Investors

Last Updated 26 October 2018.

   

accesso Technology Group plc (the Company) is an AIM listed company (AIM: ACSO). We have active subsidiary companies in several countries including the USA and Canada and generate our revenue from ticketing, mobile and eCommerce technologies and virtual queuing solutions for the leisure, entertainment and cultural markets. Our patented and award-winning technology solutions drive increased revenue for attraction operators whilst improving the guest experience.

The Board of Directors (the ‘Board’) is primarily responsible for the strategic direction of accesso (the Group) and comprises the executive chairman, the three non-executive directors and two executive directors.  The Board is satisfied that each of the non-executive directors have no relationships or other matters which could affect their respective judgment in carrying out their duties and, accordingly, they are considered by the Board to be independent of management. 

The Board is committed to achieving the high standards of corporate governance within the Company and its subsidiaries, which it seeks to demonstrate by adopting and being fully compliant with the principles of the Quoted Companies Alliance’s Corporate Governance Code (the ‘QCA Code’).  The Board considers the QCA Code is relevant and appropriate for the Company as the ten principles of the QCA Code focus on ‘pursuit of medium to long-term value for shareholders without stifling the entrepreneurial spirit in which the Company was created.’

Accordingly, the Board ensures the Company has a strong governance framework embedded within its culture and applies the principles of the QCA Code.  The Board periodically reviews the governance framework and, as the Company evolves, will make such improvements as considered necessary.

Information is set out below illustrating how the Company addresses the principles of the QCA Code and further information and disclosures will be included in our next Annual Report and Accounts.

The Company is subject to the UK City Code on Takeovers and Mergers.

This page provides access to the managing and financial information required by Rule 26 of the AIM rules for companies. 

Tom Burnet

Executive Chairman

28 September 2018

The sections below set out the ways in which the Company applies the ten principles of the QCA Code. 

  1.  Establish a strategy and business model which promote long-term value for shareholders

    At accesso, we believe technology has the power to redefine the guest experience. Our vision is to connect visitors and venues with purpose, passion and partnership. Our patented and award-winning solutions drive increased revenue for attraction operators whilst improving the guest experience and, in turn, delivering shareholder value.

    Our ambition is to support the largest operators and take our business to every corner of the globe and our mission is to be the premier technology partner within the leisure, entertainment and cultural markets by providing innovative and secure solutions backed by inspired people with relentless commitment to service.

    We invest heavily in product development because our industries demand it, our clients benefit from it and it makes a positive impact on the guest experience.

    The strategy and business operations of the Group are set out on pages 5 to 14 of the 2017 Annual report and financial statements.

    The Group’s strategy is developed by the senior management team and approved by the Board. The management team is responsible for implementing the strategy and managing the business at an operational level.
  2. Seek to understand and meet shareholder needs and expectations

    The Company and Board recognise the importance of developing and maintaining good relationships with all the various categories of shareholders and devote significant effort and resource in this respect. 

    The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. There is regular dialogue with shareholders which includes holding briefings with analysts and other investors, including employee shareholders. 

    The Board reports to the shareholders on its stewardship of the Company through the publication of interim and final financial results and these and other significant developments are disseminated through the London Stock Exchange’s Regulatory News Service (‘RNS’) and by way of timely updates to the Company’s website. The Company maintains regular news flow and includes contact details on all its news releases to enhance the information it shares and to ensure ongoing dialogue with shareholders. 

    The Board views the annual general meeting as a forum for communication between the Company and all its shareholders and encourages and welcomes their participation. The executive and non-executive directors and the chairman attend the annual general meeting and are available to answer questions, both formally during the meeting and informally afterwards. 

    Enquiries from individual shareholders on matters relating to the business of the Company are welcomed. Shareholders and other interested parties can subscribe to receive notification of news updates and other documents from the Company via email. In addition, the executive directors meet with major shareholders to discuss the progress of the Company and provide periodic feedback to the Board following meetings with shareholders. accesso directors also regularly present at various investor conferences around the world with the aim of facilitating discussions with investors and industry stakeholders. This programme of investor relations is run by accesso and a PR company is also retained to assist in shareholder communications. Shareholders can contact the Company directly using the following email address: investors@accesso.com

    Karen Slatford, as the senior independent director, and the other non-executive directors are all willing and available to engage with shareholders, should they have a concern that is not resolved through the normal channels.
  3. Take into account wider stakeholder and social responsibilities and their implications for long-term success

    The Group is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholder groups which includes the Group’s employees, customers, partners, suppliers and regulatory authorities. There is a regular engagement with each of these stakeholder groups.

    Clients, Partners and Suppliers

    There is an ongoing dialogue, in the normal course of business, with our clients, partners and suppliers where we receive feedback and can take appropriate actions. We have a stringent procurement process, select our partners and suppliers with care and undertake thorough due diligence checks on prospective partners and suppliers to ensure they observe high standards of ethics, values and corporate social responsibility similar to our own.

    Employees

    The Group’s policy is to consult and engage with employees, by way of meetings, surveys and through personal contact by directors and other senior executives, on matters that are likely to affect employees’ interests. Information on matters of concern to employees is given in meetings, handouts, letters and reports, which seek to achieve a common awareness on the part of all employees on the financial and economic factors affecting the Group’s performance. 

    The Group’s policy is one of equal opportunity in the selection, training, career development and promotion of staff.  The Group has a policy not to discriminate against disabled employees for those vacancies that they are able to fill and will provide facilities, equipment and training to assist any disabled persons employed.
  4. Embed effective risk management, considering both opportunities and threats, throughout the organization

    The Board has oversight of the Group’s systems of risk management and internal control and undertakes a systematic review of the key risks and uncertainties which the Group faces. The Board seeks to embed risk management and to facilitate the implementation of risk management measures through the Group’s business. 

    Through the activities of the Audit Committee, the effectiveness of the current internal controls is regularly reviewed. 

    The Board is satisfied that the Group’s risk management and internal controls systems are adequate and at this stage the Board does not consider it appropriate to establish an internal audit function. 

    The Board has identified the principal risks and uncertainties which it believes may impact the Group and its operations, as well as a number of key performance indicators with which to measure the progress of the Group. A summary of these principal risks and uncertainties facing the Group, as well as the key performance indicators and alternative performance measures are set out on pages 6 to 10 and pages 13 to 14 of the 2017 Annual report and financial statements.

    The Group maintains a comprehensive programme of insurance, including insurance against a material loss or claim against the Group and directors’ and officer’s indemnity insurance.
  5. Maintain the Board as a well-functioning balanced team led by the chair

    The Board of directors comprises the executive chairman, three independent non-Executive directors and two executive directors. 

    The Board is satisfied that each of the non-executive directors have no relationships or other matters which could affect their respective judgment in carrying out their duties and, accordingly, they are considered by the Board to be independent of management. 

    All of the directors are subject to election by shareholders at their first annual general meeting after their appointment to the Board and seek re-election at each annual general meeting thereafter. 

    Further details on each of the directors are available on the Board of Directors section on this page below. As can be seen from their profiles each of the directors brings a mixture of skills, experience and knowledge, the balance of which enables the Board to discharge its duties effectively. 

    The Board is responsible for approving the Group’s strategic aims, objectives and commercial strategy and approving the annual operating and capital expenditure budgets as well as having oversight of the Group’s operations. The Board usually meets formally on a monthly basis, at least ten times a year, and at such other times as required. There are regular informal discussions between the executive and non-executive directors. The time required of directors may fluctuate depending on the demands of the business and other events. They are expected to allocate sufficient time to the Company to perform their duties effectively and make themselves available for all regular and ad hoc meetings. 

    Directors are provided with clear and accurate information relating to matters to be considered at the Board and Committee meetings, including proposal papers, management reports, information on risk management, progress on key initiatives and routine matters such as financial report and statements on current trading. The information is provided in a timely manner to ensure an appropriate level of review by each of the Directors ahead of the meetings. 

    The Board is supported by an Audit Committee and Remuneration Committee. The schedule of matters reserved for the Board and terms of reference for the Committees will be available on the website shortly.
  6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

    The Board regularly reviews the composition of the Board to ensure that it has the necessary breadth and depth of skills to support the ongoing development of the Group. The Board considers that all of the non-executive Directors have the requisite skills and considerable experience within the technology arena to bring objectivity, knowledge and expertise to its activities. 

    The biographies of the directors are set out in the Board of Directors section of this page below. The directors receive updates from the company secretary and other various external advisers on legal requirements and regulations, remuneration matters and corporate governance best practice. 

    All directors have access to the company secretary and are permitted to obtain independent professional advice at the Company’s expense where they consider it necessary for them to effectively discharge their duties. 

    The Company recognises the importance of diversity, including gender, at the Board and all levels within the Group. We are committed to increasing diversity across our operations and to supporting the development and promotion of talented individuals, regardless of gender, ethnic background or otherwise. By way of example, a current initiative is under way to establish a Women’s Leadership Programme within the Group, with a target launch date of January 2019.
  7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

    The performance and effectiveness of the Board, its Committees and of individual Directors is reviewed annually. On an on-going basis Directors are encouraged to raise any issues or concerns with the Chairman as soon as appropriate, as the Chairman will do in the event there are any matters causing the Company concern.

    In addition, the performance of all continuing Directors is considered before they are proposed for re-election at each AGM

    It is considered that the composition and size of the Board does not warrant the appointment of a Nominations Committee and appointments are dealt with by the Board as a whole. The need to appoint such a committee is subject to review by the Board. 

    The Board in conjunction with the senior management teams, has oversight of the succession plans for management within the organisation.
  8. Promote a corporate culture that is based on ethical values and behaviours
    accesso adheres to a high standard of ethics, values and corporate social responsibility and these principles underpin our governance procedures and the strategic and management decisions that we make. 

    accesso’s
    ‘Global Culture Guide’ issued to all employees sets out the expected standards of conduct and business ethics and clearly states the Group’s core values:  teamwork, commitment to innovation, the passionate pursuit of excellence and integrity as a  partner to our clients. 

    Employees are required to complete mandatory training on an annual basis covering a range of matters, which in recent months included prevention of money laundering and anti-bribery and corruption; preventing workplace harassment; privacy and data protection; and information security awareness. accesso’s Whistleblowing Policy encourages and provides means for employees to anonymously report wrongdoing, which extends to modern slavery, human rights violations and trafficking, without fear of redress or reprisal. 

    accesso continues to invest in its people, creating a positive working environment that attracts and retains the best talent in our industry. The Company was named as one of Orlando’s best places to work and the Group has maintained a 4.1 out of 5 rating on Glassdoor, with more than 80% of our staff saying they would recommend accesso as a place of work to family and friends. These indicators reflect the strength of our culture and the quality of our people, who remain the driving force behind our success. 

    The senior management team regularly monitors the Group’s cultural environment and seeks to address any concerns that may arise, escalating these to Board for consideration as necessary. 

    Furthermore, the chairman’s statement p5 of the 2017 Annual report and financial statements referenced the importance of a culture of self-improvement and passionate innovation amongst the Company’s employees that continues to deliver results for our customers year after year.
  9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

    The Board is responsible for formulating, reviewing and approving the Groups’ strategy, budgets and major items of expenditure.

    The executive directors have day to day responsibility for the operational management of the Groups’ activities. The non-executive directors are responsible for bringing independent and objective judgement to Board decisions. 

    The chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision making and ensuring the non-executive directors are properly briefed on matters. The chief executive officer has responsibility for implementing the strategy of the Board, alongside the chairman, and managing the day to day activity of the Group. The company secretary is responsible for ensuring that Board procedures are followed, and applicable rules and regulations are complied with. 

    Detailed proposal papers, management reports, a risk register, progress on key initiatives and routine matters such as financial reports and a statement on current trading are produced in advance of meetings to enable proper consideration and debate of matters by the Board in its meetings. 

    Major strategic initiatives involving significant cost or perceived risk are only undertaken following their full evaluation by the Board.  Matters of an operational nature are delegated to executive management. The Board’s meetings are properly minuted. 

    The Board has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities. The matters reserved for the Board and the terms of reference for both committees will be available on the website shortly.

    Remuneration Committee
    The Remuneration Committee consists of independent non-executive directors David Gammon and Karen Slatford, who chairs the committee. The Committee takes regard of the return to shareholders in its deliberations. It reviews the performance of the executive directors, sets their remuneration, considers the grant of options under any share option scheme and ensures that the executive directors are properly rewarded and motivated. In addition, they provide guidance on pay and conditions for other employees in the Group.  The Remuneration Committee meets on an ‘as required’ basis.

    Audit Committee
    The Audit Committee is chaired by Andy Malpass and David Gammon and Karen Slatford, all of whom are independent non-executive directors. The committee is responsible for overseeing the involvement of the Group’s auditor in the planning and review of the Group’s financial statements, any other formal announcements relating to the Group’s financial performance, for recommending the appointment of fees of its auditor, and for discussing with the auditor the findings of the audit and issues arising from the audit. It reviews the Group’s compliance with accounting, legal and listing requirements. It is also responsible, along with the Board, for reviewing the effectiveness of the systems of internal control. The committee considers the independence and objectivity of the auditors with regard to the way in which they conduct their audit duties.  The committee also looks to ensure that the auditor’s independence is not compromised by their undertaking of non-audit services. 

    As well as reviewing the Company’s published results, the Committee reviews the Group’s corporate governance processes, accounting policies and procedures reporting to the Board on any control issues identified. The Audit Committee meets at least twice per year to review the Interim results and Annual report and financial statements and to consider any other associated matters. 

    Pages 16 to 20 of the 2017 Annual report and financial statements contain further information on the work of the Board’s committees.
  10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

    As detailed under QCA Code Principle 2 above, the Board is committed to communicating regularly, effectively, clearly and accurately with the Company’s shareholders and other stakeholders to keep them appraised of the Company’s progress. The Regulatory Information section of this website, below, is kept up-to-date and contains copies of regulatory announcements, the Company’s financial results, and investor presentations and circulars . Press releases can be found on the News page of this website.

    At the annual general meeting held on 22 May 2018 all resolutions were passed.  The announcement of the results was advised to the market via the RNS  and the announcement can be accessed via the Regulatory Announcements section of this website below.


Board of Directors

Tom Burnet

Tom Burnet

Executive Chairman

Tom Burnet joined accesso as the Chief Executive Officer in late 2010. In his current position as Executive Chairman, he leads accesso’s medium and long-term growth plans.  He has particular responsibility for Group strategy, Investor Relations, and M&A activity. Tom was formerly Managing Director of a division of Serco Group plc, a global outsourcing company, overseeing the 5000 person Defense Services division.

During his career he has been involved in creating, growing and running several businesses and started his career as the UK’s youngest Army Officer. He also has an MBA from the University of Edinburgh.

He believes accesso can grow to become a cornerstone of the global attraction and leisure industry’s supply chain.

Paul Noland

Paul Noland

Chief Executive Officer

Paul Noland joined accesso as Chief Executive Officer in April 2018, guiding the company’s growth and day-to-day operations as it serves more than 1,000 venues in over 30 countries.

Noland has built an impressive resume as a leader in the international attractions and entertainment industries. Prior to joining accesso, Noland served as President and CEO of the International Association of Amusement Parks and Attractions (IAAPA) from 2013 to 2018, helping the organization continue its growth as the largest international trade association for amusement facilities and attractions worldwide. He also served for 16 years in senior executive roles with Walt Disney Parks and Resorts where he championed major growth initiatives across the company’s domestic theme parks and resorts and oversaw the financial planning, revenue management and pricing functions at Walt Disney World Resort. Prior to Disney, he spent more than a dozen years in leadership roles with Marriott International where he focused on optimizing revenue across the company’s then 900 hotels.

Noland earned a Master of Business Administration from the College of William and Mary in Williamsburg, Virginia, and a Bachelor of Science in Journalism and Speech Communication from Radford University in Radford, Virginia.

John Alder

John Alder

Chief Financial Officer

As Chief Financial Officer, John Alder is responsible for the leadership and direction in all areas of finance and accounting including financial planning and forecasting, and accessing capital to fund growth.

Alder is a Chartered Accountant who qualified with Coopers and Lybrand (PricewaterhouseCoopers). He subsequently held Finance Director and Controller positions in quoted and private pan-European businesses. Prior to joining accesso, Alder spent 4 years as European Controller and Interim Finance Director of private equity backed Palletways Group Limited, supporting the Continental European development of Europe’s largest and fastest growing palletized freight network business.

He was appointed Chief Financial Officer of the Company in August 2009.

David Gammon

David Gammon

Non-Executive Director

David Gammon has widespread experience in developing and building technology based businesses. Since 2001, Gammon has focused on finding, advising and investing in UK technology companies. Gammon founded Rockspring, an advisory and investment firm, which focuses on early stage technology companies and where Gammon continues as CEO today. Other current positions include a non-executive directorship at Frontier Developments plc and Group Strategic Advisor to Marshall of Cambridge (Holdings) Limited.

Previous experience includes non-executive director and advisor at artificial general intelligence company DeepMind Technologies Limited, advisor to Hawkwood Capital LLP, non-executive director at real time location technology specialist Ubisense Trading Limited, non-executive director at internet TV specialist Amino Technologies plc, non-executive director at smart metering and software company BGlobal plc and acting CFO at internet specialist Envisional Solutions Limited. Earlier in his career Gammon worked as an investment banker for over 15 years.

Gammon joined accesso in November 2010, and is a member of the Remuneration Committee and the Audit Committee.

 

Karen Slatford

Karen Slatford

Senior Independent Director

Karen Slatford has significant experience of working in the global technology and business arenas, serving currently as Senior Independent Director at Micro Focus International plc.  Slatford has also served since 2009 as Chairman of The Foundry, a global software company and since 2013 as a non-executive director of Intelliflo, a SaaS based financial services software company. Between 1983 and 2001, Slatford worked at Hewlett Packard where, in 2000, she became Vice President and General Manager Worldwide Sales & Marketing for the Business Customer Organisation. She was responsible for sales of all Hewlett Packard’s products, services and software to business customers globally.

Slatford is a member of the Audit Committee and the Chair of accesso’s Renumeration Committee.

Andy Malpass

Andy Malpass

Non-Executive Director

Andy Malpass has over 30 years’ experience in the software industry covering both private and public companies, including approximately 20 years as Group Finance Director of Fidessa Group plc. Andy also served as Company Secretary of Fidessa Group plc for many years. He is currently an Independent Non-Executive Director and Chair of the Audit Committee at Kainos Group plc. Andy graduated with a BA (Hons) in Accounting and Finance from Lancaster University and is a Fellow of the Chartered Institute of Management Accountants.

 

Andy is an Independent Non-Executive Director and Chair of the Audit Committee at accesso.

Regulatory Information

Shareholder Information

Total shares in issue as of 26 October 2018: 27,107,695

Shareholders holding in excess of 3% of issued share capital

Shareholders (as of 26 October 2018)
Shareholders (as of 26 October 2018) Shareholding Percent of Issued Share Capital
Standard Life Investments
Standard Life Investments Shareholding 2,756,152 Percent of Issued Share Capital 10.17%
Canaccord Genuity Group Inc
Canaccord Genuity Group Inc Shareholding 2,706,545 Percent of Issued Share Capital 9.98%
Blackrock Investment Mgt
Blackrock Investment Mgt Shareholding 2,577,299 Percent of Issued Share Capital 9.51%
Allianz Global Investors
Allianz Global Investors Shareholding 1,502,114 Percent of Issued Share Capital 5.54%
Kames Capital Plc
Kames Capital Plc Shareholding 1,370,453 Percent of Issued Share Capital 5.06%
Liontrust Investment Partners LLP
Liontrust Investment Partners LLP Shareholding 1,365,223 Percent of Issued Share Capital 5.04%

Shares not in public hands (as of 26 October 2018)

Name
Name Shares Held Percent of Issued Share Capital
Lo-Q Employee Benefit Trust
Lo-Q Employee Benefit Trust Shares Held 200,000 Percent of Issued Share Capital 0.74%
Mr. David Gammon
Mr. David Gammon Shares Held 48,000 Percent of Issued Share Capital 0.18%
Mr. John Alder
Mr. John Alder Shares Held 37,913 Percent of Issued Share Capital 0.14%
Mr. Tom Burnet
Mr. Tom Burnet Shares Held 24,158 Percent of Issued Share Capital 0.09%
Mr. Andy Malpass (either personally or has an interest in)
Mr. Andy Malpass (either personally or has an interest in) Shares Held 4,352 Percent of Issued Share Capital 0.02%
Total
Total Shares Held 310,071 Percent of Issued Share Capital 1.17%

Advisors

For details of the investment opportunity with accesso Technology Group plc, please contact:

Nominated advisor and joint broker

Canaccord Genuity Ltd, 88 Wood Street London, EC2V 7QR

Tel: +44 (0)20 7523 8000

Joint Broker

Numis Securities Limited The London Stock Exchange Building 10 Paternoster Square, London EC4M 7LT

Tel: +44 (0)20 7260 1000

Registered Office

Unit 5, The Pavilions, Ruscombe Park, Twyford, Berks, RG10 9NN, UK

Tel: +44 (0)118 934 7400

Company Secretary

Martha Bruce, Bruce Wallace Associates Limited, 120 Pall Mall, London, SW1Y 5EA

Tel: +44 (0)788 437 8836

Financial Public Relations

FTI Consulting LLP, 200 Aldersgate Street, London, EC1A 4HD

Tel: +44 (0)207 831 3113

Auditors

KPMG LLP, Arlington Business Park, Theale, Reading, RG7 4SD

Registrars

SLC Registrars Limited, Elder House, St Georges Business Park, Brooklands Road, Weybridge, Surrey KT13 0TS

Patents

accesso Passport®, Qbot, Qband and Qsmart rely on technology protected by the following patents in the U.S. and elsewhere:

5978770, 6529786, 6748364, 6813608, 6889900, 7046790, 7516148, 7895066, 8239231, 8396727, 8606605, 100349190, 0958553, 1024080, 3910638, 5149297, 2224183, 0958553, 1769467, 8779889.

In addition to the patents listed above, other patents are pending. This page is provided to satisfy the virtual patent marking provisions of various jurisdictions.