Corporate Governance

CHAIRMAN’S INTRODUCTION

In March 2018 the London Stock Exchange amended AIM Rule 26.  This requires AIM quoted companies to:

  • give details of a recognised corporate governance code it has decided to apply;
  • to explain how it complies with its chosen code; and,
  • an explanation of why, where it departs from its chosen code.

I am pleased to present to you this year’s Corporate Governance Report.  In the statement below, I set out our approach to governance, and how the Board and its Committees operate.

APPLICATION OF CORPORATE GOVERNANCE CODE

The Board recognises the importance of good corporate governance as one of the foundations of a sustainable corporate growth strategy. It has chosen to adopt the Quoted Companies Alliance Corporate Governance Code 2018 (the “QCA Code”) as the most appropriate governance model for Access Intelligence.

THE ROLE OF THE CHAIRMAN

Christopher Satterthwaite, as Non-Executive Chairman, has ultimate responsibility for the running of the Board and for both the quality of and the Group’s approach to corporate governance.

GOVERNANCE RELATED MATTERS ARISING DURING THE YEAR

Christopher Satterthwaite was appointed Non-Executive Chairman on 1 September 2018, taking over from Michael Jackson who remains on the board as a Non-Executive Director. As Non-Executive Chairman, Christopher has now assumed responsibility for corporate governance at Access Intelligence.

During the year and in line with the updated Rule 26 disclosure requirements for AIM quoted companies, the Board has chosen to adopt the QCA Code as the most appropriate governance model for the Group.

APPLICATION OF THE QCA CODE BY THE COMPANY

The sections below set out the ways in which Access Intelligence applies the ten principles of the QCA Code in support of Access Intelligence’s medium to long-term success:

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

Access Intelligence is a leader in the provision of corporate communications and reputation management software. It has more than 1,500 customers ranging from blue-chip large enterprises and communications agencies to public sector bodies and not-for-profit organisations.

The Group’s strategy and business model are set out within the Strategic Report on pages 10 to 26 of its 2017 Annual Report and Accounts. The strategy and business model are developed by the Chief Executive Officer, Chief Financial Officer and senior management team, and approved by the Board. The senior management team, led by the Chief Executive Officer, is responsible for their effective delivery.

The key risks to the business and how these are mitigated are detailed on pages 24 to 25 of the 2017 Annual Report and Accounts.

  1. Seek to understand and meet shareholder needs and expectations

Access Intelligence encourages regular dialogue with both existing and potential shareholders to understand their needs and expectations, and to ensure that the Group’s strategy, business model and progress are clearly understood.

The Chief Executive Officer and Chief Financial Officer meet with representatives of most major institutional shareholders at least twice per year, with their feedback being shared with the wider Board.

The Board also recognises that the Annual General Meeting (“AGM”) provides an opportunity to meet private shareholders and values the feedback of such shareholders. The Notice of the AGM is sent to shareholders at least 21 days before the date of the meeting and all Directors routinely attend the AGM and are available to answer questions raised by shareholders.

Where shareholder voting decisions are not in line with expectations, the Board will engage with shareholders to understand the reasons for this.

The Group’s main point of contact for shareholder engagement is the Chief Financial Officer, Mark Fautley.

  1. Take into account wider stakeholder and social responsibilities and their implications for long-term success

Engaging with stakeholders enables Access Intelligence to understand their needs more effectively which in turn helps the Group make more informed business decisions. These stakeholders include the Group’s employees, customers and suppliers, as well as media and political influencers.

Access Intelligence engages with its employees through anonymous opinion surveys to gather feedback on all aspects of employment within the Group. This feedback is considered by the senior management team on a regular basis and where necessary, improvements, such as investment in IT, are made.

Employee performance reviews are conducted annually. Though in addition, managers are encouraged to hold regular, informal one-to-one sessions with each of their direct reports.

The Group engages with its customers through regular calls, webexes and face-to-face meetings, in addition to ongoing email and telephone conversations. In addition, the Group also holds regular roundtables, in which key clients and other core stakeholders, such as journalists, are brought together to discuss mutual needs and best practices. Finally, implicit feedback is gathered from customers in the shape of analytics that describe their engagement with the Group’s products and our communications more generally.

The Research team regularly engages media and political influencers to provide or validate the contents of the Vuelio Database, and to remind them of their rights under data protection law, as well as to help them better understand Vuelio and its benefits to them.

The Group’s policy with regard to the environment is to ensure that it understands and effectively manages the actual and potential environmental impact of its activities. Its operations are conducted such that it complies with all legal requirements regarding the environment in all areas where it carries out business.

The Group makes certain small donations each year to support local charities, with each individual donation and the total in aggregate being less than £2,000. Employees are encouraged to raise money for charities and their endeavours may be supported either by the Group or personally by individual Directors.

  1. Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Board is responsible for evaluating risk and for ensuring that the Group has appropriate systems and controls in place for effective risk management. The effectiveness of these internal systems and controls is reviewed annually and reported to the Audit Committee by the Group’s auditor as part of their audit of the financial statements.

A budget is prepared each year, which is subject to formal review and approval by the Board. Performance against budget and prior year is reported to the Board as part of the Group’s monthly reporting pack. The Board meets monthly to review ongoing performance, including both financial and non-financial Key Performance Indicators (“KPIs”), as well as the consideration of new threats and opportunities presented to the Group.

Access Intelligence maintains appropriate insurance cover for the Group’s activities, with the types of cover and insured values being reviewed on a periodic basis by the Board.

The Group formally documents the risks to the business at least annually, with the key risks to the business and explanations of how these are mitigated being detailed on pages 24 to 25 of the 2017 Annual Report and Accounts.

  1. Maintain the board as a well- functioning, balanced team led by the chair

Access Intelligence is controlled by its Board of Directors, which comprises four Non-Executive Directors and two Executive Directors.

Christopher Satterthwaite, as Non-Executive Chairman, is responsible for the running of the Board and for both the quality of and approach to corporate governance. Joanna Arnold, as Chief Executive Officer, is responsible for running the business and implementing the Group’s strategy.

The Board considers itself to be sufficiently independent, in line with the QCA Code which suggests that a board should have at least two independent Non-Executive Directors. Christopher Satterthwaite, Jeremy Hamer and Chris Pilling are deemed to be independent Non-Executive Directors.

The Board consider that as Michael Jackson is a substantial shareholder of Elderstreet Draper Esprit VCT Plc, he is not deemed to be an independent Non-Executive Director.

The Board receives regular and timely information in respect of the Group’s operational and financial performance from the Executive Directors, with a detailed board report pack being shared in advance of Board meetings. In addition, the minutes of the previous Board meeting are reviewed and approved by the Board each month and the Directors have access to the advice and services of the Company Secretary.

All Directors are subject to election by shareholders at the first AGM after their appointment to the Board and will continue to seek re-election at least once every three years.

The Board is supported by the Audit Committee and the Remuneration Committee which are each chaired by a Non-Executive Director. The Group has not appointed a Nominations Committee. The Board has concluded that given the size of the Group this function can be effectively carried out by the whole Board.

Further details on the responsibilities and composition of the Audit Committee and the Remuneration Committee is provided below.

Details of attendance by Directors at Board meetings is not currently disclosed in the Annual Accounts but will be in future.

  1. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The Board regularly reviews its composition to ensure that it has the necessary breadth and depth of skills to support the ongoing development and growth of the business. The Board is satisfied that it has an effective and appropriate balance of skills between the Directors to support the requirements of the Group.

Biographies of the Directors are available at: http://www.accessintelligence.com/management-team

Where new Board appointments are considered, the search for candidates is conducted and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender.

  1. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Board proposes to undertake an evaluation of its performance annually, taking into account the Financial Reporting Council’s Guidance on Board Effectiveness.

All Directors will undergo a performance evaluation before being proposed for re- election to ensure that their performance is and continues to be effective, that where appropriate they maintain their independence and that they are demonstrating continued commitment to the role.

Formal performance reviews are carried out annually with all Executive Directors.

The Board regularly reviews its composition, particularly in conjunction with succession planning, and may utilise the results of performance evaluations when considering this composition and/or succession planning.

  1. Promote a corporate culture that is based on ethical values and behaviours

The Board seeks to ensure that the highest standards of integrity and ethical behaviour are demonstrated in the conduct of the Group’s operations. These standards are enshrined in the Group’s written policies which are adopted by all employees and reviewed during the annual performance review.

An open culture is encouraged within the Group, with employee feedback sought and regular progress and performance updates provided to all employees.

  1. Maintain governance structures and processes that are fit for purpose and support good decision- making by the board

The long-term success of Access Intelligence is the responsibility of the Board of Directors, which comprises four Non-Executive Directors and two Executive Directors. The Executive Directors have responsibility for the operational management of the Group’s activities. The Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions.

There is a clear separation of the roles of the Non-Executive Chairman and the Chief Executive Officer. The Chairman is responsible for the running of the Board and has ultimate responsibility for corporate governance matters. The Chief Executive Officer has ultimate responsibility for implementing the strategy of the Board and managing the day-to-day business activities of the Group. The Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with.

The Board has established an Audit Committee and a Remuneration Committee, with formally delegated duties and responsibilities, which are each chaired by a Non-Executive Director. The Audit Committee is chaired by Jeremy Hamer and the Remuneration Committee is chaired by Chris Pilling.

The Group has not appointed a Nominations Committee. The Board has concluded that given the size of the Group this function can be effectively carried out by the whole Board.

The Board receives regular and timely information in respect of the Group’s operational and financial performance from the Executive Directors, with a detailed board report pack being circulated each month. The Board generally meets on a monthly basis, with 11 Board meetings having been held during the last year.

  1. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

Access Intelligence communicates with shareholders in a number of ways, including:

  • the Group’s Annual Report and Accounts;
  • full year and half year announcements;
  • other regulatory announcements;
  • the Annual General Meeting; and
  • update meetings with existing shareholders.

A range of corporate information, including annual reports for the last five completed financial years, full and half year results announcements, notices of General Meetings for the last five completed financial years and other regulatory announcements, is also available to shareholders, investors and the public through the Group’s website: http://www.accessintelligence.com/

In the past, the Company has not provided the outcome of all votes in General Meetings. However, going forward, the Company will publish the outcomes of all votes in a clear and transparent way.



Access Intelligence is subject to the UK City Code on Takeovers and Mergers.

Please see below for details on the Audit, Nomination and Remuneration Committees together with the membership of those committees.

Audit Committee

The audit committee comprises of  Michael Jackson and Jeremy Hamer. The audit committee is chaired by Jeremy Hamer and is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on. Where required, meetings are held with the Group’s auditors to review their reports on the accounts and the Group’s internal controls.

It also reviews the performance of the Group’s auditors to ensure an independent, objective, professional and cost-effective relationship is maintained. As well as reviewing the Group’s published financial results, the committee reviews the Group’s corporate governance processes (including risk analysis), accounting policies and procedures, reporting to the Board on any control issues identified.

Remuneration Committee

The remuneration committee consists of Chris Pilling and Michael Jackson and is chaired by Chris Pilling. The committee’s aim is to ensure that the Executive Directors are rewarded for their contribution to the Group and are motivated to enhance the return to shareholders. The remuneration committee is responsible for reviewing the performance of the Directors and setting their remuneration, meeting on an “as required” basis.

Nomination Committee

The Group has not appointed a nominations committee. The Board has concluded that given the size of the Group this function can be effectively carried out by the whole Board.

Country of Incorporation and Main Country of Operation

Access Intelligence is incorporated in England (Registration Number 04799195). This is also its main country of operation.

Articles and Memorandum of Association

Please follow the links below for the Memorandum and Articles of Association:
Memorandum of Association
Articles of Association

Company Shareholding

(last updated: 05/11/2018)

The Company has been notified, in accordance with the Disclosure and Transparency Rules, of the following disclosable shareholdings representing 3% or more of the voting rights in the Company’s issued share capital: Number of voting rights: 60,806,088 New Ordinary Shares.

Share Information

Fund managersNumbers of shares%
Kestrel Partners LLP12,924,05821.25
Elderstreet Draper Esprit VCT Plc7,125,00011.72
Unicorn Asset Management6,594,12010.84
Cannacord Genuity Group Inc4,284,2647.05
Herald Investment Management Limited3,494,9625.75
Octopus Investments Ltd3,222,3805.30
Gresham House Asset Management Limit3,196,0725.26
Chelverton Asset Management Limited3,157,8945.19
Hawk Investment Holdings Ltd2,882,0514.58

NameNumber of Shares%
Michael Jackson, Non-Executive Director3,525,2805.80
Jeremy Hamer, Non-Executive Director675,1761.11
Joanna Arnold, CEO561,5380.92
Christopher Satterthwaite, Non-Executive Chairman52,6320.09
Mark Fautley, CFO31,5780.05

Percentage of the Company’s Issued Share Capital that is not in Public Hands

In accordance with the AIM Rules (Rule 26), in so far as the Company is aware, the percentage of the Company’s issued share capital that is not in public hands is 51.7%.

Details of any Restrictions on the Transfer of Securities

There are no restrictions on the transfer of securities.

Number of Securities in Issue

The Company’s issued share capital consists of 63,772,754 new ordinary shares with a nominal value of 5 pence each (“New Ordinary Shares”), each share having equal voting rights. The Company holds 2,966,666 New Ordinary Shares in treasury and therefore the total number of New Ordinary Shares with voting rights is 60,806,088.

Details of Any Other Exchanges or Trading Platforms

The Company is not listed on any other exchanges or trading platforms.

Advisors

Please see below for details of the Company’s Nominated Advisor and other key advisors.

Bankers
Bank of Scotland
Aldgate House
1 – 4 Market Place
Hull, HU1 1RA
Legal Advisors
Field Fisher Waterhouse LLP
Riverbank House
2 Swan Lane
London, EC4R 3TT
Auditors
Mazars Chartered Accountants
Tower Bridge House
St Katharine’s Way
London, E1W 1DD
Brokers & Nominated Advisors
Allenby Capital Limited
5 St. Helen’s Place
London
EC3A 6AB
Registrars
Neville Registrars Limited
Neville House, 18 Laurel Lane
Halesowen
B63 3DA

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