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Unlocking the
value of the
curated secondary
goods market
Auction Technology Group plc
Annual Report 2023
Strategic Report
03
Key Highlights
04
Chief Executive Officer’s Introduction
05
At a Glance
07
Investment Case
08
Chairman’s Statement
09
Chief Executive Officer’s Statement
11
Market Overview
13
Business Model
16
Six Strategic Growth Drivers
21
Key Performance Indicators
23
Chief Financial Officer’s Review
28
Risk Management
30
Principal Risks and Uncertainties
34
Viability Statement
35
Stakeholder Engagement and s172
44
Sustainability Report
Corporate Governance
69
Chairman’s Introduction
70
Governance Report
79
Board of Directors
82
Audit Committee Report
90
Nomination Committee Report
94
Remuneration Committee Report
113
Directors’ Report
117
Directors’ Responsibilities
Financial Statements
118
Independent Auditor’s Report
125
Consolidated Statement of Profit or Loss and
Other Comprehensive Income or Loss
126
Consolidated Statement of Financial Position
127
Consolidated Statement of Changes in Equity
128
Consolidated Statement of Cash Flows
129
Notes to the Consolidated Financial Statements
160
Company Statement of Financial Position
161
Company Statement of Changes in Equity
162
Notes to the Company Financial Statements
164
Glossary
165
Shareholder Information
09
Chief Executive
Officer’s Statement
16
Six Strategic
Growth Drivers
44
Sustainability
Report
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
01
Contents
ATG operates world-leading marketplaces and
auction services for curated online auctions. Using
our proprietary auction platform technology, we
seamlessly connect bidders from 165 countries
to over 3,900 auction houses and facilitate the
sale of over 22m curated used items each year.
By both allowing buyers to purchase a wide range
of unique used assets and also enabling auctioneers
to access the online market, ATG helps to extend
the lives of millions of items, facilitating a channel
of sustainable commerce and accelerating the
growth of the circular economy.
Unlocking the value of the
curated secondary goods
market and facilitating growth
in the circular economy
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
02
Our Purpose
Financial highlights
Operational highlights
Gross merchandise value (“GMV”)
2
£3.3
bn
FY23
FY22
FY21
£3.3bn
£3.3bn
£2.6bn
Total hammer value (“THV”)
2
£10.8
bn
FY23
FY22
FY21
£10.8bn
£10.1bn
£7.8bn
Take rate
2
3.6
%
FY23
FY22
FY21
3.6%
3.3%
3.5%
Conversion rate
2
31
%
FY23
FY22
FY21
31%
33%
33%
Strategic highlights
1.
This report provides alternative performance measures (“APMs”) which are not defined or specified under the
requirements of UK-adopted International Accounting Standards. We believe these APMs provide readers with
important additional information on our business and aid comparability. We have included a comprehensive list of
the APMs in note 3 to the Consolidated Financial Statements, with definitions, an explanation of how they are
calculated, why we use them and how they can be reconciled to a statutory measure where relevant.
2.
Refer to the Glossary for full definitions. The Group has made certain acquisitions that have affected the
comparability of the Group’s results. Operational KPIs exclude the impact of the acquisition of ESN. To aid
comparisons between FY22 and FY21, operational KPIs in FY21 have been presented to include the results as if the
acquisition of LiveAuctioneers and Auction Mobility had occurred on 1 October 2020.
Roll out of value-add services
In FY23 marketing revenue grew 28% at
constant currency, driven by new marketing
solutions and the growing adoption of
marketing amongst our auctioneer base.
We launched atgPay on Proxibid and have
continued to grow payments adoption on
LiveAuctioneers. We have also successfully
trialled a shipping solution.
Acquisition of EstateSales.NET
ESN provides a leading platform to facilitate
estate sales across the US. The accretive
acquisition of ESN in FY23 expands our
immediately addressable market whilst also
providing the opportunity to cross-sell across
our other marketplaces.
Progress against sustainability strategy
We reduced our Scope 1 and 2 emissions by
26% in FY23 and are committing to reach Net
zero by 2040. Our materiality assessment has
helped to define our sustainability priorities
going forward.
Revenue
£135.2
m
FY23
FY22
FY21
£135.2m
£119.8m
£70.1m
Profit/(loss) before tax
£7.1
m
FY23
FY22
FY21
£7.1m
£9.3m
£(25.0)m
Adjusted diluted earnings per share
1
32.6
p
FY23
FY22
FY21
32.6p
29.5p
9.2p
Adjusted EBITDA
1
£64.0
m
FY23
FY22
FY21
£64.0m
£54.0m
£31.8m
Adjusted free cash flow conversion
1
78.0
%
FY23
FY22
FY21
78.0%
92.5%
95.7%
Basic earnings/(loss) per share
13.9
p
FY23
FY22
FY21
13.9p
(5.1)p
(31.0)p
Read more on page 09
Read more on page 20
Read more on page 44
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
03
Key Highlights
HORIZON 1
Foundation
• Develop technology to work
across multiple geographies
and verticals
• Unify fragmented market
• Build shared success
revenue model
HORIZON 1
HORIZON 2
HORIZON 3
HORIZON 2
E2E experience
• Build high standard e-commerce
capabilities
• Upgrade user experience including
launch of value-add services
• Integrate auction value chain
• Provide multiple tiers of service
HORIZON 3
Expansion
• Roll out value-add services
• Extend into financing,
insurance, restoration, repair,
maintenance and logistics 
• Expand ecosystem digitally
to leverage insights
Leading the transformation
of the auction industry.
Welcome to ATG’s FY23 Annual Report and Accounts. I am very
proud of the strong operational, strategic and financial progress
that we have made since we became a public business nearly
three years ago. Our financial performance has been ahead of our
initial expectations, including more than doubling our adjusted
EBITDA. We have strengthened our competitive advantage and
diversified our business model by launching a unique suite of
auction products and services. We have completed two accretive
acquisitions and have also built an experienced and capable
leadership team, whilst also reorganising our operating structure
to streamline decision-making and centralise costs. I believe we
have approached growth in a responsible and sustainable way,
ensuring we are a true partner for our auctioneers and a reliable
company for our investors.
Our vision is to transform the auction industry and this vision
is underpinned by three investment horizons. In FY23, we have
transitioned to our second investment horizon, ‘End-to-End
experience’, where we are investing to create a true e-commerce
experience for online auctions. We are investing in what both our
auctioneers and our bidders care about the most, by removing
the frictions that are present when buying and selling at auctions
online. In doing so, I believe we are approaching a tipping point for
ATG and the auction industry, where the services and experiences
offered by our marketplaces will encourage an even wider pool of
buyers to buy at an online auction, and where also auctioneers are
incentivised to use ATG as their sole service provider to access the
online market.
John-Paul Savant
Chief Executive Officer
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
04
Chief Executive Officer’s Introduction
Industrial &
Commercial
(“I&C”)
Art & Antiques
(“A&A”)
BIDDERS
COST SAVINGS
TECHNOLOGY
TRUST
CONVENIENCE
SELECTION
ART, ANTIQUES &
COLLECTABLES
COLLECTORS
CASUAL
BUSINESS
DEALERS
PROFESSIONALS
INDUSTRIAL MACHINERY,
CONSTRUCTION
& FARM EQUIPMENT
CONSUMER SURPLUS
& RETAIL RETURNS
AUCTION HOUSES
BIDDERS
V
I
R
T
U
O
U
S
C
I
R
C
L
E
V
I
R
T
U
O
U
S
C
I
R
C
L
E
B
U
Y
A
G
G
R
E
G
A
T
E
S
E
L
L
D
I
S
C
O
V
E
R
Our platform
ATG seamlessly connects consumers from around
the world to access a huge selection of secondary
goods which have been curated by over 3,900
auctioneer experts and 4,800 active estate sellers.
For buyers, we offer the widest selection of
specialised and unique secondary items,
convenience in browsing and increased trust in
purchasing, with items that have been curated by
expert auctioneers. For auctioneers and estate
We operate eight marketplaces using our
proprietary auction technology across two
sectors: Industrial & Commercial (“I&C”)
and Arts & Antiques (“A&A”).
Our marketplaces
ATG is the operator of world-leading auction marketplaces
and auction services for curated secondary goods.
Our highlights
338
m
web sessions
165
countries
100
m
bids placed
3,900
auction houses
7.2
m
lots sold online
86,000
auctions facilitated
sellers, we provide access to a large pool of global
bidders and technology to access the online market
and operate their business in a cost-efficient way.
Our virtuous circle benefits both auctioneers and bidders;
more bidders participating in online auctions results in
higher realised prices for second-hand items and in turn
attracts more assets to be listed on our marketplaces.
Auction Technology Group plc
Annual Report 2023
05
Strategic Report
Corporate Governance
Financial Statements
At a Glance
OUR
ENVIRONMENT
OUR
GOVERNANCE
OUR PEOPLE
AND COMMUNITY
Our Environment
Minimise our own
environmental impact
Invest to remove
frictions in online
auctions
26
%
reduction in Scope
1 and 2 emissions in
FY23
Our People and Community
Develop diverse teams
with an engaged and
inclusive culture
Ensure our people feel
they belong and can
reach their full potential
95
%
of employees in
engagement survey
enjoy working with
their team
Our Governance
Operate a trusted
and responsible
marketplace with
secure and trusted
technology
Operate within a strong
governance framework
Behave ethically
and with integrity
at all times
Zero
data breaches
We are committed to operating a responsible business and
are building a business we feel proud of; where we strive
to minimise our own environmental impact, where all our
employees can reach their full potential and where we
operate responsibly within a strong governance framework.
Our sustainability strategy
Facilitating the growth of the circular economy
Sustainability is at the heart of ATG. Our online auction marketplaces
ensure that millions of pre-owned items are resold to new buyers,
extending their value within the economy, preventing waste, and
omitting the need for carbon-intensive manufacturing of new items.
Whilst the prospect of buying second-hand can leave some consumers
concerned about authenticity or reliability, ATG marketplaces offer
consumers trust and confidence, with all items for sale on our
marketplaces having been curated by expert auctioneers. We continuously
invest in our technology and product offering to improve the online auction
experience to make it even easier for consumers to discover and buy used
items online.
Read more on page 44
Strategic Report
Corporate Governance
Financial Statements
06
Auction Technology Group plc
Annual Report 2023
At a Glance
continued
£135.2
m
3
£135.2m
£119.8m
£70.1m
A large and growing
market structurally
shifting online and
facilitating the
circular economy
Unparalleled
competitive position
Scalable platform
model with
proprietary auction
technology
Six strategic
growth drivers
Attractive,
diversified and
resilient financial
model
Experienced
management team
with strong track
record
We enable consumers to
meet the growing demand
to buy more sustainably
through buying secondary
goods at online auctions.
The secondary asset market
is huge and growing, with
an increasing proportion of
assets being sold through
online auction due to
the benefits of price
transparency as well
as speed of sale. As we
simplify and improve the
online auction experience,
we expect our immediately
addressable market to grow
faster than the total
secondary goods market.
Our marketplaces have
leading competitive positions
in each of the geographies
and verticals in which they
operate. This generates a
critical mass of bidders,
which in turn results in
higher realised prices for
used assets and attracts
new inventory. Scale enables
us to invest in the products
and services which improve
both the auctioneer and
bidder experience, enhancing
the sustainability of our
shared success model.
Our proprietary auction
technology offers
auctioneers a unique suite
of products and services
on a stable and secure
technology platform. Our
platform operating model
enables us to grow volume
at a low marginal cost,
whilst also enabling us to
seamlessly integrate new
acquisitions.
Our six drivers provide
multiple opportunities for
growth. They are mutually
re-enforcing, offering
compound benefits when
executed together.
1. Extend the total
addressable market
2. Grow the conversion rate
3. Enhance the network
effect
4. Grow the take rate via
value-added services
5. Expand operational
leverage
6. Pursue accretive M&A
We have a strong track
record of growth. Our
exposure to a mix of
industries and geographies,
combined with the growth
in new revenue sources,
results in a diversified and
resilient revenue base. Our
high operational leverage
leads to expanding profit
margins and our
capital-light model ensures
strong cash generation.
Our management team
has a broad range of
technological, commercial
and e-commerce
experience combined with
a deep understanding of the
auction industry. We have
a strong track record of
execution and are well
placed to continue to
pursue the multiple
opportunities in front of us.
Read more on page 09
Read more on page 23
Read more on page 16
Read more on page 13
Read more on page 13
Read more on page 11
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
07
Investment Case
It is my pleasure to present ATG’s results for the year ended
30 September 2023. Against a backdrop of macroeconomic
uncertainty, ATG has delivered another year of growth,
underpinned by continued progress against our strategic
priorities. Our results demonstrate both the attractiveness
of the online auction channel as well as the resilience of ATG’s
business model. We successfully completed the value-accretive
acquisition of ESN, highlighting our opportunity for inorganic
growth in the fragmented secondary goods market. Additionally,
we have made significant advances in our environmental, social
and governance (“ESG”) strategy, further aligning our operations
with sustainable practices. On behalf of the Board, I would like
to thank the team at ATG for another successful year.
Financial performance
ATG has delivered another year of robust financial performance.
Revenues increased to £135.2m, up 13% versus the prior year
and up 5% on an organic basis1, excluding the impact of the ESN
acquisition and foreign exchange. Adjusted EBITDA of £64.0m
increased 19%, with the high operational leverage in our business
resulting in the adjusted EBITDA margin up 2ppt to 47%. Adjusted
earnings per share was 32.6p (FY22: 29.5p) after the impact of
higher net finance costs and basic earnings per share was 13.9p
(FY22: loss of (5.1)p). Our asset-light model resulted in strong
cash generation which enabled us to invest in the business,
fund the acquisition of ESN, and importantly to strengthen
the balance sheet with adjusted net debt/adjusted EBITDA
decreasing significantly from 2.4x at FY22 to 1.8x. The Board will
continue to review the Company’s dividend policy on an ongoing
basis but does not currently expect to declare or pay any
dividends for the foreseeable future.
Strategic highlights
During the year, the Board focused on supporting the management
team with the delivery of ATG’s six strategic growth drivers. ATG
has made good progress against each of these drivers, including
the expansion of the auctioneer marketing programme and the
trial of an integrated shipping service. These value-add services
along with atgPay represent significant growth opportunities for
the business and important steps in transforming the online
auction experience. The Board has also spent time reviewing ATG’s
technology stack and receiving updates on its transition to a single
technology platform, with the challenges and opportunities within
this investment phase. The Board supported the acquisition of
ESN in the year, which we believe is a very attractive opportunity
for ATG. ESN’s performance to date highlights an additional proof
point of ATG’s strong track record for sourcing and executing on
value-enhancing M&A opportunities. Finally, the Board has enjoyed
participating in ‘Meet the Team’ events and meeting employees
from across the organisation, getting to know them and their goals
and concerns. You can read more about ATG’s progress against its
strategic growth drivers and our future priorities on pages 16 to 20
of this report.
Sustainability at ATG
ATG is committed to operating a sustainable and responsible
business that delivers on its purpose to unlock the value of
the secondary goods market. This year, we consulted with our
stakeholders in order to better understand our environmental,
social and governance risks through an externally conducted
materiality assessment. The results of this assessment, detailed
on page 47 of this report, have helped to focus our sustainability
strategy, as laid out on page 45. The Board was delighted to support
the development of ATG’s Diversity, Equity and Inclusion strategy
including through Board members’ participation in the ‘Women
in Leadership’ event to share experiences and discuss pertinent
issues. Other notable progress within our sustainability strategy
in FY23 includes the implementation of a new information security
management system, the launch of several people initiatives such
as ATG Academy and the achievement of a 26% reduction in our
Scope 1 and 2 emissions. We are pleased to have been accepted
as a constituent of the FTSE4GOOD Index, recognising our strong
sustainability practices. Further details on ATG’s progress can
be found in the Sustainability Report on page 44.
Looking ahead
As I look out to the medium term, I see huge potential for
ATG as it continues to lead the transformation of the auction
industry. As ATG invests to improve the online auction experience
and attract more and more buyers to the curated secondary
goods market, we will continue to create long-term sustainable
value for all our stakeholders. ATG’s strong operational and
financial track record, experienced team and shared success
model provide me with confidence that ATG can continue to
deliver on its ambitious growth plans.
Breon Corcoran
Chairman
30 November 2023
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
08
Chairman’s Statement
1
The Group has made certain acquisitions that have affected the comparability
of the Group’s results. To aid comparisons between FY23 and FY22, organic
revenue has been presented to exclude the acquisition of EstateSales.NET
on 6 February 2023. Organic revenue is shown on a constant currency basis
using average exchange rates for the current financial period applied to the
comparative period and is used to eliminate the effects of fluctuations in
assessing performance.
We have executed on each of
our six strategic growth drivers,
including the accretive acquisition
of ESN, and in doing so have further
strengthened our competitive moat.
Amidst a year with macroeconomic uncertainty, I am pleased
to report that ATG delivered another year of growth, with
total revenues up 13% to £135.2m, and of strong operational
performance, with adjusted EBITDA rising 19% year-on-year
to £64.0m. We successfully acquired a new important asset
with the purchase of ESN in February and despite that, we
significantly strengthened our balance sheet with our leverage
ratio decreasing from 2.4x to 1.8x, reflecting strong cash flow.
In FY23, we are pleased to have made progress against each
of our strategic growth drivers.
The long-term opportunities for ATG are significant, given the
critical role of the auction industry and ATG’s ability to lead
its online transformation. Buying and selling secondary items
enhances sustainability and accelerates the growth of the
circular economy, factors that are of increasing importance to
both professional and consumer buyers. Purchasing secondary
items via auctions represents the best way to ensure total price
transparency, addressing a key objective of buyers to pay a fair
price and for sellers to achieve the maximum fair price possible.
The auction industry remains in the early stages of its online
transformation, with standards of user-experience still behind
that of e-commerce. The opportunity and challenge for ATG
is to make it easier to buy at auction and to alleviate points
of friction when buying on our marketplaces. We are extending
the penetration of atgPay, which removes a pain point for
auctioneers whilst increasing convenience and confidence
for bidders. We have developed new unique auction formats
and multiple tiers of service to drive operational efficiency
for auctioneers and increase choice for bidders. Most recently,
we launched atgShip, an integrated shipping solution to further
elevate the online auction experience and drive the conversion
rate over the medium term. As a result of these investments,
I believe we are approaching a tipping point, where the services
and user experience offered by our marketplaces will encourage
a wider pool of buyers to buy at online auction, whilst also
incentivising auctioneers to use ATG as their sole service
provider to access the online market.
1. Expand the total addressable market
Against an uncertain macroeconomic backdrop and following
years of accelerated growth during the Covid-19 period, THV on
our marketplaces grew 3% at constant currency to just under
£11bn. Our marketplaces facilitated just under 86,000 auctions,
a 16% increase year-on-year, and we grew our auctioneer
base to over 3,900 as we welcomed new auctioneers while
maintaining a high auctioneer retention rate. New auctioneers
included Sotheby’s, a world leading auctioneer for art and luxury
goods, who have begun listing a number of catalogues on our
marketplaces. All the ‘Big 4’ Art & Antique auctioneers now use
ATG’s marketplaces in some form, highlighting the attractiveness
of our bidder reach, for even the large global auctioneers. Our
marketplaces saw a 10% increase in the number of lots listed
in FY23 to over 22m, highlighting auctioneers continued trust
in ATG as their preferred platform to access the online market.
In the second half, THV declined 5% at constant currency,
impacted by the normalisation of used equipment prices
in some I&C categories, following elevated pricing in prior
years driven by shortages of primary equipment, as well
as a softening of A&A market activity impacted by a weaker
consumer macroeconomic environment.
The acquisition of ESN further expanded our reach into a new
segment of the secondary goods market, with estate sales
representing an estimated $5 billion annual market in North
America alone. Since acquisition, ESN has attracted even more
estate sellers, with 4,800 active organisations on the platform
as at the end of September, up 4% year-on-year.
2. Grow the conversion rate
The Group conversion rate at 31% decreased 2ppt year-on-year.
The rate was impacted by auctioneers re-opening physical
auctions post the Covid-19 period and also by the mix of
auctioneers on our marketplaces, with an increase in the
proportion of new and international auctioneers who bring new
THV but initially have a lower conversion rate. Conversion was
also impacted by the commercial decision to rotate volume with
high service requirements and minimal revenue contribution, for
lower levels of volume but which has a higher future revenue
potential. Excluding the impact, the Group conversion rate would
have been down 1ppt year-on-year and stabilised in the second
half, after the end of the annualisation of the Covid-19 period.
We have continued to make investments which we expect will
help to grow our conversion rate in the medium term. On the
bidder side, we have improved our search engine optimisation
through a revised site navigation and site taxonomy, as well as
new lot-focused category pages that help bidders to find what
they are looking for more easily. Since the launch of these pages
in the fourth quarter, GMV generated from search engines has
increased by 12%. We have launched new SMS programmes on
The Saleroom, including a watch list reminder, which helped
to drive over 100,000 bids placed from a SMS reminder.
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09
Chief Executive Officer’s Statement
On the seller side, we have continued to facilitate the shift to
timed online-only auctions including through updated pricing
structures, that create economic incentives to switch to a timed
auction format. This updated pricing structure was introduced
on Proxibid in March and rolled out on The Saleroom at the start
of FY24. From a product perspective, we know that many
auctioneers want to retain their own brand presence whilst
running a timed auction. Through our integrated bidding
programme, we offer Timed+, the unique ability to run a timed
online-only auction on our marketplace and simultaneously
on an ATG white label.
3. Enhance the network effect
Over the past year, we have hosted over 188m bidding sessions
on our marketplaces, up 9% year-on-year, in addition to a further
150m hosted on ESN. On ATG marketplaces, there were 1.6m
new bidding accounts registered, up 12% year-on-year, and over
11m auction registrations. With this scale and reach, we are now
focused on executing on enhancing the network effect across
our marketplaces by enabling cross-listing on any of our
marketplaces through our integrated bidding programme.
Cross-listing offers bidders the widest selection of inventory
easily accessed on an ATG marketplace. We launched Timed+
in March, which offers integrated bidding on timed online-only
auctions on LiveAuctioneers and Auction Mobility. We further
developed the integrated bidding solution to be used across our
other marketplaces and ATG white label products with launch
in early FY24. Since launch, auctions run on Timed+ have resulted
in a double-digit asset price uplift versus if the auction was listed
on Auction Mobility alone. We are now focused on making it easier
for auctioneers to cross-list on multiple marketplaces seamlessly.
4. Expand operational leverage
ATG has an attractive financial model with high operational
leverage and low capital intensity. In FY23, we grew our adjusted
EBITDA margin by 2ppt to 47%. In the year, we increased listing
fees across our platforms and we progressed against our single
technology platform including the roll out of our integrated
bidding programme. We reorganised our North America business
with the consolidation of our North America I&C and A&A
commercial teams. This organisation change aligns with our
platform strategy to expand operational leverage by centralising
costs and improving scalability. We are exploring AI solutions
and how they can lead to increased personalisation for our
users, better descriptions for our sellers, and better service
provided by ATG.
5. Grow the take rate via value-added services
In FY23, the Group take rate increased 0.3ppt to 3.6%, benefiting
from the growth of value-added services where revenue grew
27% on a constant currency basis. Value-added services now
accounts for 18% of total revenue, versus 9% three years ago.
Marketing adoption continues to be a key growth driver for us
with 59% of auctioneers using a marketing solution. We have
continued to roll out new marketing assets including search
advertising units and email segmentation as well as increasing
our social media investments. We increasingly offer self-serve
features as well as marketing subscription packages which
provides us with significant opportunity to continue to grow
marketing revenue beyond its current penetration at 0.5%
of GMV.
Onboarding of auctioneers to atgPay has continued to progress
with 91% of US based LiveAuctioneers and 38% of Proxibid
auctioneers onboarded by the end of September. 61% of
LiveAuctioneers’ US Gross Transaction Value was transacted
through atgPay in September, and we expect this to increase
in FY24 as we roll out autopay on the marketplace. Activation of
auctions with atgPay on Proxibid began in the third quarter and
we have seen an improving rate of usage towards the end of the
year, as we have continued to upgrade the product functionality.
We are very pleased with the launch of atgShip, an integrated
shipping solution for LiveAuctioneers, where we have partnered
with professional shipping services to provide a hassle-free
solution. Just under 150 auctioneers had been onboarded by the
end of the year, with over 1,500 lots shipped in the two-month
trial. The service is now being rolled out across
the LiveAuctioneers marketplace.
6. Pursue accretive M&A
In February, we acquired ESN for a purchase price of $40m.
The acquisition highlights ATG’s opportunity to pursue accretive
acquisitions in the fragmented used goods market and access
synergies that are unique to ATG. Since acquisition, ESN has
performed ahead of initial expectations, partly driven by growth
in both the number of buyers and sellers on the listing site,
including 121,000 net new subscribers joining ESN in FY23
taking the total number of subscribers to 1.1m. Growth has also
been driven by strong execution against strategic initiatives,
including the roll out of new marketing solutions with an
increase in both the adoption and the quantity of advertising
units, as well as an updated pricing structure for the site.
For FY24, we continue to see opportunities to further optimise
the listing site whilst also executing on the cross-selling
opportunities between ATG’s 188m web sessions and ESN’s
150m web sessions.
Progress against our ESG programmes
I am very proud of the progress we have made against our ESG
strategy in FY23. We continue to look for ways to reduce our own
environmental impact, and in FY23 we reduced our Scope 1 and 2
emissions by 26%, facilitated by the relocation of our Proxibid
office to a smaller and more energy-efficient location. We have
set up employee-led groups to discuss and champion ways to
reduce our environmental impact further, whilst also improving
our external reporting disclosures for a wider range of
environmental KPIs. We are also committing to achieving Net zero
as a Group by 2040. On social programmes, we launched All
ToGether, our connection and development programme, which
includes the ATG Academy and our new learning and developing
courses, with over 60 training courses having been run in the year.
Our newly launched ATG Values encompass everything that we
do, driving the way ATG operates with a winning team made up of
smart, passionate individuals who are connected to our purpose.
We have also strengthened our governance frameworks including
a new information security system which has been based on a
recognised international standard.
Summary
Whilst the macroeconomic environment has become more
challenging, ATG has been able to continue to deliver robust
growth, supported by our increasingly diversified and resilient
business model. With many of our strategic programmes, such
as shipping and payments, still early in their roll out, I have
confidence that we can continue to grow and to monetise more
of the opportunity in the fragmented online auction market.
ATG’s market position, track record, team and sustainable
shared success model leave us very well positioned to
continue to deliver value for all our stakeholders.
John-Paul Savant
Chief Executive Officer
30 November 2023
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Annual Report 2023
10
CEO’s Statement
continued
The online auction market
The online auction market as well as ATG’s business model
showed resilience in FY23, as evidenced by the 7% increase in
ATG’s total hammer value (“THV”)1, or 3% in constant currency
terms. The online auction channel remains a popular channel
for the sale of secondary goods due to attractive features such
as the speed of sale of assets, higher price realisation and
price transparency as well as faster innovation relative to other
channels for sale. The growth in the online auction channel has
continued in FY23, even after the ‘pull forward’ of some activity
to online during the Covid-19 period. However, the online
auction market did see some softening in the second half
with THV down 5% at constant currency impacted by weaker
consumer sentiment and the normalisation of I&C asset prices.
In FY23, ATG saw a 16% increase in the number of auctions
facilitated and a 10% increase in the number of lots listed
on its marketplaces (excluding ESN).
Art & Antiques
THV in the A&A market grew 1% at constant currency with
the auction market seeing some impact from macroeconomic
uncertainty and the resulting impact on the consumer. This
impact was more felt in the second half of the year when
THV decreased by 2% at constant currency. In the US,
measures of consumer sentiment including The Conference
Board Consumer Confidence Index declined towards the end
of FY23, impacted by concerns of rising prices in general and
a fear of an impending recession.
The UK A&A market has continued to see the impact from the
outcome of Brexit. As an ongoing consequence, UK auctioneers
have increasingly focused on selling to the US market, with UK
to US GMV up 6% in FY23. This trend will make ATG’s roll out of
integrated bidding across our sites even more compelling.
ATG THV
1
FY22
FY23
FY21
FY20
A&A
I&C
£10.8bn
+7%
£10.1bn
£7.8bn
£6.1bn
Auctions facilitated on
ATG marketplaces
FY23
FY22
85.9k
74.2k
Lots listed on
ATG marketplaces
FY23
FY22
22.3m
20.3m
1. Refer to the Glossary for full definitions.
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Annual Report 2023
11
Market Overview
Industrial & Commercial
THV in the I&C market grew 4% in constant currency to
£6.3bn in FY23. Whilst market growth remained robust,
certain categories within our end market did see some
impact from a softening of used asset prices. As more
used equipment became available for sale at auction
over the year, there was a knock-on impact on the pricing
of certain categories of I&C used equipment. For example,
the mid-month Manheim Used Vehicle Value Index, which
measures wholesale used-vehicle prices on a seasonally
adjusted basis, was down 3.5% year-on-year in September
2023, having fallen for all of 2023 following strong price
indexes in the prior year. For ATG, the volume offset and
higher take rates did help to mitigate this pricing impact.
A favourable trend for the supply of secondary assets has
been the gradual rise in the number of business insolvencies.
This follows a period of relatively subdued insolvency activity
during the Covid-19 period due to the low interest rate
environment. This trend has particularly benefited our
Bidspotter marketplaces which have seen an increase
in the number of auctions being held, more lots on offer
and lots sold online.
*source www.gov.uk August 2023
The shift to timed auctions
FY23 has seen the continued adoption of the timed auction
format. Timed auctions offer many advantages for both
auctioneers and bidders, including;
Operational benefits to auctioneers due to shortened sale
cycles and lower operational costs due to removing the
need to open an auction room for the day.
Commercial benefits to auctioneers including from
generating new bidders. As an example, timed auctions on
The Saleroom generated 20% more new bidders than the live
format and achieved comparable final sale prices in FY23.
Improved visibility of auctions for bidders and ease of
bidding through the timed format, with timed auctions on
The Saleroom producing a 17ppt higher bidder to conversion
rate than the live format
Bonhams, one of the ‘Big 4’ auctioneers, are testament to this
trend, having also integrated ATG’s unique timed format,
Timed+, onto their white label to offer a timed auction
concurrently on an ATG platform.
>28,000
timed auctions held
on ATG marketplaces
Manheim Used Vehicle Value price index
(%)
-20
-10
0
10
20
30
40
50
Sep 21
Jan 22
Jan 23
Sep 23
UK registered companies insolvency data
500
1,000
1,500
2,000
2,500
3,000
2019
2020
2021
2022
2023
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Financial Statements
Auction Technology Group plc
Annual Report 2023
12
Market Overview
continued
ATG operates online auction
marketplaces and auction services,
seamlessly connecting buyers and
sellers in the large and fragmented
used goods market.
Through our technology platform,
ATG simplifies and integrates multiple
parts of the auction and estate selling
process: from the cataloguing of items
to auction hosting, bid management
and digital marketing, to integrated
payments and shipping services.
We offer multiple selling formats,
including timed online-only auctions,
live and hybrid auctions and white
label and back-office solutions.
1
Our technology
Our proprietary auction technology enables largely mid-market auctioneers to
efficiently access the online market. We offer auctioneers unique capabilities including
the ability to run a timed online-only auction simultaneously on a white label and an
ATG marketplace. As a platform, we can increase the volume of transactions through
our marketplaces at minimal additional cost, whilst also sharing best practices across
the different brands we operate.
2
Our brands
Each of our marketplaces and listing sites are leading brands in their vertical and
geography, creating a competitive advantage. Our cost of customer acquisition is low,
highlighting the strength of our brands. This brand strength as well as ATG’s strong
reputation also provides buyers with a high degree of trust when buying second-hand.
3
Our scale
We have a critical mass of buyers and sellers that gives us significant scale
advantages. We partner with over 3,900 auctioneers and 4,800 estate sellers and the
consistently high retention rates of our customers demonstrate the ongoing value that
we offer. Attracted by the largest choice of inventory, we hosted over 338m bidding
sessions across all our marketplaces and sites in FY23.
4
Our shared success model
For over 50 years, we have worked in partnership with the auction industry and for
over 15 years have been their primary channel to reach the online world. Our shared
success model aligns ATG’s ambitions with those of our auctioneer and estate
selling partners and helps to ensure the sustainability of our business model.
Our key strengths
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Auction Technology Group plc
Annual Report 2023
13
Business Model
What we do
For our customers: auctioneers
We provide auctioneers with the technology to become true
e-commerce businesses and to access global bidders in a
cost-efficient way. We invest in what our auctioneers care
about, including self-serve analytical tools to become a
one-stop solution for managing their businesses.
100
m
online bids placed
(FY22: 103m bids)
For our consumers: bidders
We enable bidders to discover specialised and unique curated
items in a convenient and secure way. We are continuously
improving the bidder experience including the trial of an
integrated delivery solution.
7
m
lots sold
(FY22: 7m lots sold)
For our shareholders
We invest to drive long-term sustainable value for our
shareholders through growing revenues, earnings and profit
margins. We expect to continue to deleverage our balance
sheet as a highly cash generative business. Our capital
allocation priorities are also focused on organic investment
and completing accretive acquisitions.
£135
m
revenue
(FY22: £120m)
£64
m
adjusted EBITDA
(FY22 £54m)
For our people
We aim to ensure that our people can be at their best and
have the opportunity to develop a rewarding career at ATG.
76
%
engagement score
(FY22: non-comparable
due to updated survey
methods)
For the environment
We strive to minimise our environmental impact whilst also
providing a channel of green commerce by facilitating the sale
of used goods.
3
m
tonnes of carbon
saved from popular
15 items vs carbon
impact of buying new
(FY22: 3m)
Creating value
Co
nsignment
Payment
Cataloguing
& back office
services
Auction hosting
& bid management
Shipping
Post-sale analytics
& insight
Digital marketing
& Antiques
Trade Gazette
Bidder
registration
Read more on stakeholder engagement on pages 35 to 43
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Auction Technology Group plc
Annual Report 2023
14
Business Model
continued
Case study
First edition Harry
Potter sold for
£10,500 on The
Saleroom
A first edition of Harry Potter and the
Philosopher’s Stone sold at auction
in the UK to an online bidder. Bought for
30p after being withdrawn from a library,
the hardback copy was offered for sale
in July 2023. Published by Bloomsbury in
1997 with a laminated board cover, the
book is one of only 500 first edition first
impressions and, of those, one of only
300 sent to libraries. The sale attracted
international interest, with the winning
bid placed online via The Saleroom from
Los Angeles.
Case study
A laser cutting
machine sold for
$770,000 on
bidspotter.com
Factory machinery can easily find a new
home via an auction, offering the buyer
a good-quality asset and attractive
price and extending the life of the
piece of equipment. This laser cutting
machine can be programmed to make
precise laser cuts to metal tubing. The
machine went on sale in April 2023 on
bidspotter.com and sold for $770,000,
over three times higher than the first
bid of $250,000.
Case study
J Leyendecker
original art oil
painting sold for
$130,000 on
LiveAuctioneers
The painting used for the cover of the
24 October 1914 issue of the Saturday
Evening Post magazine, depicts a seated
woman in milk maiden clothing grieving
with her head down on the table.
She has recently received a war-time
letter now on the floor, insinuating
unfortunate news from the front line.
Case study
A metal
endoskeleton arm
from Terminator II
sold for £55,000 on
The Saleroom
Movie memorabilia is a rapidly growing
area of collecting interest. This arm
from one of the Terminator robots in
the opening sequences of this classic
James Cameron 1991 movie was sold
on The Saleroom in November 2022 for
£55,000, above the original estimate
of £30,000-£50,000.
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Annual Report 2023
15
What’s sold at auction in FY23
Our six growth drivers provide multiple
compounding levers for growth
Extend the 
total addressable
market
Grow ATG’s
conversion
rate
Enhance
the network
effect
Grow take rate
via value-added
services
Expand
operational
leverage
Pursue
accretive
M&A
Existing auction houses
listing more assets as well
as new auction houses
listing assets on ATG
marketplaces will extend
our immediately
addressable market. To
extend beyond this, we can
expand into new verticals
and channels within the
secondary goods market,
as well as extending the
scope of atgPay beyond an
ATG marketplace.
ATG’s conversion rate is a
function of how often ATG
provides the winning bidder.
On the auctioneer side, we
are actively facilitating the
move from live to timed
auctions. On the bidder
side, we are enhancing
the end-to-end user
experience to drive bidder
acquisition, engagement
and conversion.
By enabling auctioneers
to cross-list on multiple
ATG marketplaces and ATG
white label solutions,
auction houses can access
an increased pool of
bidders. Meanwhile, bidders
can more easily browse a
wider range of curated
used items.
We are developing a wide
suite of services that will
both simplify auctioneer
operations and also
improve the user
experience. Services
include marketing,
payments and shipping.
ATG operates a hub
and spoke model with
centralised support
functions. This allows us
to drive profitability and
generate cash as we grow,
whilst also enabling our
businesses to remain
nimble and respond to
local market conditions.
We operate in a large
and fragmented market,
which provides inorganic
growth opportunities.
Our acquisition focus is
on new verticals and/or
geographies, and/or the
addition of new
value-added services
and other products.
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Annual Report 2023
16
Six Strategic Growth Drivers
Strategic growth driver
Our progress in FY23
Our opportunities for FY24 and beyond
Associated risks
Extend the total
addressable market
THV grew 3% at constant currency and 7% at actual rates
to £10.8bn
Auctioneer retention in line with previous years and the
number of auctioneers on ATG grew to over 3,900
ESN acquisition extended ATG’s addressable market in
the estimated $5bn US estate sales market
Improve the user experience to attract more buyers to the
online auction channel
Actively target new auction houses, verticals and assets to
list on our marketplaces
Risks 1, 2, 3, 4, 5, 6 and 9 as
further detailed on page 30
Grow ATG’s
conversion rate
Conversion rate decreased 2ppt to 31%
Updated pricing structure on Proxibid to incentivise
the adoption of the timed format which has a 100%
conversion rate
Improved user experience including improved site
navigation and category landing pages
Progress was offset by the mix of assets and auctioneers
on our marketplaces and the reopening of physical auctions
Actively encourage auctioneers to shift to timed auctions
Continue to grow penetration of atgPay
Roll out atgShip
Risks 1, 2, 3, 4, 5, 6 and 9 as
further detailed on page 30
Enhance the
network effect
GMV declined 3% at constant currency and grew 2% at actual
rates to £3.3bn
Launched first stage of integrated bidding, Timed+ on
LiveAuctioneers and Auction Mobility, and trialled on other
ATG white label solutions
Roll out integrated bidding across other marketplaces and
ATG white label solutions
Risks 1, 2, 3, 4, 5, 6 and 9 as
further detailed on page 30
Grow take rate via
value-added
services
Take rate increased by 0.3ppt to 3.6%, excluding ESN
Grew adoption of auctioneer marketing solutions across
the Group
Rolled out atgPay on LiveAuctioneers and Proxibid
Trialled a shipping solution, atgShip, on LiveAuctioneers
Continue to grow the usage of marketing solutions
Grow the adoption of atgPay across marketplaces
Roll out atgShip, starting on LiveAuctioneers
Risks 1, 2, 3, 4, 5, 6 and 9 as
further detailed on page 30
Expand operational
leverage
Adjusted EBITDA margin expanded 2ppt to 47%
Invested in single technology platform programme
Implemented a new leadership and organisational structure
in North America
Continue to develop our single technology platform to
provide agility and flexibility, whilst also enabling the
acceleration of new product development
All risks as further detailed on
page 30
Pursue accretive
M&A
Completed the acquisition of ESN
Integration progressed well and on track with strategic
initiatives and ahead of original business plan
Remain active in looking for acquisition opportunities that
add to our footprint and/or increase value across our network
Risks 5 and 9 as further
detailed on page 30
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Auction Technology Group plc
Annual Report 2023
17
Six Strategic Growth Drivers
continued
Extend the total
addressable market
Case study
Sotheby’s
In July 2023, ATG established a partnership
with Sotheby’s, a world leading auctioneer for
art and luxury goods. Through the partnership,
Sotheby’s will list a number of its auctions on
two ATG marketplaces, The Saleroom and
LiveAuctioneers.
The partnership highlights the attractiveness
of ATG marketplaces for global auction
houses, helping them to drive sales and
increase reach by introducing them to
incremental bidders.
Enhance the
network effect
Case study
Timed+
Timed+ is a unique online auction
format that enables auctioneers to
simultaneously run a timed auction on an
ATG white label and an ATG marketplace.
The solution was initially rolled out on
Auction Mobility and LiveAuctioneers in
March 2023 and in FY24 is being rolled
out across other marketplaces. Timed+
not only incentivises auctioneers to
switch to ATG’s white label solution, but
also helps to facilitate the shift to timed
auctions. Cross-listing also encourages
bidders to use ATG as their primary
search portal by presenting them
with the broadest array of inventory,
therefore further strengthening our
competitive position.
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Annual Report 2023
18
Six Strategic Growth Drivers
continued
Pay
Case study
New rate card on Proxibid
In March 2023, we introduced a new
pricing structure on Proxibid which offers
differentiated fixed fee and commission
pricing depending on the type of auction run,
as well as on whether the auctioneer uses
other ATG services including marketing
and atgPay.
With a differentiated pricing structure, we
have provided auctioneers with economic
incentives to use a larger suite of ATG
products. An updated rate card for
LiveAuctioneers was also rolled out
in early FY24.
Grow the
conversion rate
Grow take rate via
value-added services
Case study
atgPay
Payments on LiveAuctioneers have
continued to grow with 91% of US-based
auctioneers onboarded and the payment
product accounting for 61% of US gross
transaction value on the marketplace in
September 2023. We are continuing to
develop the product including payments
automation, which requires every bidder
at an atgPay auction to receive an atgPay
invoice, as well as for autopay to be a
requirement for all atgPay auctions.
atgPay on Proxibid was activated in the third
quarter and by the end of September 38%
of auctioneers had already been onboarded.
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Annual Report 2023
19
Six Strategic Growth Drivers
continued
Pursue
accretive M&A
Case study
ESN
ESN provides the leading platform to
facilitate estate sales across the US. Both
corporate estate sale companies as well
as private customers use ESN to advertise
online the sale of millions of unique
second-hand items sourced from a range
of events including private home estate
sales and business liquidations.
ATG’s acquisition of ESN expands its
immediately addressable market into the
growing and fragmented US estate sales
market, providing another channel to
facilitate the growth of the circular
economy. ESN’s seller and buyer bases are
highly complementary and synergistic to
ATG, offering the opportunity to drive more
buyer traffic to ATG’s marketplaces, convert
browsers of ESN to online auctions and
enable sellers to cross-list across multiple
ATG marketplaces. The acquisition also
highlights ATG’s internal capability to
source and acquire attractive businesses.
Since the acquisition, ESN has performed
ahead of initial financial expectations. It has
also made significant progress to optimise
its site, through an updated pricing structure
and through the growth of marketing
solutions, where ESN has leveraged ATG’s
expertise to create new advertising solutions.
ESN has also grown the number of buyers
and sellers on the site with the total number
of subscribers to ESN reaching 1.1m by the
end of FY23.
Expand operational
leverage
Case study
North America
reorganisation
In FY23, ATG reorganised its North
American structure, including merging
the I&C and A&A product, technology,
marketing and commercial teams to
report into a single structure. This
reorganisation follows the acquisition
of LiveAuctioneers in FY22 and our
platform strategy to integrate
businesses into our hub and spoke
operating model, thereby streamlining
centralised costs, improving scalability
and ensuring aligned decision-making.
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Auction Technology Group plc
Annual Report 2023
20
Six Strategic Growth Drivers
continued
We monitor our progress using financial and
non-financial key performance indicators.
Revenue
(£m)
£135.2
m
FY23
FY22
FY21
£135.2m
£119.8m
£70.1m
Adjusted EBITDA
1
(£m)
£64.0
m
FY23
FY22
FY21
£64.0m
£54.0m
£31.8m
Adjusted free cash flow conversion
1
(%)
78.0
%
FY23
FY22
FY21
78.0%
92.5%
95.7%
Basic earnings/ (loss) per share
(p)
13.9
p
FY23
FY22
FY21
13.9p
(5.1)p
(31.0)p
Adjusted diluted earnings per share
1
(p)
32.6
p
FY23
FY22
FY21
32.6p
29.5p
9.2p
Why we use this measure
Why we use this measure
Why we use this measure
Why we use this measure
Why we use this measure
Revenue is used to measure the Group’s
overall growth and trading performance.
Adjusted EBITDA is the measure used
to assess the operating performance
of the Group.
The Group monitors its operational
efficiency with reference to operational
cash conversion, defined as adjusted
free cash flow as a percentage of
adjusted EBITDA.
Basic earnings/(loss) per share represents
the earnings/loss for the year attributable
to ordinary shareholders.
Adjusted diluted earnings per share
represents the adjusted earnings for the
year attributable to ordinary shareholders
divided by the diluted weighted average
number of ordinary shares outstanding
during the year.
Performance
Performance
Performance
Performance
Performance
Revenue increased 13% vs FY22, driven by
an increase in the take rate due to higher
fixed fees and the roll out of value-added
services, the acquisition of ESN and a
foreign exchange benefit.
The Group’s adjusted EBITDA increased
19% year-on-year driven by revenue growth
and an increase in the adjusted EBITDA
margin by 2ppt to 47%. Margin growth was
driven by the growth in high margin
marketplace revenue.
The Group generated £49.9m of adjusted
free cash flow
1
in FY23 (FY22: £49.9m) and
an adjusted free cash flow conversion of
78.0% (FY22: 92.5%). The decrease in
conversion reflects an increase in additions
to internally generated software, the timing
of auction activity and the timing and size
of performance related payments.
Basic earnings per share of 13.9p improved
from a loss of (5.1)p in FY22 driven by the
growth in profit after tax year-on-year as
higher operating profit and a tax credit offset
the impact of higher net finance costs.
Adjusted diluted earnings per share of
32.6p increased from 29.5p in FY22 as the
increase in adjusted EBITDA offset the
impact of higher adjusted net finance costs
and a higher adjusted effective tax rate.
Principal risks
Principal risks
Principal risks
Principal risks
Principal risks
Link to remuneration
Link to remuneration
Link to remuneration
Link to remuneration
Link to remuneration
Yes – see pages 98 to 112 of the Directors’
Remuneration Report for further details
Yes – see pages 98 to 112 of the Directors’
Remuneration Report for further details
No
No
Yes – see pages 98 to 112 of the Directors’
Remuneration Report for further details
Strategy/focus area
Strategy/focus area
Strategy/focus area
Strategy/focus area
Strategy/focus area
Financial KPIs
1.
This report provides alternative performance measures (“APMs”) which are not defined or specified under the requirements of UK-adopted International Accounting Standards. We believe these APMs provide readers with important additional information
on our business and aid comparability. We have included a comprehensive list of the APMs in note 3 to the financial statements, with definitions, an explanation of how they are calculated, why we use them and how they can be reconciled to a statutory
measure where relevant.
Strategy/focus area
Extend the total
addressable market
Grow the
conversion rate
Enhance the
network effect
Grow take rate via
value-added services
Expand operational
leverage
Pursue
accretive M&A
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
21
Key Performance Indicators
Total hammer value (“THV”)
1
(£bn)
£10.8bn
FY23
FY22
FY21
£10.8bn
£10.1bn
£7.8bn
Conversion rate
1
(%)
31
%
FY23
FY22
FY21
31%
33%
33%
Gross merchandise value (“GMV”)
1
(£bn)
£3.3
bn
FY23
FY22
FY21
£3.3bn
£3.3bn
£2.6bn
Take rate
1
(%)
3.6
%
FY23
FY22
FY21
3.6%
3.3%
3.5%
Why we use this measure
Why we use this measure
Why we use this measure
Why we use this measure
The Group’s THV represents the total final
sale value of all lots listed on the
marketplaces or the platform.
The conversion rate is GMV as a percentage
of the THV. It represents the % of total final
sale value of lots listed and sold on ATG’s
marketplaces where the winning bid was
placed on an ATG marketplace.
The Group’s GMV represents the total final
sale value of all lots sold via winning bids
placed on the marketplaces or the
platform.
Take rate represents marketplace revenue
as a percentage of GMV. It represents how
we monetise the value of items sold on
our marketplaces.
Performance
Performance
Performance
Performance
THV grew 7% at actual exchange rates
and 3% at constant currency to £10.8bn,
including as a result of an increase in
the number of auctioneers using our
marketplaces, an increase in the number
of auctions facilitated and an increase in
the number of lots listed.
The conversion rate declined 2ppt
year-on-year, as investments to incentivise
the adoption of timed auctions were offset
by the impact of a return to physical
auctions and the mix of auctioneers on
our marketplaces.
GMV grew 2% year-on-year at actual
exchange rates and declined 3% at
constant currency, driven by the
annualisation of strong performance in
FY22 that had benefited from the Covid-19
pandemic, a deceleration in auction activity
over the year and the proactive rotation of
GMV which had a lower take rate to
optimise revenue going forward.
Take rate increased by 0.3ppt to 3.6%,
benefiting from higher fixed fees, the
growth in auctioneer marketing solutions,
the roll out of atgPay and the launch of
a atgShip.
Principal risks
Principal risks
Principal risks
Principal risks
Link to remuneration
Link to remuneration
Link to remuneration
Link to remuneration
No
No
No
No
Strategy/focus area
Strategy/focus area
Strategy/focus area
Strategy/focus area
Operating KPIs
1.
Refer to the Glossary for full definitions. Operating KPIs exclude ESN.
Strategy/focus area
Extend the total
addressable market
Grow the
conversion rate
Enhance the
network effect
Grow take rate via
value-added services
Expand operational
leverage
Pursue
accretive M&A
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
22
Key Performance Indicators
continued
Group presentation of results
The financial results for FY23 are presented for the year ended
30 September 2023. On 6 February 2023, the Group completed
its acquisition of Vintage Software LLC., trading as EstateSales.
NET (“ESN”), for a consideration of $40m. The results for ESN
are included within the A&A operating segment in FY23. Full
details of the accounting implications are detailed in note 11
of the Consolidated Financial Statements.
The impact of the acquisition affects the comparability of the
Group’s results. Therefore, to aid comparisons between FY22
and FY23 organic revenue growth is presented to exclude the
acquisition of ESN on 6 February 2023. Organic revenue is shown
on a constant currency basis, using average exchange rates for
the current financial period applied to the comparative period
and is used to eliminate the effects of fluctuations in assessing
performance. Note 3 of the Consolidated Financial Statements
includes a full reconciliation of all APMs presented to the
reported results for FY23 and FY22.
Given that a significant majority of the Group’s revenue, costs and
cash flows are now generated in US dollars, for financial periods
beginning on or after 1 October 2023, the Group will change the
presentational currency in which the Group presents its
consolidated financial results from pound sterling to US dollars.
FY23 consolidated financial results presented in US dollars are
available on our website at www.auctiontechnologygroup.com
Group
Group revenue increased 13% year-on-year to £135.2m, driven by
growth in marketplace revenue, a favourable movement in the
foreign exchange rate and the acquisition of ESN. On an organic
basis
2
, revenue grew 5%, driven by the growth in value-added
services revenue and event fees which offset a 3% reduction
in GMV on our marketplaces. Commission revenue on our
marketplaces was flat year-on-year. Marketplace revenue
growth was partially offset by revenue declines on an organic
basis in Auction Services and Content.
Robust revenue growth, margin
expansion and strong cash generation.
Revenue
£135.2
m
FY22: £119.8m
Adjusted EBITDA
1
£64.0
m
FY22: £54.0m
Profit before tax
£7.1
m
FY22: £9.3m
Adjusted diluted earnings
per share
1
32.6
p
FY22: 29.5p
Basic earnings/(loss) per share
13.9
p
FY22: (5.1)p
Adjusted free cash flow
1
£49.9
m
FY22: £49.9m
Revenue
FY23
£m
FY22
£m
Movement
reported
Movement
organic
2
Art & Antiques (“A&A”)
65.6
55.3
19%
6%
Industrial & Commercial (“I&C”)
58.2
52.7
10%
7%
Total marketplace
123.8
108.0
15%
6%
Auction Services
8.3
8.6
(3)%
(7)%
Content
3.1
3.2
(3)%
(3)%
Total
135.2
119.8
13%
5%
1.
This report provides alternative performance measures (“APMs”) which are not defined or specified under the requirements of UK-adopted International
Accounting Standards. We believe these APMs provide readers with important additional information on our business and aid comparability. We have included a
comprehensive list of the APMs in note 3 to the Consolidated Financial Statements, with definitions, an explanation of how they are calculated, why we use them
and how they can be reconciled to a statutory measure where relevant.
2.
Operational KPIs are unaudited. Refer to the Glossary for full definitions. The Group has made certain acquisitions that have affected the comparability of the
Group’s results. To aid comparisons between FY23 and FY22, organic revenue has been presented to exclude the acquisition of EstateSales.NET on 6 February
2023. Organic revenue is shown on a constant currency basis using average exchange rates for the current financial period applied to the comparative period and
is used to eliminate the effects of fluctuations in assessing performance.
Tom Hargreaves
Chief Financial Officer
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
23
Chief Financial Officer’s Review
Art & Antiques
Revenue in the A&A segment increased 19% to £65.6m, up 6%
on an organic basis predominantly driven by the increase in the
take rate by 0.6ppt to 8.6%. This increase was the result of
growth in value-added services adoption, including marketing
and payments, in addition to a small contribution from the
newly launched shipping product, as well as price increases in
event fees. GMV across A&A declined 3% at constant currency
impacted by both challenging comparisons in the first half of
the year when the prior year had benefited from the Covid-19
pandemic and a slowdown in the A&A auction market in the
second half of the year, with A&A THV up 1% for FY23 and
down 2% in the second half. ESN delivered double-digit
revenue growth, ahead of plan, driven by sustained growth
in the estate sales subscribers on the site, an increase to our
pricing structure and the growth of marketing revenue on ESN.
The ESN contribution to the FY23 results was from the date
of acquisition on 6 February 2023.
Industrial & Commercial
I&C revenue grew 10% on a reported basis to £58.2m and 7%
on an organic basis, driven by a 0.2ppt increase in the take rate
to 2.2% that offset a decline in GMV in the second half. The take
rate improvement was driven by the continued growth in the
adoption and penetration of marketing solutions, the launch of
atgPay on Proxibid, which was activated on the marketplace in
the second half of FY23, and the updated pricing structure on
Proxibid which was rolled out from March 2023. GMV declined
3%, impacted by a reversion of used asset prices in some I&C
categories in the second half of the year following the easing of
supply chain constraints in the primary market. GMV was also
impacted by the commercial decision to switch out volume with
high service requirements and minimal revenue contribution,
but which has higher future revenue potential. Excluding this
impact, GMV would have been up 1% year-on-year. Total I&C
GMV remains 247% higher than it was pre-pandemic in FY19
reflecting the attractiveness of our business model.
Auction Services
Auction Services revenue of £8.3m declined 3% on a reported
basis and 7% on an organic basis. Revenue was impacted by a
shift of auction activity away from the white label channel
year-on-year and back to physical auctions. In FY23, we have
begun to better integrate our white label solutions with ATG
marketplaces through the launch of our integrated bidding
solutions. We would expect this to result in ATG increasingly
becoming the preferred provider for white label solutions.
Content
Content revenue declined 3% to £3.1m, as expected, driven
by the ongoing fall in advertising volumes as auctioneers
increasingly migrate their marketing spend to the online channel.
Financial performance
FY23
£m
FY22
£m
Movement
Revenue
135.2
119.8
13%
Cost of sales
(43.5)
(40.1)
8%
Gross profit
91.7
79.7
15%
Administrative expenses
(69.8)
(63.6)
10%
Other operating income
0.6
0.7
(14)%
Operating profit
22.5
16.8
34%
Adjusted EBITDA (as defined in note 3)
64.0
54.0
19%
Finance income
0.2
2.1
(90)%
Finance cost
(15.6)
(9.6)
63%
Net finance costs
(15.4)
(7.5)
(105)%
Profit before tax
7.1
9.3
(24)%
Income tax
9.8
(15.4)
164%
Profit/(loss) for the period aributable to the equity holders of the Company
16.9
(6.1)
377%
Operating profit
The Group reported an operating profit of £22.5m compared to
£16.8m in the prior year, driven by the increase in gross profit
which offset the impact from an increase in year-on-year
administrative expenses.
Gross profit increased 15% to £91.7m, with the gross profit
margin increasing 1ppt year-on-year, which reflects the revenue
growth and a high flow-through of revenue to gross profit. The
Group’s administrative expenses increased by £6.2m to £69.8m.
This increase includes £2.7m of one-off exceptional costs
related to the acquisition of ESN (FY22: Nil) and a £1.8m increase
in share-based payments to £7.0m, including the impact of
annual grants awarded in December 2022 and one-off awards
for certain members of the Senior Management Team. We
expect the share-based payments expense to broadly stabilise
going forward. The movement in administrative expenses also
includes the impact of foreign exchange movement as well as
investments in the business to support future growth.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
24
Chief Financial Officer’s Review
continued
Adjusted EBITDA
Adjusted EBITDA definitions and reconciliations to the
reported results are presented in note 3 of the Consolidated
Financial Statements.
Adjusted EBITDA increased from £54.0m to £64.0m
year-on-year. Adjusted EBITDA margin increased by 2ppt to
47% due to the growth in high margin marketing and fixed fee
revenue and cost management which offset the contribution
from lower margin payments revenue growth as well as the
impact from ongoing investments in products and services
to support future growth.
Net finance costs
Net finance costs were £15.4m compared to net finance costs
of £7.5m in FY22 and include the impact of a £4.1m non-cash
foreign exchange loss in FY23 versus a £2.1m non-cash foreign
exchange gain in FY22 related to intergroup balances. Excluding
this impact, as well as excluding the impact from a £1.6m
year-on-year decrease in the deferred consideration, net finance
costs increased £3.3m year-on-year. The increase primarily relates
to higher interest costs on our US dollar denominated Senior Term
Facility due to the increase in the Secured Overnight Financing
Rate (“SOFR”) and the movement in foreign exchange, offsetting
a lower level of borrowings. Our average interest rate for the year
increased from 4% to 8%. During the year, the Group pre-paid
$53.7m of its Senior Term Facility, in addition to repaying $26.3m
on the Revolving Credit Facility (“RCF”) that was drawn in the year
to fund the ESN acquisition. In the prior year, finance costs related
to interest costs on our Senior Term Facility, commitment fees,
foreign exchange gains and movement in the contingent
consideration. Finance income of £0.2m primarily relates to
interest income in the year (FY22: £2.1m including the foreign
exchange gain). The Group expects a small increase to net finance
costs excluding the impact of foreign exchange in FY24 reflecting
a higher average interest rate ofsetting a lower loan balance.
Profit before tax
After the impact of higher net finance costs year-on-year due
to the rising SOFR rates and the movement in foreign exchange,
the Group reported a profit before tax of £7.1m (FY22: £9.3m).
Taxation
The overall tax credit for the year was £9.8m (FY22: £15.4m
expense), arising from the profit in the year and a deferred
tax credit on unrealised foreign exchange differences and
non-deductible foreign exchange differences on intergroup loan
balances. The unrealised foreign exchange differences were not
recognised in the Group’s profit for the year due to differences in
the functional currency basis under tax and accounting rules for
the US holding entities. The Group’s effective tax rate for FY23
was a credit of 137% (FY22: 166%) is higher than the UK tax rate
(19% until April 23 and 25% thereafter) due to the net impact of
allowable deductions for the exercise of share options and the
deferred tax liability on the foreign exchange movements in the
year. The tax rate on adjusted earnings of 16% increased from
15% in the prior year, partly reflecting the increase in the UK
corporate tax rate, our primary tax jurisdiction. The Group
expects the tax rate on adjusted earnings to increase to 19%
in FY24, in line with the higher UK tax rate.
The Group is committed to paying its fair share of tax and
manages tax matters in line with the Group’s Tax Strategy,
which is approved by the Board and is published on our website
www.auctiontechnologygroup.com.
Earnings/(loss) per share and adjusted earnings
per share
Basic and diluted earnings per share was 13.9p and 13.8p
respectively compared to a loss of 5.1p in FY22, as a tax credit
offset lower profit before tax year-on-year. The weighted
average number of shares during the period was 122.2m
(FY22: 120.3m shares), with the increase year-on-year due
to the impact of vested equity incentive awards.
Adjusted diluted earnings per share was 32.6p compared to
29.5p in FY22 and is based on profit after tax adjusted to exclude
share-based payment expense, exceptional items (operating and
finance costs), amortisation of acquired intangible assets and
any related tax effects. The increase year-on-year is due to the
increase in adjusted EBITDA, partially offset by higher net finance
costs, an increase in the effective tax rate due to an increase in
the UK tax rate, and an increase in the weighted average number
of ordinary shares and dilutive options in the year.
A reconciliation of the Group’s profit after tax to adjusted
earnings is set out in note 3.
EstateSales.NET acquisition
On 6 February 2023, the Group acquired 100% of the equity
share capital of Vintage Software LLC, trading as EstateSales.
NET (“ESN”), for total consideration of $40m funded out of
the Group’s existing cash balance and debt facilities. ESN is a
leading estate sales listing site in the US and the purpose of the
acquisition was to access an adjacent channel in the resale of
secondary goods and to enable cross-selling opportunities for
the Group. The full acquisition accounting is detailed in note 11.
Foreign currency impact
The Group’s reported performance is sensitive to movements in both the US dollar and the euro against the pound sterling with a
mix of revenues included in the table below.
FY23
£m
FY22
£m
United Kingdom
19.7
18.5
North America
111.6
97.8
Germany
3.9
3.5
Total
135.2
119.8
The average FY23 exchange rate of pound sterling against the US dollar weakened by 3.1% and by 2.5% against the euro compared to
FY22, as shown in the table below.
Average rate
Closing rate
FY23
FY22
Movement
FY23
FY22
Movement
Euro
1.15
1.18
(2.5)%
1.15
1.13
1.8%
US dollar
1.23
1.27
(3.1)%
1.22
1.12
8.9%
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
25
Chief Financial Officer’s Review
continued
When comparing revenue in FY22 to FY23, changes to average
foreign exchange rates had a favourable impact on revenue of
£3.2m. Partially offsetting this, changes to foreign exchange
rates had an unfavourable movement on the Group’s cost of
sales and administrative expenses of £2.5m when compared
to FY22.
The tax for the period was also significantly impacted by
movements in foreign currency exchange rates, resulting in a
reduction to the tax charge of £9.7m. The strengthening of the
pound sterling against the US dollar over the year has given rise
to a loss of £42.4m on assets held and a gain on the external
dollar loan of £11.6m. A net loss of £30.5m has been recognised
in the foreign currency reserve.
For FY24, the Group will change the presentational currency in
which the Group presents its consolidated financial results from
pound sterling to US dollars.
Statement of financial position
Overall net assets at 30 September 2023 have decreased by
£9.3m to £530.0m since 30 September 2022. Total assets
decreased by £80.9m, largely driven by the strengthening of
pound sterling against the US dollar at the year end which has
reduced total assets by £53.5m. There has been a £47.9m cash
outflow related to the prepayment of our Senior Term Facility, net
of the drawdown to fund the ESN acquisition. Goodwill, intangible
and tangible assets increased due to goodwill and intangible asset
additions of £33.0m acquired with ESN and other additions of
£8.7m, net of the amortisation charge for the year of £30.4m.
The Group’s goodwill and intangibles were tested for impairment
at 30 September 2023 and no impairment was recognised,
although the A&A and Auction Services cash-generating units
remain sensitive to the key assumptions used in the model.
Refer to note 12 for further details.
Total liabilities decreased by £71.6m, primarily due to a reduction
in loans and borrowings of £59.0m, a decrease in deferred tax
liabilities of £23.9m, largely driven by the movement on the
unrealised foreign exchange differences and the unwind of the
capitalised acquisition intangible assets, and an increase in
creditors of £7.6m due to the impact of the deferred consideration.
Cash flow and adjusted net debt
The Group generated strong cash from operations at £57.7m
(FY22: £49.4m), driven by high margin revenue growth which offset
higher cash interest cost year-on-year. The movement in working
capital reflects the timing of auction activity, the size and timing
of performance related payments and growth in the business.
The £4.5m increase in additions to internally generated software
primarily relates to our programme to migrate to a single
technology platform as well as investment on new products
such as payments. Total expenditure on additions to internally
generated software and payment for property, plant and
equipment was £9.3m, in line with our guidance.
Adjusted net debt as at 30 September 2023 was £115.7m, a
decrease from £131.4m as at 30 September 2022 as strong
operating cash flow generation more than offset the impact
of the acquisition of ESN, additions to internally generated
FY23
£m
FY22
£m
Adjusted EBITDA
64.0
54.0
Cash generated from operations
57.7
49.4
Adjustments for:
Exceptional items
2.7
Working capital from exceptional and other items
(1.2)
5.0
Additions to internally generated software
(8.7)
(4.2)
Additions to property, plant and equipment
(0.4)
(0.3)
Payments for right of use assets
(0.2)
Adjusted free cash flow
49.9
49.9
Adjusted free cash flow conversion
78.0%
92.5%
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
26
Chief Financial Officer’s Review
continued
software and foreign exchange movements. The Group had cash
at bank of £6.1m and borrowings of £121.8m as at 30 September
2023 (30 September 2022: cash at bank of £49.4m and borrowings
of £180.8m). During the year, the Group paid $53.7m of its Senior
Term Facility, in addition to repaying $26.3m on the RCF that had
been drawn in the year to fund the ESN acquisition. The adjusted
net debt/adjusted EBITDA ratio decreased from 2.4x as at
30 September 2022 to 1.8x.
The Group’s adjusted free cash flow was £49.9m (FY22: £49.9m),
a conversion rate of 78.0% (FY22: 92.5%). The decrease in
conversion rate reflects the timing of auction activity, working
capital movement as well as an increase in additions to internally
generated software. A reconciliation of cash generated from
operations to adjusted free cash flow and adjusted free cash
flow conversion is included in note 3 of the Consolidated
Financial Statements.
Going concern
In assessing the appropriateness of the going concern
assumption, the Directors have considered the ability of the
Group to meet the debt covenants and maintain adequate
liquidity through the forecast period. The Group’s forecasts and
projections, taking account of reasonably possible changes in
trading performance, show that the Group is able to operate
comfortably within the level of its current facilities and meet
its debt covenant obligations.
Sensitivities have been modelled to understand the impact of
the various risks outlined above on the Group’s performance
and the Group’s debt covenants/cash headroom, including
consideration of a reasonable downside scenario. Given the
current demand for services across the Group at the date of
this report, the assumptions in these sensitivities, when taking
into account the factors set out above, are considered to be
unlikely to lead to a debt covenant breach or liquidity issues
under both scenarios.
After making enquiries, the Directors have a reasonable
expectation that the Group has adequate resources to continue
in operational existence for the foreseeable future and that it
remains appropriate to continue to adopt the going concern
basis in preparing the financial information.
Tom Hargreaves
Chief Financial Officer
30 November 2023
Dividends
As per the Group’s dividend policy, the Group sees strong growth
opportunities through organic and inorganic investments and,
as such, intends to retain any future earnings to finance such
investments. The Company will review its dividend policy on
an ongoing basis but does not expect to declare or pay any
dividends for the foreseeable future. Therefore, no dividends
have been paid or proposed for FY23 or FY22.
Post balance sheet events
There were no post balance sheet events.
Related parties
Related party disclosures are detailed in note 23 to the
Consolidated Financial Statements.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
27
Chief Financial Officer’s Review
continued
External Audit
Regulator
Board
Sets our overall risk appetite and ensures that we manage risks appropriately across the Group.
The Board delegates oversight of risk management activities to the Audit Committee.
Audit Commiee
Monitors the principal risks and uncertainties that have been identified through our risk management
systems while ensuring the appropriate mitigations are in place. The Committee also continually
reviews the effectiveness of our risk management and internal control systems, which support our risk
identification, assessment and reporting.
1st line
Front-line functions
Front-line operational teams
responsible for identifying
potential risks within their daily
duties and implementing
mitigating actions.
2nd line
Risk management functions
Apply specialist knowledge and
research to identify new
operational and strategic risks
and monitor changes to existing
risks, at a Group level.
Responsible for developing and
implementing risk management
frameworks, policies and
procedures and ensuring the
first line are adequately trained
and informed on the Group’s risk
management approach.
3rd line
Internal Audit
Led by the Group Head of Risk
and Internal Audit, provides an
independent and objective view
on the first and second line as
well as advice on the adequacy
and effectiveness of governance,
internal controls and risk
management. Reports directly
to the Audit Committee.
The Board is collectively responsible for determining the nature
and extent of the principal and emerging risks the Group is
willing to take in achieving its strategic objectives.
Risk management approach
The Board has overall responsibility for risk management.
On a day-to-day basis, this is managed by the Group Head
of Risk and Internal Audit, appointed in FY23. This is a key
role to ensure the Group remains abreast of its principal
and emerging risks, as well as owning the monitoring and
review of the effectiveness of the Group’s systems of risk
management and internal control. The Group Head of Risk
and Internal Audit reports directly to the Audit Committee.
The Board is responsible for identifying the significant
strategic, operational, financial, compliance and reputational
risks and ensuring there is an appropriate risk management
framework in place to manage these risks.
The Board has implemented a risk management system
which is managed by the Group Head of Risk and Internal
Audit. This assists in determining the nature and extent of
the significant risks the Board is willing to take in achieving
its strategic objectives. The Board formally approves the
Group’s strategic risk register on an annual basis.
The Group Head of Risk and Internal Audit works closely
with the Leadership Team. This includes an annual review
of the Group’s strategic risk register and an assessment
of the principal and emerging risks.
The Group applies a ‘Three Lines of Defence’ model to
risk management.
Three Lines of Defence model
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Annual Report 2023
28
Risk Management
EFFECTIVE
RISK
MANAGEMENT
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Risk management process
Effective risk management is critical in order for us to
achieve our strategic objectives. Our risk management
system is designed to support the identification,
assessment, management and subsequent monitoring,
reporting and review of any material risks that threaten
the Group’s strategic and business objectives.
1. Seing the risk appetite
The Board recognises the need
for informed risk-taking in order to
deliver sustainable and profitable
business growth. Our risk appetite
across different areas informs the
Group’s risk and control framework
and day-to-day control activities.
The Group wants to be best in class
and highly respected across the
industry. The Board will not accept
any negative impact on reputation
with any key stakeholders and will
only tolerate minimum exposure
such as minor negative press
coverage. The Board will not accept
negative impacts on employees.
2. Identifying risks
Principal and emerging risks are
maintained in the Group’s strategic
risk register by the Group Head of
Risk and Internal Audit and
reviewed by the Audit Committee
and the Board bi-annually. The
strategic risk register captures the
assessment of each risk, mitigating
controls in place and residual risk
ratings. The Group Head of Risk and
Internal Audit works closely with
the front-line teams to understand
current and emerging risks at the
operational level.
3. Assessing risks
Risks are evaluated to establish
the root cause and to quantify the
likelihood of the event occurring
and the full range of potential
impacts from a minimum (best
case) to a maximum (worst case).
These scores are compared against
our risk appetite to support the
decisions for further mitigation
as appropriate.
4. Managing risks
Mitigating actions are developed
by management and implemented
by the front-line teams. Overall
ownership of the principal risks
is assigned to members of
Senior Management.
5. Monitoring and reviewing risks
Strategic and operational risks
are monitored by the Group Head
of Risk and Internal Audit on an
ongoing basis. Periodic review is then
performed by the Audit Committee
as part of a review of the output
of the Group’s risk management
system. Ultimate oversight is
then given by the Board through
bi-annual reviews. Independent
challenge is provided on an ongoing
basis by the Internal Audit Team and
our external auditors.
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Financial Statements
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Annual Report 2023
29
Risk Management
continued
Identifying, monitoring and managing the Group’s
principal risks
The Board conducted a thorough evaluation of key risks to the
Group, assessing potential threats to its business model, future
performance, solvency, and liquidity. This involved analysing the
likelihood and impact of each identified risk, along with the
corresponding mitigation strategies.
This section details our principal risks and uncertainties, as
well as any unforeseen risks, whether individually or collectively,
which could impact the Group’s business, operations, and
financial condition. Operating in a dynamic environment with
inherent risks, we actively identify and address new risks
through a systematic review process.
New and emerging risks
The Board consistently evaluates both external and internal
business landscapes to identify and understand emerging,
evolving, or escalating risks and issues. This is achieved through
operational risk assessments and various horizon scanning
initiatives. This proactive approach allows us to strategically
plan and operate, mitigating potential threats effectively.
Emerging risks
The Group’s ongoing risk management process involves the
identification and evaluation of emerging risks by the Group’s
management, assessing their impact on the business. This year,
the Sustainability and ESG Committee, along with the Audit
Committee, have reviewed emerging risks, including those
related to climate and environmental reporting, reporting
findings to the Board. As a provider of digital marketplace
technology, the Group maintains a low carbon footprint and
minimal environmental impact. Considering the nature of the
Group’s operations, it has been determined that climate change
actually presents opportunities, allowing the Group to foster
and expedite the growth of the circular economy, establishing
a global channel for sustainable commerce.
From the analysis performed with our external consultants it
has been concluded that the financial impact of climate-related
risks on the Group’s operations is low. The Sustainability and
ESG Committee has identified a range of potential transitional,
physical and investor-related risks and opportunities, across the
Group’s value chain, including platforms, customers, consumers
and employees, which have been outlined in detail on pages 52
to 53. On this basis the Board has concluded there is no
principal risk for the Group in respect of climate change.
Our risk assessment matrix prior
to mitigating actions:
1
IT infrastructure – stability
and business continuity of
auction platforms
2
IT infrastructure – inability to keep
pace with innovation and changes
3
Cyber threat and data security
4
Competition
5
Failure to deliver expected
benefits from acquisitions and/or
integrate the business into the
Group effectively
6
Attracting and retaining skills/
capabilities and succession
planning
7
Regulatory compliance
8
Governance and internal control
9
Economic and geo-political
uncertainty
Likelihood
Impact
Year-on-year movement
Medium
Medium
Low
High
Low
Low
Medium
High
Critical
Strategy/focus area
Extend the total
addressable market
Grow the
conversion rate
Enhance the
network effect
Grow take rate via
value-added services
Expand operational
leverage
Pursue
accretive M&A
Trend key
Heightened risk
No change
Reduced risk
Risk assessment matrix
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Financial Statements
Auction Technology Group plc
Annual Report 2023
30
Principal Risks and Uncertainties
1. IT infrastructure – stability and business
continuity of auction platforms
2. IT infrastructure – inability to keep pace
with innovation and changes
3. Cyber threat and data security
Description of the risk
Description of the risk
Description of the risk
An inability to maintain a consistently high-quality experience, including
network or server failure for the Group’s auction houses and bidders
across its marketplaces or platform, could affect the Group’s reputation,
increase its operational costs and cause losses. IT service disruption could
occur due to interruption in the provision of service from key suppliers.
If the Group does not invest and manage the platforms and product
development appropriately, incorporating new features and embracing
technological advancements, there is a risk of falling behind in innovation.
This could lead to a decrease in the number of auction houses and
bidders utilising the marketplaces or platform, ultimately resulting
in a loss of revenue.
The Group has a high dependency on technology and multiple internal IT
systems. These are at risk of security breaches and targeted cyber attacks.
Despite our security measures, any compromise of our systems could
disrupt the Group’s business, compromise sensitive and confidential
information, affect the Group’s reputation, increase costs and lead to
financial penalties.
Changes in the year
Changes in the year
Changes in the year
The Group has expanded with the acquisition of ESN. Integration of the
new business has been successful and the Group now operates eight
marketplaces across four technology platforms, which requires
continuous real-time monitoring.
We have made progress this year on our journey to a single technology
platform. This has included implementing common tooling, shared
cataloguing and shared design systems.
Our marketplaces have been continuingly upgraded, including tuning,
migration from on-premises to cloud and a lessening of reliance on
VMware infrastructure.
This year has seen growth of value-add services, with these now
accounting for 18% of total revenue. 59% of auction houses have now
adopted our marketing solutions.
Our payments solution, atgPay, has been rolled out, with 91% of US-based
LiveAuctioneers auction houses and 38% of Proxibid auction houses
onboarded as at the end of September 2023.
We are leveraging AI solutions, leading to improved personalisation for
our users in several products. Going forward, we are looking to expand
the use of AI, including image recognition and generative AI to support
lot descriptions.
We have also successfully trialled our delivery solution, atgShip on
LiveAuctioneers, providing bidders with new options for shipment of
their purchases.
The Group’s security programme has expanded to include the ESN
acquisition, including risk assessment, vulnerability remediation, incident
management and all other ATG security controls.
Teams and systems across the Group’s landscape are merging and
centralising, having a positive impact on the ability to effectively monitor
and secure threats against our applications, systems and employees.
The Information Security Steering Committee has been established in the
year headed by the Head of Information Architecture and Security. The
committee oversees regular internal and external risk assessments on the
Group’s technologies, cyber security and practices affecting user data. The
committee reports its findings to the Audit Committee.
Mitigating actions/controls
Mitigating actions/controls
Mitigating actions/controls
The cross-functional team to manage cloud operations and engineering
across all marketplaces has matured to the point of enforcing standards
to improve system stability and improve efficiency on technology delivery.
We have a comprehensive plan to consolidate all of the Group’s
marketplaces which will operate alongside a set of shared services. This
consolidation process will continue in stages over the coming years.
We have a dedicated team who have modernised the Group’s monitoring
and alerting framework to include real user monitoring features to gain
perspective on our customers’ experience in the marketplaces.
The Chief Product Officer is key to developing the Group’s value-add
services. They also oversee the dedicated product team who are
responsible for keeping pace with changes in customer expectations and
technological developments and defining the roadmap of features for the
platforms and marketplaces. New functionality is tested with a subset of
the user base, to gather real-time usage data and feedback, to then
optimise the user experience.
The Group has an internal governance framework for data protection and
security policies and procedures in place along with robust IT and security
controls. Annual penetration tests are performed on all proprietary
systems along with security recommendations from third-party security
providers which are reviewed each month.
We have a Group-wide IT security policy based on the ISO 27001 standard
and consolidated incident response processes and procedures.
The Head of Information Architecture and Security oversees all data
security matters, with independent assurance from our Group Data
Protection Officer, who both work with stakeholders across the Group
to review, develop and improve our data practices and procedures.
Risk owner
Risk owner
Risk owner
Chief Technology Officer
Chief Technology Officer
Chief Product Officer
Chief Technology Officer
Strategy/focus area
Strategy/focus area
Strategy/focus area
Trend
Trend
Trend
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Annual Report 2023
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Principal Risks and Uncertainties
continued
4. Competition
5. Failure to deliver expected benefits from
acquisitions and/or integrate the business
into the Group effectively
6. Attracting and retaining skills/
capabilities and succession planning
Description of the risk
Description of the risk
Description of the risk
The Group’s business model may come under pressure should a significant
number of auction houses choose to take bidder generation, technology
development and customer service (amongst other things) in-house and so
bypass the marketplaces or platform, including as a result of auction
houses who use the Group’s white label offering attempting to maintain
their own platforms rather than using the Group’s platform.
The Group has recently made and in the future may undertake further
acquisitions and investments, which may prove unsuccessful or divert
its resources, result in operating difficulties and otherwise disrupt the
Group’s operations.
Our business depends on hiring and retaining first class talent in the highly
competitive technology industry. Inability to attract and retain critical skills
and capabilities could hinder our ability to deliver on our strategic objectives.
Changes in the year
Changes in the year
Changes in the year
This year our auctioneer base grew to over 3,900 as we welcomed new
auctioneers as well as maintaining our high auctioneer retention rate.
New auctioneers included Sotheby’s, a world leading auctioneer for
art and luxury goods; all of the ‘Big 4’ auctioneers now use ATG’s
marketplaces, highlighting the attractiveness of our bidder reach,
even for large global auctioneers.
The acquisition of ESN has further expanded our addressable market
into the US estate sales market. Since acquisition, ESN has attracted
even more estate sellers, with 4,800 active sellers on the platform as
at the end of September 2023.
In February 2023, we completed the acquisition of ESN.
Integration of ESN into the Group has progressed well. A key senior
member of the Group’s Leadership Team has taken on the role of the
General Manager of ESN. Roles have been recruited appropriately in
advance of the previous management’s planned exit, enabling a smooth
handover and transition.
In FY23 the business has performed ahead of the acquisition plan.
Best practices have been shared in ESN, including, but not limited to,
the optimisation of pricing, marketing strategies and business planning.
Integration of ESN into the Group technology platform is targeted to
commence in FY24.
In FY23 we launched the ATG Academy, our new global learning and
development programme, which included over 60 courses designed for
our employees that were bespoke to working at ATG.
We also launched a new onboarding programme to help set new
employees up for success which includes induction sessions, regular
HR check-ins, a meeting with the Chief Executive Officer, and a thorough
Global Orientation session where new employees have the opportunity
to meet multiple executives.
Additionally, we launched All ToGether, our connection and development
programme which includes a range of training programmes, networking
events and other programmes to support the development and
engagement of our employees.
Mitigating actions/controls
Mitigating actions/controls
Mitigating actions/controls
The combination of our leadership, people, agile way of working and strong
industry knowledge and networks helps to ensure that we stay up-to-date
with the competitive landscape within which we operate.
We are constantly innovating with our technology and engaging our
customers for feedback. We also undertake regular horizon-scanning
activities to understand competitive threats and opportunities.
The Group is investing in its End-to-End experience to significantly
improve the online buying experience at auction as well as simplifying and
streamlining how auction lots are listed online to further strengthen its
competitive position.
We have an experienced Head of M&A who takes a disciplined approach to
identifying and testing acquisitions to ensure they would be an appropriate
strategic fit for the Group as well as earnings enhancing.
Clear plans and route maps are prepared to successfully integrate newly
acquired businesses into the Group. It is important that we retain key
expertise in our newly acquired businesses. Post the acquisitions
completing we continue to review operational structures to ensure they
are optimised globally.
Performance of the acquired businesses is reviewed against the initial
investment cases prepared to ensure it is in line with original expectation.
As a global business it is important that we perform regular reviews of our
remuneration packages, share incentive schemes and training provided to
our employees. Annual employee surveys and performance reviews are
undertaken across all levels.
The Chief People Officer is working to ensure the integration of culture
across the different businesses. The Chief Executive Officer and Chief
Financial Officer regularly travel to businesses across the Group to assist
with talent retention. The Nomination Committee has continued to review
succession planning for the Board and senior management.
Further details on our people can be found in the Sustainability Report on
page 44 and Nomination Committee report on page 90.
Risk owner
Risk owner
Risk owner
Chief Executive Officer
Chief Executive Officer
Chief People Officer
Strategy/focus area
Strategy/focus area
Strategy/focus area
Trend
Trend
Trend
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Annual Report 2023
32
Principal Risks and Uncertainties
continued
7. Regulatory compliance
8. Governance and internal control
9. Economic and geo-political uncertainty
Description of the risk
Description of the risk
Description of the risk
The Group operates in a constantly changing and complex regulatory
environment, especially as a listed business on the London Stock
Exchange. There is a risk that the Group fails to comply with these
requirements or to respond to changes in regulations, including the
Financial Conduct Authority’s rules and guidance, or specific legislation
in the territories in which the Group operates, including the Competition
and Markets Authority in the UK and tax authorities across all territories.
Non-compliance could lead to reputational damage, financial or criminal
penalties and impact on our ability to do business.
Any failure and/or weakness in governance or internal controls, financial
or non-financial, could have a significant impact on the operations and
financial performance of the Group.
Group performance could be adversely impacted by factors beyond our
control such as macroeconomic conditions and political uncertainty in
key markets.
Changes in the year
Changes in the year
Changes in the year
There continue to be further regulatory requirements and focus placed
on listed businesses. FY23 is the second year that the Group has reported
on climate-related issues in line with the Task Force on Climate-related
Financial Disclosures framework.
Sales tax has been an area of focus, particularly following the roll out
of atgPay. External consultants have been utilised to ensure the Group’s
approach remains appropriate.
Whilst not material for the Group, the evolution of sanctions law, and in
particular with reference to Russia, will continue to be closely monitored
by the Leadership Team.
A Group Head of Risk and Internal Audit has been appointed in the year,
reporting to the Audit Committee. This is a key role to ensure the Group
remains abreast of its principal and emerging risks, as well as owning the
monitoring and review of the effectiveness of the Group’s systems of risk
management and internal control.
The financial controls framework which has been developed for the
Group’s finance function has undergone review and testing by Internal
Audit during the year.
Internal Audit has also performed reviews over the atgPay product from an
operations and finance perspective to assess the governance and controls
in place. The Group’s business continuity and disaster recovery plans have
also been assessed by Internal Audit.
Policies are reviewed on an ongoing basis and updated where appropriate
to ensure they remain fit for purpose for the Group.
The after-effects of the Covid-19 pandemic are continuing to abate and
the impacts of the conflict in Ukraine to the Group have been minimal.
Whilst the macroeconomic environment has impacted our rate of growth
in the second half, we have been able to offset the impact on GMV by
executing against key initiatives that further diversify the revenue mix of
our business and add new revenue streams.
In order to prepare for other external uncertainties, we have diversified our
revenue stream with the roll out of value-added services which now
account for 18% of Group revenue.
Additionally, our acquisition of ESN has increased our exposure to recurring
revenue through its subscription model.
Mitigating actions/controls
Mitigating actions/controls
Mitigating actions/controls
Compliance for the Group is overseen by the Audit Committee and the
Board has ultimate responsibility. The Board and its Committees are
supported by our legal, company secretary, finance, operations and
technology teams. We ensure that all our people are appropriately trained
in compliance, relative to their roles, and that this is maintained on an
ongoing basis.
We have developed a detailed governance framework to monitor our legal
and regulatory risks, and to ensure that we comply with the principles,
rules and guidance applicable to our regulated activities. These are
regularly reported upwards to the Audit Committee and Board.
The Audit Committee fulfils a vital role in the Group’s governance
framework, providing independent challenge and oversight of the
accounting, financial reporting and internal control processes.
The Board has ultimate responsibility for ensuring compliance with the
Corporate Governance Code. For further information on activities undertaken
by the Board and Committees during the year see pages 70 to 93.
The Group demonstrated, particularly through the Covid-19 pandemic, that
it has a strong business model and its diversified revenue streams and
geographical markets help to mitigate the impact of political or economic
instability in any particular country or region.
The Group’s commission revenue stream is directly linked to asset prices
which provide a natural inflation hedge. The diversification of the Group’s
revenue streams as we roll out and grow value-add services including
payments and marketing also helps in more uncertain economic periods.
The Group’s exposure to the secondary goods market may benefit in periods
of economic uncertainty as buyers look for value in second-hand assets,
and as the supply of second-hand assets at auctions increases due to the
need for liquidity, including through business insolvencies.
Risk owner
Risk owner
Risk owner
Chief Financial Officer
Chief Operating officer
Chief Executive Officer
Chief Financial Officer
Chief Executive Officer
Chief Financial Officer
Strategy/focus area
Strategy/focus area
Strategy/focus area
Trend
Trend
Trend
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Financial Statements
Auction Technology Group plc
Annual Report 2023
33
Principal Risks and Uncertainties
continued
Overview
The Directors have assessed the Group’s prospects, both as a
going concern and its viability longer term. Understanding of the
Group’s business model, strategy and principal and emerging
risks is a key element in the assessment of the Group’s
prospects, as well as the formal consideration of viability. The
Group’s strategy is detailed on pages 16 to 20 and the Group’s
principal risks, described on pages 30 to 33.
The Group’s prospects are assessed primarily through its
annual long-term detailed planning process which considers
profitability, the Group’s cash flows, committed facilities,
liquidity and forecast funding requirements. This exercise
is completed annually and was signed off by the Board in
October 2023. As part of this the Board considers the
appropriateness of key assumptions, taking into account
the external environment and the Group’s strategy.
Liquidity and financing position
The Group’s modelling has been prepared based on the
it’s financing arrangements which include the following:
a $204.0m Senior Term Facility. The Senior Term Facility
was drawn in full immediately prior to completion of the
LiveAuctioneers acquisition on 30 September 2021 and will
be due for repayment on 17 June 2026; and
a $49.0m multi-currency Revolving Credit Facility. Any sums
outstanding under the Revolving Credit Facility will be due for
repayment on 17 June 2026.
The Directors are expecting to begin renegotiations on the
financing arrangements for the Group 18 months prior to the
current facilities expiring and, given the level of debt which
would be required, there is a reasonable expectation the Group
will be able to successfully refinance.
The assessment period
The Directors considered a number of factors in determining
the period covered by the assessment. This included the Group’s
principal risks, the current and future financing arrangements, and
the certainty over future auction activity. By their nature, forecasts
inherently become less accurate and more uncertain as the
planning horizon extends. While we prepare a five-year plan, the
plan’s focus is mainly on the first three years with the outer two
years relying more on expected trends and extrapolations.
The Directors have assessed the appropriateness of this
assertion as detailed business planning focuses on the near-term
budget process based on the information available to the Group
for the markets and operating environments in which the Group
operates, with decisions on future funding and capital allocations
focused on this period. In this context, the long-term viability
assessment has been based on a three-year time frame,
covering the period to 30 September 2026. On this basis the
Directors have determined that three years was the most
appropriate period for assessing the Group’s prospects.
Forecasts and prospects
The Group’s prospects have been assessed mainly with
reference to the Group’s strategic planning and associated
long-range financial forecast. This incorporates a detailed
bottom-up budget for each part of the business. The budgeting
and planning process is thorough and includes input from
department managers, as well as the Leadership Team.
The Directors participate in strategic planning and review the
detailed bottom-up budgets. The outputs from this process
include full financial forecasts of revenue, adjusted EBITDA,
adjusted and statutory earnings, cash flow, working capital and
net debt. The Directors consider that the planning process and
monthly forecast updates provide a sound underpinning to
management’s expectations of the Group’s prospects.
Assessing the Group’s viability
The viability of the Group has been assessed, taking into account
the current financial position, including external funding for the
Group in place over the assessment period, and the impact of
certain scenarios arising from the principal risks, which have the
greatest potential impact on viability in that period. A number of
scenarios have been modelled, considered severe but plausible,
that encompass these identified risks. Whilst each of the risks
for the Group outlined on pages 30 to 33 has a potential impact
and has been considered as part of the assessment, only those
that represent severe but plausible scenarios were selected
for modelling.
For each scenario, the modelling captured the impact on key
measures of profitability, cash flow, liquidity and debt covenant
headroom. The scenarios have been run both individually and
combined (the combination of all downside scenarios occurring
at once is considered to be remote). The scenarios are
hypothetical and purposefully severe with the aim of creating
outcomes that have the ability to threaten the viability of the
Group. The Group has multiple control measures in place to
prevent and mitigate the scenarios from taking place.
Although each of the downside (and the combined) scenarios result
in increased leverage, they all result in headroom over the current
and expected bank facilities and existing covenants at all testing
points, even where none of the mitigating actions have been applied
such as reducing discretionary capital and operating expenditure.
Viability statement
Based on these severe but plausible scenarios the Directors
confirm that they have a reasonable expectation that the Group
will be able to continue in operation and meet its liabilities as
they fall due over the three-year period to 30 September 2026.
Downside scenario
Associated principal risks
Description
Significant reduction in
commission revenue
due to THV reduction
IT infrastructure – stability and business continuity of auction
platforms
IT infrastructure – inability to keep pace with innovation and changes
Competition
Economic and geo-political uncertainty
This scenario assumes an absolute
reduction in THV of 11% versus the base
case over the three-year period.
Significant reduction in
commission revenue
due to conversion rate
decline
IT infrastructure – stability and business continuity of auction
platforms
IT infrastructure – inability to keep pace with innovation and changes
Cyber threat and data security
Competition
Economic and geo-political uncertainty
This scenario assumes an absolute
reduction in the Group’s conversion rate
of 14% over the three-year period.
Lower revenue growth
from value-added
services across the
Group
IT infrastructure – inability to keep pace with innovation and changes
Failure to deliver expected benefits from acquisitions and/or integrate
the business into the Group effectively
This scenario assumes that the revenue
from value-added services is reduced by
50% versus the base case by FY26 due
to delays in the roll out.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
34
Viability Statement
Engaging with our stakeholders is
integral to the Board’s decision-making
and achievement of our strategy.
Effective stakeholder engagement helps
us better understand the impact of our
decisions on all our stakeholders.
Section 172 of the Companies Act 2006 requires directors to act
in a way that promotes the success of the Company for the
benefit of shareholders as a whole, whilst having regard to the
interests of its other stakeholders. This section of the report
serves as our Section 172(1) Statement, setting out how
Directors have taken into consideration the interests of
material stakeholders in their decision-making.
The Board considers its duties under Section 172(1) in all its
discussions and decision-making and reference to Section 172(1)
and the duty to consider stakeholder interests is highlighted at
each Board meeting. In taking decisions, the Directors consider the
balance of interests of the stakeholders who might be affected,
details of which are recorded in the Board minutes. The principal
stakeholders identified by the Board are set out in the Business
Model section of the Strategic Report on pages 13 to 14. The
following table summarises our key stakeholders, how we have
engaged with them and the outputs of that engagement during
the financial year. Metrics such as surveys and consultations
are used to enable the Board to measure its engagement with
stakeholders and to track the outcomes of that engagement.
In assessing the composition of the Board, the Chair and the
Nomination Committee ensure that the skills and experience
of the Board match the interests of our principal stakeholders.
A Board skills assessment was undertaken during FY23 to ensure
that the Board is aligned with the Company’s strategic objectives,
challenges and opportunities facing the Company and its
stakeholders, further details of which can be found on page 91.
During FY23 we actively engaged and collaborated with our
stakeholders in order to better understand our environmental,
social and governance risks through an externally conducted
materiality assessment. The results of this assessment as
detailed on page 47 of this report have helped to further focus
our sustainability strategy, as laid out on page 45 of this report.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
35
Stakeholder Engagement and Section 172 Statement
Our stakeholders
Engagement in FY23
Board consideration in decision-making
Material issues
Our people
We conducted an annual employee engagement survey which included
LiveAuctioneers and Auction Mobility in FY23. The survey is anonymous
to encourage employees to be candid in their responses. Focus groups
were established to look at particular topics arising from the survey.
Output from the survey and focus groups is regularly provided to the
Board by the CEO.
There was an informal Board ‘meet and greet’ for London-based
employees providing interaction between the Board with a wide range
of employees across functions, leading to a deeper understanding of the
daily objectives, challenges and opportunities.
Tamsin Todd took over from Breon Corcoran as the Board’s designated
Director for workforce engagement in the year, with both Directors
conducting engagement sessions with representatives of the Group’s
employees. Key topics discussed included parental leave policies, the
impact on culture from hybrid working, resourcing key initiatives,
communication and collaboration, and the operational benefits of
integrating platforms. Outputs from the sessions were reported to the
Board, with following actions delegated to Board Committees, the CEO
and Senior Management Team.
Regular global and regional virtual ‘All Hands’ meetings for the CEO and
Leadership Team were held to bring employees up to speed with latest
projects, strategy and performance. The outputs of the Senior
Management Team and Board strategy sessions were also cascaded to
the wider management team for onward communication.
Board members participated in a ‘Women in Leadership’ event as part of
ATG’s Diversity, Equity and Inclusion strategy. This was attended by three
Board members and 14 senior leaders, to share experiences and discuss
pertinent issues. We also ran the first formal Female Leaders event,
hosted by three senior female leaders and attended by 65 female
employees.
All new employees are issued with an employee handbook that includes
all appropriate Diversity, Equity and Inclusion policies as well as being
invited to join a comprehensive employee orientation programme,
which has been endorsed by the Board. All new employees take part in
a 30-day check-in, any relevant feedback from which is communicated
to the Board.
We launched ATG Academy, a redesigned training and development
programme. Feedback is sought from participants after every session,
any relevant elements of which are discussed by the Board.
The Board supported the development of and sought feedback on the
rollout of the ATG Values.
Further details on our engagement with our people can be found in Our
People and Community on pages 61 to 66.
The results of the FY23 employee engagement survey were
presented to the Board and demonstrated a high approval rate
for the Leadership Team with further details in the Sustainability
Report on pages 44 to 68 and under Employee Engagement in the
Corporate Governance Report on page 78. The Board welcomed
the 83% participation and overall engagement score of 76%.
Opportunities for improvement were around advancement,
professional development growth, along with understanding the
strategy and vision.
Feedback from employees on the topics most important to them
was reflected in decisions made by the Board during FY23 and has
helped to inform its strategic priorities for FY24. The Chief People
Officer attended two Board meetings during the year to provide
an update on our People strategy and the roll out of initiatives.
These included the socialisation of ATG Values and the ‘All
ToGether’ programme which aims to increase engagement across
the Group. The Board also welcomed the launch of the ATG
Academy and our new onboarding programme.
As part of the employee engagement sessions conducted by the
designated Non-Executive Director, the Board commissioned
reviews into parental leave in the UK which resulted in
enhancements to our UK parental leave policies.
The Board discussed the impact for employees to ATG as part
of discussions around the acquisition of EstateSales.NET and
learnings from the acquisition of LiveAuctioneers during FY22. We
are actively working to integrate the EstateSales.NET employees
into the ATG benefits, policies, programmes and culture.
Cyber and data
security
Ethical conduct
and integrity
Employment
practices and labour
management
Our people are our most valuable
resource and asset. Ensuring that we
attract, nurture and retain our people
and focus them on achieving our
strategy is key to ATG’s success.
The Board is acutely aware that the
interests of our people should be
considered when making decisions
that may impact them and the
wider business.
Significant areas of interest
Providing a diverse, equitable and
inclusive workplace.
Strong workplace culture and
values.
Opportunities to develop.
Fair reward and incentive structure.
Long-term sustainable success.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
36
Stakeholder Engagement and Section 172 Statement
continued
Our stakeholders
Engagement in FY23
Board consideration in decision-making
Material issues
Customers
Auctioneers
We provide structured and rigorous account management combined with
a high level of support before, during and after auctions. The results of
this engagement are reported to the Board via the CEO.
The Audit Committee oversees robust due diligence checks undertaken
before new auction houses are onboarded as customers.
The Audit Committee receives regular updates on the implementation
of policies with regards to prohibited items on our marketplaces and
compliance team monitoring adherence to these restrictions. ATG has
the ability to remove auction houses who we believe are unethical or
selling or promoting goods in contravention of our contractual terms
and policies.
Members of the Senior Management Team attended industry
conferences in Europe and North America to share latest updates on
ATG’s products and services as well as to hear auctioneer feedback.
The Board regularly challenges management on products and
services for auctioneers including the roll out of atgPay, as
detailed in the six strategic growth drivers on pages 16 to 20.
During FY23, members of the Senior Management Team
responsible for atgPay presented updates to the Board on
progress and key milestones. The Board used this information to
reach decisions on the allocation of resources in key operational
teams targeted with the roll out of atgPay.
The CEO provides a platform stability dashboard at every Board
meeting, for the Board to review infrastructure stability and
monitor progress in implementing improvements.
The Board supported ATG’s investment into products and services
that will help auctioneers, including marketing solutions as well as
a unique auction functionality, Timed+, as detailed on page 18.
The Board used its experience gained via demonstrations of timed
and live online auctions, providing an insight into the auction
house experience.
Cyber and data
security
Talent and workforce
development
Ethical conduct
and Integrity
We pursue a true ‘shared success’
business model, whereby we earn if
our auction house customers earn
revenue through using our services. We
have an over 50-year history of working
in partnership with the auction
industry.
We constantly strive to improve the
auctioneer experience.
Significant areas of interest
Stability and reliability of platforms.
Improve auction house operating
efficiency.
The ability to run timed auctions
across ATG marketplaces and white
labels.
Marketing solutions and analytical
tools.
Access to a global pool of online
bidders.
Integrated payments solutions.
Consumers
Bidders
We receive onsite requests for feedback and onsite surveys.
Email support is available on all marketplaces and live chat on the
majority.
We receive feedback for new marketing initiatives and product feature
requests.
The Board has supported the investment into improving the
bidder experience, including through providing strategic input into
the roll out of atgPay across two of our marketplaces and into the
design and implementation atgShip.
The Board provided strategic and experience-based input into the
investment into search engine optimisation, including through
updated taxonomy and site navigations.
The CEO provides a platform stability dashboard at every Board
meeting, for the Board to review infrastructure stability and
monitor progress in implementing improvements.
The Board used its experience gained via demonstrations of timed
and live online auctions, providing an insight into the bidder
experience.
Did not participate in
materiality
assessment
We want bidders to be satisfied with
their bidding experience. Positive
bidder experience drives consumer
acquisition.
Significant areas of interest
A convenient, trusted way to
discover a wide range of specialised
and unique curated items.
A memorable, easy and enjoyable
experience.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
37
Stakeholder Engagement and Section 172 Statement
continued
Our stakeholders
Engagement in FY23
Board consideration in decision-making
Material issues
Suppliers
We seek to work with a range of suppliers, big and small, to ensure we
receive the best services appropriate for our business.
The Chief Technology Officer ensures that his team continually engages
with key outsourcing partners to discuss operational performance and
the stability of our platforms. The outcome of this engagement is
reported to the Board.
The Board’s commitment to ensure that slavery and human
trafficking have no place in any part of our business or our supply
chain is detailed in our Modern Slavery Statement published on
the Group’s website and approved by the Board on an annual
basis. This is taken into account by the Board when shaping the
Group’s strategic priorities, for example in decisions determining
the jurisdictions in which we establish operations.
The Board receives regular updates on the supply chain,
overseeing engagement in business relationships with established
and reputable business partners/clients, with whom we aim to
build long-term partnerships.
The Audit Committee, as part of its oversight of risk management
systems, receives updates from management on, and
commissions internal audit reviews into, the robustness of
technology service providers. The Board also has oversight of our
systems of control, including rigorous supplier onboarding, which
includes information security and data protection due diligence,
as well as checks on financial viability and sanctions, and fair
contractual terms. The Board considers the global footprint of our
capacity to ensure that there is no over-reliance on any single
provider. Our senior facilities arrangement with a syndicate of six
banks ensured that our exposure to Silicon Valley Bank in FY23
was negligible.
The Board has oversight of ATG’s payment practices and supports
the payment of all our suppliers promptly and in accordance with
their payment terms.
As detailed in the Sustainability Report on pages 44 to 68 we
worked closely with our Tier 1 suppliers to obtain more specific
emissions data, oversight of which is provided by the
Sustainability and ESG Committee on behalf of the Board.
Product quality
and safety
Climate change
and emissions
Cyber and Data
Security
Strong and sustainable relationships
are critical to the Group’s success.
Significant areas of interest
Long-term collaborative
relationships providing growth
opportunities.
Responsible supply chain assurance
and ethical procurement (including
environment, modern slavery and
broader human rights).
Fair terms and conditions and
prompt payment.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
38
Stakeholder Engagement and Section 172 Statement
continued
Our stakeholders
Engagement in FY23
Board consideration in decision-making
Material issues
Communities and
the environment
We conducted a materiality assessment to ensure we had a clear
understanding of what ESG topics matter most to stakeholders. The
results of this assessment, as detailed on page 47, were reported to both
the Sustainability and ESG Committee and the Board and actions agreed
as set out on pages 66 to 68.
We established an ESG Working Committee for employees to make an
impact on material ESG issues.
Employee charitable giving via Payroll Giving is enabled as a simple way
for our people to support causes close to them with tax-free giving.
During FY23 we maintained the Silver Payroll Giving Quality Mark Award
for our commitment to Payroll Giving.
We facilitate charity auctions on our marketplaces, waiving our fees to
ensure that all proceeds go to the charities. In the past 12 months, charity
auctions hosted on our marketplaces have raised over £4.0m (FY22:
£6.0m) for good causes.
We support the British Antique Dealers’ Association (“BADA”) in the UK
and the National Auctioneers’ Association (“NAA”) and the International
Auctioneers’ Association (“IAA”) in the US.
The Board and the Sustainability and ESG Committee reviewed,
approved or endorsed outcomes, including:
the output of the materiality assessment, which has helped the
Board and the Sustainability and ESG Committee to further focus
our sustainability strategy, as laid out on page 45 of this report.
the approval of our near-term science-based emissions reduction
targets by the Science Based Targets initiative (“SBTi”). The
Sustainability and ESG Committee continues to oversee progress
against these targets, with a 26% reduction in Scope 1 and 2
emissions delivered in FY23.
the extension of our environmental reporting disclosure to include
waste and water.
the incorporation into the Company’s strategy of the
environmental benefits of buying at auctions including new social
media content and marketplace editorials highlighting the
sustainability credentials of items sold on our marketplaces.
outputs from the ESG Working Committee, formed during FY23
and represented by employees at each office location.
The Remuneration Committee of the Board has agreed from FY24
to add a new performance metric to the Executive Directors’
incentive plan. This will now include actions taken by
management to promote environmental sustainability (see page
111 of the Annual Report on Remuneration).
Further details on our engagement with the community and
environment can be found in our Sustainability Report from page 44.
Cyber and data
security
Ethical conduct
and integrity
Product quality
and safety
Environmental sustainability is at the
heart of our operations, with our online
auction marketplaces ensuring that
millions of items are resold for re-use
or repurpose each year. We strive to
minimise our environmental impact
whilst also providing a channel of
green commerce by facilitating the
sale of used goods.
The Group’s purpose informs our
business strategy and commitment to
being a supportive and trusted partner
to the industry, our people and our
communities.
Significant areas of interest
Diversity, equity and inclusion.
Playing a positive role in society in
all the countries where we operate.
The environmental impact of our
business and products, including
our energy usage, carbon emissions
and broader impact on the climate.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
39
Stakeholder Engagement and Section 172 Statement
continued
Our stakeholders
Engagement in FY23
Board consideration in decision-making
Material issues
Shareholders
A comprehensive investor engagement programme was run by the
Director of Investor Relations including regular Executive Director
meetings with shareholders via calls, conferences and roadshows. The
Chair and Senior Independent Director also held meetings with major
shareholders. Over 160 investor meetings were hosted in FY23.
Investors and analysts were invited to virtually attend our results
announcements, which included a dedicated question and answer
section. All investor announcements are available on our website. All
Directors attended the AGM and were available to speak to shareholders
in person. The Company’s AGM will be held on 30 January 2024.
Over 81% of our issued share capital was voted at the AGM in January
2023, with the majority of resolutions receiving over 96% support.
The Chair of the Remuneration Committee wrote to 18 major
shareholders, representing 80% of the register at that time, and three
proxy advisers, outlining proposed changes to the remuneration of the
CFO.
There was further engagement with 19 major shareholders and three
governance agencies by the Remuneration Committee in September
2023, setting out proposed amendments to executive remuneration.
The changes were all possible under the current Directors’ remuneration
policy and did not require shareholder approval but the engagement was
to explain the changes ahead of disclosure in the Directors’ Remuneration
Report on pages 94 to 112.
We continue to work closely with TA Associates, a major shareholder. The
formalities of this relationship are detailed in the Relationship Agreement
on page 115.
The Board receives updates at every Board meeting on investor
sentiment, key areas of investor focus, analyst views, share price
and movements in the share register. This includes investor
feedback following our interim and full year results. Our corporate
brokers Numis were invited to present in person at one Board
meeting during the year.
Following direct engagement with investors, the Chair provided
updates on investors’ priorities to the Board, which help to shape
its overall capital allocation strategy.
In FY23 we have continued to grow revenues, adjusted earnings
and adjusted profit margins. The Board oversaw the execution
against our capital allocation priorities, including investment to
support organic growth opportunities, reduction in our debt
position and the pursuit of value-accretive acquisitions with the
acquisition of ESN.
Reflecting feedback from investors, the Board, upon the
recommendation of the Audit Committee, approved a change in
the presentational currency of our financial statements from
pound sterling to US dollars, to be implemented for FY24. This will
reduce the volatility associated with foreign exchange movements
on our financial results.
The Board reviews and approves material communications to
investors, such as results announcements.
Cyber and data
security
Ethical conduct
and integrity
Product quality
and safety
We want to ensure that investors
understand our business, our strategy
and the environment within which we
work, and that investors’ issues and
concerns are understood and
considered by the Board and Senior
Management Team.
We invest to drive long-term
sustainable value for our shareholders.
Significant areas of interest
Value creation and delivery of the
Company strategy.
Financial performance of the
business, presented in a fair,
balanced and understandable way.
Strategy and operational
performance of the Group and clear
articulation and effective
management of risks.
Governance standards and
structures including reasonable
remuneration practices.
Sustainability and the
environmental and ethical impact
of the Group.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
40
Stakeholder Engagement and Section 172 Statement
continued
Case study
Key decision: ATG
London office –
lease break and
rent review
During the year, the Board was presented with
the decision as to whether to enter into new rental
terms for the remaining five years of the lease on
the existing London office at 65 Southwark Street.
In taking this decision, the Board considered all
of the factors set out in Section 172(1)of the
Companies Act 2006. Having noted the lower costs
and reduced disruption to business and staff, the
Board approved the revised rental agreement to be
entered into for the office at 65 Southwark Street,
committing ATG to a further five years in the
current London office to October 2028.
People
When considering whether to enter into new rental
terms for the existing building or seek new office
accommodation in London, the Board took account
of the impact on employees. To avoid disruption to
staff, it was noted that it would be preferable to stay
in the Southwark area, to maximise collaboration
amongst employees and to continue to support
the successful hybrid working policy, which fosters
a collaborative culture amongst employees.
In terms of recruitment, the Board noted that the
location of the current office at 65 Southwark
Street had not been a barrier to UK recruitment.
Management did not anticipate that there would be
significant changes in the UK headcount, given that
the growing teams are in ATG’s North American
business. In the event that headcount increases in
the UK, there would be capacity available for
additional heads.
The Board noted that management also felt that
any move from the Southwark area would cause
significant disruption amongst the employee base,
given that 65 Southwark Street was well connected
from a public transport perspective, and the vast
majority of UK employees travel to the office using
local transport hubs. It also serves as an important
meeting location for other stakeholders, including
regularly hosting Board and investor meetings. The
Board considered it important to retain a physical
office presence in London.
Community and the environment
Environmental considerations were also discussed
by the Board in reaching this decision, and it was
noted that the current office at 65 Southwark
Street represented 5% of ATG Group’s Scope 1 & 2
CO
2
emissions (prior to the Omaha relocation).
A more efficient building would not yield material
savings to the Group’s overall CO
2
emissions.
Suppliers
Relationships with suppliers are unaffected. The
location is close to local amenities, thereby enabling
employees to continue to support local businesses
and maintain B2B relationships.
Shareholders
Competitive pricing was achieved for a further
five-year lease and was benchmarked with other
properties in the area. The Board considered the
incremental costs associated with moving to a
new office, including the costs of fitting out any
new office space, dilapidations on the current
office, double rents payable during any overlap
period and the costs of managing the move project.
The opportunity cost of management distraction
whilst managing a significant project such as this
was also taken into account.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
41
Stakeholder Engagement and Section 172 Statement
continued
Case study
Key decision:
Acquisition of
Vintage Software
LLC (trading as
EstateSales.NET)
During the reporting period, the Board was
presented with the decision as to whether the
acquisition of EstateSales.NET (“ESN”) would be
most likely to promote the success of the Group
for the benefit of its members as a whole.
The factors taken into account by the Board in
considering Section 172(1) were considered by the
Board prior to the acquisition in February 2023. The
impact of the acquisition and the integration of ESN
on our stakeholders during FY23 is set out below.
The Directors believe the acquisition of ESN had a
compelling strategic rationale and the acquisition fell
directly in line with the Group’s strategy of pursuing
accretive acquisitions and expands our immediately
addressable market whilst also providing the
opportunity to cross-sell across our marketplaces.
People
The acquisition of ESN aligns well with our
products, mission, vision and Company values,
increasing further opportunities for global mobility,
including for a member of the ATG Leadership Team
to transition to manage the ESN business. During
FY23 the Board has overseen the integration of ESN
into ATG, taking into account organisational and
cultural integration, employment terms and
incentive schemes and technical integration. The
Board is regularly updated on progress and
welcomes the increased knowledge and technical
expertise added to the Group by ESN employees.
Customers
The acquisition has allowed the Group to expand
its footprint and broaden our impact on the
community by growing access to the second-hand
goods market in adjacent markets. ESN’s seller
and buyer bases are highly complementary and
synergistic to ATG, providing the opportunity to
drive more buyer traffic to ATG’s marketplaces,
convert browsers of ESN to online auctions and
enable sellers to cross-list across multiple ATG
marketplaces. The acquisition also provides the
potential to leverage ATG’s existing marketplace
technology, experience and value-added services
to customers of ESN and grow the online estate
sales marketplace offering. Our shared success
model aligns ATG’s ambitions with those of our
auctioneer and estate selling partners and helps to
ensure the long-term sustainability of our model.
Community and the environment
Environmental considerations discussed by the
Board included the benefits of introducing a
further channel of sustainable commerce,
facilitating the sale of pre-owned items and
accelerating the growth of the circular economy.
Shareholders
The Board, via the CEO, CFO and Investor Relations
function, informed shareholders of the strategic
rationale and historic financial performance of ESN,
and has subsequently provided updates on its
integration and its impact on Group performance
via the interim results announcement in May 2023,
investor presentations and in this report. Consistent
with ATG’s strategy, the acquisition represents
a strong entry point into an attractive adjacent
channel for the resale of second-hand items and
is consistent with ATG’s purpose to accelerate the
growth of the circular economy. ESN is a market
leader in an industry vertical at the start of its
digital transformation. Since the acquisition, ESN
has performed ahead of initial expectations.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
42
Stakeholder Engagement and Section 172 Statement
continued
In addition to the information detailed on pages 35
to 42, the table below details the location of further
information throughout this Annual Report as to how
the Directors consider their responsibilities under
Section 172(1) of the Act.
Responsibility
Report
Page numbers
Consequences of decision-making
Chairman’s Statement
Chief Executive Officer’s Statement
Six Strategic Growth Drivers
Key Performance Indicators
Chief Financial Officer’s Review
Principal Risks and Uncertainties
Corporate Governance Report
Audit Committee Report
Remuneration Committee Report
08
09
16
21
23
30
70
82
94
Our employees
Chairman’s Statement
Chief Executive Officer’s Statement
Business Model
Principal Risks and Uncertainties
Sustainability Report
Corporate Governance Report
Nomination Committee Report
Remuneration Committee Report
08
09
13
30
44
70
90
94
Fostering of business relationships with
suppliers, customers and others
Purpose
Investment Case
Chairman’s Statement
Chief Executive Officer’s Statement
Business Model
Six Strategic Growth Drivers
Key Performance Indicators
Sustainability Report
02
07
08
09
13
16
21
44
The Company’s desirability to maintain
a reputation for high standards
Purpose
Chairman’s Statement
Chief Executive Officer’s Statement
Sustainability Report
Corporate Governance Report
02
08
09
44
70
The need to act fairly as between
members of the Company
Chairman’s Statement
Chief Executive Officer’s Statement
Business Model
Stakeholder Engagement Report
Corporate Governance Report
Remuneration Committee Report
08
09
13
35
70
94
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
43
Stakeholder Engagement and Section 172 Statement
continued
Sustainability is at
the heart of ATG
Introduction from the Chair of the Sustainability
and ESG Commiee
ATG has over 50 years’ experience in the auction industry.
Our shared success model helps to ensure the long-term
sustainability of our business by aligning ATG’s ambitions with
those of our auctioneer partners. Together we are united in
growing the online auction industry.
The Group’s sustainability strategy is underpinned by our
purpose: to unlock the value of the secondary goods market
and to facilitate the growth of the circular economy. In FY23,
our marketplaces helped to ensure a minimum three million
tonnes of carbon were saved
1
. We are committed to integrating
sustainability into every aspect of our business, including through
minimising our own environmental impact, ensuring all our
employees feel they belong and can reach their full potential
and through operating a trusted and responsible marketplace.
Our proposed updated executive management remuneration
framework for FY24 includes a climate change target, highlighting
our commitment.
We have made good progress on our sustainability strategy in
FY23 which is outlined in this report. We are also proud that our
sustainability credentials have been recognised through ATG’s
inclusion in the FTSE4Good Index as well as our near-term (2030)
greenhouse gas emissions reduction target being approved by the
Science Based Target initiative (“SBTi”). We are also proud in this
report to announce our commitment to become Net zero as a
Group across all scopes by 2040 in line with the SBTi.
Richard Lewis
COO and Sustainability and
ESG Committee Chair
Facilitating the circular economy is
imperative for a sustainable future.
We are committed to playing an
important role within the circular
economy, with our online auction
marketplaces providing a channel
of ‘re-commerce’ for second-hand
goods, ensuring that millions of items
are resold for re-use or repurpose
each year, extending their lifespans
and value within the economy and
preventing waste.
1
Carbon saving for 15 popular items on our marketplaces versus the impact
of buying these items new
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
44
Sustainability Report
Our sustainability strategy
Our Environment
Minimise our own environmental impact
Invest to create a seamless buying and selling
experience in online auctions in order to further
accelerate the circular economy
Our Governance
Operate a trusted and responsible marketplace
with secure and trusted technology
Operate within a strong governance framework
Behave ethically and with integrity at all times
Our People and Community
Ensure our people feel they belong and can
reach their full potential
Develop diverse teams with an engaged
and inclusive culture
Serve as a force for good in the
communities in which we operate
OUR
ENVIRONMENT
OUR
GOVERNANCE
OUR PEOPLE
AND COMMUNITY
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
45
Sustainability Report
continued
Board
Audit Commiee
Sustainability and ESG Commiee
ESG Working Commiee
Chief Operating Officer, Chair of the Audit
Committee, Chief Financial Officer,
Chief People Officer, and representatives
from finance, risk and internal audit and
investor relations
Chief Operational Officer (Chair)
and ATG employees who can
influence ESG impact
Overall responsibility for ATG’s ESG and
sustainability strategy
Oversees governance of ESG and
sustainability strategy including reporting
requirements and risk management. Terms
of reference expanded to include social
and governance issues
Provides a link between management and
the Board to support the implementation
of the ESG strategic actions
Governance:
Sustainability and ESG Commiee
The Board has overall responsibility for the Group’s
sustainability strategy. The Board considers climate-related
issues when reviewing and guiding strategy, including but not
limited to in FY23, considering the environmental footprint of the
ESN acquisition and the setting of FY24 remuneration targets for
the Executive Directors which include an element linked to the
Group achieving its carbon emission reduction targets.
In FY23, the terms of reference for the Sustainability and
Climate Risk Committee were expanded to include the
governance and oversight of other corporate responsibility
matters including social and governance issues. The committee
was renamed the Sustainability and ESG Committee (“SEC”).
The SEC meets twice per year and reports at least annually to
the Audit Committee, ensuring climate-related and other ESG
issues are incorporated into our business strategy, organisational
risk management and financial planning and reporting. The Audit
Committee reports risks annually to the Board, providing the
Board with oversight of risks and opportunities as well as
progress against goals and targets for addressing
climate-related issues.
The SEC is chaired by Richard Lewis, and its members include
the Chief Financial Officer, Chief People Officer, Chair of the
Audit Committee, Company Secretary and representatives
from finance, risk and internal audit and investor relations.
The Director of Investor Relations joined the SEC during the year
to ensure the views and requirements of investors are being
incorporated into the climate risk assessment and taken into
account in strategic decision-making. The Group Head of Risk
and Internal Audit also joined the SEC, which has strengthened
the link between the climate risk assessment and the Group’s
risk management framework. The Chief People Officer also
joined to oversee the governance of social issues. Our external
sustainability consultants are invited to attend meetings as and
when appropriate.
Further details on the governance of the SEC can be found
in the Corporate Governance Report on page 72.
Governance of ESG and sustainability
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
46
Sustainability Report
continued
Step 1
Working with an external consultant, we considered issues of internal
importance as well as incorporating external issues shaping our
current strategy, referencing them to current and emerging industry
trends and sustainability reporting standards.
Step 2
We held a workshop with our senior Leadership Team to prioritise
these issues based on their relative importance to the business.
Step 3
Through external consultants, we surveyed a wide range of internal
and external stakeholders to incorporate their views into our analysis
and to help improve our understanding of the issues that are of
importance to them. The stakeholders included our employees,
auctioneer customers, lenders, suppliers and investors.
Step 4
Through the use of external consultants, we created a double materiality
matrix to help identify and prioritise issues that matter most to us and to
our stakeholders in order to focus on the issues that we should use to
shape our sustainability strategy and reporting with associated KPIs
to enable us to monitor progress.
Stakeholder engagement
In FY23, we actively engaged and collaborated with our stakeholders and conducted a materiality assessment to define the issues which
matter most to our business and strategy, from a financial perspective, and the issues which matter most to our stakeholders.
Our process
Key issue
Why
Progress in
FY23 and plans
for FY24
Cyber and
data security
Ensuring the safe collection,
retention and use of confidential
data of our auctioneers, bidders,
and employees. Safeguarding this
data against security breaches and
cyber crime is a cornerstone of
our business.
See page 67 of
this report
Ethical
conduct and
integrity
Managing our business with
integrity in an honest, ethical and
responsible manner is a key area
of focus for us and our
stakeholders.
See page 67 to
68 of this report
Product
quality and
safety
Although we have no direct
responsibility for the products
sold, their specification or quality,
adherence to their specifications is
crucial to maintaining our strong
reputation.
See page 67 of
this report
Talent and
workforce
development
Recruiting and retaining
high-performing talent is essential
to ensure our business maintains
competitiveness and is able to
continue to innovate.
See page 66 of
this report
Materiality results
The analysis has identified the most material issues as outlined
in the table below. The materiality assessment was carried out
towards the end of the year. We will look to use the results of
the assessment to further define our ESG strategy for FY24
including a management information framework to help us
develop KPIs and targets where appropriate.
Impact on ATG
Influence on stakeholders
Materiality matrix
18
16
12
10
4
3
6
7
8
11
14
15
17
Key:
1
Waste management and
water use
2
Packaging and plastic
3
Responsible tax strategy
4
Supply chain management
5
Energy management
6
Human rights
7
Health and safety
8
Communities and
partnerships
9
Climate change and
emissions
10
CEO remuneration
11
Employment practices &
labour management
12
KPIs
13
Innovative and efficient
services
14
Diversity and inclusion
15
Talent and workforce
development
16
Ethical conduct and
integrity
17
Product quality and safety
18
Cyber security
1
2
5
9
13
Environmental
Social
Governance
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Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
47
Sustainability Report
continued
Task Force on Climate-related Financial Disclosure
Year two progress and materiality
We have made good progress against the four pillars of TCFD
during FY23. The key areas of focus this year have been:
identifying and agreeing reduction strategies to achieve our
near-term target of reducing Scope 1 and 2 emissions;
publishing our environmental policy;
establishing the ESG Working Committee; and,
conducting the materiality assessment.
Materiality is considered in the context of TCFD in terms of the
impact on financial performance (revenues and expenditures),
as well as capital and financing implications. Materiality is also
considered with respect to legal and reputational hazard. Due to
the nature of the Group’s business and operations, we believe our
overall exposure to climate-related risk is low, and we therefore
do not include climate change as a principal risk to our business.
Our disclosures are therefore proportional to our exposure.
We review climate-related risks and opportunities annually, both
to ensure we disclose in line with issues pertinent to investors
and stakeholders and also to ensure that our disclosures remain
in proportion to our exposure given the nature and scale of
our business. We recognise that climate change affects all
industries, can interact with our principal risks, and that there
is an opportunity for the Group to contribute to combating the
climate crisis.
Our roadmap to Net zero
We have publicly committed to a science-based reduction target of 42% on our direct emissions in the near term (2030) from
our FY22 base year and to reduce Scope 3 emissions as part of this plan, validated by the Science Based Target initiative
(“SBTi”) and in line with the Paris Agreement’s goal of limiting global temperature rise to 1.5°C above pre-industrial levels.
As a Group, we are also now pledging to achieve Net zero across all scopes by 2040 and we plan to validate this commitment
with the SBTi in FY24. To meet the SBTi’s definition of Net zero, we need to reduce our emissions by at least 90% and then use
carbon removal initiatives to neutralise any limited emissions that cannot yet be eliminated. To assist us in meeting this target,
we have reviewed our current sources of emissions and determined the actions required to be able to achieve this target.
This is the second year for the Group reporting on
climate-related issues in line with the Task Force on
Climate-related Financial Disclosures (“TCFD”) framework,
recognising the need to provide clear, comprehensive and
high-quality information on the impacts of climate change.
We have outlined in this report how we understand and manage
the risks and opportunities associated with climate change for
the Group across the four pillars of TCFD, governance, strategy,
risk management and metrics and targets.
Compliance statement
We have continued to make good progress towards full
compliance with all the requirements of the TCFD framework,
with the exception of not yet defining the key performance
indicators used by the organisation to monitor climate-related
risks and opportunities in line with the Group’s strategy and
risk management process. As the Group has now committed
to reaching Net zero by 2040 and set near-term science-based
targets there will be a focus during FY24 of setting the
appropriate metrics to monitor progress for the Group.
We have set out a summary of our compliance against each
of the TCFD disclosures in the table on pages 49 to 50.
Our Environment
We recognise that the changing
climate could impact all our
stakeholders. Although we have
a relatively small carbon footprint,
we aim to minimise our own
environmental impact whilst
recognising the pivotal role we
can play in facilitating the circular
economy and reducing the carbon
emission impact from the
manufacturing of new items.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
48
Sustainability Report
continued
TCFD compliance index
TCFD framework
pillars
Recommended disclosures
FY23 compliance
Description, location of disclosure progress to date and reason for omission (if appropriate)
Governance
a) Describe the Board’s oversight of climate-related
risks and opportunities
Full
The Board’s oversight of climate-related issues is outlined in the ‘Governance’ section on page 51
and the Group’s governance structure is set out on page 46.
b) Describe management’s role in assessing and
managing climate-related risks and opportunities
Full
Management is represented on the SEC and are responsible for ensuring climate-related and
other ESG risks are incorporated into organisational risk management, strategy, financial planning
and reporting for the Group. Further details of the Committees are set out on page 46.
During the year we have also established the ESG Working Committee which is led by the SEC
chair and comprises passionate individuals who are keen help improve employee awareness of
sustainability and drive change for the business. Further details are set out in the ‘Management’
section on page 51.
Strategy
a) Describe the climate-related risks and opportunities
the organisation has identified over the short, medium
and long term
Full
The Group’s approach, methodology and scenario analysis to identifying climate-related risks and
opportunities is set out on page 54.
During the year we have expanded the assessment undertaken in FY22 to cover the short, medium
and long-term horizons and developed the methodology and scoring criteria, which also considers
vulnerability. Further details of the approach are detailed in the ‘Strategy’ section on page 51.
The identified climate-related risks and opportunities are shown on pages 52 to 53.
b) Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy
and financial planning
Full
A qualitative review of the impact of climate-related risks and opportunities on the organisation’s
businesses, strategy and financial planning can be found in the ‘Strategy’ section on page 51.
Based on the quantitative analysis performed to date, at this stage the climate-related risks and
opportunities are not considered to be material to the Group.
Future work will focus on more detailed quantitative analysis and ensure that any material
financial risk identified is incorporated into financial plans for the business.
c) Describe the resilience of the organisation’s strategy,
taking into consideration different climate scenarios,
including a 2°C or lower scenario
Full
Given the Group’s purpose, the nature of our operations and the fact that climate change
provides potential opportunities as well as threats for the business the Group’s strategy should
be resilient to climate change. Conclusions on the resilience of the Group, considering the results
of scenario analysis, can be found in the “Strategy” section on page 53.
Risk Management
a) Describe the organisation’s processes for identifying
and assessing climate-related change
Full
Our processes for identifying and assessing climate-related risks are shown within the ‘Risk
management’ section on page 54 which includes an overview of our internal processes, ‘Year
two progress and materiality’ on page 48 which explains how materiality is determined and the
‘Strategy’ section on page 51 which outlines our process for assessing the potential size and
scope of identified climate-related risks and the frameworks applied.
Our processes for identifying and assessing climate-related risks are considered as part of our
wider risk management framework and are discussed in the ‘Risk Management’ section of the
Annual Report on pages 28 to 30.
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Financial Statements
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Annual Report 2023
49
Sustainability Report
continued
TCFD framework
pillars
Recommended disclosures
FY23 compliance
Description, location of disclosure progress to date and reason for omission (if appropriate)
Risk Management
(continued)
b) Describe the organisation’s processes for managing
climate-related risks
Full
Our processes for managing climate-related risks are considered as part of our wider risk
management framework and are discussed in the ‘Risk Management’ section of the Annual
Report on page 28 and in the ‘Strategy’ section of this report on pages 16 to 20.
Given the nature of our business, as the provider of online marketplaces, climate change risks
are generally considered to be low, and therefore are not deemed a principal risk for the Group.
Climate-related risks have been considered where appropriate within the Group’s principal risks.
However, given the low risk there has not been a requirement to date to focus on mitigating the
potential risks arising from climate change. As exposure is currently assessed to be low, we will
focus on improving our management of climate-related risks in future years when interactions
with principal risks become more prominent.
c) Describe how processes for identifying, assessing
and managing climate-related risks are integrated into
the organisation’s overall risk management
Full
During the year we undertook a materiality assessment to define which issues matter most to
the business from a financial perspective and the issues which impact society and influence our
stakeholders. The results of this are set out on page 47.
The Group Head of Risk and Internal Audit has joined the SEC which has strengthened the link
between the climate risk assessment and the Group’s overall risk management framework.
An overview of how we are integrating climate-related risks and opportunities into our existing
risk management processes can be found in the ‘Principal Risks and Uncertainties’ section of the
report on page 30 to 33.
The current processes for identifying, assessing and managing climate-related risks are summarised
on page 54. As our overall exposure to climate change is deemed to be low risk, we will continue to
monitor our climate-related risks and opportunities and update our processes accordingly.
Metrics & Targets
a) Disclose the metrics used by the organisation to
assess climate-related risks and opportunities in line
with its strategy and risk management process
In progress
Now we have set the Group’s near (2030) and long-term (2040) emissions reduction targets, in
subsequent years we will establish key performance indicators in line with our business strategy
and risk management processes to monitor progress against the targets. The metrics set are
detailed in the ‘Metrics and Targets’ section of this report. Executive remuneration for FY24 will
include an element linked to the Group achieving its carbon emission reductions. Further details
on the Executives FY24 remuneration targets is set out on page 95.
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (“GHG”) emissions, and the related risks
Full
A comprehensive breakdown of Scope 1, 2 and 3 GHG emissions can be found in the ‘Metrics and
Targets’ section of this report.
c) Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets
Full
During the year we have made good progress in setting our near and longer-term emissions
reduction targets. The targets set have been outlined on page 48 in ‘our roadmap to Net zero and
in the ‘Metrics and Targets’ section on page 55. Executive remuneration for FY24 will include an
element linked to the Group achieving its carbon emission reductions. Further details on the
Executives FY24 remuneration targets is set out on page 95.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
50
Sustainability Report
continued
Governance
Board
The Board oversees climate-related issues. The Sustainability
and ESG Committee (“SEC”) focuses on climate-related risks
and opportunities, the setting, measurement and monitoring
of near-term and long-term carbon reduction targets,
strategies and compliance with TCFD as outlined on page 46.
The communication of climate-related matters up to the Board
is outlined on page 46. The Audit Committee receives an
overview from the SEC of the latest developments in climate
change regulations, activities undertaken during the year by
the business as well as feedback from investors on ESG and
climate-related matters in the FY22 Annual Report and AGM and
the proposed plans for compliance with the TCFD requirements
in FY23. The SEC works closely with external advisors to ensure
they remain up to date with the latest developments and
guidance on TCFD requirements.
Management
During FY23, the ESG Working Committee was established,
led by the Chief Operating Officer. Our employees play a pivotal
role in the Group achieving its environmental strategy and this
committee provides a link between management and the Board
to help support the implementation of strategic actions to reduce
the Group’s carbon footprint. The ESG Working Committee
comprises passionate individuals who are keen help improve
employee awareness of sustainability and drive impactful
changes for the business. The ESG working Committee reports
into the SEC, has climate change as a standing agenda item and
met five times during the year. Key actions related to climate
change included:
auditing all of office facilities for energy metering, HVAC
controls, LED lighting and use of appliances;
agreeing to reduce heating to 21.5°C in the winter and cooling
to 23°C in the summer;
ensuring all offices have LED lighting;
ensuring all offices turn off HVAC and appliances out of hours,
days when staff are not working in the office and weekends;
and,
replacing two print editions of the Gazette with two digital
editions in FY23 and three editions in FY24.
The Chief Operating Officer presented at the Group’s ‘All Hands’
meeting, which all employees are invited to attend globally,
where he outlined the Group’s relationship with the environment,
its current emissions and the future plans to reduce our
emissions, with suggestions being welcomed by all employees.
Strategy
We incorporate climate resilience into our business strategy
through assessing and identifying climate-related risks and
opportunities. As an online marketplace, due to the nature
of our business we have a relatively low carbon footprint
and therefore our business model is sustainable in a minimal
carbon environment.
Ongoing monitoring is required to evaluate the scale of
identified and emerging risks, and these are reviewed annually
to understand the impact of any material risks which help
inform financial planning within corporate risk management
processes. The Group recognises the pivotal role we can play
in facilitating the circular economy, and we see this as a priority
opportunity for our business.
In FY23, the scenario analysis that was conducted in FY22 was
updated and expanded upon to widen the Group’s understanding
of climate-related risks and opportunities. The FY22 assessment
investigated the physical and transition climate-related risks and
opportunities under three climate scenarios utilising quantitative
data from the Network for Greening the Financial System
(“NGFS”), such as carbon pricing and climate data, which is
accredited by the Bank of England. A qualitative assessment
of risks and opportunities, scoring impact and likelihood of
occurrence at 2050 was conducted, whilst a workshop was
carried out to discuss short-term (2025-2030) and medium-
term (2030) risks and opportunities.
The FY23 assessment built on the analysis carried out in FY22,
expanding the qualitative assessment to cover the short to
medium (2025-2030) and long-term (2050) time horizons,
scoring risk and opportunity impact and likelihood across the
Group’s key business functions and geographical locations.
Three scenarios were applied, as in FY22: Net zero by 2050,
Delayed transition and Current Policies. Climate data was taken
at 2025, 2030 and 2050 to inform scoring, however, trends over
time and risks/opportunities throughout the time horizon
were considered.
Scenarios used to analyse future climate-related risks and
opportunities posed to ATG
NGFS scenario
Key characteristics
Justification
Net zero 2050
Policies in alignment
with the Paris
Agreement goals.
Alignment with the
Paris Agreement
goals consistent
with a transition
to a lower-carbon
economy, as
per TCFD
recommendations.
Delayed
Transition
Assumes new
climate policies are
not introduced until
2030 with the
availability of carbon
dioxide reduction
technologies kept
low, pushing carbon
prices higher than in
Net zero 2050.
Simulates higher
transition risks
compared to other
scenarios and is
used to show worst
case scenario for
transition risks.
Current
Policies
Assumes that
only currently
implemented
policies are
preserved, and no
further political
intervention on
climate change is
undertaken, leading
to 3°C warming and
severe physical risks.
A scenario that
simulates low
transition risks but
severe physical risks.
Consistent with FY22, the likelihood and impact scores for
each potential risk and opportunity were consolidated by
taking average scores to assess overall materiality of risks
and opportunities across the three time horizons.
In addition for FY23, an assessment of vulnerability was
then applied to the consolidated risk and opportunity scores.
Vulnerability considered three parameters: sensitivity, exposure
and adaptive capacity, to provide a vulnerability score. Risk
scores are calculated through the multiplication of impact,
likelihood and vulnerability, enabling risks and opportunities
to be prioritised.
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Annual Report 2023
51
Sustainability Report
continued
Climate-related risks and their impact
By following the process summarised above we identified 26 potential climate-related risks to the Group. The consideration of risks took into account transition risks to a low-carbon economy and
risks related to the physical impacts of climate change. The risks identified are not expected to have a material impact on the business in the short, medium or long-term and therefore only the top
three highest ranked risks are outlined and discussed in detail below, the remaining risks are documented internally. The top two risks risk require active monitoring as they could cause disruption to
our business and the next highest risk also requires monitoring however is highly unlikely to be disruptive.
Highest ranked climate-related risks to the Group
Risk type
Impact
Mitigation/response
Risk-sub
category
Geographic
location
Business
operation
Financial
impact
category
Financial
impact
Transition and physical
Data centre downtime
leading to loss of revenue
and expenditure on
customer compensation
Due to the digital nature of the Group’s operations, the
highest risk to our operations is third-party data centre
downtime and the implications of this on revenue and
expenditure. We understand that, whilst we do not
operate data centres ourselves, the impact of physical
climate-related risks on our data centre suppliers,
resulting in us being unable to access our services,
would be significant.
We have a business continuity plan which takes
into consideration the performance of our third
party suppliers. Whilst the severity of this risk is
high, the likelihood of our suppliers being impacted
by physical climatic changes and events is low and
there is also high resilience within the sector.
Acute
(physical),
market and
reputational
(transition)
All
Data centres
Revenues
and
expenditure
Low: not
expected to
have a material
impact on the
business
Transition
Carbon pricing mechanisms
leading to increased costs
and reduced sales and
commission
A future carbon price may pose a number of risks to
the Group. As already seen in the UK with rising energy
and living costs, a carbon price in the future may put
further stress on our labour costs, increasing
expenditures and reducing overall profitability of
the Group.
Furthermore, any increased costs associated with data
centre operations could result in additional costs being
passed on to the Group by our suppliers. Assuming a
reasonable worst case that all costs are passed
through at $200-300/tCO
2
e, increased hosting costs
due to a carbon price are not considered to have a
significant adverse impact on overall business viability,
but this will be monitored.
Finally, there is uncertainty around how a carbon
pricing mechanism may be applied to second-hand
goods. Should second-hand goods be subject to a
carbon price, demand may reduce and sales may
be affected.
Due to the global and flexible nature of the Group’s
business operations, we are able to adjust our
operations in response to changing labour costs
and taxation. Our resilience is further increased as
our business operations are already lean and
efficient. We will continue to monitor our costs
and improve efficiency. The Group has an
understanding of the Scope 3 emissions
associated with data hosting services and has
supplier-specific emission factors for top suppliers
in calculating our footprint. Data centre providers
are pursuing their own de-carbonisation activities
and we plan to improve efficiency in future years.
Policy and
legal
All
All
Revenues
and
expenditure
Low: not
expected to
have a material
impact on the
business
Transition
Increased competition in the
secondary goods market
resulting in more choice,
diluting our market share
Whilst it is unlikely that the breadth of the Group’s
business operations would be equalled by an existing
or new entrant to the market, overall competition in
the secondary goods market has been highlighted as
one of the most material risks to the Group. This risk
recognises that with growing awareness of the
environmental benefits of the circular economy,
consumers will likely have more options to purchase
secondary-market goods in the future.
Key to the Group’s business model is the ease of
use and the reach of all platforms. The Group is
deeply involved in the world of technology and
innovation, so is well positioned to take advantage
of any emerging technology to ensure sellers and
buyers of secondary-market goods continue to
choose our platforms when faced with increased
options. Maintaining continued awareness of
options within the secondary goods market will be
key to maintaining this position.
Market
All
All
Revenues
Low: not
expected to
have a material
impact on the
business.
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Annual Report 2023
52
Sustainability Report
continued
Highest ranked climate-related opportunities to the Group
By following the process summarised above we identified 29 potential climate-related opportunities to the Group. The consideration of opportunities took into account resource efficiency and cost
saving, adoption of low emission energy sources, the development of new products and services, access to new markets and building resilience along the supply chain. The top three potential
opportunities are outlined and discussed below, the remaining opportunities are documented internally.
Opportunity type
Impact
Response
Opportunity-
sub category
Geographic
location
Business
operation
Financial
impact
category
Financial
impact
Transition
Higher demand for
secondary goods due to
increased public awareness
of the environmental
implications of buying new
items and the circular
economy, increasing overall
sales and commission
The Group’s business model enables the circular
economy, facilitating the sale of secondary goods,
keeping materials in circulation for longer. As a result,
in the future it is likely that there will be increased
public awareness of the environmental impacts of
purchasing new items and a consumer shift to
secondary items.
The Group is already a leading player in this
market; and is well placed to maximise this
opportunity and further facilitate the circular
economy. We will continue to investigate how we
can further contribute to the circular economy and
the role we can play in enabling the re-use of
goods.
Products,
services,
markets
All
All
Revenues
High:
potentially a
material
opportunity for
the business
Transition
Investor preferences to invest
in low carbon companies
increasing the Group’s ability
to raise finance
Increasingly investors will be looking to invest in
companies that are providing goods and/or services
that are beneficial to the environment.
The Group’s activities contribute to the circular
economy, and we are actively reducing our own
carbon footprint. The Group therefore is likely to
be well placed to attract environmentally
conscious investors in future years.
Markets
All
All
Capital and
financing
High:
potentially a
material
opportunity for
the business
Transition
Higher demand for
secondary goods due to
climate-related economic
contraction increasing sales
for the Group
As public disposable income shrinks, and carbon
prices increase, consumers are less likely to purchase
luxury goods and services. New, full price goods may
see a fall in demand, but there may be a spike in the
secondary goods market which are seen as a cheaper
alternative during a period of economic downturn.
The Group will continue to invest and develop its
technology and services to ensure that we
maintain our leading position in this market and
take advantage of the future potential
opportunities
Markets
All
All
Revenue
High:
potentially a
material
opportunity for
the business
Our resilience to climate-related risks
Following a thorough review of the Group’s climate-related risks and opportunities, which takes into account the three scenarios identified on page 51, the nature of our business, which is a
low-emission business and whose purpose is to promote the circular economy it has been concluded that the Group’s overall exposure to climate-related risks is low. Ongoing monitoring will continue
to ensure there are no changes to the scale of identified and emerging risks.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
53
Sustainability Report
continued
Risk management
Risk management overview
The Board has overall responsibility for determining the principal
and emerging risks to the Company. The Board ensures there is
an appropriate risk management framework in place to identify
and manage significant strategic, operational, financial,
compliance and reputational risks to the Company and annually
approves the Group’s strategic risk register. The Board is also
responsible for understanding risks and issues that are new,
developing, growing or becoming more prominent. This is done
through a combination of operational risk assessments and
other horizon scanning initiatives.
Day-to-day responsibility of risk management is delegated
to the senior management team, whilst the overall monitoring
and review of the effectiveness of the internal controls and
risk management is delegated to the Audit Committee.
The Group’s risk management framework applies the principles
of the “Three Lines of Defence” and sets out a process for
identifying, assessing, managing, mitigating and monitoring risks.
Further details of our risk management approach can be found
on page 28.
Integrating climate-related risks
The Board has conducted a robust assessment of the principal
risks facing the Group, including those that would threaten our
business model, future performance, solvency or liquidity.
Whilst climate change is not considered to be one of these
principal risks, the changing climate may interact with our
principal risks and affect our value chain. The Group’s Head
of Risk and Internal Audit, as a member of the SEC, assists in
ensuring that the interactions between climate-related issues
and the Group’s principal risks are understood.
For example, as a predominantly online business, we are
reliant on data centre providers, and acknowledge that the risks
posed by climate change on our key providers may affect us.
Climate change may pose a threat to our online platforms
through climate-driven weather events affecting our data
centres which impact the stability and continuity of our
auction platforms, one of our principal risks.
Climate-related issues may also increase competition within
the secondary goods market, exacerbating our principal risk
of competition. Additionally, climate change may worsen the
principal risk of economic and geo-political uncertainty, leading
to rising operating costs. Due to these interactions, we closely
monitor climate change risk and the interaction with our
principal risks and will further build on this integration in
the future risk management processes.
Integrating climate-related opportunities
Climate-related opportunities are reviewed as part of our
business development activities. In FY22 we conducted a review
of the carbon savings associated with buying secondary items in
place of new and published this in our 2022 Carbon Impact
Report. We updated the calculation for FY23 and are continuing
to build this into our climate-related opportunities as part of our
future business plans.
NGFS data:
Net zero
2050
Opportunities:
Resource efficiency
Energy source
Products and services
Markets
Resilience
Delayed
transition
Risks:
Physical
Acute
Chronic
Prioritisation and materiality
impact on financial performance:
Revenues
Assets and liabilities
Capital and financing
Expenditure
Prioritisation
Impact
Likelihood
Qualitative review
of vulnerability
Transition
Policy & legal
Technology
Market
Reputation
Current
policies
Review of business, operations, portfolio, geographies and value chain
Long-term (2050) scenario analysis
Identification of risks
and opportunities
Identification of business impacts
Focused workshop medium- (2030) and
short-term (2025-2030) scenario analysis
Prioritisation of risks and opportunities
Review of materiality and agreement by SCRC
Our approach to identifying climate-related risks and opportunities
Incorporation into Audit Commiee and corporate risk management
Strategic response
Repeated annually
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Sustainability Report
continued
Metrics and targets
Introduction
The Group’s understanding of our climate-related impacts
has developed significantly over the last three years. We have
progressed from reporting our full Scope 1-3 emissions for the
first time in FY21, to an established methodology of annual
reporting of our direct and indirect emissions in line with the
World Resources Institute GHG Protocol, a Corporate Accounting
and Reporting Standard, Revised Edition (“the Protocol”)
1
across
our international businesses in FY22. Our focus this year has
been to build on this, consider the practical steps to reduce our
carbon emissions and plan our transition to Net zero. The shift
to a more circular economy itself is a vital component to the
transition to a global Net zero future.
Our FY23 focus
In previous years, we have fully calculated our Greenhouse
Gas (“GHG”) emissions, accounting for all relevant emissions
associated with our operations. This has provided us with a
detailed understanding of our largest emission sources, where
we need to focus future efforts and an awareness of our
climate-related risks. Direct emissions (Scope 1 and 2) have
been quantified annually, as required by the Companies Act
2006 and the Companies (Directors’ Report, Regulations 2013)
and Limited Liability Partnerships (Energy and Carbon Report)
Regulations 2018, and we have comprehensively calculated and
reported indirect (Scope 3) emissions since FY21.
In FY22, we committed to a near-term SBT to reduce Scope 1 and
Scope 2 GHG emissions by 42% by 2030 (FY31) from a FY22 base
year, and to continue to measure and reduce Scope 3 emissions.
In FY23 we have focused on building upon this commitment
including:
Validating our near-term (2030) science-based reduction target
with the SBTi, as can be viewed on the SBTi’s ‘Companies
Taking Action’ dashboard, and engaging with teams across our
geographies in our newly formed ESG Working Committee, to
identify and implement reduction strategies.
Planning our transition to Net zero and committing to become
Net zero as a Group across all scopes by 2040 in line with the
Corporate Net zero Standard, with an aim to validate this
commitment with the SBTi in FY24.
Continuing to understand and quantify our direct emissions
(Scope 1 and 2), which are reported as per our statutory duty
in the Streamlined Energy Carbon Reporting, (“SECR”), table
on page 60, and continuing to comprehensively calculate and
report our indirect Scope 3 emissions.
Expanding the scope of our carbon footprint to cover our
newly acquired businesses and applying supplier-specific
emission factors to our top suppliers to improve our
calculation methodology (as discussed in Methodology,
page 51).
Ensuring we disclose our GHG emissions in line with the
Metrics and Targets recommendations of the TCFD and
increasing the granularity of our ESG data to disclose
additional climate-related metrics.
Each year, we will strive to improve our methodology to ensure
we fully understand and are reporting upon the GHG emissions
associated with our business and wider operations. This
approach is in line with the TCFD and the UK’s Competition
and Markets Authority (“CMA”) Green Claims Code
2
.
No external assurance has been provided over the TCFD
disclosures but we have worked closely with our external
advisers during the year particularly around the scenario
analysis undertaken to identify the potential opportunities
and threats and also to assist in collating and reviewing the
emission, waste and water data.
Methodology
Greenhouse gas emissions
We were supported in calculating our GHG emissions by an
external energy and sustainability consultant.
An operational control
3
approach has been taken, meaning that
the inventory covers emissions from all operations that are under
the Group’s operational control, including operations in the UK,
North America and Germany. Emission factors have been chosen
based on the location of the emissions. However, where emission
factors are not available, UK Government emission factors have
been applied. Emissions are reported in line with the Group’s
financial year. A Scope 3 screening process is conducted annually
to ensure all relevant emissions are captured.
We use primary data wherever possible, and this year have
worked with representatives from all sites, (now members of
the newly formed ESG Working Committee), to improve data
quality. We apply a ‘data hierarchy’, with primary data being the
highest preference and generic, intensity-based factors as least
preferable. The ESG Working Committee members work to
improve data, moving up the hierarchy each year and
standardising the approach across business units.
In particular, we have improved the emission factors applied
to procured goods and services within the Scope 3 – Purchased
Goods and Services category, focusing on IT suppliers. Applying
the approach outlined in the GHG Protocol, we have obtained
detailed supplier-specific emissions for 14% of our IT and hosting
suppliers where there is publicly available data. We will improve
on this methodology in subsequent years with a supplier
engagement strategy, to further improve data accuracy and
inform our procurement decisions.
We continue to calculate emissions from all relevant Scope 3
categories, covering nine out of the GHG Protocol’s 15 categories,
including the use of our sold products and remote working
emissions, ensuring we account for all emissions that result
from the Group’s operations and services. The remaining
Scope 3 categories, including emissions from upstream and
downstream leased assets, franchises, processing of sold
products and investments, remain not applicable to the
Group as none of our activities fall within these categories.
Insufficient data was available for upstream transportation
and distribution emissions to be established and due to our low
consumption of physical materials, this category is considered
de-minimis. Our GHG emissions, therefore cover all operations,
excluding this de-minimis category.
In line with the GHG Protocol, and to ensure consistency with
our previous year’s reporting, we are reporting location-based
emissions from purchased electricity across our business.
This year, we have begun to additionally report market-based
purchased electricity emissions where we have certificates to
prove the origin of the electricity, for example in our London
headquarters. To ensure we fully account for the emissions from
the actual electricity we consume and to ensure real reductions
in carbon emissions, we use location-based purchased electricity
emissions in our reduction targets and Net zero commitment.
1) WRI GHG Protocol Corporate Standard. Available: https://ghgprotocol.org/corporate-standard.
2) HM Government, 2021. Green Claims Code. Available: https://greenclaims.campaign.gov.uk/.
3)
Note for FY23 the methodology has been updated to an operational control approach from a financial control approach. This has no impact on the scope of the emissions ATG reported to date as we have financial and operational control on all
in-scope emissions.
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Sustainability Report
continued
Our FY23 carbon footprint includes part-year emissions from our new acquisition, ESN. The addition of ESN has increased our direct
emissions by 12% (from FY22 emissions). Whilst this does exceed a 10% significance threshold and could trigger recalculation of the
base year, we have decided not to do this for the current financial year. However, FY23 data does not include a full year’s emissions
from ESN and we will therefore revisit whether a recalculation is required in future years if any other significant changes to the
Group occur. Our aim is to avoid the recalculation of our base year where possible to focus on reduction strategies, however, we do
need to ensure our growing business has realistic, achievable targets. As has been shown with previous acquisitions, consolidating
auction platforms and related services under our carbon extensive business model has been shown to reduce the carbon intensity
(i.e., tCO
2
e per £million turnover) of these new acquisitions.
Our FY23 carbon impact
Total greenhouse gas emissions
GHG emissions (tCO
2
e)
4
FY23
FY22
FY21
% Change (in
last fiscal year)
% Change (from
FY22 base year)
Scope 1
23.4
32.5
35.2
(28)%
(28)%
Scope 2 – location based
289.2
391.3
251.3
(26)%
(26)%
Scope 2 – market based
194.3
Total (Scopes 1 & 2)
312.6
423.8
286.5
(26)%
(26)%
Scope 3
2,935.1
2,445.4
1,900.3
20%
20%
Total (Scopes 1, 2 & 3)
3,247.7
2,869.2
2,186.8
13%
13%
GHG emission intensity – Scopes 1, 2 & 3
Turnover (£)
£135,225,000
£119,846,000
£70,100,000
13%
13%
Average employee number (FTEs)
396
337
243
18%
18%
Carbon intensity (emissions per £million turnover)
24.0
23.9
31.2
0%
0%
Carbon intensity (emissions per average FTEs
8.2
8.5
9.0
(4)%
(4)%
Percentage of operations included
>95%5
4) GHG emissions reported in metric tonnes CO
2
equivalent (tCO
2
e).
5)
This is the first year we have reported percentage coverage. Gaps include S3-4 Upstream Transportation and Distribution. We have estimated percentage
coverage in this first year and will endeavour to increase coverage to as close to 100% as feasible.
Our direct emissions
A breakdown of our FY23 emissions is shown in Figure 1. In
FY23 10% (312.6 tCO
2
e) fell into Scopes 1 and 2, direct emissions
associated with our operations. Purchased electricity (65%) was
the largest contributor to our Scope 1 and 2 emissions (201.9
tCO
2
e), followed by purchased heat at 28% (87.3 tCO
2
e).
Stationary combustion, i.e., fuel combusted within stationary
equipment such as a boiler, accounted for 3% (9.3 tCO
2
e) of
Scope 1 and 2 emissions, fugitive emissions such as refrigerant
leaks, also made up 3% (9.3 tCO
2
e), whilst mobile combustion
accounted for less than 1.5% (4.8 tCO
2
e) of overall emissions.
Figure 1: ATG’s direct (Scope 1, 2 and 3 emissions) in FY23.
Scope 1, 23.4 tCO
2
e
Scope 2, 289.2 tCO
2
e
Scope 3, 2,935.1 tCO
2
e
9%
90%
1%
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Sustainability Report
continued
Additional climate-related metrics
We collect additional climate-related metrics as part of our GHG
accounting processes and we disclosing these for the first time
this year. The SEC is responsible for governance of these metrics
and ESG Working Committee members collate data across our
geographies in line with the operational control approach and
scope boundaries of our GHG emissions.
Water usage is minimal due to ATG’s operations. Water
withdrawal refers to all water drawn into the boundaries of the
organisation from all sources. We follow the CDP’s definition of
water withdrawal which is adapted from the GRI Standards
Glossary 2016
6
.
We are committed to preventing waste within our operations
alongside preventing wasted raw materials through our services.
We are committed to recycling office waste and ensuring that IT
equipment, at end of life, is recycled or repurposed to minimise
waste going to landfill. We recognise the consequences of
long-term damage to biodiversity and we aim to reduce the
impact of our operations on the local environment. Waste is
reported in total tonnes generated, classified as recycled and
non-recycled.
As with our GHG reporting, a data hierarchy is applied and we
are working across the Group to improve data quality annually,
as well as align with internationally recognised reporting
standards and frameworks (such as GRI) in future years.
Figure 2: ATG’s corporate value chain (Scope 3 emissions) in FY23.
S3-1 Purchased goods and services
tCO
2
e 1,020.6
S3-2 Capital goods tCO
2
e 491.7
S3-3 Fuel- and energy-related tCO
2
e
activities not included in S1 or S2 79.1
S3-5 Waste generated in operations
tCO
2
e 9.8
S3-6 Business Travel tCO
2
e 347.5
S3-7 Employee commuting
(& remote working) tCO
2
e 291.9
S3-9 Downstream transportation
and distribution tCO
2
e 64.7
S3-11 Use of sold products tCO
2
e 627.9
S3-12 End of life treatment of sold
products tCO
2
e 1.8
35%
17%
3%
0%
0%
12%
10%
2%
21%
Our corporate value chain emissions
90% of the Group’s emissions fall into Scope 3, our corporate
value chain emissions. Scope 3 emissions, which are under a
reporting organisation’s influence but not control, typically make
up the largest proportion of a company’s carbon emissions,
particularly when Scope 3 emissions are comprehensively
covered. A breakdown of our Scope 3 emissions is shown
in Figure 2.
This year, the Group’s largest emission Scope 3 emission source
continues to be from purchased goods and services (35% of Scope
3 emissions), which arise from the hosting of our online platforms
in data centres operated by others. Other significant Scope 3
categories include the use of our products (21% of Scope 3
emissions), employee commuting and remote working (10% of
Scope 3 emissions) and business travel (12% of Scope 3 emissions).
Additional climate-related metrics
Energy
Energy consumption (kWh)
FY23
Non-renewable
1,031,326
Non-renewable by fuel type:
Stationary combustion (gas)
50,715
Purchased electricity (fossil fuel)
417,290
Purchased heat (gas)
543,057
Mobile combustion (diesel)
20,264
Renewable
37,126
Renewable by fuel type
Purchase electricity (REGO backed)
37,126
Total
1,068,452
Percentage of operations included
>95%
Waste
Waste generation (tonnes)
FY23
Total recycled
4.0
Total non-recycled
17.7
Total
21.7
Percentage of operations included
>95%
Water
Water withdrawal
*
(tonnes)
FY23
Water withdrawal
1,514
Water withdrawal intensity (withdrawal per
£million turnover)
11.2
Percentage of operations included
>95%
*
Water withdrawal refers to all water drawn into the boundaries of the
organisation from all sources. We follow the CDP’s definition of water
withdrawal which is adapted from GRI Standards Glossary 2016.
Changes against previous years will be disclosed going forward from FY24.
6
GRI Standards Glossary, 2016. Available: https://reportadviser.com/
wp-content/uploads/2021/05/GRI-standards-glossary-2016.pdf.
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Sustainability Report
continued
Comparison with previous years
Greenhouse gas emissions
As in previous years, the Group accepts that our overall
emissions have and may continue to rise as a growing and
acquisitive company. Trends since we began reporting our
emissions can be seen in Figure 3.
Our total absolute emissions across all scopes have increased
by 13%. Scope 3 has increased by 20%, which predominantly
is due to growth in our business and the associated growth in
our value chain emissions. Scope 1 emissions have, however,
decreased by 28% and Scope 2 (location based) have also
decreased by 26%, with an overall 26% reduction seen in our
Scope 1 and 2.
The reduction in our Scope 1 and 2 emissions is predominantly
due to the relocation of our Omaha office to a smaller, more
carbon efficient premises. The impact of this move was
slightly offset by the acquisition of ESN and the organic
growth of our business.
Our carbon intensity metrics, our measures of carbon emissions
as a proportion of our overall activity, have however either
remained constant or decreased. Carbon intensity when
compared to our turnover has remained constant, whist carbon
emission per FTE have declined by 4%. This indicates that our
carbon emissions are not increasing in line with our growth.
Carbon intensity
FY23
FY22
FY21
2.3
24.0
23.9
3.5
4.1
31.2
Emissions per £ million turnover
Carbon intensity (per £ million turnover, Scopes 1 and 2)
Carbon intensity (per £ million turnover, Scopes 1, 2, and 3)
Total emissions
FY23
FY22
FY21
289.2
2,935.1
23.4
391.3
2,445.4
32.5
251.3
1,900.3
35.2
Total emissions (tCO
2
e)
Scope 1
Scope 2
Scope 3
Figure 3: ATG’s corporate value chain (Scope 1,2 and 3 emissions) in FY23.
Figure 4: ATG’s corporate value chain (Scope 1,2 and 3 emissions) in FY23.
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Sustainability Report
continued
Streamlined Energy and Carbon Reporting (“SECR”)
SECR overview
Descriptive Information
Methodology used
The methodology used to calculate our greenhouse gas emissions, our ‘GHG inventory’, is
based on the World Resources Institute GHG Protocol – A Corporate Accounting and
Reporting Standard, Revised Edition (the Protocol) and follows the Protocol’s guiding principles
of relevance, completeness, consistency, transparency and accuracy. We were supported to
do this by energy and sustainability consultants.
An operational control approach has been taken, meaning that the inventory covers emissions
from all operations that are under the Group’s operational control, including operations in the
UK, Germany and the USA. Emission factors have been chosen based on the location of the
emissions. However, where emission factors are not available, UK Government emission
factors have been applied. Emissions are reported in line with the Group’s financial year.
Emission factors used
UK Government emission factors have been applied from "UK Government conversion factors
for GHG reporting", as well as "European Residual Mixes Association of Issuing Bodies" and US
location based emission factors for MROW, NYCP, and NWPP electricity and waste.
Intensity ratio
The intensity ratio used displays total gross emissions (tCO
2
e) within scope 1 and 2 per million
£ turnover.
Measures undertaken to improve
energy efficiency
This year, we have established an ESG Working Committee with representatives from across
our locations to focus improving the energy efficiency of our buildings, including improving
monitoring, reducing heating temperatures, increasing cooling temperatures, installing LED
lighting throughout our offices and ensuring all electronic appliances are switched off when
our offices are closed or the appliances are not needed.
Additional voluntary reporting
activities
As well as quantifying our direct emissions (Scope 1 and 2), as required by the Companies Act
2006 and the Companies (Directors’ Report, Regulations 2013) and Limited Liability
Partnerships (Energy and Carbon Report) Regulations 2018, ATG is committed to going beyond
our statutory duty and comprehensively calculating and reporting indirect (Scope 3)
emissions. As these emissions would not occur if we were not in existence, we consider it
important for us to voluntarily report these emissions, providing our customers, clients and
stakeholders with full transparency.
Reducing our impact –
planning our journey to Net zero
Near-term reduction target
Our main focus this year has been to identify and agree upon
reduction strategies to achieve our near-term target of reducing
absolute Scope 1 and 2 emissions by 42% by 2030 (FY31) from
a FY22 base year, led by the ESG Committee. We are on track
to achieve this target with a reduction of 26% in our first year
of reporting.
Whilst our relocation of our Omaha office has contributed
significantly to achieving this target, we are aware that more
needs to be done to reduce our direct emissions and we will
continue to improve the energy efficiency of our offices. We
have identified a number reduction strategies to implement
in FY24 through a carbon survey of our six office locations.
For example, these include:
Setting standard heating and cooling temperatures to
minimise wasted energy associated with Heating, Ventilation,
and Air Conditioning (HVAC);
Ensuring HVAC systems are not in use outside of hours;
Switching off appliances when not in use and investigating
energy efficient alternative technologies; and
Updating to LED lighting throughout our offices.
Our future commitment
We will continue to take a rigorous approach to calculating our
overall climate impact by improving our approach to emission
calculations annually and working to reduce our absolute
emissions, including our value chain emissions to achieve our
science-based reduction targets. As our Scope 3 makes up 90%
of our carbon footprint, we plan to develop a supplier engagement
strategy to work with our suppliers to improve the accuracy of our
carbon emissions and inform our future procurement decisions.
We intend to validate our long-term Net zero target with the SBTi
in FY24 and publish a transition plan to outline how we will
achieve this.
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Sustainability Report
continued
SECR data
Category
Scope
Current reporting year
FY23
Previous reporting year
FY22
UK and offshore
Global (excluding
UK and offshore)
UK and offshore
Global (excluding
UK and offshore)
Emissions from activities which the Company owns or controls including the combustion of fuel and operation
of facilities (tCO
2
e)
1
7.8
15.6
7.1
25.4
Emissions from purchase of electricity, heat, steam and cooling purchased for own use (location based, tCO
2
e)
2
19.2
270.0
20.6
370.7
Total gross Scope 1 and Scope 2 emissions (tCO
2
e)
1 & 2
27.0
285.6
27.7
396.1
Energy consumption used to calculate the above emissions (kWh)
1 & 2
120,309.9
948,142.0
125,265.3
1,342,370.8
Total gross Scope 1 and Scope 2 emissions UK and global (tCO
2
e)
1 & 2
312.6
423.8
Intensity ratio UK and Global: emissions (tCO
2
e) per million £ budget
1 & 2
2.3
3.5
SECR change log
Change in consumption, emissions, and intensity ratio between the previous and reporting year
Category
Percentage change
Consumption (kWh)
53%
Emissions (tCO
2
e)
(26)%
Intensity ratio (emissions tCO
2
e / million £ budget)
(34)%
Description of changes in consumption,
emissions, and intensity ratio between the
previous and reporting year.
Absolute Scope 1 and 2 emissions have decreased by 26%, whereas our carbon intensity, i.e., a measure our carbon emissions as a proportion of our
overall activity, has decreased by 34%, indicating that we are becoming more carbon efficient as we grow.
Our absolute Scope 1 emissions have declined by 29% since the prior reporting year and our absolute Scope 2 emissions have decreased by 26%. This
can be predominantly attributed to our move to a smaller office in Omaha (which occurred half way through FY23). Our emissions this year include
those from our newly acquired company, ESN
We continue to measure and improve upon our understanding of our Scope 3 emissions. In total, our absolute Scope 1, 2, and 3 emissions have
increased by 14%, however, have increased by 1% relative to turnover. As last year, we have included remote working emissions and emissions
associated with the use of sold products in our carbon footprint to ensure we account for our home-based employees and continued growth in our
online auction services.
External assurance statement
We confirm that this SECR report has been reviewed by external auditors as part of their full financial audit.
3. ATG’s corporate value chain (Scope 3 emissions) in FY23.
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Sustainability Report
continued
ATG Values
Our values encompass everything that we do, driving the way all ATG businesses operate, with a winning team
made up of smart, passionate individuals who connect to our purpose of unlocking the value of the curated
secondary goods market and accelerating the growth of the circular economy.
Our People and
Community
1. Drive Results
Execute with excellence on the
right priorities
Take ownership on what
matters and be accountable
Set a pace that pushes ATG
ahead of the competition
3. Find a Smarter, Beer Way
Innovate and seek improved
ways of working
Deliver today but also be
future-focused
Be creative in seeking ways to
enhance efficiency, delivery or
impact
5. Empower People to Grow
Be ambitious in seeking ways to
develop yourself and others
Create an environment of respect,
diversity and inclusion
Start with trust and professional
honesty
2. Create Customer Value
Know your customer
Understand how ATG creates
value for buyers and sellers
Act with trust, integrity and
consistency
4. Collaborate to Win
Think, act and win as One ATG
Work together across teams
and borders to achieve and
celebrate shared success
Know the vision, work on the
right priorities and be an
expert in your discipline
At ATG, we aim to ensure our
employees feel they belong and
can reach their full potential.
Our people are our most valuable
resource and asset. Ensuring that
we attract, nurture and retain
our people is key to ATG’s success.
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Sustainability Report
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Engagement
We want to ensure that ATG remains a great place to work and
we regularly engage with our employees to understand their
feedback and concerns. In FY23, we ran a newly designed
Group-wide survey to understand sentiment, which showed
that our employees not only feel highly engaged with ATG, but
are also confident in its strategy and outlook. The survey is
testament to the positive and collaborative culture that we are
creating, with 83% employees responding to the survey, 76%
feeling favourable to ATG and 95% of employees stating they
enjoy working with their team. Respondents to the survey also
reported having a passion for serving the customer (91%). Scores
across the engagement survey were closely aligned across
males and females.
In FY23, we welcomed the ESN team to ATG and have worked
hard to integrate their team, culture and ways of working into the
business, for example through including them in all ATG employee
offerings such as ATG Academy and Global All Hands meetings.
We also ran a pulse survey with ESN employees which showed
positive results. Overall participation was 84%, with scores of
83% for favourability and 76% engagement, both in line with ATG
Global scores. The following three items scored 100% for the ESN
pulse survey: working with their team, accountability for results
and passion for the customer. Questions focused on the
integration with ATG scored 90% or higher, showing the
positive experience for employees following the acquisition.
In FY23 we launched All ToGether, our connection and
development programme which includes a range of training
programmes, networking events and other programmes to
support the development and engagement of our employees.
Tamsin Todd took over from Breon Corcoran during FY23 as
the Board’s designated Director for workforce engagement and
the outputs of her twice-yearly meetings with employees were
reported to the Board as detailed on page 36 of this report.
As a result of these discussions, UK parental leave policies
were enhanced, as detailed on page 36 of this report.
Reward and recognition
ATG offers employees competitive reward schemes and
benefits programmes to ensure that we retain and recruit the
best talent. As well as offering competitive remuneration and
retirement arrangements, we offer comprehensive physical and
mental healthcare benefits such as the provision of eight video
counselling sessions with trained therapists each year. We offer
our employees hybrid working practices whilst also offering
permanent opportunities to work from home for some
employees. We also offer flexible working practices for
parents and enhanced maternity and paternity packages.
Each employee is rewarded for long service and performance
through an employee voucher scheme at key milestones and
commendable achievements. Employee performance is also
celebrated with an annual awards ceremony known as the
ATG Spotlight Awards, bonuses to recognise exceptional
commitment to work, as well as the regular celebration
of achievements at Group wide All Hands meetings.
This year, ATG launched our first Employee Swag offering where
all employees chose from four high-quality apparel or accessory
items. Over 300 employees placed orders and items were
custom made and fitted with an in-house designed ATG badge.
All new joiners will now be offered a piece of ATG Swag in their
first three months.
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Sustainability Report
continued
Employee share schemes
To encourage our employees to align their interests with
shareholders and to benefit from their contribution to ATG’s
success, employees are offered equity awards. In FY23, all
employees were offered equity under the Long Term Incentive
Plan, which vests over a two, three or four-year period, or
through other equity schemes.
Furthermore, UK and German employees have the opportunity
to take part in a Share Incentive Plan (“SIP”). For every share an
employee purchases, ATG will match it. US employees will be
invited to buy shares under the Employee Share Purchase Plan
(“ESPP”), purchasing shares at a 15% discount. 37% of eligible
employees participate in one of the current schemes.
Number of employees by region
FY23
FY22
Europe
116
109
N America
275
236
Asia
RoW
Total
391
345
Employee turnover Voluntary
(permanent employees only)
Total
FY23
FY22
FY23
FY22
Europe
9
17
20
22
N America
35
44
73
64
Asia
RoW
Total
44
61
93
86
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
63
Sustainability Report
continued
Gender diversity statistics
Male
Female
Other/ Prefer not to say
Total
No.
%
No.
%
No.
%
%
Board
5
62
3
38
100
Number of senior positions on the Board (CEO, CFO, SID and Chair)
4
100
0
0
100
Senior Management
7
88
1
12
100
Senior Leadership Team
12
71
5
29
100
New recruits
54
63
32
37
100
Diversity and inclusion
At ATG, we value the differences that a diverse workforce brings
to our organisation and are fully committed to the elimination of
unlawful and unfair discrimination. We know that our continued
success relies on people having a wide range of experience and
skills to bring different perspectives, promote innovation and
provide constructive challenge. In accordance with our Board
diversity policy which can be found on our website at
www.auctiontechnologygroup.com, in FY23 we implemented our
workforce Diversity & Inclusion (“D&I”) and Equal Opportunities
policy. The policy does not discriminate against employees
based on gender, race or ethnic origin, age, religion, sexual
orientation, pregnancy or maternity, gender identity, disability,
marriage or civil partnership, social background, nationality,
or political opinion. The Board has oversight of this policy.
In FY23, we launched a series of D&I training and development
programmes, as well as establishing a series of networking
events. This included two sessions run by female Board members
and female senior leaders where over 78 employees attended.
The sessions focused on sharing insights into the challenges
women face in the workplace. As an action from these sessions,
ATG developed a guide and training on appropriate workplace
behaviour and set up a global hotline to report any issues. 89%
of employees in the engagement survey felt that employees are
treated equally regardless of race, ethnicity, gender, disability,
religious beliefs and sexual orientation.
Gender diversity
The Group is diverse in terms of gender mix, with women
comprising 41% of the total workforce, an increase from 3%
last year and we have achieved a gender balance in our UK and
German businesses. ATG is committed to gender pay equality.
The Group’s employee base is diverse at the management level,
with five females on our Senior Leadership Team, and one
female leader in a senior management role. As illustrated on
page 70, the Board comprises five males and three females. The
Board reviewed its diversity policy in FY23 in light of the updated
targets announced by the FTSE Women Leaders Review and the
FCA’s Policy Statement in respect of diversity and inclusion on
company boards and executive management. As disclosed more
fully on page 92, the Nomination Committee has considered the
revised minimum target of 40% women on listed company
boards and the provision that at least one of the positions of
Chair, CEO, CFO or SID is filled by a woman, and aims to achieve
this target by the end of 2025.
Ethnic diversity
ATG’s employees are diverse in terms of ethnicity, with 24%
having disclosed as identifying as non-white (FY22: 25%). We
are committed to increasing ethnic diversity across all levels
throughout the organisation through recruitment and succession
planning. The Board has considered the Parker Review
recommendation for all FTSE 250 Boards to have at least one
director from an ethnically diverse background by 2024, and
following consultation with the Nomination Committee, the
Board considers that it has achieved this target, with John-Paul
Savant representing a Eurasian ethnically diverse background.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
64
Sustainability Report
continued
Ethnic diversity statistics
White British or other
White (including
minority-white groups)
Mixed/Multiple
Ethnic Groups
Black/African/
Caribbean/Black
British
Asian/Asian British
Not specified
No.
%
No.
%
No.
%
No.
%
No.
%
Board
7
88
1
12
Number of senior positions
on the Board (CEO, CFO,
SID and Chair)
3
75
1
25
Senior Management
5
63
1
13
2
25
Senior Leadership Team
10
59
2
12
4
24
1
6
New recruits
37
45
6
7
3
3
11
13
25
30
Employees with disabilities
We strive to be an inclusive employer and are committed to ensuring that people with disabilities are not disadvantaged in our hiring
process, training, career development or promotion opportunities. Applicants with disabilities are given full and fair consideration
during recruitment processes. We offer flexibility and support to any employees who are disabled upon joining or who become so
during employment, including equipment or schedule accommodations. People with disabilities are treated equally in all internal
processes including training, career development and promotions.
Recruitment
Our hiring practice is committed to fair and equal treatment regardless of an individual’s race, age, gender, ethnic background,
religion or beliefs, gender assignment, sexual orientation, marital or civil partnership status, or disabilities. Our recruitment and
selection process focuses on selecting the best candidate for each role and we hire based on merit and the right skills for the role.
In the last 12 months, 37% of our new joiners have been female.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
65
Sustainability Report
continued
Talent and career management
We ensure that all employees have access to the training they
need to support their development. All employees are required
to undertake mandatory training annually to ensure they
understand their legal and regulatory duties in relation to insider
trading, cyber security and data security. In FY23 we launched
ATG Academy, our new global learning and development
programme, which included 60 carefully designed courses that
were bespoke to working at ATG, delivered by our own experts,
as we believe that training from such employees can provide a
more meaningful and tailored learning experience for roles
within ATG.
We also launched a new on boarding programme to help set
new employees up for success, which includes a day one
induction, 30-day HR check in, a small group lunch or breakfast
with the CEO and a thorough Global Orientation session where
new employees have the opportunity to meet multiple
executives. Professional qualification sponsorship is available
for all employees to apply for. During objective-setting periods,
employees review training needs with their managers and
training will be offered on a case-by-case basis to support
specific developmental skills.
Performance reviews are conducted at least twice a year
across all employees in the Group by line managers, to enable
meaningful discussions about an individual’s progress and
career development. Over 80% of the Group received an annual
performance evaluation. To support these conversations, we
offer access to development plans and 360 feedback tools.
Over the year, over 70 hours of internally provided training were
completed by our employees.
ATG supports apprenticeship schemes in the UK and Germany,
to offer young people, or those without the opportunity to
study further education, a placement at ATG. This provides
qualifications, training and on the job corporate experience in
entry level roles.
Health and safety
We are committed to supporting our employees in all aspects of
their health and well-being. We provide a comprehensive range
of healthcare benefits as detailed on page 62.
The health and safety of all ATG employees and visitors to our
offices is a priority for the business, and during the year we have
ensured that our offices provided a safe working environment
for both our employees and any visitors. ATG has a health and
safety policy and appropriate insurance for all employees. We
are pleased to report that we have had no fatalities or serious
injuries during the year, and there was no impact to our
operations due to work-related incidents or work-related
occupational disease.
Political donations and expenditure
The Company and its subsidiaries did not make any political
donations or incur any expenditure during the year.
Community partnerships
Developing the next generation of talent and fostering new ways
to encourage entrants, of all backgrounds, into the auction and
technology sectors are important to the future success of the
online auction industry. An example of this is our support of
BADA Friends – the British Antique Dealers Association – which
provides a platform for the public to support the work of BADA’s
Cultural and Educational Trust, and to promote learning and
expertise in the fine art and antiques trade.
ATG is a key supporter of auction industry events and
conferences, whether through sponsorship or provision of
expertise. This included Industrial Auctioneers Association
events in both North America and in France.
Charities
As part of the Proxibid office move, ATG donated furniture,
monitors and office suppliers to local schools and libraries.
Employees at ESN volunteered within the local community
during the year, including at local food banks and at the Safe
House of Southeast Missouri’s thrift shop in Cape Girardeau
where employees helped to unpack and sort donations.
UK employees participated in a Christmas donation scheme
to support local families around the festive period.
We also facilitate hundreds of charity auctions on our
marketplaces each year, waiving our fees to ensure that all
proceeds go to the charities. In the past 12 months, charity
auctions hosted on our marketplaces have raised over £4.0m
for good causes (FY22: £6.0m).
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
66
Sustainability Report
continued
Governance
Operating a trusted marketplace
We have an internal governance framework for data protection
and information security including various policies, procedures
and training. We undertake periodic analysis to identify potential
vulnerabilities and risks, and we have processes in place to
identify potential incidents and mitigate accordingly. Our policies
are regularly reviewed and updated. Further specialised policies
and standards are required for employees in engineering,
product and design. ATG has had zero data breaches in both
FY23 and FY22.
Card payments from bidders are handled by third-party supplier
payment processors on behalf of the Group and by auction
house clients. Therefore, the Group does not store card details,
and follows all relevant regulations to comply with the Payment
Card Industry Data Security Standard (“PCI DSS”). Under its
contract with the Group, the supplier agrees to comply with
the PCI DSS in respect of the storage of bidder card data.
In FY23, ATG deployed an industry leading security threat
detection platform and 24x7 managed extended detection
and response (MXDR) solution with end-to-end remediation.
ATG also developed procedures to conduct regular security risk
assessments and audits on the companies, technologies, and
practices affecting user data. ATG tests its business continuity
plans and incident response procedures every three years and
in FY24, this will include external testing of an updated and
integrated business continuity plan which is being rolled out.
Supply chain
As a technology platform, ATG’s supply chain is largely data
centres, software and other services providers. We engaged
with suppliers as part of our materiality assessment and will
look to create a supply chain policy in the next year.
As a leading online marketplace, we are committed to operating
a marketplace that is responsible, reliable and fair. Our aim is to
provide a valuable platform for our consumers and customers
to ensure we deliver relevant innovation, protect consumer data
and provide an engaging user experience.
Restricted items
The Group has rules in place with regard to the listing of
prohibited items on its marketplaces, such as offensive items,
illegal firearms and weapons, and illegal wildlife products. We
employ a compliance team to monitor adherence to these rules.
The internal audit function audits and reviews the policy and its
application on an annual basis.
Security of buying on our marketplaces
It is important that bidders can trust the buying experience
on our marketplaces and that they know that auctioneers
are following best practice. We vet all auction houses before
allowing them to sell on our marketplaces. Equally, it is
important that auction houses are protected against fraudulent
bidders through bidder security teams dedicated to minimising
the number of marketplace bidders who default on their
purchases. The Internal Audit function audits and reviews
these processes on an annual basis.
Information systems and technology (“IS&T”)
As highlighted in our materiality assessment, IS&T is a key priority
for ATG and core to our operations. ATG has strengthened its
IS&T capabilities in FY23 to ensure it has robust incident
response procedures in place to manage information security,
cyber security and/or breaches of confidential information.
This includes the implementation of a new information security
management system, which has been based on a recognised
international standard. We also established an Information
Security Steering Committee whose members include the
Data Protection Officer, Chief Information Security Officer and
Internal Risk Officer, whose responsibility is to oversee our IS&T
programmes. This includes regular internal and external risk
assessments on ATG’s technologies, cyber security and
practices affecting user data. The committee report its
findings to the Audit Committee.
ATG is committed to operating
in a transparent, responsible
and ethical manner, within a
strong governance and
compliance framework.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
67
Sustainability Report
continued
Modern slavery
ATG supports the Modern Slavery Act 2015. We are committed
to ensuring that slavery and human trafficking are not taking
place in any part of our business or our supply chain. We expect
the same commitment from our suppliers, contractors and
business partners. We will not tolerate the mistreatment of
people in our employment and, wherever possible, employed in
our supply chain. We continue to be compliant with the annual
reporting requirements contained within section 54 of the
Modern Slavery Act 2015. Our Modern Slavery Statement, which
is reviewed and approved by the Board on an annual basis, can
be found on our website www.auctiontechnologygroup.com.
During FY23, no incidents of modern slavery or human rights
abuse were identified within the Group or our supply chain. We
provide training to all colleagues working within procurement
and HR on modern slavery.
Whistle-blowing
We are committed to maintaining the highest standards
of honesty, openness and accountability both within the
organisation and in all its business dealings. ATG and its
employees must behave honestly, and customers must be
able to have absolute confidence in us. The Group recognises
that employees have an important role to play in achieving
these goals.
ATG has a whistle-blowing policy which includes access to
a whistle-blowing telephone service run by an independent
organisation, allowing employees to raise concerns on a strictly
confidential basis. New employees are made aware of the
whistle-blowing policy when they are on boarded, whilst existing
employees were reminded about the policy in the year through
the roll out of the updated ATG handbook. As detailed on page
84 of the Audit Committee receives regular reports on the use
of the service, and any issues that are raised, the findings of any
investigations and any actions arising. There were no reports
made under the Group’s whistle-blowing policy during the year.
Anti-bribery and corruption
It is our policy to conduct all of our business in an honest and
ethical manner. We take a zero-tolerance approach to bribery
and corruption and are committed to acting professionally,
fairly and with integrity in all our business dealings and
relationships wherever we operate and implementing and
enforcing effective systems to counter bribery and corruption.
Our anti-bribery and corruption policy is published on our
website at www.auctiontechnologygroup.com. There were no
instances of bribery reported within the Group during the year.
Human rights
ATG supports the principles set out in the UN Declaration of
Human Rights and is committed to supporting human rights
through our compliance with national laws and through our
internal policies which adhere to internationally recognised
human rights principles. Our human rights and associated
policies require respect and equal and fair treatment of all
persons we encounter.
Tax transparency
The Group is committed to compliance with all applicable tax
laws and regulations and manages tax matters in line with our
tax principles as set out in the Chief Financial Officer’s review
on pages 23 to 27. The Group’s taxation policy for conducting
its tax affairs and managing tax risk is published on our website
www.auctiontechnologygroup.com. The tax policy has been
approved by the Board of ATG and will be reviewed annually,
including a formal consideration by the Audit Committee.
The Chief Financial Officer of the Group takes overall
responsibility for the management of the tax policy and
governance. On a day-to-day basis, in each local territory where
ATG has a taxable presence, tax is managed by the Head of Tax
and local financial controllers. In territories where there is no
local financial controller, it is managed by the Group Financial
Controller. The local financial controllers are supported by
external advisers, where additional support and tax knowledge
is desirable to assist with areas of complexity and specialist
tax areas.
The Strategic Report, comprising the information on pages
03 to 68 inclusive, was approved by the Board of Directors
on 30 November 2023 and signed on its behalf by:
John-Paul Savant
Chief Executive Officer
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
68
Sustainability Report
continued
Corporate Governance Report
On behalf of the Board, I am pleased to introduce our Corporate
Governance Report for the financial year ended 30 September
2023. The Company is subject to the UK Corporate Governance
Code 2018 (the “Code”) and this report sets out our corporate
governance framework and describes how the Company has
applied the principles and complied with the provisions of the
Code during the year. A copy of the Code can be found at the
Financial Reporting Council’s website frc.org.uk. This report also
includes reports from the Audit, Nomination and Remuneration
Committees. The activities of the Sustainability and ESG
Committee can be found in the Sustainability Report on
page 44. This report explains in more detail the corporate
governance structures in place, the work of the Board and
its Committees in FY23 and our planned focus for FY24.
Code Compliance
The Board is ambitious to achieve the highest standards of
corporate governance and as a Board we aim to lead by
example. I am pleased to report that we have applied the
principles of the Code and complied with its provisions in full
during the year and up to the date of publication of this report.
Chairman’s Statement page 08
Remuneration Committee Report page 94
Directors’ biographies page 79
Nomination Committee Report page 90
Sustainability Report page 44
Audit Committee Report page 82
Purpose, culture and values
ATG’s purpose is to unlock the value of the secondary goods
market and accelerate the growth of the circular economy. This
is achieved through the delivery of our strategy, supported by an
effective corporate governance and risk framework and by our
cultures and values. We have an open, collaborative and diverse
culture at ATG, aligned with the Company’s purpose, values and
strategy. The Board was delighted to support the launch of the
refreshed ATG Values to all of our employees during the year,
which aim to articulate the culture and values across the
different businesses within our Group. Further details on the
development of the refreshed ATG Values are set out on page 61.
Board activities during the year
We stated in our FY22 Annual Report that the Board’s priorities
for FY23 were to review the progress and delivery of the Group
strategy, to continue to review any potential M&A opportunities,
to review the composition of the Board to ensure progress in
meeting diversity targets, and to review succession plans for
the Board and the Senior Management Team. Progress on all
of these priorities is set out within this report.
Board composition
There were no changes to the Board membership during FY23 and
we continue to have a strong and balanced Board with appropriate
skills, knowledge, experience and diversity, as validated by the
Board skills assessment conducted by the Nomination Committee
during the year, details for which can be found on page 90. We
believe that maintaining a diverse Board is important to our
decision-making and I am pleased to report that our Board
composition is in line with the recommendations from the FTSE
Women Leaders Review and the Parker Review. You can read
more about the diversity of our Board and our plans for the
future in the Nomination Committee Report on pages 90 to 93.
Annual General Meeting
The Company’s Annual General Meeting (“AGM”) will be held
on Tuesday 30 January 2024, an opportunity for the Board to
engage with our investors. Full details of the AGM, including the
resolutions to be proposed for shareholder approval, can be
found in the Notice of Meeting. In order to maximise shareholder
engagement and participation, we encourage all shareholders to
cast their votes by proxy, and to send any questions in respect of
AGM business to investorrelations@auctiontechnologygroup.com.
Shareholders who would prefer not, or are unable, to attend the
AGM in person are invited to watch and listen to the AGM online
via a live webcast, details for which can be found in the Notice
of Meeting.
I would like to conclude with a personal note of thanks to all
of our people across our global businesses and my fellow Board
members for their continued support.
Breon Corcoran
Chairman
30 November 2023
Documents available at www.auctiontechnologygroup.com
Articles of Association
Matters Reserved to the
Board
Terms of Reference for
Board Committees
Board Diversity & Inclusion
Policy
Modern Slavery Statement
Tax Strategy
Notice of Annual General
Meeting 2024
Environmental Policy
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
69
Chairman’s Introduction
Overview
Compliance with the Code
The Company has assessed itself with reference to the Code.
The Board confirms that the Company applied the principles
and complied with the provisions of the Code throughout
FY23 and up to the Last Practicable Date. The Board is actively
considering the implications of the FRC consultation on changes
to the UK Corporate Governance Code on the Company’s
governance framework and the operation of its committees
and governing documents.
Directors’ independence
The Board has determined that all of the Non-Executive
Directors other than Morgan Seigler are free from any business
or other relationship that could impair their independent
judgement and are therefore ‘‘independent Non-Executive
Directors’’ within the meaning of the Code. The Non-Executive
Directors holding shares in the Company are not, nor do they
represent, a significant shareholder.
63%
27%
Board gender diversity
Male (5)
Female (3)
50%
34%
16%
Board independence
Independent (4)
Non-independent (3)
Chair (1)
Length of tenure
0-3 years (5)
3-6 years (2)
6-9 years (1)
63%
25%
12%
Governance at a glance
The Directors believe that the appointment of Morgan Seigler
to the Board by TA Associates, pursuant to the Relationship
Agreement, is assisting the Group with the implementation of
its growth strategy, particularly given Morgan’s familiarity with
the business, transactional experience and network of contacts
through TA Associates, which the Directors believe will assist
the Group in sourcing acquisition opportunities. The Directors
further believe that the terms of the Relationship Agreement
enable the Group to function independently of TA Associates
notwithstanding TA Associates’ appointment of Morgan Seigler
to the Board.
The Board is mindful that the Code lists that where
Non-Executive Directors hold cross-directorships or have
significant links with other Directors through involvement in
other companies or bodies, this is likely to impair, or could
appear to impair, a Non-Executive Director’s independence.
Accordingly, the Board has assessed the independence of
Scott Forbes and Suzanne Baxter, given that Scott serves
as independent Chair, and Suzanne as an independent
non-executive director of Ascential plc, a UK listed company.
They are not involved in executive duties for Ascential plc and
each have a similar obligation to be independent for Ascential
plc as they do for the Company. The Board does not consider
that Scott Forbes’ and Suzanne Baxter’s positions as
independent Non-Executive Directors of the Company are
adversely impacted by their roles on the board of Ascential plc
and is satisfied that, notwithstanding these appointments, they
are to be regarded as independent.
Board composition
At the date of this report, our Board comprises eight members:
the Chair, the CEO, the CFO, four independent Non-Executive
Directors and one non-independent Non-Executive Director.
Over half the Board (excluding the Chair) comprises independent
Non-Executive Directors and the composition of all Board
Committees complies with the Code.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
70
Governance Report
Operation of the Board and its Commiees
The Board
The Board is responsible for leading and directing the Company
and has overall authority for the management and conduct
of its business, strategy and development. The Board is also
responsible for ensuring the maintenance of a sound system
of internal controls and risk management (including financial,
operational, compliance and controls relating to cyber and
digital security) and for reviewing the overall effectiveness of
systems in place as well as for the approval of any changes
to the capital, corporate and/or management structure of
the Company.
Division of responsibilities
The Board currently comprises the Chairman, two Executive
Directors and five Non-Executive Directors. There are clear
written guidelines around the division of responsibilities and,
in accordance with the Code, the roles of Chairman and
Chief Executive Officer are held by separate individuals.
Board balance and independence
Chairman
Leadership and governance of the Board
Ensures constructive relationships between the
Executive and Non-Executive Directors
Ensures appropriate engagement with key
stakeholders
Sets the agenda and tone of the Board meetings
Reviews the Board’s effectiveness and monitoring
the Non-Executive Directors’ independence
Oversees the succession and composition
of the Board
Chief
Executive
Officer
Day-to-day responsibility for managing the
business
Reviews and recommends the Group’s strategy
to the Board and ensures its implementation
Provides regular updates to the Board on all
significant matters
Delivers the Group’s sustainability strategy
Delegation of authority to the Group’s Senior
Management Team
Responsible for effective and ongoing
communication with shareholders
Senior
Independent
Director
Acts as a sounding board to the Chairman
Acts as an intermediary for the other Board
members and/or shareholders and other key
stakeholders
Evaluates the Chairman’s performance as part
of the annual Board effectiveness review
Non-
Executive
Directors
Provide independent judgement, knowledge and
commercial advice
Constructively challenge the Executive Directors
and monitor their performance against strategy
Manage agendas and provide input into key
matters and issues through the Board Committees
Senior Independent Director
As set out above, the Code recommends that the board of
directors of a company should appoint one of the independent
non-executive directors to be the Senior Independent Director
in order to provide a sounding board for the chair and to serve
as an intermediary for the other directors when necessary. The
Senior Independent Director has an important role on the Board
in leading on corporate governance issues and being available
to shareholders if they have concerns which have not been
resolved through the normal channels of the Chair, Chief
Executive Officer or other Executive Directors. Scott Forbes has
been appointed as the Senior Independent Director of the Board.
The Commiees
The Board has established a number of Committees, whose
terms of reference are documented formally and updated
as necessary and can be found on the Company’s website
at www.auctiontechnologygroup.com. The Committees report
back to the Board on their activities at the Board meeting
following the respective Committee meeting. The composition
of each Committee is designed to ensure common membership
between Committees with shared responsibilities.
Audit Commiee
The Audit Committee is chaired by Suzanne Baxter and other
members are Scott Forbes and Tamsin Todd.
The Audit Committee meets at least four times a year, and
more frequently if required. The quorum necessary for the
transaction of business at any meeting of the Audit Committee
is two members.
Appointments to the Audit Committee are made by the Board,
on recommendation by the Nomination Committee and in
consultation with the Chair of the Audit Committee.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
71
Governance Report
continued
The Audit Committee’s role is to assist the Board with
the discharge of its responsibilities in relation to financial
reporting, including reviewing the Group’s Annual and Interim
Consolidated Financial Statements and accounting policies,
including climate-related financial disclosures, the internal
control framework, internal and external audits, reviewing
and monitoring the scope of the annual audit and the extent
of the non-audit work undertaken by external auditors, advising
on the appointment of external auditors and reviewing the
effectiveness of the risk management framework, internal audit,
internal controls, whistleblowing and fraud systems in place
within the Group.
There is further detail on the Audit Committee’s activities on
pages 82 to 89.
Audit Committee Report page 82
Remuneration Commiee
The Remuneration Committee is chaired by Scott Forbes and its
other members are Breon Corcoran, Suzanne Baxter and Tamsin
Todd. The Remuneration Committee meets at least twice a year,
or more frequently if required. The quorum necessary for the
transaction of business at any meeting of the Remuneration
Committee is two members.
The Remuneration Committee has delegated responsibility from
the Board for determining the policy for Executive remuneration
and setting remuneration for the Chair, the Executive Directors and
the Senior Management Team. It reviews the remuneration of our
people and related policies and the alignment of incentives and
rewards with culture, taking them into account when setting the
policy for Executive Directors’ remuneration. The responsibilities
of the Remuneration Committee are covered in its terms of
reference, which include determining and monitoring the strategy
and policy on remuneration, termination, performance-related
pay, pension arrangements, share incentive plans, and
remuneration reporting and disclosure.
There is further detail on the Remuneration Committee’s
activities on pages 94 to 112.
Remuneration Committee Report page 94
Nomination Commiee
The Nomination Committee is chaired by Breon Corcoran,
and its other members are Scott Forbes and Pauline Reader.
The Nomination Committee meets at least twice a year, or
more frequently if required. The quorum necessary for the
transaction of business at any meeting of the Nomination
Committee is two members.
The responsibilities of the Nomination Committee include
reviewing the size, structure and composition of the Board and
ensuring that the Board comprises the right balance of skills,
knowledge, diversity and experience; identifying and nominating
for approval candidates to fill any vacancies on the Board; giving
full consideration to the organisation and succession planning
for the Group; and making recommendations to the Board
concerning membership of the Audit Committee and the
Remuneration Committee in consultation with the Chairs
of those Committees.
There is further detail on the Nomination Committee’s activities
on pages 90 to 93.
Nomination Committee Report page 90
Sustainability and ESG Commiee
The Sustainability and ESG Committee was established in FY22
as the Sustainability and Climate Risk Committee primarily to
support the implementation of the TCFD recommendations for
corporate reporting, but more widely to cover climate-related
developments and wider sustainability topics as may be
required. The terms of reference of the Committee were
expanded in FY23 to encompass corporate responsibility,
environmental and wider ESG matters and its name changed
to the Sustainability and ESG Committee. The Committee
is chaired by Richard Lewis, Chief Operating Officer, and
membership comprises Suzanne Baxter, Tom Hargreaves, and
representatives from Finance, Investor Relations, Internal Audit
and HR. The Committee meets at least twice a year.
Sustainability Report page 44
Disclosure Commiee
The role of the Disclosure Committee is to ensure timely
and accurate disclosure of all information that is required to
be disclosed to the market to meet the legal and regulatory
obligations and requirements arising from the listing of the
Company’s securities on the London Stock Exchange, including
the Listing Rules, the Disclosure Guidance and Transparency
Rules and the Market Abuse Regulation framework.
The Disclosure Committee will meet at such times as shall
be necessary or appropriate, as determined by the Chair of
the Disclosure Committee or, in his or her absence, by any
other member of the Disclosure Committee. The Disclosure
Committee is chaired by John-Paul Savant and its other
members are Tom Hargreaves, the Company Secretary,
and any one Non-Executive Director.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
72
Governance Report
continued
Composition, succession and evaluation
Board appointments
The Nomination Committee is responsible for the appointment
of new Directors to the Board and the Committees, in
conjunction with the Chair of each Committee, to ensure that
any new appointment provides the right balance of capabilities
in line with the Board’s policy on diversity. The Nomination
Committee is also responsible for ensuring succession plans are
in place at Board and senior management level. The Nomination
Committee will consider the time commitment of any potential
new appointment to the Board to ensure they are able to
dedicate sufficient time to fulfil their role. The Chairman
considers new external appointments which may impact existing
time commitments and the Board must approve them. There are
no Directors whom the Nomination Committee consider to be
over-extended or unable to fulfil their duties to the Board. All
Directors are expected to attend all Board and relevant
Committee meetings.
Election and re-election
In accordance with the Company’s Articles of Association
and the Code, the Directors intend to stand for re-election
at the Company’s forthcoming AGM and for annual re-election
at each subsequent AGM of the Company. In addition, prior to
recommending their re-election to shareholders, the Nomination
Committee, on behalf of the Board, carried out an annual
re-assessment of each of the Non-Executive Directors.
Taking account of the recommendations of the Nomination
Committee and the results of the Board evaluation carried
out during the year under review, the Board considers that all
the current Directors continue to be effective, are committed
to their roles, and have sufficient time to perform their duties.
The Board therefore recommends the re-election of all Directors.
Directors’ biographies can be found on pages 79 to 81 and in the
Notice of Meeting.
Induction and continuing development
The Company Secretary in conjunction with the Chair is
responsible for ensuring that newly appointed Directors receive
appropriate induction training, in accordance with the Code and
the Board’s own induction policy. Any newly appointed Director
will also be invited to participate in a range of meetings with
members of the Senior Management Team to familiarise
themselves with the business, its strategy and goals. Board
meetings generally include one or more presentations from
the Senior Management Team on areas of strategic focus.
Board evaluation
In early 2023 the Board conducted an effectiveness review of its
performance and that of its Committees, led by the Chair and
the Company Secretary. The Senior Independent Director led
a review of the Chair. The focus of the internal review was to
obtain feedback on progress so far, to seek recommendations
for improvement and to consider the key priorities for the
business and the Board in the second half of FY23 and beyond.
The overall conclusion was that the Board and its Committees
comprised high-quality, experienced individuals and that they
were engaged in meetings and the quality of debate was high
and centred on the right issues. Most review areas were scored
as either good or excellent. Common outputs emerging from
this exercise were as follows, along with agreed actions:
Finding:
Increase Board focus on strategic discussion with less
reliance on operating updates, framing the key strategic issues
for debate and input from the Board.
Action:
Board agendas have been re-focused to ringfence
strategic items and stimulate strategic discussion. Board
papers frame the key issues for debate and sufficient time
is allocated at each Board meeting for each Director to reflect
and contribute. Each Board meeting includes a strategic update
by key members of the Senior Management Team, which
stimulates Board discussion and challenge.
Finding:
More consistent communication to the Board on
risk-related outputs from each Board Committee, in particular
the Audit Committee.
Action:
Each Board agenda has an item dedicated to reporting
from each Board Committee and risk-related outputs are
formally captured in the minutes.
Finding:
Regularly review the composition of the Board in terms
of any skills gaps and diversity in the context of key markets and
regulatory obligations.
Action:
The Nomination Committee, on behalf of the Board,
undertook a comprehensive Board skills assessment in FY23.
The purpose of this assessment was to ensure appropriate
future strategic direction of the Board and its alignment with
strategic objectives, as well as its ability to monitor the key
and emerging risks facing the Group. Further details on the
methodology and output of the Board skills assessment can
be found on page 91.
Finding:
Review the size and content of Board papers to
streamline Board reporting.
Action:
The Company Secretary works with the management
team to guide and advise on the nature and content of papers,
ensuring that the purpose of each paper is clearly identified
and the Board’s time is optimised. Background information
is provided in appendices if not essential for Board discussion
and decision-making.
The Board intends to comply with Code Provision 21 whereby
an externally facilitated evaluation will take place at least every
three years. The Board intends to commission an externally
facilitated board performance review in FY24.
Board leadership and Group purpose
The Company is led by an effective Board, which is
responsible for leading and directing the Company and has
overall authority for the management and conduct of its
business, strategy and development. The strategy is intended
to drive long-term sustainable growth and meet the interests
of our key stakeholders.
The Board has established an effective governance and risk
framework. The framework ensures that our people are able to
raise any matters of concern, and that all policies and practices
are consistent with the Company’s values.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
73
Governance Report
continued
The Group’s purpose, as detailed throughout the Annual Report,
is to unlock the value of the secondary goods market and, in
doing so, to accelerate growth of the circular economy. Through
our eight online marketplaces we enable a large, diverse and
fragmented buyer base to bid on a wide range of assets curated
by expert auctioneers. In turn, auctioneers are able to access a
global buyer base in a cost-efficient way, through our specialised
marketplace technology. Every year our marketplaces ensure
that millions of used items are resold for re-use or repurpose,
preventing waste and carbon emissions from the manufacturing
of new items. By extending the lives of millions of items, we are
accelerating the growth of the circular economy and creating a
new global channel of sustainable commerce. Our employees
come to work each day to make their piece of the auction
ecosystem better by making buying or selling second-hand
goods easier and faster. Their efforts lead to more auctioneers
selling more assets, in more categories, online, and more buyers
from around the world placing more bids. This generates a
virtuous circle of growth between auctioneers and bidders
searching across an incredible range of specialised and unique
second-hand items; all reducing the need to buy new. Our goal
of unlocking this value underpins our entire business strategy as
we continue to commit to leading the structural transformation
of the auction industry as a trusted partner to auctioneers,
bidders, our people and our community.
Our purpose informs our business strategy and commitment
to being a supportive and trusted partner to the industry, our
people and our community. Our strategy, which is to lead the
evolution of the auction industry from offline to online by
providing auctioneers with the most complete and impactful
set of integrated online services and capabilities in the world,
sets the direction the Group takes in order to help it achieve its
purpose. The strategy and the purpose set out above are the key
drivers to the Board’s decision-making and actions and ensuring
these are implemented successfully; this is particularly key
when integrating a new business into the Group as part of the
Group’s M&A strategy. Further information on the Group’s strategy
can be found in the Strategic Report on pages 16 to 20.
The following table details how the Company has applied
each of the five principles underpinning Board leadership
and Company purpose. The Company has complied with
the provisions of the Code for the financial year.
Pages
Board leadership and Company purpose
The Board is responsible for setting and delivering the Group’s strategy and monitoring how it
is performing against the agreed strategy for the benefit of all its stakeholders. The Board is
also responsible for defining, monitoring and overseeing the Group’s culture and ensuring it is
aligned to the purpose and strategy. Further information on how opportunities and risks to the
future success of the business have been considered and addressed, the sustainability of the
Company’s business model and how its governance contributes to the delivery of its strategy
can be found as follows:
Chairman’s Statement
08
Chief Executive Officer’s
Statement
09
Business Model
13
Six Strategic Growth Drivers
16
Key Performance Indicators
21
Principal Risks and
Uncertainties
30
Sustainability Report
44
Governance, Board and
Group purpose
70
Committee Reports
82
Division of responsibilities
The Chair leads the Board which includes an appropriate combination of Executive Directors
and Non-Executive Directors. The Non-Executive Directors provide constructive challenge,
strategic guidance and advice, and have sufficient time to meet their Board responsibilities.
The Board has identified certain ‘reserved matters’ that only it can approve. Other matters,
responsibilities and authorities have been delegated as appropriate, and there are relevant
policies and processes in place for the Board to function effectively and efficiently. The Board
has clear written guidelines on the division of responsibilities between the Chair, Chief
Executive Officer, Senior Independent Director, Board and Committees. Further information
on the application of these principles can be found as follows:
Division of responsibilities
71
Board attendance
77
Board independence
70
Board Committees
71
Composition, succession and evaluation
A rigorous, effective and transparent appointment process is in place, which, together with
the effective succession plans, promotes diversity of gender, social and ethnic backgrounds,
cognitive and personal strengths. A comprehensive and tailored induction programme is
in place for new Directors joining the Board. The induction programme facilitates their
understanding of the Group and the key drivers of the Group’s performance. The Board
has delegated responsibility to the Nomination Committee to keep under regular review the
composition of the Board and its Committees. The Nomination Committee is also responsible
for succession planning and the Group’s policy on diversity and inclusion. Further information
on the application of these principles can be found as follows:
Board biographies
79
Board composition
70
Nomination Committee
Report
90
Sustainability Report
44
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
74
Governance Report
continued
Pages
Audit, risk and internal control
The Board has established formal and transparent policies and procedures to ensure the
independence and effectiveness of both internal and external audit functions. The Board
satisfies itself on the integrity of financial and narrative statements. The Board presents a fair,
balanced and understandable assessment of the Group’s position and prospects. The Board has
established procedures to manage risk, oversee the internal control framework and determine
the nature and extent of the principal risks of the Group. The Board has delegated responsibility
to the Audit Committee to oversee the Group’s financial framework, financial controls and
internal controls, and that policies and procedures are in place to manage risks appropriately.
Further information on the application of these principles can be found as follows:
Principal Risks and
Uncertainties
30
Risk Management
28
Audit Committee Report
82
Remuneration
The Company has designed the remuneration policies and practices to support strategy and
promote long-term sustainable success. Executive remuneration is aligned to the interests of our
shareholders and to the Company’s purpose and values and is clearly linked to the successful
delivery of our long-term strategy. There is a formal and transparent procedure for developing
executive remuneration policy and determining Director and Senior Management remuneration.
Directors are able to exercise independent judgement and discretion when authorising
remuneration outcomes, taking into account Company and individual performance and
wider circumstances. The Remuneration Committee is responsible on behalf of the Board
for determining and monitoring the strategy and policy on remuneration, termination,
performance-related pay, pension arrangements, share incentive plans to support the Group’s
strategy, and remuneration reporting and disclosure. Further information can be found as follows:
Directors’ Remuneration
Report
94
Board meetings
The Chairman, in conjunction with the CEO and Company
Secretary, plans an annual programme of business prior to
the start of each financial year, to ensure that essential topics
are covered at the appropriate time and that space is built
in advance to provide the Board with the opportunity to hold
in-depth discussions and deep dives on key strategic issues.
Board papers are circulated electronically in advance of
meetings to ensure sufficient time for the Board to absorb,
thus facilitating robust discussion.
The Board schedules six meetings each year to allow the Board
sufficient time to discharge its duties, with ad hoc meetings
convened as and when required. There were six scheduled
Board meetings during FY23, excluding ad hoc sub-committee
meetings for time-sensitive approvals and matters approved
via written resolution. Information on Directors’ attendance
at Board and Committee meetings is set out on page 77. Board
meetings are held in person at our London offices. Given her
location, Pauline Reader joins Board and Committee meetings
via videoconference and attends at least one meeting per
annum in person.
To ensure that the Board has good visibility of the key operations
of the business, members of the Senior Management Team
attend Board meetings regularly to provide presentations on
areas of strategic focus and progress against our strategic
growth drivers.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
75
Governance Report
continued
Board activities in FY23
The areas of focus discussed during the year under review included:
Board areas of focus
Strategy
Acquisition of Vintage Software LLC (trading as EstateSales.NET (“ESN”)) in January 2023 and subsequent integration into the Group
Continuous oversight of the M&A strategy at every Board meeting
Regular reports from the CEO at each meeting detailing the performance of the business against the strategic goals and six growth drivers
Review and refreshment of the Group’s strategy, priorities and budget at offsite Senior Management Team meetings, which were thoroughly scrutinised by the Board at meetings held in
July and September 2023
Discussion and challenge of strategic updates from members of the Senior Management Team around the Group’s two sectors, Industrial & Commercial and Arts & Antiques, and across
the roll out of key strategic initiatives. These included atgPay, shipping, the transition to a single technology platform programme, cross-listing and the development of integrated
bidding, the roll out of marketing initiatives, product development, milestone updates on people matters, IT strategy and future plans including IT security and resourcing
Briefings from the CEO on the reorganisation of the North America business
Risk and risk
management
A thorough review of the Group’s risks and the potential impacts on the business was undertaken as part of the interim and annual results process
A review of the risk register, principal and emerging risks and risk appetite statement, was conducted by the Audit Committee and reported to the Board
Approval of the Group Financial Processes and Controls Manual and Group Accounting Manual, following recommendation by the Audit Committee
Financial
performance
Approval of the full year results for FY22 and interim results for FY23
Receipt of reports from the CFO at each meeting detailing the Group’s performance and progress against budget and against analyst consensus
Implementation of the TCFD recommendations for corporate reporting in the FY22 Annual Report, with oversight from the Sustainability and ESG Committee and the Audit Committee
Consideration of the FY24 annual business plan and budget
Approval of amendments to bank facilities agreements reflecting the transition from USD LIBOR to SOFR
Oversaw the Audit Committee’s engagement with the Financial Reporting Council (“FRC”) following the FRC’s review of the FY22 Annual Report
Governance
Approval of the resolutions to be put to shareholders at the AGM and reviewed investor feedback received
A review of the governance framework and consideration of the impact of regulatory changes, including the FRC consultation on changes to the UK Corporate Governance Code
An internal evaluation of the Board, its Committees and the Chair’s performance
A review of all Committees’ terms of reference
Approval of the Modern Slavery Statement
Completed the annual review of the Board’s suite of governance policies
Stakeholders
see s.172
Feedback from shareholders following the FY22 full year results and FY23 interim results and feedback from investor roadshows and evaluation of market guidance
Considered reports on the integration of ESN into the business. Further details on the process and considerations of this decision are set out in the S.172 Statement on pages 35 to 43
Received share register analyses and movements within the register
Engagement with major shareholders via the Remuneration Committee twice during the year regarding executive remuneration
Received two updates from the designated Non-Executive Directors following formal engagement with employees and agreed outputs
Consideration of the results of the employee engagement survey
Provided experience and feedback on proposed changes to parental leave policies in the UK
Approved new rental terms for the London office lease. Further details on the process and considerations of this decision are set out in the S.172 Statement on pages 35 to 43.
Approved the change of presentational currency of financial statements from FY24 onwards from pound sterling to US Dollars
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
76
Governance Report
continued
Board and Commiee meetings and aendance in FY23
As detailed on pages 71 to 72, the Board has in place a number of Committees that support the Board in providing oversight of
specific areas of Audit, Remuneration, Nomination and Sustainability. The table below details the number of scheduled meetings
held during the year under review and the attendance by each Director at the meetings they were eligible to attend.
Name
Board
Audit Commiee
Remuneration
Commiee
Nomination
Commiee
Sustainability and
ESG Commiee
Breon Corcoran
5/6 (83%)
4/4 (100%)
2/2 (100%)
John-Paul Savant
6/6 (100%)
Tom Hargreaves
6/6 (100%)
1/2 (50%)
Scott Forbes
6/6 (100%)
5/5 (100%)
4/4 (100%)
2/2 (100%)
Suzanne Baxter
6/6 (100%)
5/5 (100%)
4/4 (100%)
2/2 (100%)
Pauline Reader
6/6 (100%)
2/2 (100%)
Tamsin Todd
6/6 (100%)
5/5 (100%)
4/4 (100%)
Morgan Seigler
6/6 (100%)
Notes
(i) The attendance above reflects the number of scheduled Board and Committee meetings held during FY23. The Board held four additional ad-hoc Board meetings
during the reporting period to address urgent matters, which were attended by all Directors or at least the requisite quorum. This includes matters resolved by
unanimous written resolution.
Each Director’s attendance at Board and Committee meetings is considered part of the formal annual review of their performance.
When a Director is unable to attend a Board or Committee meeting, they communicate their comments and observations on the
matters to be considered in advance of the meeting via the Chair, the SID or the relevant Board Committee’s Chair for raising, as
appropriate, during the meeting.
Prior to each Board and Committee meeting, each member receives the agenda and associated Board papers to support those
items on the agenda. The Chief Executive Officer provides an update on key commercial issues and projects across the Group on
behalf of the Senior Management Team and the Chief Financial Officer provides updates on the current and forecast financial
position at each meeting. The Committee Chairs also provide updates on the work of the Committees and highlight any areas which
require consideration by the full Board. Other matters are added to the agenda of scheduled Board meetings, or Board meetings
convened as and when necessary if a specific time-critical item needs consideration.
Board priorities for FY24
The key items proposed for FY24 are to:
Review the progress and delivery of the Group strategy
Continue to review any potential M&A opportunities
Conduct an externally facilitated Board effectiveness review
Review the composition of the Board to ensure progress to meeting diversity targets
Review succession plans for the Board and the Senior Management Team
Continue to develop our ESG and sustainability governance framework
Culture
Our innovation and collaboration-driven culture is core to our
success. The Board plays a key role in ensuring that this culture
is aligned with the strategy and that behaviours are maintained
or adequately adapted to meet the needs of future and evolving
operations. Over the last year, the Group has maintained its
collaborative culture, successfully integrating LiveAuctioneers
and ESN into our business and culture. Our collaborative
approach has been demonstrated by the performance of the
business during this time, successfully delivering its service to its
customers, in a period of increased demand, largely due to the
acceleration in auction activity migrating from offline to online.
As the Group expands, our international workforce has grown
and the Board believes that it is important to ensure that
the culture is embedded across the Group and adapted as
necessary, to cater for differing regulations and requirements
within different countries. The Board leads by example and
ensures that the appropriate policies and procedures are in
place to maintain the Group’s culture.
The Board welcomed and supported the roll out of the
refreshed ATG Values during the year, providing a ‘North Star’
for all at ATG. ATG and its companies have a diverse range
of cultures and as well as maintaining some of the unique
aspects of each of our companies, certain elements have been
consolidated into common values across all of our businesses,
an articulation of the environments our people work in and what
it means to be part of ‘OneATG’.
The Group monitors its culture through the use of employee
surveys, employee engagement sessions, data on employee
turnover and via any breaches of our codes of conduct and
through our whistleblowing policy.
Stakeholder Engagement page 35
Diversity, equity and inclusion
The Board is committed to maintaining a Board with a diverse
set of skills, experiences and backgrounds, as set out in the
Board Diversity policy. The Board Diversity policy applies to
the Board’s Remuneration, Audit and Nomination Committees
as well as the Board, and the Nomination Committee and the
Board review the Board Diversity policy on an annual basis.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
77
Governance Report
continued
The Board Diversity policy has been expanded to cover wider
diversity characteristics beyond gender and ethnicity, including
disability, sexual orientation, socio-economic background and
cognitive diversity, all of which are taken into account in the
Board nomination and appointment process. Our Board Diversity
policy can be found on our website.
During the year, the Committee considered the revised
minimum target of 40% women on listed company boards
and the provision that at least one of the positions of Chair, CEO,
CFO or SID is filled by a woman, and aims to achieve this target
by the end of 2025. Further details on the application of our
Board diversity policy can be found in the Nomination
Committee Report on pages 90 to 93. A description of our
approach to diversity for our wider employee base is set
out in our Sustainability Report on page 64.
Employee engagement
An employee engagement survey was conducted during the
year, the results of which were shared with the Board in January
2023. The Board welcomed the 83% participation rate and the
overall engagement score of 76%, as well as the high approval
rate for the Senior Management Team. Overall results showed a
high level of satisfaction amongst our employees and the areas
of collaboration, passion and respect received high scores.
Further details can be found in the Sustainability Report on
page 62.
The Board recognises the importance of continuing to
engage with the Group’s workforce and considers employee
perspectives as part of Board discussions and decision-making.
Details of how the workforce has been consulted in relation to
specific Board decisions, and the outcome of that engagement,
is set out in the s.172 Statement on page 35 to 44. As signposted
in the FY22 Annual Report, the Board reviewed the appointment
of the designated Non-Executive Director for workforce
engagement during the year and as a result, Tamsin Todd has
taken over from Breon Corcoran as the Board’s designated
Non-Executive Director for workforce engagement, as defined
in the Code. During FY23, both Breon and Tamsin met with
a cross-section of the Group’s employees, spread across
operations in Europe and the US. These sessions are scheduled
at least twice a year and cover topics such as culture, strategy,
remuneration and any other key issues the employees wish to
raise. At the scheduled Board meetings following these sessions,
Breon and Tamsin reported on key themes, and the Board
discussed issues and actions to be taken, delegating to Board
Committees and executives where appropriate. Outputs and
actions arising from these sessions are set out on page 73.
Further feedback is solicited from employees through the
annual employee engagement survey, the results of which
are reviewed by all teams and via feedback sessions in smaller
focus groups. Actions are identified and progress and trends
are tracked over time.
Shareholder engagement
The Board recognises the importance of engaging with existing
and potential shareholders. The Director of Investor Relations
has defined an investor relations programme that aims to
ensure that existing and potential investors understand the
Group’s business model, strategy and performance. The Board
ensures a clear understanding of the views of investors through
the various methods set out in the Stakeholder Engagement
section of this report on page 39. The Executive Directors made
formal presentations on the full year and interim results (in
December 2022 and May 2023), which were made available on
the Company’s website. The results presentations were followed
by formal investor roadshows. A continuous programme of
meetings with existing and potential investors, fund managers
and sell-side analysts covers a range of topics including strategy,
performance, outlook and ESG matters. The Chair is also
available for meetings with major shareholders and the Chair
of the Remuneration Committee consulted with shareholders
twice during the year in relation to executive remuneration.
The Board is kept informed of shareholder and analyst feedback,
via regular updates from the CFO, as well as share register
analyses and market reports provided by the Company’s
brokers, J.P. Morgan Securities plc and Numis Securities Limited.
Private shareholders are encouraged to access the Company’s
website for reports and business information and to contact the
Company via email with any queries. Contact information can be
found on the inside back cover.
Whistleblowing
A whistleblowing policy has been adopted and is regularly
reviewed by the Audit Committee and the Board. The policy,
which was updated during the year and cascaded to all
employees, includes access to a whistleblowing telephone service
run by an independent organisation, allowing employees to raise
concerns on a strictly confidential basis. The Audit Committee
receives regular reports on the use of the service, issues that have
been raised and the findings of any investigations and any actions
arising. Our whistleblowing policy can be found on our website.
Conflicts of interest
In accordance with the Company’s Articles of Association, the
Board formally records any conflicts of interest and all Directors
are given the opportunity to raise any conflicts of interest at the
start of every Board meeting. Any conflicts that are raised will
be considered for authorisation, assessed by the Board and a
decision taken on the extent to which any such conflicts can
be managed.
Any external appointments or other significant commitments
of the Directors require the prior approval of the Board. Further
details about the Board’s external commitments are detailed
on pages 79 to 81 of this report and details about the Directors’
interests in the shares of the Company are detailed on page 107.
Independent advice
Directors can raise concerns at Board meetings and have access
to the advice of the Company Secretary. There is a procedure in
place, when needed, for Directors to obtain independent
professional advice at the Company’s expense. No such
requests were made during this financial year.
Directors’ and Officers’ Liability insurance is maintained for
all Directors.
Internal controls statement
The Board, assisted by the Audit Committee, has carried out
a review of the effectiveness of the Group’s systems of internal
control during the year ended 30 September 2023 and the
period up to the date of approval of the Consolidated Financial
Statements contained in the Annual Report. Following this
review, the Board concluded that although the Group is still on
its journey in developing, rolling out and embedding its control
and assurance framework no significant failings or weaknesses
had been identified and plans were in place to address the
issues flagged for improvement.
Compliance with the Disclosure Guidance and
Transparency Rules
The disclosures required under DTR 7.2 of the Disclosure
Guidance and Transparency Rules are contained in this report,
except for those required under DTR 7.2.6 which are contained
in the Directors’ Report.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
78
Governance Report
continued
John-Paul Savant
Chief Executive Officer
Appointed to the Board:
25 January 2021
Independent:
No
Current external commitments:
None
John-Paul joined the Group as CEO in February 2016, bringing over 18 years
of experience in digital marketplaces and commerce. He was appointed
to the plc Board prior to IPO in January 2021. John-Paul spent almost
10 years at eBay/PayPal, where he served in a number of leadership roles,
latterly as PayPal’s Vice President of Product, Experience, and Consumer
Engagement for EMEA. He also held leadership roles at other online
businesses. John-Paul’s most recent role before joining the Group was
as CEO of Think Finance UK. John-Paul began his career at J.P. Morgan in
New York after graduating from Georgetown University in Washington DC.
He earned his MBA at the University of Chicago.
Commiee memberships
Disclosure Committee (Chair)
How John-Paul supports the Company’s strategy and long-term success
John-Paul is passionate about the role ATG can play in accelerating the
circular economy through digital transformation of the auction industry
and in unlocking the incredible value present in the massive secondary
goods market. His focus is building on ATG’s leadership position through
creative strategies to enhance the value ATG provides to the auction
ecosystem as it undergoes the structural shift online, and on building
focused, collaborative management teams with the ability to execute.
He is committed to a shared success model and is excited by building
capabilities and services that allow both the auction industry and ATG to
grow profitably together. He leads and guides the ATG team with a clear
vision to grow ATG into a true online global market leader, to pursue a
strategy that steadily enhances ATG’s competitive position, to invest
against the Six Strategic Growth Drivers, and to build and develop the
team capable of delivering the value.
Tom Hargreaves
Chief Financial Officer
Appointed to the Board:
25 January 2021
Independent:
No
Current external commitments:
None
Tom joined the Group in January 2018 as Group CFO and was appointed
to the plc Board prior to IPO in January 2021. He joined from Yell, where,
as CFO, he was a key member of the leadership team which led their
digital transformation. Prior to this, Tom worked at Vodafone in the UK
and across EMEA before becoming CFO of Vodafone Romania. In all,
Tom has over 10 years’ CFO experience, trained with Arthur Andersen,
qualified as a Chartered Accountant and holds an MBA.
Commiee memberships
Disclosure Committee, Sustainability and ESG Committee
How Tom supports the Company’s strategy and long-term success
Tom is passionate about driving both organic and strategic acquisitive
growth, with extensive experience of both M&A and business funding.
He is well regarded for his deep understanding of the business and its
drivers. He leads a strong and well-respected finance team, creating
alignment across different locations and ensuring a robust and resilient
finance function.
Breon Corcoran
Chair
Appointed to the Board:
25 January 2021
Independent:
Yes
Current external commitments:
None
Breon joined the Group as Non-Executive Chairman in December 2020
and was appointed to the plc Board prior to IPO in January 2021. Breon
held the position of CEO at WorldRemit (now known as Zepz) from 2018
to 2022 and prior to that, he was CEO of Paddy Power Betfair plc (now
known as Flutter plc). In 2016, Breon led the merger of Betfair and Paddy
Power to form one of the world’s largest online gaming companies. Prior
to this, Breon was the CEO at Betfair until 2016 and COO of Paddy Power
until 2011. Breon was formerly non-executive director of Tilney Investment
Management Services and Bestinvest, both part of the Tilney Group. In the
1990s, Breon was a Vice-President, Equity Derivative Trading, at J.P. Morgan
and he has also worked at Bankers Trust. He has a BA (Mathematics) from
Trinity College, Dublin and an MBA from INSEAD. In 2016, Breon was
awarded the UK’s Sunday Times’ ‘Business Leader of the Year’ award.
Commiee memberships
Nomination Committee (Chair), Remuneration Committee
How Breon supports the Company’s strategy and long-term success
Breon’s knowledge and experience in strategic transformation are well
respected by his Board colleagues and other stakeholders alike. He is
recognised for his collaborative leadership and focus on creating a strong,
diverse and effective Board. For part of FY23 Breon was the designated
Non-Executive Director for workforce engagement, ensuring that the
employee perspective was brought into Boardroom discussions.
Commiee membership key
Nomination Committee
Audit Committee
Remuneration Committee
Disclosure Committee
Sustainability and Climate Risk Committee
Committee Chair
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
79
Board of Directors
Suzanne Baxter
Independent Non-Executive Director
Appointed to the Board:
4 February 2022
Independent:
Yes
Current external commitments:
Non-Executive Director and Audit Committee Chair for Ascential plc
Independent member of PwC Public Interest Body, Audit Oversight Body
and Audit Partner Remuneration and Admissions Committee
External Board member of Pinsent Masons LLP
Suzanne has substantial listed company experience and expertise gained in
both executive and non-executive roles. She has held a range of commercially
focused financial, M&A and operational roles, including serving as CFO of Mitie
Group plc, where she supported the business through transformative
acquisitive and organic growth. Suzanne is currently an Independent Member
of PwC ‘s Public Interest Body, Audit Oversight Body and Audit Partner
Remuneration and Admissions Committee. She is the External Board Member
of Pinsent Masons International LLP and a Non-Executive Director and Audit
Committee Chair for Ascential plc. Suzanne previously served as a
Non-Executive Director and Audit Committee Chair of WH Smith plc from
2013 to 2021. A Fellow of the Institute of Chartered Accountants in England
and Wales, she trained with PwC and specialised in Corporate Finance at
Deloitte. Suzanne also has a wealth of experience in workplace inclusion and
was formerly a Commissioner for Equality and Human Rights for Great Britain.
Commiee memberships
Audit Committee (Chair), Remuneration Committee, Sustainability and ESG
Committee
How Suzanne supports the Company’s strategy and long-term success
Alongside her significant financial experience and qualifications, Suzanne’s
expertise in growing businesses and corporate governance is invaluable to
the Board. Suzanne’s prior board experience enabled her to successfully
step into the role of Audit Committee Chair immediately upon appointment
in 2022 and she continuously provides constructive challenge to the
Executive Directors and support and guidance to the finance function.
Pauline Reader
Independent Non-Executive Director
Appointed to the Board:
2 December 2021
Independent:
Yes
Current external commitments:
Chief Marketing Officer, Podium
Pauline most recently served as Chief Marketing Officer of Podium, a
communication and payments platform. Before Podium she served as the
Senior Vice President of Marketing for Stitch Fix, where she led the brand,
creative, customer acquisition, customer retention and marketing
technology departments. Prior to these roles, she held senior marketing
positions at Minted, Kabbage and eBay. Pauline received her Bachelor of
Arts degree in Economics from Princeton University in 2002 and began her
career at Morgan Stanley in 2002, before joining Thomas Weisel Partners
as a research analyst, covering companies in the retail sector.
Commiee memberships
Nomination Committee
How Pauline supports the Company’s strategy and long-term success
Pauline brings over 20 years of marketing and e-commerce experience
through roles at a range of global consumer businesses and in investment
banking. Pauline is highly regarded by the Board for her marketing,
consumer and diversity insights. Her knowledge of the digital realm and of
global consumer trends provides a platform for her to bring fresh thinking
and perspectives to discussions about ATG’s next stage of growth.
Sco Forbes
Senior Independent Non-Executive Director
Appointed to the Board:
26 February 2021
Independent:
Yes
Current external commitments:
Chair of Ascential plc
Chair of Cars.com LLC
Director of Ramayana Ventures Limited, Hampton and Richmond Football
Club and Clicbrics Inc.
Scott was appointed to the Board at IPO in February 2021. He has over
40 years’ experience in digital marketplaces, operations, finance and M&A
including 15 years at Cendant Corporation, formerly the largest provider
of travel and residential property services worldwide. Scott established
Cendant’s international headquarters in London in 1999 and led this division
as group managing director until he joined Rightmove plc, where he was
Chairman from July 2005 to December 2019. He is currently Chair of Ascential
plc and Cars.com LLC and has also been Chair of Orbitz Worldwide and
Non-executive Director of Travelport Worldwide, Inc. Scott has held the
role of Chair of Nomination and Remuneration Committees multiple times.
Commiee memberships
Remuneration Committee (Chair), Audit Committee, Nomination Committee
How Sco supports the Company’s strategy and long-term success
Scott is an experienced UK and US listed company director and chair with
a sector focus principally on digital commerce and online marketplaces.
Scott’s independence and extensive experience as a non-executive
director in listed environments has enabled him to successfully support
the Board in navigating its early years as a listed company. Other Board
members value Scott’s patience and sound judgement, along with his
experience in M&A, finance and business operating strategy. Scott is
respected for his ability to constructively challenge and contribute to the
Company’s strategy, promoting an open and collaborative environment
across the Board.
Commiee membership key
Nomination Committee
Audit Committee
Remuneration Committee
Disclosure Committee
Sustainability and Climate Risk Committee
Committee Chair
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
80
Board of Directors
continued
Tamsin Todd
Independent Non-Executive Director
Appointed to the Board:
4 February 2022
Independent:
Yes
Current external commitments:
Non-executive Director of INTO University Partnerships
Tamsin has held product and commercial roles in high-growth,
technology-enabled companies including Amazon, Microsoft and Betfair.
Most recently, from 2017 to 2023, she was CEO of Findmypast, one of
the world’s largest genealogy companies, where she oversaw a period
of growth and built a product-oriented, mission-led organisation. Prior to
this she was Chief Customer Officer at Addison Lee and Managing Director
of TUI-owned Crystal Ski Holidays, leading digital transformations with
a focus on data, technology platforms and customer experience. Tamsin
is also a Non-Executive Director of INTO, a leader in international higher
education, and she was formerly a Trustee of the Imperial War Museums
and Chair of its Trading Company. She holds an MBA from Imperial College
London and an AB from Princeton, where she has served in senior
leadership roles in the university’s volunteer community.
Commiee memberships
Audit Committee, Remuneration Committee
How Tamsin supports the Company’s strategy and long-term success
Tamsin’s digital transformation background, coupled with her questioning
mindset and collaborative style, has proved a valuable asset to the Board.
Tamsin brings broad international experience and a passion in excellence
in customer service and the employee voice, as well as extensive
knowledge and interest in the impact of diversity in the business and on
the Board, where she provides insight and challenge. Tamsin took over as
the designated Non-Executive Director for workforce engagement during
FY23, a role that she fully embraces, providing an open channel of
communication for employee issues to be considered by the Board.
Morgan Seigler
Non-Executive Director
Appointed to the Board:
18 January 2021
Independent:
No
Current external commitments:
Co-head of TA Associates’ EMEA Technology
Non-executive Director of W.A.G. Payment Solutions plc
Board director of The Access Group, Eurowag, ITRS, Netrisk Sovos,
thinkproject, Unit 4, Bock Capital, Sovos Compliance, Adcubum AG
and Hornet Security.
Morgan joined the Group in February 2020 in connection with the
acquisition of the Group by TA Associates and represents TA Associates on
the Board. Morgan was appointed to the plc Board prior to IPO in January
2021. He is an active investor of Compusoft, IFS, RLDatix and Workwave
and formerly served on the boards of (or was actively involved with) 10bis,
AVG Technologies, Bigpoint, CMOSIS, eCircle, ION Trading, LIST, M and M
Direct and SmartStream Technologies. Morgan received a BA degree in
Economics from Yale University and an MBA degree from the Stanford
Graduate School of Business.
Commiee memberships
None
How Morgan supports the Company’s strategy and long-term success
Morgan has provided continuity during the transition of ATG to a listed
business. Morgan actively assists the Board with the implementation of
the Company’s growth strategy, particularly given his knowledge of the
business, transactional experience and network of contacts through TA
Associates, which the Directors believe will assist the Group in sourcing
acquisition opportunities. Morgan’s role facilitates good shareholder
engagement with TA Associates.
Commiee membership key
Nomination Committee
Audit Committee
Remuneration Committee
Disclosure Committee
Sustainability and Climate Risk Committee
Committee Chair
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
81
Board of Directors
continued
As Chair of the Audit Commiee, I am pleased to present
our report to shareholders on the role and key activities
undertaken by the Audit Commiee during the year ended
30 September 2023.
The Committee fulfils a vital role in the Group’s governance
framework, providing independent challenge and oversight
of the accounting, financial reporting and internal control
processes, risk management, internal audit and the relationship
with the external auditor.
This report outlines how the Committee discharged the duties
delegated to it by the Board and explains the key matters
considered by it in doing so.
In the FY22 report to shareholders I stated that the Group would
continue its journey in developing, rolling out and embedding its
control and assurance frameworks. This has been an area of
focus for the Committee and internal audit during the year,
where we have been reviewing and continuing to monitor
the progress and implementation of a consistent and more
formalised control framework across the Group.
As signposted in our FY22 Annual Report, our external audit
was put out to competitive tender during FY23. In May 2023,
the Committee made a firm recommendation to the Board
to appoint Ernst & Young LLP (“EY”) as auditors for the
financial year FY24. The Board accepted and endorsed this
recommendation, which is subject to shareholder approval
at the forthcoming AGM. Further details on the audit tender
process can be found in this report. I would like to thank
Deloitte for their support and service to the Group during
their tenure as external auditor.
During FY23 the Group acquired Vintage Software LLC, trading
as EstateSales.NET. The Committee considered the impact of the
acquisition on the business and its controls systems as well as
the accounting judgements made by management with input
from their external advisers.
“The Audit Committee
is focused on ensuring
that there is a robust
financial control and risk
management framework
in place to support the
Group’s strategy.”
The Sustainability and ESG Committee, established during
FY22, continued to report to the Committee during the year
and successfully supported the Group’s progress in relation
to TCFD for FY23. The Group’s disclosures in respect of its
TCFD reporting requirements are provided in the
Sustainability Report on pages 48 to 60.
This report provides further information on the matters
mentioned above and on other activities and matters
considered by the Audit Committee during the year under
review, as well as those proposed for FY24. This report
should be read in conjunction with the external auditor’s
report on pages 118 to 124 and the Consolidated Financial
Statements on pages 125 to 159.
My fellow Committee members and I would be happy to
answer any questions about the work of the Committee
at the forthcoming AGM.
Suzanne Baxter
Audit Committee Chair
30 November 2023
Suzanne Baxter
Audit Committee Chair
Members
Number of scheduled
meetings aended/
eligible to aend
Suzanne Baxter
5 of 5
100%
Scott Forbes
5 of 5
100%
Tamsin Todd
5 of 5
100%
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
82
Audit Committee Report
Role of the Audit Commiee
The Committee is an essential part of the Company’s
governance framework. Its role is to support the Board by
considering and reviewing the quality and integrity of the Group’s
financial reporting; to oversee the operation of the accounting,
financial reporting and internal control environment; to approve
and oversee the internal audit function and its work; and to
monitor the appointment of the external auditor and to review
the effectiveness and quality of the external auditor’s work.
Audit Commiee composition and meetings
The Committee is comprised solely of independent
Non-Executive Directors in accordance with provision 24
of the UK Corporate Governance Code. As Chair, a Fellow of
the Institute of Chartered Accountants in England and Wales,
a former CFO of a FTSE 250 company and an experienced
Audit Committee Chair, I have recent and relevant financial
experience. Scott Forbes has over 35 years’ experience in
operations, finance, mergers and acquisitions and as set out in
her biography, Tamsin Todd has a wealth of pertinent business
experience. The members of the Committee all provide a
breadth of financial, commercial and sector expertise, thereby
enabling the Committee to meet its responsibilities and the
requirements of the Code. Further information about the
experience and qualifications of each member of the
Committee can be found on pages 79 to 81.
The Board, via the Nomination Committee, conducted a skills
review of all Directors during FY23 and reviewed the structure,
size and composition (including skills, knowledge, experience
and diversity) of the Audit Committee. As a result of this review,
the Board concluded that it is satisfied with the structure, size
and composition of the Audit Committee and that the
Committee as a whole has competence relevant to the
Company and to the sector in which the Company operates.
The Committee has a clear set of responsibilities that are set
out in its terms of reference, which are available on the Group’s
website, www.auctiontechnologygroup.com. The Company
Secretary acts as Secretary to the Committee.
Meetings are held at least four times a year to coincide with
key events, in particular the public reporting and audit cycle
for the Group. The attendance details on page 77 reflect the
number of scheduled Committee meetings held during FY23.
The Committee held two additional ad hoc meetings during
the reporting period to address the audit tender process,
which were attended by all Committee members or at least the
requisite quorum. This includes matters resolved by unanimous
written resolution. I report to the Board on the business
conducted at the previous Committee meeting and inform the
Board about the discussions and any recommendations made
by the Committee.
Commiee’s key activities during the year ended
30 September 2023
The Committee has established an annual plan linked to the
Group’s financial year and reporting cycle. This is continually
reviewed to ensure that it is kept up to date and is refreshed
as the business evolves.
At the invitation of the Committee, the Chairman, the
Chief Financial Officer, Chief Executive Officer and senior
representatives of the finance and management teams also
attend meetings, as do representatives of both internal and
external audit. The Committee holds regular meetings with
the external auditor and internal auditor without management
present, and these discussions assist in ensuring that reporting
and risk management processes are subject to rigorous review
throughout the year.
The Committee received updates on, discussed and debated a
range of topics during the five meetings it held during the year,
as summarised as follows:
Financial reporting
Considered whether the Annual Report and the interim results,
taken as a whole, are fair, balanced and understandable, provide
shareholders with the information necessary to assess the
Group’s position, performance, business model and strategy,
and considered the completeness of the included disclosures.
To assist the Committee and Board in concluding that
the Annual Report is fair, balanced and understandable,
management presented a report to the Committee which
included a summary of the key themes disclosed in the Annual
Report, how the report links the Group’s strategy, risks and key
performance indicators, is consistent, and how APMs are used
to aid comparability year-on-year.
Received and considered reports from management on
the key estimates and judgements made in the interim
report and in the annual Consolidated Financial Statements.
The Committee challenged the assumptions made, discussed
alternative treatments, reviewed proposed disclosures and
considered the opinion and work performed by the external
auditor and other professional advisers. Further details of the
challenges raised by the Committee are outlined in the key
areas of focus for FY23 on page 85.
Reviewed and concurred with the evaluation provided by
management of the subsidiaries’ functional currencies and
the associated prior year adjustment for the interim results.
Reviewed the risks, financial integration and accounting
associated with the acquisition of EstateSales.NET.
Received assurance on exposure to Silicon Valley Bank and
concluded that this did not represent a material impact to
the Group’s current or future liquidity position.
Received and supported the impairment indicator analysis
performed by management for the Group, of which further
details are outlined below as a key area of focus in FY23.
Considered the outputs of tax advice, in particular on transfer
pricing, intra-group debt structuring and thin capitalisation
studies.
Reviewed and recommended the approval by the Board of the
Group’s tax strategy and the new Group accounting manual.
Reviewed and challenged management’s forecasts, stress
tests and assumptions in support of the use of the going
concern basis for preparation of the financial statements
contained in the Annual Report and interim report.
Recommended that the Board approve the viability
statement after consideration of the basis of preparation
and management’s key assumptions and stress tests. Further
details of the key considerations made by the Committee are
summarised on page 34.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
83
Audit Committee Report
continued
Considered the Company’s correspondence with the Financial
Reporting Council (“FRC”) following the FRC’s review of the
FY22 Annual Report in accordance with Part 2 of the FRC
Corporate Reporting Review Operating Procedures. The FRC
had requested further information on the accounting for
deferred tax on unrealised foreign currency transactions
and the classification of the repayment of acquiree debt
within the cash flow statement in relation to the acquisition
of LiveAuctioneers during FY22. No material changes were
required to be made to the Company’s financial statements
as the result of this correspondence. Further details of this
review are set out on page 87.
Reviewed and challenged the overall presentation of APMs in
the Annual Report including evaluating the clarity of definitions
and reconciliations.
Considered the mandatory requirements for TCFD reporting
and the Group’s disclosures in that regard and ensured
alignment with the Sustainability and ESG Committee in
responsibilities and reporting.
Considered the implications of, and recommended to the
Board, the change in the Group’s presentational currency from
pound sterling to US dollars with effect from 1 October 2023
noting that this would provide shareholders with greater
transparency and comparability given the majority of the
Group’s revenue and external financing is in US dollars.
Risk management and internal control
Reviewed and recommended the approval by the Board of
the Group’s updated financial controls manual and financial
controls framework.
Considered the adequacy of the Company’s systems of
internal control including consideration of those relating
to the acquisition made during the year.
Monitored and reviewed the Group’s internal controls framework
and risk management processes, including the risk appetite and
risk register.
Compliance and governance
Reviewed the Committee’s own performance, its terms
of reference and annual schedule of work.
Monitored and received reports on the Group’s fraud
prevention processes and considered the application,
accessibility and effectiveness of the whistleblowing policy.
Received assurances from the Group’s Data Protection Officer
on the mitigation of key data protection risks, and from the
Chief Operating Officer on the controls around and application
of the prohibited items policy.
Received reports on, and considered the implications for
the Company of the proposed future developments in UK
corporate governance and audit practices arising from the
publication of the minimum standard for audit committees
published by the FRC, and the consultation on changes to
the UK Corporate Governance Code.
Received reports on the activities of the Sustainability
and ESG Committee and considered its approach to the
compilation of and assurance regarding TCFD related data
and wider ESG matters across the Group.
Reviewed the Minimum Standard after it was published and
considered that the Committee was largely compliant. As part
of its activities for FY24 the Committee will review its
procedures to ensure they are aligned.
Internal audit
Considered the effectiveness and resourcing of the internal
audit function, approved the internal audit charter and
welcomed a new Group Head of Risk and Internal Audit
during the year.
Reviewed and approved the internal audit plan for FY23,
ensuring that it was appropriately planned, resourced and
effective, along with a three-year outline internal audit plan.
Reviewed the proposed internal audit programme for FY24,
ensuring that it was adequately aligned to the Group’s
principal≈risks.
Reviewed internal audit reports on the IT control framework,
on key financial controls in the US and UK, and on the
implementation of atgPay and noted findings and actions
by priority. The Committee challenged management on its
proposed responses to the reports, the timeliness of that
response and the resource levels focused on addressing
the matters identified.
External audit
Reviewed the plans and the reports of the external auditor
for the interim and year-end reporting.
The Committee met privately with the external auditor
Deloitte LLP, without management present, to discuss their
work and relationship with the Group. Separate meetings were
also held between the external auditor and the Chair of the
Audit Committee throughout the year.
Assessed the independence and effectiveness of the
Group’s external auditor. It also reviewed and approved their
remuneration and the appropriateness and operation of the
policy on the supply of non-audit services.
As set out in the FY22 Annual Report, the Company’s
external auditor Deloitte LLP was required to rotate the Senior
Statutory Auditor responsible for the ATG audit in FY23. After
meetings with management and a number of candidates, the
Committee approved the appointment of Lee Welham as its
Senior Statutory Auditor after consideration of his listed
company and relevant audit experience. The Committee
ensured that an appropriate induction programme was
undertaken for Lee.
Oversaw, coordinated and undertook a formal and
comprehensive audit tender process, resulting in the
recommendation to the Board and to shareholders the
appointment of EY as external auditor with effect from FY24.
It also considered the transition plan from the incumbent,
Deloitte, to EY.
Whistleblowing policy
As referred to in the Corporate Governance Statement,
the whistleblowing policy was updated during the year. This
includes access to a whistleblowing telephone service run by an
independent organisation, allowing employees to raise concerns
on a strictly confidential basis, without fear of recrimination. The
policy is part of the employee handbook and is highlighted to all
new employees. The Audit Committee receives regular reports
from the Company Secretary on the use of the service, issues
that have been raised and the findings of any investigations
and any actions arising. During FY23 the Committee received
additional assurance on the application and communication of
the whistleblowing policy. The Committee reviewed the policy
and subsequently confirmed that the policy and supporting
processes remained appropriate.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
84
Audit Committee Report
continued
Key areas of focus for the Audit Commiee during the year ended 30 September 2023
Significant judgements and estimates
A key role of the Committee is to consider whether suitable accounting policies have been adopted by the Company and the reasonableness of the judgements and estimates that have been made by
management in producing and presenting the Company’s financial statements. The Committee, having received and reviewed papers from management and the external auditor, identified the areas
set out in the table below and note 2 as the key areas of significant accounting judgement and/or estimation made by the Company during the year.
Significant accounting estimates and judgements
Key issue considered
How the issue was addressed by the Audit Commiee
Goodwill and other intangible assets arising from the EstateSales.NET (“ESN”) acquisition
The Group acquired ESN on 6 February 2023. On acquisition of ESN, judgements were required to
be made in respect of the fair value of assets and liabilities acquired and the identification and
valuation of intangible assets arising on acquisition.
At the date of a business combination, goodwill is required to be allocated to the appropriate
cash-generating units (“CGUs”) and may only be reallocated in limited circumstances.
The determination of the value of the intangible assets requires significant judgements and estimates
to be made. These judgements can include, but are not limited to, the cash flows that an asset is
expected to generate in the future and the appropriate weighted average cost of capital. Of the
intangibles acquired, the derived customer relationship assets are especially sensitive to changes in
assumptions around discount rates and customer attrition rates.
Judgement is also required in determining the appropriate useful economic lives (“UEL”) of the
intangible assets arising from the acquisition.
Full details of the acquisition and the fair values of the assets and liabilities acquired are set out in
note 11 of the Consolidated Financial Statements and the UEL of the intangible assets in note 1.
Management engaged with an external valuation expert to assist in calculating the fair value of the acquired total
net identifiable assets (with particular reference to the identification and valuation of intangible assets). Management
also performed a detailed review of the balance sheet to identify any further fair value assessments required and
the goodwill that should be recognised.
The Committee considered the output of the expert’s valuation and the papers presented by management on the
fair value assessments. The Committee assessed the appropriateness of the UEL of the intangible assets arising
from the acquisition, discussing the different lives attached to each asset class and the amortisation periods that
were subsequently allocated to those assets. The Committee challenged management on the factors
underpinning the selection of the UELs and the alternatives considered.
In particular, the Committee considered and challenged whether the judgement involved in the valuation process,
including the derivation of fair value adjustments, and the Group’s policy on intangible assets has been
appropriately disclosed in the Consolidated Financial Statements.
Following consideration of papers from management and from the external auditors, the Committee concurred
with the proposed treatment and the appropriateness of the disclosures.
Functional currency and impact on deferred tax
In FY22 management performed an assessment to ensure that the functional currency of each
subsidiary was correctly determined. In FY23 there were seven US holding companies within
the Group that had a pound sterling functional currency. However, under US tax rules, their tax
functional currency is US dollars. The US tax basis for these holding companies for the year ending
30 September 2023 recognised an unrealised foreign exchange loss of £28.2m (FY22: gain of
£61.9m) on intra-group loans totalling £295.6m (FY22: loans of £295.6m).
Under US tax rules, foreign exchange gains and losses are not taxable until they are realised.
On a consolidated basis, with the pound sterling functional currency applied for these US holding
companies there was no foreign exchange gain recognised in the Group financial statements.
Per the guidance of IAS 12 “Income taxes”, paragraphs 7 and 8 a deferred tax liability should be
recognised in the Group financial statements in respect of the movement on the carrying value
of the intra-group loans. The deferred tax liability was recognised within the Statement of Profit
or Loss on the basis of IAS 12 paragraph 58.
At the Group consolidated level there was no accounting transaction or event recognised in the
Statement of Other Comprehensive Income or directly in equity. Therefore, the deferred tax
expense was recognised in the Statement of Profit or Loss.
In FY22 management presented to the Committee a detailed paper which considered each subsidiary within the
Group and assessed the functional currency against the requirements and guidance of IAS21. For the intermediate
holding entities management considered the autonomy of these entities and applied the “look-up” or “look-down”
approach in their assessment. In FY23 management confirmed there has not been any change to the nature or
functional currency of these entities during the year.
FY22 the Committee reviewed the facts presented, challenged management and the auditors on the functional
currency assessment and concluded the functional currency determination was appropriate. The Committee
made enquiries regarding the position in 2023 and management confirmed that there have been no facts or
circumstances affecting these holding entities which would change the assessment in FY23.
In FY22 the Committee received and challenged papers from the Group’s external tax advisers, management and
the external auditors on the proposed treatment of the deferred tax and the classification of where this should be
recognised in the financial statements as per the guidance of the accounting standards. For FY23 the Committee
reviewed the updated calculations and paper prepared by management explaining the movements in the balance
in the year. The Committee challenged management and Deloitte on this matter and on the continued
appropriateness of the treatment adopted in the accounts.
The Committee has reviewed the disclosures in these financial statements to ensure that there is appropriate
explanation for how the deferred tax has arisen and sought assurance that the recommendations raised by the
FRC review in respect of sensitivity to movements in the strengthening and weakening in pound sterling against
the US dollar had been included within the description of the foreign exchange risk in note 22.
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Audit Committee Report
continued
Other areas of focus
In addition to the significant accounting estimates and judgements the Committee also focussed on a number of other key accounting and reporting matters for FY23. These are summarised in the table below.
Other areas of focus
Key issue considered
How the issue was addressed by the Audit Commiee
Goodwill impairment reviews
As disclosed in note 12, the Group’s goodwill and other intangible asset balance was £695.4m at
30 September 2023.
At each reporting date, or as required, an assessment of the risk of impairment of goodwill and
other intangible assets is undertaken comparing the book value of each asset with its recoverable
amount (being the higher of value in use and fair value less costs to sell). Value in use is
determined with reference to projected future cash flows discounted at an appropriate rate. Both
the cash flows and the discount rate involve a significant degree of estimation uncertainty. The
definition of the cash-generating units to which the cash flows and discount rates are applied is
also considered as part of the impairment assessment.
The resulting calculations are sensitive to the assumptions made in respect of the forecasts of
future cash flows, and the discount rate and long-term growth rate applied to the cash flows.
Management presented the Committee with a detailed impairment paper outlining the overall impairment
indicator assessment and the key inputs to the discounted cash flow models. Key inputs include the rationale for
the cash-generating unit allocations, the future cash flows, the discount rate and the long-term growth rate.
The discount rate was calculated by an external expert and their full report was also circulated to the Committee
and external auditor for review and consideration. Management provided an overview of the inputs to the discount
rate which had driven the movement year on year.
The forecasts used within the impairment models are consistent with the Group’s FY24 budget and longer-term
forecasts which were approved by the Board in October 2023. Management summarised the factors which had
improved the headroom over the carrying value from 30 September 2022, which predominantly arose from the
inclusion of ESN in the CGU, reduced discount rate, one years amortisation charge and improved cashflows in the
terminal year. Management also presented sensitivity analysis on the impairment models to the Audit Committee,
highlighting the impact of increasing the discount rate, reducing the long-term growth rate and calculating the
minimum CAGR on adjusted EBITDA over a five-year period which would result in an impairment of the asset, there
being no headroom between the value in use calculation and the carrying value of the asset.
The Committee reviewed and assessed the papers presented by management and from the external auditor on
the matter of impairment. Following this review, the Committee was satisfied that no impairment was required at
30 September 2023.
Given the sensitivity of the impairment tests to movements in the five year CAGR and discount rate the
Committee specifically considered and discussed the proposed disclosures on this matter and challenged the
external auditor and management as to their completeness. Following this active discussion, the Committee
concurred with the disclosures proposed by management. These disclosures are set out in note 12.
Alternative performance measures (“APMs”)
The Group uses a number of APMs in addition to those measures reported in accordance with
UK-adopted International Accounting Standards. The Directors believe that the APMs are important
when assessing the underlying financial and operating performance of the Group. The Group’s
APMs are set out in note 3.
The APMs are used internally in the management of the Group’s business performance,
budgeting and forecasting, and for determining Executive Directors’ remuneration and that of
other management throughout the business. The APMs are also presented externally to meet
investors’ requirements for further clarity, comparability and transparency of the Group’s
financial performance.
Previously the Group had reported proforma revenue and proforma revenue growth which included acquisitions
as if they had occurred at the start of the comparative period, with the comparative period being presented on a
constant currency basis using the current year exchange rates. In FY23, management deemed it more appropriate
to present organic revenue and organic revenue growth given the addition of the ESN acquisition during the period.
Organic revenue growth is presented whereby current period results exclude the acquisition of EstateSales.Net on
6 February 2023. Organic revenue is shown on a constant currency basis using average exchange rates for the
current financial period applied to the comparative period and are used to eliminate the effects of fluctuations in
assessing performance.
The Committee reviewed the proposed change and concurred with the rationale proposed by management to
change from proforma to organic revenue, considering the clarity of the measure and its ability to be understood
by external and internal users of the Company’s financial information.
The Committee continued to assess the appropriateness of excluding the share-based-payments charge (“SBPC”)
from adjusted EBITDA and other APMs. In FY22 management presented an analysis of the profile of the SBPC and
the extent to which it derived from the IPO and an in-year material acquisition. The Committee discussed the use
of share-based remuneration to the Group and its management. It recognised both the unusual trend in SBPC in
the short period since the IPO and where the Group is at in its lifecycle and therefore agreed it remains
appropriate to exclude the measure for FY23.
Following discussions and enhancements to the disclosures regarding APMs, the Committee has satisfied itself
that the APMs adopted by the Group remain appropriate and provide the user of the Annual Report with greater
clarity, comparability and transparency of the Group’s underlying trading performance.
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Audit Committee Report
continued
Viability statement
The Committee reviewed and challenged the process undertaken
and conclusions reached to support the Company’s Viability
Statement which is set out on page 34. The review included:
challenging management on whether the three-year time period
adopted remained appropriate and aligned with the long-term
forecasting of the Group;
challenging and considering whether management’s
assessment of the principal and emerging risks facing the
Group and their potential impact was appropriate;
considering the likelihood of the risks occurring in the time
period selected and the impact severity in the event that they
did occur;
challenging management as to the appropriateness of the
assumptions used in stress testing and modelling scenarios; and
reviewing the disclosure to ensure it was sufficiently fulsome
and transparent.
Following its review, the Committee concurred with the
statement made by the Company and recommended its
approval to the Board.
FRC Review
During the year, the Company was informed that the Financial
Reporting Council’s (“FRC”)’ Corporate Reporting Review team
had carried out a review of the Company’s FY22 Annual Report
and Accounts (in accordance with part 2 of the FRC Corporate
Reporting Review Operating Procedures) and had specific
questions to help them understand how the Company had
satisfied the relevant reporting requirements. The two areas
where the FRC required further information related to the
Company’s accounting for deferred tax on unrealised foreign
exchange differences and the classification of the repayment
of acquiree debt relating to the LiveAuctioneers acquisition in
FY22 within the consolidated cash flow statement. The letter
also included a schedule of minor disclosure improvements
to consider in the preparation of the Company’s next Annual
Report and Accounts, where the FRC believed that users of
the accounts could benefit from increased disclosure.
The Committee reviewed the FRC’s correspondence and the
responses drafted by the Company and discussed them with
management and Deloitte. Following this, responses were made
to the FRC which enabled them to close their enquiries with no
amendments required to the financial statements.
The FRC’s review provides no assurance that the Annual Report
and Accounts are correct in all material respects. The FRC’s role
is not to verify the information provided, but to consider
compliance with reporting requirements. ATG’s management
and the Audit Committee welcomed the comments received by
the FRC, have incorporated the minor disclosure improvements
raised into the FY23 Annual Report and Accounts, where
appropriate, and are supportive of its goal of increasing
transparency in corporate reporting.
External Audit Tender
During the year, the Committee led a formal competitive tender
process for the provision of external audit services for the 2024
financial year onwards. The Group has therefore complied with
the UK Competition and Markets Authority’s Statutory Audit
Services Order 14, which states, among other matters, that FTSE
350 listed companies should put their external audit contract
out to public tender at least every 10 years. Deloitte was invited
to re-tender and the Board and the Committee have remained
satisfied with both Deloitte’s quality of service and their
independence and objectivity throughout their tenure.
The Audit Committee led a rigorous tender process, including
agreeing the selection criteria against which the tendering firms
would be assessed, the tender timetable and requirements for
the firms’ proposal documents and presentations. An outline
of the process undertaken is set out as follows:
The Company announced that it would undertake a formal
audit tender in advance of the 2024 financial year in both its
2021 and 2022 accounts. A tender process commenced in
early 2023, formally led by the Audit Committee but with
support and input from the CFO and Group Financial
Controller. The members of the Audit Committee, Chairman,
CEO and numerous members of the executive team met with
the tendering firms as part of the process.
Tender discussions commenced with market firms in 2022.
Firms were asked to tender in 2023 for audits in 2024 and
beyond. Five firms were invited to tender, including firms from
both within and outside the Big 4 group of audit firms, PwC
was not invited to tender as the Audit Committee Chair,
Suzanne Baxter, is an independent non-executive member
of that firms Public Interest Body. Deloitte, EY and Grant
Thornton presented their formal proposals to the Audit
Committee on 25 April 2023.
Given that it is a formal requirement that the Audit Committee
recommends two potential auditors to the Board and indicates
its preference for the appointment, the Audit Committee
recommended that the Board considered Deloitte and EY as
its potential auditors based on their tenders and credentials
as FTSE 350 auditors. The Audit Committee identified EY as
the preferred candidate, the basis of which was set out in a
detailed paper from the Audit Committee Chair to the Board
and included the strength of the lead Partners and the EY
team (including consideration of their listed company audit
experience, engagement with management and the Audit
Committee, and the receipt of strong references);
consideration of the proposed audit model, which includes
dedicated staff focused on the US-based business; credibility
of EY as a provider of quality audit services to the FTSE 350
market and their internal structures to maintain that; specific
recognition by EY in its proposed audit approach and team
structure that ATG was a developing and newly listed business
that would be subject to change during their tenure; and, no
material concerns as to overall audit quality raised by the FRC
in their latest published review of the firm.
The Committee, following an assessment of the tender process
and consultation with management, recommended the Board
appoint EY as its external auditor, with effect from the year
ending 30 September 2024, including the half year ending
31 March 2024. The Board accepted the Committee’s
recommendation to appoint EY as the Company’s external
auditor and a resolution for the appointment of EY will be put
to shareholders at the Annual General Meeting in January 2024.
Deloitte will cease to hold office following the completion of
the audit of the Group’s financial statements for the current
year ended 30 September 2023. The Committee would like
to thank Deloitte for their service as the Group’s auditors and
the professionalism with which they approached the tender
process and planned handover to EY.
This recommendation to shareholders is free from influence
from a third party and no contractual term restricting the choice
by the general meeting of the Company’s shareholders to
certain categories or lists of statutory auditors or audit firms
has been imposed on the Company.
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Annual Report 2023
87
Audit Committee Report
continued
Internal audit
The purpose of internal audit is to provide the management
team and the Board, through the Committee, with an
independent and objective assessment of the risk, control
and governance arrangements in place in the Group.
The Group established an internal audit function following the
IPO, having not previously had such a function. During the year,
there were changes in the method of delivering internal audit
services, utilising both internal and external resources. An
in-house Group Head of Risk and Internal Audit was appointed
during the year. The new appointee will have access to specialists
to support their work, where appropriate, and the Committee
believes that this is the right resourcing strategy for the internal
audit function of the Group at its current stage of development.
The Committee is satisfied that the reports received from
the internal audit function during the year have been of a high
quality and that management have taken, or agreed to take,
actions to respond to the control or procedural
recommendations identified. Internal audit is only a part of the
internal control system of the Group and we have been pleased
to see a continued strengthening of resources allocated to the
development and operation of a developing control system
across the Group during the year. This has included further
focus on the Group finance and IT controls teams, and the
formation of the Information Security Steering Committee.
The Committee reviewed and agreed the proposed internal
audit strategy for the period to ensure that it was proportionate,
focused and provided the necessary assurance over targeted
aspects of the organisation’s strategic risks, control and
governance arrangements. The internal audit programme also
allows for audits to be brought forward if felt necessary or for
additional audits to be built in for any other areas of assurance
that are identified over the course of the financial year.
Internal controls review
The Committee supports the Board in monitoring and reviewing
the key elements of the Group’s internal control and risk
management framework arrangements.
The Committee is mindful that the Company operates in a
fast-moving technology sector, has grown and continues to
grow both organically and through acquisition, and is continuing
to develop its operating model, footprint, systems and related
controls. In that regard, the Committee recognises that some
areas of the Company’s internal control environment may be
immature or, as reported in previous Annual Reports, remain
the subject of management actions to enhance and strengthen
them over time. Notably, having grown through acquisition it is
acknowledged that work needs to be done to consolidate and
centralise the finance IT systems to enhance and standardise
the systems of control. The Committee therefore designs its
activities to respond to areas of risk and change, and to support
management in its plans to develop the control and assurance
framework. The Committee is supportive of the steps being
taken by management and will continue to monitor progress
in this area.
The Group has specific internal controls and risk management
systems to govern the financial reporting process. Group
financial policies include the frequency and content of reporting
to the Board, the Group’s accounting policies, compliance with
the guidance in the Company’s newly updated finance manual,
and the consolidation process to prepare the consolidated
financial information which is reviewed for accuracy by the
Group finance team and externally audited where required.
Specific matters considered by the Committee during the period
in relation to its consideration of the effectiveness of the
Group’s internal controls included:
internal audit reports produced in line with the annual internal
audit plan, covering the following areas:
the implementation of atgPay;
UK financial controls; and
US financial controls.
management responses to the internal audit reports;
review and recommendation for Board approval of the Group’s
updated Group Financial Processes and Controls and
Accounting Manuals;
review of the Group’s treasury policies and controls;
review of tax risks and compliance;
review of the Internal Audit Charter;
consideration of developments in the Company’s IT general
controls and receiving reports from the Head of Information
Architecture and Security and the Chief Technology Officer;
the Group’s policies relating to the listing of specific regulated
items on US auction marketplaces; and
controls around the operation of the whistle-blowing policy.
The internal audit programme for FY23 has included internal
financial controls as a focus and the plan will continue to do
so in FY24. Progress towards completion of actions identified to
improve internal control is regularly monitored by management
and the Audit Committee, contributing to the assurance on
controls effectiveness provided to the Board.
Based on the assessments undertaken during the year
and recognising the maturing nature of the business control
environment and continued formalisation of processes, the
Board and Audit Committee are satisfied that the Group
operates an adequate system of internal control.
Risk management review
The Board has delegated to the Committee the responsibility
for monitoring the effectiveness of the systems of risk
management. During the period under review the Committee
reviewed the Group’s risk register and the whistle-blowing policy
and considered the Group’s overall risk appetite, tolerance and
strategy. It also recommended and participated in a Board
presentation on the controls and risk appetite relating to the
sale of certain auction items, such as regulated items or items
controlled in line with internal policies, through the Group’s
marketplaces. The local market conditions and regulatory
regimes along with the Group’s response and risk management
were considered for each of the Group’s key markets. The
Committee, in supporting the Board to assess the effectiveness
of risk management and internal control processes, relies
on reporting by management, compliance reports and the
assurance provided by the external auditor. The principal
risks and uncertainties facing the Group are addressed in
the Strategic Report and in the table on pages 30 to 33.
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Auction Technology Group plc
Annual Report 2023
88
Audit Committee Report
continued
Assessing the effectiveness of the external audit
process and the external auditor
Effectiveness
The Committee reviewed and approved the external audit plan
to ensure it was consistent with the expectations of the audit
engagement. In reviewing the audit plan, the Committee
discussed the areas identified by the external auditor as most
likely to give rise to a material financial reporting error or those
that are perceived to be of higher risk and requiring additional
audit emphasis. The Committee also considered the audit
scope, materiality threshold and the audit approach by territory.
It also reviewed Deloitte’s approach to ensuring audit quality,
robustness of review on key judgements and the appropriateness
of its fee and use of experts given the nature of the business.
Independence
The Committee is responsible for reviewing the independence
of the Group’s external auditor and satisfying itself as to their
continued independence. The auditor has provided confirmation
that they remain independent of the Group and its management.
The Committee considered this matter and after reflecting on
the scope of the work carried out by Deloitte, its tenure as
external auditor and its relationship with the Group and its
team, concurred with that conclusion.
Provision of non-audit services
To preserve objectivity and independence, the external auditor
is asked not to provide other services except those that are
specifically approved and permitted under the Group’s
non-audit services policy.
Non-audit services are generally not provided by the external
auditor unless specific circumstances mean that it is in the best
interests of the Group that these are provided by Deloitte rather
than another supplier. To ensure the continuing independence
of the auditor, during the year the Committee reviewed and
approved a policy on non-audit services. The key principles
of this policy are:
The Audit Committee has adopted the FRC’s list of permitted
services for UK incorporated EU Public Interest entities (“EU
PIEs”) as set out in the Revised Ethical Standard 2019 (“Ethical
Standard”). These services are allowed under UK statutory
legislation and comply with the European Union directive on
audit and non-audit services.
Permitted services include those that are required by law and
regulation, loan covenant reporting, other assurance services
closely linked to the audit or Annual Report and reporting
accountant services.
For any non-audit permitted services the following levels of
authority apply:
a) up to £50,000 requires the approval of the CFO
b) in excess of £50,000 and up to £150,000 requires the
approval of the CFO following consultation with the Chair
of the Audit Committee
c) in excess of £150,000 requires the approval of the Committee.
Audit and non-audit fees
The Committee reviewed, and agreed, the audit and non-audit
fees for the Group for the year ended 30 September 2023
following discussion with management and the external auditor,
and after receipt of a detailed schedule setting out the nature
of the work being undertaken, the location of that work and
the rates associated with the work. Note 6 of the Consolidated
Financial Statements sets out the breakdown of audit and
non-audit fees payable to Deloitte in FY23 and FY22.
The non-audit fees in FY22 of £0.4m largely related to a
private review on the closing acquisition balance sheet of
LiveAuctioneers. This work was performed by a separate
team to the external audit team for the Group and Deloitte
were selected based on their knowledge and business
understanding of the Group. The assurance services of £0.1m
for FY22 and FY23 include work performed for the Group’s
interim review opinions.
External audit partner
External auditors are required to rotate the audit partner
responsible for the Group audit every five years and, as a
result, the former lead audit partner, Kate Darlison, rotated off
following the FY22 audit. The Deloitte audit partner responsible
for the FY23 audit is Lee Welham.
CMA order 2014 statement of compliance
The Company confirms that it has complied with the provisions
of the Competition and Markets Authority’s Order during FY23 in
respect to audit tendering and the provision of non-audit services.
Key activities proposed for the financial year ending
30 September 2024
The Committee has an annual plan to guide its activities during
the year. The key activities to be undertaken in the financial year
ending 30 September 2024 include:
Oversee and scrutinise the preparation of the financial
statements for the year ended 30 September 2023 and the
interim results for the first half of FY24, which are being
presented in US dollars for the first time.
Consider and review key areas of financial judgement and
estimates used by management in the preparation of the
financial statements.
Oversee the transition of EY as external auditor from the
outgoing auditors Deloitte, in order that they may commence
their audit for the financial year ending 30 September 2024.
Continue to monitor legislative and regulatory changes that
may impact the work of the Committee, including the FRC
minimum standard for audit committees and the FRC
consultation on proposed revisions to the UK Corporate
Governance Code, considering the impact on the Group’s
reporting and control environment.
Consider the development of an audit and assurance
framework and policy.
Participate in an external evaluation of the Committee’s
performance and a review of the terms of reference.
Monitor progress of the internal audit plan and the continuing
development of the Group’s systems of risk management and
internal control.
Continue to support the Board in the oversight of ESG and
sustainability-related reporting, with a particular focus on
ensuring the requirements of the TCFD framework are
complied with and monitor the latest developments in the
required reporting on sustainability which continue to evolve
and become more complex.
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Financial Statements
Auction Technology Group plc
Annual Report 2023
89
Audit Committee Report
continued
I am delighted to present the Nomination Commiee Report
for the year ended 30 September 2023.
The Nomination Committee made good progress across the full
range of its responsibilities during the year. This report outlines
how the Committee discharged the duties delegated to it by the
Board and explains the key matters considered by it in doing so.
Role of the Commiee
The Committee’s role is to review the size, structure and
composition of the Board and Committees to ensure that plans
are in place for orderly, diverse and inclusive succession to the
Board, Committees and senior management positions; and to
lead the process for appointments by identifying and making
recommendations on potential candidates to join the Board.
The Committee reports at the subsequent Board meeting on
the business concluded at the previous Committee meeting on
the discharge of its responsibilities and informs the Board of any
recommendations made by the Committee. The Committee
has a clear set of responsibilities that are set out in its terms
of reference, which are available on the Group’s website,
www.auctiontechnologygroup.com. The Company Secretary
acts as Secretary to the Committee.
Nomination Commiee composition and meetings
The Committee is comprised of the Chair and two independent
Non-Executive Directors. The members of the Committee all
provide a breadth of experience and expertise, thereby enabling
the Committee to meet its responsibilities and the requirements
of the Code. Further information about the experience of each
member of the Committee can be found on pages 79 to 81.
Meetings are attended by the Chief Executive Officer and other
relevant attendees by invitation.
The Board, via this Committee, conducted a skills review of
all Directors during FY23 and reviewed the structure, size and
composition (including skills, knowledge, experience and diversity)
of the Board and its Committees. As a result of this review, the
Board concluded that it is satisfied with the structure, size
and composition of the Nomination Committee and that the
Committee as a whole has competence relevant to the sector in
which the Company operates. Further details of the Board skills
assessment conducted during the year are set out on page 91.
“The Nomination Committee
made good progress during
the year across the full range
of its responsibilities.”
There were no changes to the composition of the Nomination
Committee, nor any appointments to the Board during FY23.
However, in considering any new appointments to the Board,
the Committee has an established process for identifying
the attributes, skills and experience required of potential
candidates. A person specification is agreed by the Committee
and external recruitment consultants are engaged to
undertake the search and provide an initial long list of
potential candidates, which is reviewed by the Committee.
Members of the Committee then meet with short-listed
candidates, before selecting a small number of preferred
candidates to meet with other members of the Board.
Commiee’s key activities during the period ended
30 September 2023
Monitored progress on succession planning for the Board
and senior management and the development of a diverse
talent pipeline.
Recommended election and re-election of the Directors
at the 2023 AGM.
Following the completion of a Board skills analysis,
conducted a thorough evaluation of the composition of the
Board and its Committees to ensure alignment of relevant
skills, experience and diversity to Company strategy.
Completed a review of the effectiveness of the Committee
as part of the Board evaluation process.
Reviewed and recommended to the Board for approval the
Board’s diversity policy, to take account of the FCA’s Policy
Statement on diversity and inclusion on company boards
and executive management.
Received and discussed regular diversity and inclusion
scorecards.
Considered the additional diversity data required for the
FY23 Annual Report on gender identity or sex and the
ethnic diversity of the Board and senior management.
Breon Corcoran
Nomination Committee Chair
Members
Number of scheduled
meetings aended/
eligible to aend
Breon Corcoran (Chair)
2 of 2
100%
Scott Forbes
2 of 2
100%
Pauline Reader
2 of 2
100%
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
90
Nomination Committee Report
Key activities proposed for the financial year ending
30 September 2024
Continue to embed succession planning for the Board and
senior management.
Work with the Board to complete the Board’s first externally
facilitated Board effectiveness review.
Monitor progress towards achieving revised targets under the
FTSE Women Leaders Review, the Parker Review and the FCA’s
Policy Statement in respect of diversity and inclusion on
company boards and senior management.
Review and recommend, if appropriate, the re-appointment
of the Non-Executive Directors approaching the end of their
initial three-year terms of appointment.
Key areas of focus during the period
The Committee held two scheduled meetings during the
year. The Committee’s main focus in both meetings was on
succession planning, Board composition and diversity and
inclusion, further details for which can be found below.
Succession planning
During the year, the Committee conducted detailed reviews of
the succession plans in place at Board, Executive Director and
senior management level. The Committee’s discussions focused
on the key Board roles of Chair, CEO and CFO and in particular
emergency succession in the event of unforeseen circumstances.
The Committee reviewed the short and medium-term plans for
succession within the Chief Executive Officer’s Senior
Management Team, noting the number of individuals in the
Group capable of being developed over the next few years, as
well as short-term emergency cover for contingency planning
purposes. The Leadership Team was expanded in FY23 to
include new commercial and operational roles, whilst we also
consolidated the commercial leadership of our North American
business under a single member of the Senior Management
Team in order to improve scalability and ensure that the
Company is well positioned to drive the business forward
and deliver the next stage of growth for ATG.
Board skills assessment
In FY22 the Committee commissioned a skills and experience
matrix analysis to highlight any gaps and to identify the key
skills and experience valuable to the effective oversight of the
Company and the execution of its strategy. This assessment
was conducted during FY23 by the Company Secretary and
the results were considered by the Committee. Each member
of the Board was asked to validate their skills, knowledge and
experience by way of a Board skills assessment. In addition
to corporate governance compliance, the skills assessment
ensures appropriate future strategic direction of the Board and its
alignment with strategic objectives, challenges and opportunities
facing the Company, as well as its ability to monitor the key and
emerging risks facing the Group. It also enables the Committee
to assess the skills and expertise needed on the Board in the
future, keeping under review the leadership needs of the
organisation, both executive and non-executive, with a view to
ensuring the continued ability of the organisation to compete
effectively in the marketplace; and to make recommendations
to the Board with regard to any changes.
The categories against which each member of the Board was asked
to complete a self-assessment were as follows. These were
identified as the key skills, experience and knowledge relevant
to the ATG Board and all weighted equally: corporate governance/
listed environments; corporate memory; digital transformation;
digital marketplaces and commerce; ESG and sustainability;
marketing and customer focus; financial and accounting; risk
management; IT and cyber security; strategic transformation;
M&A and corporate transactions; HR, talent management and
culture; and investor relations and capital markets.
Overall, the Committee felt that there were no significant areas
of concern or exposure in any category and concluded that the
current structure, size and composition of the Board and its
Committees remained appropriate for the Company and that
they remained effective in focusing on driving forward the
strategy of the Company. Following recommendation from
the Nomination Committee, the Board confirmed that it was
satisfied that it had the appropriate range of skills, experience,
independence and knowledge of the Group to enable it to
effectively discharge its duties and responsibilities.
The Committee will continue to keep the skills of the Board
under review and take action as necessary, including bringing
additional expertise onto the Board, training and development
and building expertise from within.
Diversity and inclusion
The Board is committed to maintaining a Board with a diverse
set of skills, experiences and backgrounds. The Committee
reviews the Board diversity policy on an annual basis and
the Board diversity policy was updated in FY22 in light of
the updated targets announced by the FTSE Women Leaders
Review and the FCA’s Policy Statement in respect of diversity
and inclusion on company boards and executive management,
and further reviewed this in FY23. The UK Listing Rules require
listed companies to disclose annually their position against
the target of 40% women on listed company boards and the
provision that at least one of the positions of Chair, CEO, CFO
or SID is filled by a woman. The Company has not yet met these
targets and as disclosed publicly in our Board Diversity Policy,
we aim to achieve this by the end of 2025.
The Board diversity policy has been expanded to cover wider
diversity characteristics beyond gender and ethnicity, including
disability, sexual orientation, socio-economic background and
cognitive diversity. The Board’s policy is to encourage diversity
within long and shortlists as part of the overall selection
process for Non-Executive Director roles when appointments
are made.
The Board is supportive of the ambition shown in reviews on
ethnic diversity, including the Parker Review recommendation for
all FTSE 250 boards to have at least one director of colour by 2024.
The Board, having consulted with the Nomination Committee,
believes that it has achieved this target, with John-Paul Savant
representing a Eurasian ethnically diverse background.
The Board has considered the extension of the scope of the
Parker Review announced in March 2023 to encompass senior
management teams as well as Board directors in disclosures
on ethnic diversity, which we fully support. We also support
the request to set and publish our own target percentage
for minority ethnic representation in senior management
positions. Our aim is to determine the proportion of our Senior
Management Team to be occupied by ethnic minority executives
by December 2027 in conjunction with the development of our
global Diversity Equity and Inclusion policy. We will report on
progress towards this target in each Annual Report. Currently
37.5% of the Senior Management Team is represented by
executives with an ethnically diverse background.
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Annual Report 2023
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Nomination Committee Report
continued
The tables below set out data about the gender and ethnicity of the Board and Senior Management as at 30 September 2023,
in the format prescribed by the Listing Rules
(a) Gender identity or sex
Number of board
members
Percentage of the
board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
Men
5
62.5
4
7
87.5
Women
3
37.5
0
1
12.5
Not specified/prefer not to say
(b) Ethnic background
Number of board
members
Percentage of the
board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
White British or other White (including
minority-white groups)
7
87.5
3
5
62.5
Mixed/Multiple Ethnic Groups
1
12.5
1
1
12.5
Asian/Asian British
2
25
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
No changes have occurred to the composition of the Board or Senior Management Team between 30 September 2023 and the date
this document was approved (30 November 2023).
The Corporate Governance Report on pages 70 to 78 provides further information on the Board’s current composition and its plans
to continuously improve skills and diversity.
As at 30 September 2023 the Board met the recommendations of the FTSE Women Leaders Review relating to female membership
of the Board. The Board consisted of five males (62.5%) and three females (37.5%), and in terms of wider leadership, the Senior
Management Team, as defined by the Corporate Governance Code but excluding the Company Secretary, consisted of seven males
and one female.
The Group strives to achieve a gender balance across all levels of the organisation (with proportional representation to the regions
in which we work) through recruitment and succession planning.
There is further information on the Group’s diversity and inclusion policies and activities during FY23 in the Sustainability Report on
pages 64 to 65.
FCA Listing Rules – diversity reporting
The Committee is cognisant of the requirements on diversity
and inclusion disclosures set out in the updated Listing Rules
which apply to the Company for this reporting period, to include
data in a prescribed format about the gender identity or sex, and
the ethnic diversity of members of the Board and executive
management. Our disclosures are set out as at our chosen
reference date of 30 September 2023.
Approach to data collection
The Company has used a consistent approach to collecting
the gender and ethnicity data displayed in the tables below,
the source of which is the Group’s HR database. For ethnicity,
employees are asked to self-identify at the start of employment
based on the Office for National Statistics (UK and Germany)
and EE01 (US) ethnicity categories. Employees can update this
information at any time during their employment and are
periodically reminded to provide their gender and ethnicity
information, if they have not done so already.
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Financial Statements
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Annual Report 2023
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Nomination Committee Report
continued
Board induction and training
New Directors joining the Board undertake a tailored induction
programme including meetings with key members of the
management team. Non-Executive Directors have full access
to our Executive Directors and Senior Management Team
outside scheduled Board meetings and can attend Company
and employee events and briefings. Individual Board members
have access to training and can seek advice from independent
professional advisers, at the Group’s expense, where specific
expertise or training is required to enable them to perform their
duties effectively.
Re-election of Directors
In accordance with the provisions of the Code, all Directors will
retire at the forthcoming AGM of the Company and the Board
has recommended their re-election. In reaching its decision,
the Board acted on the advice of the Nomination Committee.
Having assessed numerous criteria such as independence, time
commitments and other directorships, meeting attendance,
skills, knowledge and experience and board diversity, the
Committee and the Board are satisfied that all Directors
continue to be effective in and demonstrate commitment to
their respective roles and the Committee is satisfied that they
devote sufficient time to their duties, demonstrate enthusiasm
and commitment to their roles, and make a valuable
contribution to the leadership of the Company.
Board performance review
As described in more detail on page 73, the Board undertook
its second internally facilitated effectiveness review in February
2023, the approach for which was overseen by the Committee
and the results for which are set out on page 73. The Board
intends to commission an externally facilitated Board
performance review in FY24.
Breon Corcoran
Chairman
30 November 2023
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Financial Statements
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Annual Report 2023
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Nomination Committee Report
continued
Key Commiee activities during the year
Review of the Directors’ remuneration policy
in the context of ATG’s growth and evolution
since IPO.
Assessment of market trends and
developments and the implications for
the policy.
Review of the performance metrics used
for incentive schemes.
Review of workforce remuneration and
related policies.
Annual review of the Committee’s terms
of reference.
Receiving reports and advice from advisers
on a range of matters.
Dear Shareholder
I am pleased to present the Directors’ Remuneration Report
for the financial year ended 30 September 2023. The report
summarises the activities of the Remuneration Commiee
during the year and explains the decisions we have taken
in implementing the Directors’ remuneration policy, both
for FY23 and looking ahead to FY24. The report has been
prepared in line with the relevant UK reporting requirements.
Overall approach to remuneration
ATG’s overall remuneration philosophy and strategy has not
changed. The Company believes in a remuneration programme
that fairly rewards, attracts, retains and motivates high-calibre
talent that is necessary to ensure the ongoing success and growth
of the business. ATG therefore aims to offer remuneration that is
competitive and reflects the dynamics of the markets in which
the Company operates including the United Kingdom, Germany
and increasingly North America, the location representing the
majority of the Company’s employees, revenue and growth.
Within this context, the Remuneration Committee evaluates
remuneration strategy and decision-making for Executive
Directors and the other members of the Leadership Team,
considering ATG’s remuneration philosophy and competitive
markets to ensure that executive remuneration is aligned to the
long-term interests of shareholders as well as the principles of
good corporate governance.
It is three years since the Committee first adopted its approach
to executive remuneration ahead of ATG’s IPO in February 2021.
This approach has served us well over the period since listing,
and we were pleased to receive 99.9% support for the
Directors’ remuneration policy at the AGM in January 2022.
In advance of the third-year anniversary of the remuneration
policy established at IPO, the Committee reviewed the way
Executive Directors and other leaders are rewarded, reflecting the
evolution of the ATG business, geographic market considerations
and the achievements and growth of ATG since the IPO. We have
agreed to make a number of changes to the Executive Directors’
remuneration packages within policy, as explained further below.
The business context
Since listing, ATG has delivered robust levels of growth
exceeding the IPO guidance, while executing on the
strategic drivers designed to ensure sustainable, long-term
outperformance. As evidenced by the FY23 financial results,
the business continues to report increases in revenue and
adjusted EBITDA and has made rapid progress in achieving its
strategic priorities, all despite macroeconomic uncertainty that
has depressed market valuations for many digital businesses.
The Company has acquired and integrated a number of
substantial businesses since the 2021 IPO, in particular the
$525m October 2021 acquisition of LiveAuctioneers (“LA”).
These acquisitions have enhanced short and long-term
competitive positioning. Beyond this, the Leadership Team
has grown each of the businesses it has acquired while
also creating incremental value. Just prior to the IPO, the
team leveraged its knowledge of selling timed auctions to
massively expand the Proxibid conversion rate. It expanded
the LA payments solution both within LA and, more recently,
via Proxibid and launched an early-stage shipping solution
that we expect will resolve a serious pain point for and
deliver value to bidders, auctioneers and ATG. This new
shipping solution is expected to drive direct revenue and
increase conversion rate over time. During FY23, ATG acquired
EstateSales.NET (“ESN”) and has accelerated its growth. The
Company has commenced the process for connecting ESN’s
140 million web sessions to ATG marketplaces.
Group revenue is now over 150% greater than FY20, the
last full year before IPO, with 85% of this revenue coming
from North America (compared with 65% in FY20). During
this period, the organisation has grown from 214 to 391
employees, with 275 based in North America. The majority
of the Company’s Leadership Team is now based in the US.
In short, ATG has made rapid strides in the years since the
IPO and is now a significantly bigger, more complex business
with an international focus.
Sco Forbes
Remuneration Committee Chair
Members
Number of scheduled
meetings aended/
eligible to aend
1
Scott Forbes (Chair)
4 of 4
Breon Corcoran
4 of 4
Suzanne Baxter
4 of 4
Tamsin Todd
4 of 4
1.
In addition to these scheduled meetings, the Committee
held two ad hoc meetings during the year. All Committee
members attended both of these meetings.
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Annual Report 2023
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Remuneration Committee Report
Our approach to executive reward for FY24
Executive Directors’ remuneration agreed at IPO reflected the
relative size and complexity of ATG at the time, with below
market-median pay reflecting the substantial realisation of
benefits triggered by the IPO. Nearly three years later, the
Remuneration Committee considers that reward structures
should reflect the transformation of the business and the
achievements since listing (including exceptional performance)
as well as the marketability of the Executive Directors and the
prospects for ATG achieving its further growth ambitions through
the continued efforts of the principal architects of the business
strategy. The Committee is also mindful of maintaining a sensible
balance and proportionality between the relative market
remuneration of UK and US leadership executives.
We have agreed that the overall shape of the existing Directors’
remuneration policy remains appropriate and does not require
fundamental modifications. However, there are certain changes
within policy for salary and LTIP grant percentages that we intend
to make that are appropriate to our executives and are supported
by market practice.
The Committee is aware that these increases in remuneration,
whilst within policy, exceed the average salary increase for the
wider workforce for FY24 (4.6%). This workforce increase was
agreed to reflect ongoing inflationary pressures in ATG’s key
markets. For the reasons explained below, the increases are
considered necessary and appropriate at the current time.
Basic salaries
We have reviewed the salaries of the Executive Directors and
propose to make phased adjustments over the next three
years culminating in a 22% increase to £550,000 for John-Paul
Savant (CEO). The phasing approach for John-Paul means that
his salary will rise to £485,000 with effect from 1 October 2023,
representing an increase of 7.6%. Similar annual increases to
John-Paul’s pay will apply for FY25 and FY26. Should CPI
continue to be high for the duration of the three-year period,
the Committee retains the flexibility to take this into account
when determining the final salary for FY26. We have further
agreed a 17% one-off increase to £415,000 commencing in
fiscal year September 2024 for Tom Hargreaves (CFO).
For John-Paul, the phased increases are not considered
excessive given the business context as set out above and
relative to market. The phased increases will result in a salary
for FY26 between the current lower quartile and median level
of FTSE 250 CEO salaries.
For Tom, and in contrast to John-Paul, the increase with effect
from FY24 is intended to achieve a salary that will be around
the median of FTSE 250 CFO salaries. The Committee and
John-Paul believe that Tom is a CFO of exceptionally high quality
and recognise that he has been instrumental in the success of
the business as it has grown through acquisition, requiring
strong technical ability and superior commercial awareness.
The relationship between CEO and CFO remuneration remains
reasonably proportionate to market practice and is endorsed
by John-Paul, who considers Tom a proven leadership partner
with complementary skillsets. The salary positioning is
considered appropriate for the current size and complexity
of the Company.
LTIP
The LTIP is a vitally important part of the remuneration policy,
providing the opportunity for Directors to receive shares in the
event that stretching performance conditions are met over a
three-year period. We are retaining the LTIP in its current form
but, with effect from FY24, we are making two key changes.
First, the award size for the Executive Directors is increasing
from 150% to 200% of basic salary, aligned at the upper limit
of the remuneration policy and consistent with our philosophy
of linking pay to performance. This change ensures that our
incentive offering remains competitive, while the increase in
reward opportunity depends on long-term outperformance.
We also recognise the general preference of shareholders for
incentive increases to apply to long-term remuneration rather
than the annual bonus. The ATG bonus limit of 125% of salary
remains below what is typically available at other companies
of a similar size.
Second, we are introducing some new performance measures
for the FY24 LTIP award. Prior year awards have been based
solely on adjusted diluted EPS growth over the relevant
performance period. The Committee recognises that adjusted
diluted EPS remains an important measure of long-term
performance and we will retain it for 60% of the FY24 award.
We are proposing appropriately stretching targets in
recognition of the increased grant size.
As the Board has challenged the Company to achieve revenue
growth from new auctioneer customers and further penetration
of existing auctioneer customers, a revenue performance
condition will be introduced for 30% of the FY24 award.
Lastly, and underpinning the Board’s commitment to ESG, the
Committee has incorporated a performance condition for the
final 10% of the FY24 award that rewards material reductions
in ATG’s carbon emissions over the performance period. The
LTIP targets have been set to be consistent with the previously
communicated Science Based Target of reducing absolute
Scope 1 and 2 emissions by 42% by 2030 (from the FY22
baseline year), and reflect the importance attached by ATG
to playing a leading role in the transition to a lower carbon
economy. The targets are also intended to complement the
underlying strategic goal of the business of contributing to
the growth of the circular economy, whereby the purchase
and re-use of secondary goods reduces the demand for new
items (the manufacturing and production of which result in
additional carbon emissions). As markets for used goods
continue to grow, and business opportunities for ATG expand,
the Company has a responsibility to ensure its own emissions
are managed appropriately, hence the choice of this measure
for the LTIP award.
Details of the specific performance targets for all of these
measures are set out on page 111.
As normal, a two-year post-vesting holding period will apply
to the award and it will be subject to standard malus and
clawback provisions.
Other elements of the remuneration policy
There are no changes to the other elements of the Executive
Directors’ remuneration packages for FY24. Annual bonuses
will be payable up to a maximum of 125% of basic salary in the
event of the satisfaction of targets linked to adjusted EBITDA
and revenue performance. The bonus limit remains below
market when compared to companies of a similar size to ATG.
One quarter of any bonus paid will continue to be deferred into
shares for three years. Pension contributions remain at 6% of
salary, in line with the contribution rate for the wider workforce.
Whilst the Executive Directors are eligible to participate in the
Company’s all-employee share ownership plan, they have to
date chosen not to do so.
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Financial Statements
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Annual Report 2023
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Remuneration Committee Report
continued
In aggregate, the changes to salary and LTIP move both Executive
Directors from being at, or below, the lower quartile versus UK
companies of a similar size in market cap terms to being at an
appropriate range around median (when measured on the basis
of total target remuneration). Notwithstanding that c. 85% of
ATG’s revenues are generated in North America, we are not
seeking to benchmark against or match US quantum. We are,
however, seeking to move the total remuneration packages to
a level that will reflect the growth of the Company (as explained
above), better recognise the calibre of our executive team and
alleviate some of the pay compression issues within our current
executive population. It is the Committee’s belief that
implementing these changes will serve to retain and motivate the
Executive Directors for at least the next three to four-year period.
Towards the end of FY23, I wrote to major shareholders to set out
the rationale for the changes as set out above. I am pleased to
say that in general, there was a strong level of support for our
proposals and for our clear commitment to reward, retain and
incentivise the Executive Directors.
The changes we are making for FY24 are all possible within
the terms of the current Directors’ remuneration policy and
as a result we are not presenting a new policy for shareholder
approval at the AGM in January 2024. A new policy vote will be
required at the January 2025 AGM and at the current time we
do not envisage seeking to make any further material changes
to our approach.
For completeness, the fees for the Non-Executive Directors have
been reviewed, and a new fee level agreed for the Board Chair.
Full details of the changes are set out on page 112.
The year under review
Reward for the Executive Directors in FY23 was in line with the
approach stated in last year’s Directors’ Remuneration Report.
The annual bonus scheme for the year was based on the
achievement of targets linked to adjusted EBITDA and revenue,
each measure having a 50% weighting in the scheme. In light of
performance achieved, the Executive Directors’ bonus for the
year was 26.9% of basic salary. In line with the Directors’
remuneration policy, three-quarters of the total bonus will be
payable in cash, with the remaining one-quarter deferred into
shares for a minimum three-year period. FY23 was also the final
year of the three-year performance period for the first award
granted under the LTIP. This award was made at the time of
the IPO in February 2021 and was based on the achievement of
challenging adjusted diluted EPS targets over the period ended
30 September 2023. As discussed in last year’s report, the
specific targets for this award were increased during FY22 to
reflect the impact of the LA acquisition during the period.
Performance against the targets was assessed after the FY23
year end. Taking into account the CAGR in adjusted diluted EPS
of 28% over the performance period, the LTIP award will vest in
February 2024 at a level of 100%, which the Committee believes
is a fair reflection of ATG’s overall performance over the period
and consistent with the experience of shareholders and other
stakeholders. A minimum two-year post-vesting holding period
will apply to this award.
In December 2022 we agreed the terms for the FY23 LTIP award.
Decisions on the exact adjusted diluted EPS performance targets
for this award had not been made by the time the FY22 Directors’
Remuneration Report was finalised. We published the targets in
the regulatory announcement of the grant and they are also
included in this report on page 106. Performance will be tested
over the three-year period ending 30 September 2025.
Remuneration across the Company
Although the Committee’s main focus is on executive
remuneration, we consider carefully pay matters across
ATG more broadly, with an interest in ensuring that there is
appropriate alignment between the approach for Executive
Directors and that for others in the organisation. Having a
successful Company-wide compensation policy is essential
given the competitive talent markets within which ATG operates,
and considerable work has been undertaken to ensure that pay
levels and structures are appropriate throughout the business.
There is a significant emphasis on equity awards throughout the
Company, particularly as growth in North America has increased
the exposure to compensation practices where equity is a
substantial part of the overall package. All-employee share
schemes are also viewed as a key benefit for employees in the
UK and the US, providing for increased alignment of interests
with shareholders across a wider group of employees.
Tamsin Todd, a member of the Remuneration Committee,
is also the designated Non-Executive Director for workforce
engagement, taking over this role from Breon Corcoran during
the year. The Board conducts two employee engagement
sessions each year where a range of matters are discussed,
including remuneration, benefits and the alignment of executive
pay with wider Company pay policy. This year there was
feedback on ATG’s approach to parental leave, and this informed
the development of a new UK parental leave policy, which was
communicated to UK employees during the year. We will
continue to solicit and take into consideration employee
perspectives on matters relating to remuneration.
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Corporate Governance
Financial Statements
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Annual Report 2023
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Remuneration Committee Report
continued
Legacy maers
I would like to draw your attention to details of certain legacy
payments that are expected to be made in FY24 to a number of
continuing employees, including the Executive Directors. These
legacy payments are to be made as a result of the liquidation
of a sub-fund of the Company’s Employee Benefit Trust that was
established at the time of the IPO. Further information is included
on page 111. The payments to the Executive Directors fall within
the legacy payment provision contained in the Directors’
remuneration policy.
The AGM
At the Company’s forthcoming AGM on 30 January 2024,
shareholders will be asked to approve this Directors’
Remuneration Report by way of an advisory resolution.
I hope the Committee can count on your support for this
resolution at the AGM. We remain fully committed to shareholder
dialogue and engagement and I will be present at the meeting
to answer any questions you may have on our approach to
executive remuneration.
Sco Forbes
Chair of the Remuneration Committee
30 November 2023
The UK Corporate Governance Code
The Board is strongly supportive of the UK Corporate
Governance Code and considers that there is full compliance
with the remuneration-related provisions of the Code. The
remuneration policy and its implementation are consistent
with the principles set out in Provision 40 of the Code, as
illustrated below.
Clarity:
The remuneration policy has been designed to
provide clarity to all interested parties. The Remuneration
Committee has again endeavoured to explain the policy
and its implementation in a clear and transparent fashion
in this Directors’ Remuneration Report. As explained on
page 96 the Committee has engaged in two-way dialogue
with major shareholders and with representatives of the
workforce on remuneration matters and has received
generally positive feedback.
Simplicity:
The remuneration policy is relatively simple and
consistent with standard practice for UK-listed companies
of a similar size to ATG. The rationale for each element of
Directors’ pay and explanations of the Committee’s
decisions in respect of operating the policy are set out
in this report.
Risk:
The policy operates within clearly defined limits and
the potential for rewards that would be considered excessive
in the UK listed context is low. Nevertheless, the Committee
is alive to the risks inherent in operating incentive schemes
and has therefore ensured that the targets which have been
set for the annual bonus scheme and the LTIP do not
encourage inappropriate levels of risk-taking. For FY24, we
are introducing new measures to the LTIP which will ensure
we are assessing performance in a broader fashion, including
– for the first time – a carbon metric which is linked to our
ESG strategy. The remuneration policy includes a number of
features which give the Committee additional control, such
as the ability to override incentive outcomes if considered
appropriate and the operation of recovery and withholding
provisions for incentives.
Predictability:
While it is not possible to precisely predict
the level of overall reward for the Executive Directors in any
one year, the policy operates with reasonable limits which
mean that outsize payments are highly unlikely. We provide
an illustration of potential outcomes under different
scenarios (see page 101).
Proportionality:
The performance conditions chosen for
the annual bonus scheme and the LTIP in each year are
closely linked to the successful delivery of strategy over
the short and long term. The Committee carefully
considers the optimum metrics and targets ahead of
making decisions on the operation of the policy each year.
A combination of the target-setting process and the
Committee’s overriding discretion to adjust outcomes
ensures that poor performance will not be rewarded.
Alignment to culture:
The success of the business
continues to be based on a combination of innovation,
collaboration and performance which has driven the strong
levels of growth which have been evidenced over the years
since listing. The remuneration policy directly incentivises
the Executive Directors and other members of the Senior
Management Team to continue to focus on the activities
which are likely to drive further levels of growth, for the
benefit of all stakeholders.
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Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
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Remuneration Committee Report
continued
The Directors’ remuneration policy sets out the framework for the remuneration of the Directors of Auction Technology Group plc. Payments to Directors and payments for loss of office can only be
made if they are consistent with the terms of the approved remuneration policy.
The policy was designed following a review undertaken by the Remuneration Committee during the process of planning for the IPO. The policy was formally approved by shareholders at the AGM held
in January 2022, with a vote in favour of 99.97%. No changes to the policy are proposed this year.
A summary of the key features of the Directors’ remuneration policy is included below for information purposes only. The full policy is included in the Annual Report for the year ended 30 September
2021 and is also available on the Group website at www.auctiontechnologygroup.com. If there is any discrepancy between the summary and the full policy, the full policy will prevail.
Policy table for Executive Directors
Element
Purpose and link to strategy
Operation
Opportunity
Basic salary
Provides a basic level of
remuneration to ensure the
Company can recruit and retain
individuals with the required
skills and experience to deliver
on the Company’s strategy.
The salaries for Executive Directors depend on their experience and the scope of their role.
The Remuneration Committee also has due regard to practices at peer companies of
equivalent size and complexity and also of the pay and conditions of the workforce
generally.
Base salaries will typically be reviewed on an annual basis, with any change normally taking
effect from 1 October.
The receipt of basic salary is not subject to the achievement of performance conditions.
Salary increases will depend on a number of factors, including
individual and Company performance, pay increases for the wider
workforce and levels of inflation.
Individuals who are recruited or promoted to the Board may have
their initial salary set at a lower level than would otherwise be the
case until they become established in their Board role.
Subsequent increases in their salary may be higher than the
average, subject to their ongoing performance and development.
Benefits
Provides a market-competitive
benefits package to
supplement basic salary and
to aid the recruitment and
retention of Executive Directors.
Executive Directors are entitled to receive a standard benefits package, including private
medical insurance, permanent health insurance and life assurance.
The Committee has the discretion to amend individual benefits and the overall benefits
package and may introduce new benefits within the policy period.
The receipt of benefits is not subject to the achievement of performance conditions.
Benefits are not subject to a specific maximum opportunity under
this policy but in normal circumstances the value of benefits
provided is not expected to change materially year-on-year.
The Committee will consider the benefits available to the wider
workforce when considering any changes to the benefits package
for Executive Directors.
Pension
Provides a market-standard
retirement benefit to
supplement basic salary and
to aid the recruitment and
retention of Executive Directors.
Executive Directors can receive a Company pension contribution, or a cash salary
supplement in lieu of a Company pension contribution.
All Executive Directors (existing and new) receive pension contributions which are aligned to
the rate payable to the majority of the wider workforce.
The receipt of pension contributions (or cash in lieu) is not subject to the achievement of
performance conditions.
The maximum level of Company pension contribution or cash
supplement is 6% of basic salary, which is aligned to the rate
currently payable to the majority of the wider workforce.
If the rate payable to the majority of the wider workforce
increases over the policy period, the Committee has the
discretion to increase the rate payable to the Executive Directors
above 6% so that it remains aligned with the wider workforce rate.
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Corporate Governance
Financial Statements
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Annual Report 2023
98
Directors’ remuneration policy
Element
Purpose and link to strategy
Operation
Opportunity
Annual
bonus
scheme and
Deferred
Share Bonus
Plan
(“DSBP”)
Provides an annual incentive
to reward Executive Directors
for the achievement of
performance objectives linked
to the short-term strategic
objectives of the business,
with ongoing alignment with
shareholders achieved through
the deferral of a portion of the
bonus into shares.
Annual bonuses are payable subject to the achievement of performance targets set by the
Remuneration Committee. These targets will be determined by the Committee on an annual
basis and will be linked to the short-term strategic priorities for the business. The
Committee has discretion to choose the number of performance metrics which apply to the
bonus in any year and the relative weightings of those metrics. The primary focus of the
bonus scheme will be on rewarding financial performance (normally accounting for a
majority of the bonus) although the Committee may choose to use non-financial
performance conditions (normally for a minority of the bonus scheme).
The Committee will review performance against the targets after the end of the financial
year and bonus payments will be determined accordingly. The Committee has the discretion
to adjust the bonus outcome where it believes this is appropriate, including (but not limited
to) where the outcome is not reflective of the underlying performance of the business or the
experience of the Company’s shareholders, employees or other stakeholders.
Of the total bonus, 75% will be payable in cash and the remaining 25% will be deferred into
shares under the DSBP. Deferred shares must normally be held for a period of three years.
Amounts payable under the annual bonus scheme and the DSBP are subject to malus and
clawback provisions as summarised on page 100.
Where a deferred share award under the DSBP is granted in the form of an option or a
conditional share award, dividend equivalents may be paid in respect of the deferred shares.
The maximum annual bonus opportunity is 125% of basic salary.
For FY24, the bonus scheme will operate with a limit of 125% of
basic salary for both the CEO and the CFO.
50% of the maximum bonus opportunity is payable for on-target
performance. 25% of the maximum bonus opportunity is payable
for threshold performance.
Long Term
Incentive
Plan (“LTIP”)
Provides an annual award of
shares to Executive Directors
which will vest after three
years subject to the
achievement of performance
objectives linked to the
long-term strategic objectives
of the business, aligning the
interests of the Directors with
those of shareholders.
Awards will normally be granted as either nil-cost options or awards of conditional shares.
Awards will normally be granted annually to Executive Directors and will normally vest at
the end of a three-year period subject to the recipient’s continued employment at the date
of vesting and the satisfaction of performance conditions measured over three financial
years.
The performance conditions will be determined by the Remuneration Committee on an
annual basis at the time of each grant and will be linked to the long-term strategic priorities
for the business. The Committee has discretion to choose the number of performance
metrics which apply to an LTIP award in any year and the relative weightings of those
metrics. It is expected that the majority of the performance conditions will be based on the
achievement of financial targets, although the Committee may choose to apply relevant
non-financial performance conditions to a minority of an award.
The Committee will review performance against the targets after the end of the
performance period and the level of vesting will be determined accordingly. The Committee
has the discretion to adjust the vesting outcome where it believes this is appropriate,
including (but not limited to) where the outcome is not reflective of the underlying
performance of the business or the experience of the Company’s shareholders, employees
or other stakeholders.
Dividend equivalents may be paid in respect of any vested shares.
Post-vesting, Executive Directors will be required to hold their vested shares for a further
two years (other than shares which are required to be sold to pay tax due on vesting).
Awards vesting under the LTIP are subject to malus and clawback provisions as summarised
on page 100.
The maximum annual award is 200% of basic salary (or 250% of
basic salary if the Remuneration Committee determines that
exceptional circumstances apply).
From FY24, the Committee has agreed that both Executive
Directors will receive awards at a level of 200% of basic salary.
Performance conditions are structured such that, for threshold
levels of performance, no more than 25% of the award will vest.
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Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
99
Directors’ remuneration policy
continued
Element
Purpose and link to strategy
Operation
Opportunity
All-employee
share plans
Provides all employees with
the opportunity to participate
in tax-advantaged share plans
and increases the level of
alignment with shareholders.
The Company has the authority to operate an all-employee Sharesave (“SAYE”) Scheme and
an all-employee Share Incentive Plan (“SIP”).
Awards under the SAYE and/or SIP may be offered annually to all eligible employees,
including Executive Directors.
The SIP was implemented in the UK with effect from 1 November 2021. International
sub-plans to the SIP were also implemented in Germany and the US at the same time.
The Executive Directors are eligible to participate in the SAYE
Scheme and the SIP subject to the limits prescribed under the
applicable legislation governing those plans.
Shareholding
guidelines
Requires the Executive
Directors to hold a minimum
level of shares both during and
after the period of their
employment.
Executive Directors are encouraged to build up over a five-year period (as a minimum
through the retention of at least 50% of the after-tax number of vested share awards), and
then subsequently hold, a minimum level of shareholding.
Executive Directors are also required to maintain a minimum level of shareholding for a
period of two years post-cessation of employment.
The minimum shareholding which should be built up by an
Executive Director is equivalent to 200% of their basic salary.
Executive Directors must also maintain a minimum shareholding
equivalent to 200% of basic salary for a period of two years post
cessation of employment. This will be calculated based on the
lower of (i) the net of tax number of vested shares acquired under
the LTIP or DSBP during their employment and (ii) their actual
shareholding at the time of their departure.
Malus and clawback
The rules of the Company’s incentive schemes include standard recovery and withholding provisions.
The Remuneration Committee has the ability, prior to the vesting of an award, to reduce the number of shares subject to the award in the following circumstances:
discovery of a material misstatement resulting in the adjustment in the audited Consolidated Financial Statements of the Company or of the audited accounts of any Group member;
discovery of a material failure of risk management;
the insolvency of the Group;
action or conduct of a participant which, in the reasonable opinion of the Committee, causes serious reputational damage to the Company, any Group member or relevant business unit; and/or
action or conduct of a participant which, in the reasonable opinion of the Committee, amounts to fraud, gross misconduct or a serious breach of the Company’s policies and procedures.
In addition, the Committee can also use clawback provisions such that, for a period of three years following the date of payment of a bonus or vesting of an award, if any of the above circumstances
arise (including if there has been an error in calculating the level of performance achieved), the Committee may require the relevant award holder to pay an equivalent cash amount back to the
Company or transfer some or all of the shares that were subject to the award.
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Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
100
Directors’ remuneration policy
continued
Service contracts
The current Executive Directors have both entered into service
contracts with the Company dated 17 February 2021. The
contracts have no fixed term and are terminable by the Director
or by the Company on not less than six months’ prior written
notice. The service contracts are available for inspection at the
Company’s registered office.
Policy on payment for loss of office
The termination arrangements agreed for an Executive Director
who is leaving the business will depend upon the provisions
of the Director’s service contract, the rules of the relevant
incentive schemes and the nature of the individual’s departure.
All termination payments are subject to approval by the
Remuneration Committee.
In the event of termination of employment for reasons of
gross misconduct, the Director will have no entitlement to any
further payment other than for sums accrued up to the date
of termination.
In the event of termination of employment for other
reasons, payments relating to basic salary, pension and other
benefits will continue as normal until the date of cessation
of employment. Alternatively, the Committee may decide
to make a payment in lieu of notice.
Legacy arrangements
The Remuneration Committee has the authority to honour any
commitments entered into with the existing Executive Directors
that pre-date the approval of the remuneration policy.
In cases where an existing employee is promoted to the Board,
any pre-existing incentive arrangements will normally continue
in line with its original terms.
Remuneration for other employees
The Directors’ remuneration policy reflects what the Committee
considers to be an appropriate remuneration framework for the
Executive Directors in light of their roles and responsibilities,
what is considered necessary to retain their services and
standard practice for CEO and CFO remuneration in listed
companies of a similar size and complexity to ATG. In devising
the policy the Committee considered the remuneration
arrangements for other employees within the Company.
Many of the policy principles which apply to the Executive
Directors also apply to others throughout the organisation, in
particular the focus on incentivising outperformance through
a cash bonus scheme and driving alignment with shareholders
through participation in equity schemes. The Company has also
established all-employee share incentive schemes in which all
eligible employees may participate.
Consideration of shareholder views
The general views of institutional shareholders and other key
market participants were taken into account as part of the
Remuneration Committee’s pre-IPO review of the appropriate
remuneration policy to apply to the Company post-Admission.
Illustrations of the application of the remuneration policy (“Scenario charts”)
The charts below give an indication of the level of total annual remuneration that would be received by each Executive
Director in accordance with the remuneration policy (as it will apply in FY24) in respect of minimum pay (fixed pay), the pay
based on target performance and maximum performance.
3,000k
2,500k
2,000k
1,500k
1,000k
500k
0
Minimum
Target
Chief Executive Officer
Maximum
Minimum
Target
Chief Financial Officer
Maximum
25%
40%
23%
37%
100%
£525k
£1,313k
£2,586k
£2,101k
£442k
£1,116k
£2,206k
£1,791k
29%
46%
25%
40%
23%
37%
100%
29%
46%
Fixed Pay
Annual Bonus
LTIP
LTIP with 50% Share price growth
The Chair of the Remuneration Committee also wrote to major
shareholders outlining the key features of the policy and seeking
their feedback ahead of the policy being presented for formal
shareholder approval at the 2022 AGM. None of the shareholders
which responded to this engagement approach raised any
material issues of concern with the policy. Further
communications with shareholders took place in December
2022 and September 2023 regarding the implementation of
the remuneration policy for FY23 and FY24 respectively.
Notes to the charts:
Minimum: Fixed pay, reflecting basic salary levels with effect from 1 October 2023, benefits of £11k for the CEO and £2k for the CFO
and a 6% pension contribution.
Target: Fixed pay plus a 50% pay-out under the bonus and LTIP.
Maximum: Fixed pay plus full pay-out under the bonus and LTIP. The maximum scenario includes an additional element to represent
50% share price growth on the LTIP award.
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Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
101
Directors’ remuneration policy
continued
Policy table for the Board Chair and Non-Executive Directors
Element
Purpose and link to strategy
Operation
Opportunity
Fees
Provides a level of remuneration at an
appropriate level to attract and retain
Non-Executive Directors of an
appropriate calibre.
The Chair’s and the other Non-Executive Directors’ fees are set at a level to reflect the amount
of time and level of involvement required in order to carry out their duties as members of the
Board and its Committees, and to attract and retain Non-Executive Directors of a high calibre
with relevant commercial and other experience.
Fee levels are set by reference to non-executive director fees at companies of similar size and
complexity and general increases for salaried employees within the Company.
The fee paid to the Chair is determined by the Remuneration Committee, while the fees for
other Non-Executive Directors are determined by the Board as a whole. Additional fees are
payable for acting as Senior Independent Director and as Chair of the Board’s Audit and
Remuneration Committees. On an exceptional basis the fees payable may temporarily be
increased to recognise any additional commitments undertaken by a Non-Executive Director in
respect of his or her Board role.
Fees are paid in cash.
Non-Executive Directors are also entitled to reimbursement of reasonable business expenses
(and any related tax).
The initial fee levels were agreed prior to the IPO and
are reviewed (and potentially increased) periodically.
The maximum fees payable are subject to an
aggregate annual limit of £1m as set out in the Articles
of Association.
Leers of appointment for Non-Executive Directors
The Board Chair and the Non-Executive Directors have all signed letters of appointment. The letters of appointment are available for inspection at the Company’s registered office. Further details are
included below.
Director
Date of appointment to the Board
Date of leer of appointment
Notice period (months)
Breon Corcoran
25 January 2021
17 February 2021
1
Suzanne Baxter
4 February 2022
4 February 2022
1
Scott Forbes
26 February 2021
17 February 2021
1
Pauline Reader
2 December 2021
2 December 2021
1
Morgan Seigler
18 January 2021
17 February 2021
1
Tamsin Todd
4 February 2022
4 February 2022
1
The Board Chair and the Non-Executive Directors have all been appointed for an initial term of three years, subject to termination by either the Director or the Company on not less than one month’s
prior written notice. All Directors will stand for re-election at each AGM of the Company.
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Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
102
Directors’ remuneration policy
continued
The Remuneration Commiee (consideration by the
Directors of maers relating to Directors’
remuneration)
The Remuneration Committee has delegated responsibility for
determining the policy for executive remuneration and setting
remuneration for the Chair, the Executive Directors and senior
management. It reviews workforce remuneration and related
policies and the alignment of incentives and rewards with
culture, taking them into account when setting the policy
for Executive Directors’ remuneration. The Remuneration
Committee is also responsible for preparing the Directors’
Remuneration Report for approval by shareholders at the AGM.
The responsibilities of the Committee covered in its terms of
reference include determining and monitoring the strategy and
policy on remuneration, termination, performance-related pay,
pension arrangements, reporting and disclosure, share incentive
plans and remuneration consultants. The terms of reference
also set out the reporting responsibilities and the authority of
the Remuneration Committee to carry out its responsibilities.
The terms of reference are available on the Group’s website
at www.auctiontechnologygroup.com.
Commiee members
The Remuneration Committee is chaired by Scott Forbes and
its other members are Breon Corcoran, Suzanne Baxter and
Tamsin Todd.
None of the Committee members has any personal financial
interest (other than as a shareholder) in the decisions made
by the Committee.
The Remuneration Committee held four scheduled meetings
and two ad hoc meetings during the year ended 30 September
2023. There was full attendance by all members of the
Committee at all meetings.
Commiee support
The Committee is supported by the CEO, CFO and the Company
Secretary whose attendance at Committee meetings is by
invitation from the Chair. During the year under review, no
Director was present for any discussions that related directly
to their own remuneration.
The Committee is also supported by Korn Ferry, which has
advised the Committee on remuneration matters since the IPO.
Korn Ferry was appointed by the Committee following a
formal competitive tender process. The Committee exercises
appropriate judgement when considering the work of its external
advisers and, after reviewing the nature and quality of the advice
provided during the year, is satisfied that the advice it received
during the year under review was objective and independent.
Korn Ferry is a member of the Remuneration Consultants Group
and is a signatory to its Code of Conduct.
Fees payable to Korn Ferry for advice provided during the
year were £108,190 (excluding VAT). No other services were
provided by Korn Ferry to the Company during the year and
Korn Ferry have no other connection with the Company or
individual Directors.
Single total figure of remuneration (audited)
The following table sets out the total remuneration for Executive and Non-Executive Directors for the year ended 30 September
2023, alongside comparative data for the prior financial year.
All figures shown
in £000
Year
Salary/fees
Benefits
Pension
Total fixed
remuneration
Annual
bonus
3
LTIP
4,5
Total variable
remuneration
Total
remuneration
John-Paul Savant
2023
451
11
27
489
121
752
873
1,362
2022
438
10
26
474
353
353
827
Tom Hargreaves
2023
354
2
21
377
95
575
670
1,047
2022
335
2
20
357
216
216
573
Breon Corcoran
2023
75
75
75
2022
75
75
75
Morgan Seigler
2023
2022
Scott Forbes
2023
75
75
75
2022
75
75
75
Pauline Reader
1
2023
54
54
54
2022
50
50
50
Suzanne Baxter
2
2023
70
70
70
2022
45
45
45
Tamsin Todd
2/
2023
60
60
60
2022
39
39
39
1. Appointed to the Board on 2 December 2021.
2. Appointed to the Board on 4 February 2022.
3. 75% of annual bonuses for the Executive Directors are payable in cash and the remaining 25% in deferred shares, as explained in the relevant section below.
4.
The FY23 value for LTIP reflects the value as at 30 September 2023 of the FY21 LTIP award, which will vest at a level of 100%. The value has been calculated on
the basis of a share price of 707.8 pence, being the average price over the three months ended 30 September 2023. This will be updated in next year’s report to
reflect the value at the point of vesting in February 2024.
5.
Of the total LTIP values for John-Paul Savant and Tom Hargreaves, £114,538 and £87,588 respectively are attributable to share price appreciation since the date
of grant.
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Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
103
Annual Report on Remuneration
Additional information regarding the single total figure
table (audited)
Salary and fees
As disclosed in last year’s Directors’ Remuneration Report, the
salary of John-Paul Savant was increased by 3% with effect
from 1 October 2022 to £450,883. Tom Hargreaves’ salary was
increased by 5.75% to £353,998.
The fees for the Board Chair and the Non-Executive Directors
were set on Admission in 2021. The annual fee for Breon Corcoran
as Board Chair was set at £75,000. For other Non-Executive
Directors, the basic fee was £60,000, with additional fees of
£10,000 paid to each of the Chairs of the Audit and Remuneration
Committees and an additional fee of £5,000 paid to the Senior
Independent Director. These fees were unchanged for FY23.
Morgan Seigler does not receive any fees in respect of his role
as a Non-Executive Director.
Benefits and pensions
Benefits for John-Paul Savant and Tom Hargreaves relate to
private health insurance.
Both Executive Directors received pension contributions at a
level of 6% of basic salary during the financial year under review,
which is in line with the pension contributions available to the
majority of the UK workforce.
Annual bonus for FY23
The annual bonus for FY23 was structured in line with the Directors’ remuneration policy and with the approach taken in prior years.
Performance was again based on adjusted EBITDA and revenue targets, these metrics being two of ATG’s key financial performance
indicators. In line with our normal practice, targets were set on a constant currency basis. Approximately 85% of the Group’s revenue
is in the United States and the Group’s external financing is in US dollars. Movements in exchange rates can therefore have a
significant impact on the reported results of the Group. Setting targets based on constant currency is intended to ensure that
underlying performance is measured and that executives are not rewarded or penalised simply due to currency movements over
the year. The FY23 targets set and the performance achieved are shown below:
Measure
Weighting
Threshold £m
Target £m
Stretch £m
Actual
£m
2
Achievement % of
maximum
opportunity
25% of maximum
1
50% of maximum
1
100% of
maximum
1
Adjusted EBITDA
50%
53.4
59.4
68.3
57.7
43%
Revenue
50%
129.2
136.0
146.2
125.0
0%
1. There is a straight-line payout between these targets.
2.
Actuals reflect target achievement on a constant currency basis, as explained above. The targets were set assuming exchange rates of GBP 1/USD 1.2794/EUR
1.1829, these being the rates reflected in the FY23 internal budget process.
Based on the performance achieved, the total bonus payable is 21.5% of the maximum opportunity. The maximum opportunity was
125% of basic salary for both John-Paul Savant and Tom Hargreaves. Bonuses will be payable to the Executive Directors as set out
below. The Committee believes that the outcome of the bonus, based on the performance achieved, is appropriate and so it has not
needed to adjust the bonus outcome.
Overall annual incentive outcome
% of maximum
% of salary
Payment (£’000)
John-Paul Savant
21.5%
26.9%
121
Tom Hargreaves
21.5%
26.9%
95
Of the total bonus, 75% will be paid in cash (£90,955 for the CEO and £71,419 for the CFO) and the remaining 25% (£30,319 for the
CEO and £23,806 for the CFO) will be deferred into an award over shares under the DSBP to be held for three years.
Malus and clawback provisions apply to the bonus, in line with the Directors’ remuneration policy.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
104
Annual Report on Remuneration
continued
Vesting of FY21 LTIP award (based on performance to 30 September 2023)
The LTIP value included in the single total figure table above relates to the awards granted to the Executive Directors on Admission in February 2021. The vesting of these awards is based on adjusted
diluted EPS targets to be achieved over the period ended 30 September 2023, as set out below.
Performance level
Percentage of award vesting
1
Adjusted diluted EPS growth per
annum (% CAGR)
2
Below “threshold”
0%
Below 14%
“Threshold”
25%
14%
“Stretch”
100%
19%
1. There is straight-line vesting in between these points.
2.
As explained in last year’s Directors’ Remuneration Report, these targets were increased from those originally set to reflect the impact of the acquisition of LiveAuctioneers during the LTIP performance period.
The Remuneration Committee reviewed the performance conditions after the end of FY23. Based on the level of adjusted diluted EPS reported for FY23, the compound annual growth rate over the LTIP
performance period was 28%. As a result, the Committee determined that the LTIP will vest at a level of 100%. The awards will vest in February 2024, three years after the date of grant. In line with the
remuneration policy, the Executive Directors will be required to hold their vested shares for a minimum of two years (other than shares which are required to be sold to pay tax due on vesting).
The awards are summarised in the table below.
Executive
Grant date
Basis of the award
(% of salary)
Threshold vesting
(% of salary)
Number of shares
granted
1
Face value of the
award at grant
(£’000)
Level of vesting
Number of shares
to vest
Value of shares to
vest (£’000)
2
Vest date
John-Paul Savant
26 Feb 21
150%
25%
106,250
637.5
100%
106,250
752
26 Feb 24
Tom Hargreaves
26 Feb 21
150%
25%
81,250
487.5
100%
81,250
575
26 Feb 24
1. The number of shares awarded was calculated on the basis of the Admission price of £6.00.
2. Based on a share price of £7.078, being the average price over the three-month period ended 30 September 2023.
LTIP awards granted during FY23 (audited)
LTIP awards were granted to the CEO and CFO on 15 December 2022 in the form of nil-cost options, as set out in the table below.
Executive
Basis of the award
(% of salary)
1
Threshold vesting
(% of salary)
Number of shares
granted
2
Face value of the
award
(£’000)
Grant date
Vest date
John-Paul Savant
150%
25%
88,589
656.6
15 Dec 22
15 Dec 25
Tom Hargreaves
150%
25%
67,745
502.1
15 Dec 22
15 Dec 25
1.
Based on a management recommendation, the Committee approved the awards on the basis of FY22 basic salary levels. This resulted in a smaller number of shares being granted than if the normal approach of using FY23 basic salary levels had
been followed.
2. The number of shares awarded was calculated on the basis of a share price of £7.412, being the average share price over the five dealing days prior to grant.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
105
Annual Report on Remuneration
continued
These awards will vest subject to continuing employment and the achievement of challenging adjusted diluted EPS targets over the period to 30 September 2025:
Performance level
Percentage of award vesting
1
Adjusted diluted EPS growth per
annum (% CAGR)
Below “threshold”
0%
Below 5%
“Threshold”
25%
5%
“Stretch”
100%
17%
1. There is straight-line vesting in between these points.
Subject to performance, the awards will vest in December 2025, three years after the date of grant. The Directors will be required to hold any vested shares (excluding those sold to pay tax) for a
period of two years following the date of vesting.
LTIP awards granted during FY22
As previously disclosed, LTIP awards were granted to the CEO and CFO in December 2021 in the form of nil-cost options, as set out in the table below.
Executive
Basis of the award
(% of salary)
Threshold vesting
(% of salary)
Number of shares
granted
1
Face value of the
award
(£’000)
Grant date
Vest date
John-Paul Savant
150%
25%
45,410
656.6
10 Dec 21
10 Dec 24
Tom Hargreaves
150%
25%
34,725
502.1
10 Dec 21
10 Dec 24
1. The number of shares awarded was calculated on the basis of a share price of £14.46, being the average share price over the five dealing days prior to grant.
These awards will vest subject to continuing employment and the achievement of challenging adjusted diluted EPS targets over the period to 30 September 2024:
Performance level
Percentage of award vesting
1
Adjusted diluted EPS to be achieved in
FY24
2
Below “threshold”
0%
Below 29.3p
“Threshold”
25%
29.3p
“Stretch”
100%
35.6p
1. There is straight-line vesting in between these points.
2.
As previously disclosed, the targets for the FY22 LTIP award were set on the basis of a pence per share number to be achieved at the end of the performance period in FY24 rather than a CAGR approach. This was done to avoid rebasing FY21
adjusted diluted EPS, which was impacted by one-off financing costs arising as a result of the IPO. The Remuneration Committee determined that the use of FY24 adjusted diluted EPS is more transparent and also takes into account the expected
benefits of the LiveAuctioneers acquisition. As disclosed in last year’s Directors’ Remuneration Report, the specific adjusted diluted EPS targets for this award were amended in FY22 to align with changes to the calculation of adjusted diluted EPS
as used by ATG for wider corporate reporting purposes.
Subject to performance, the awards will vest in December 2024, three years after the date of grant. The Directors will be required to hold any vested shares (excluding those sold to pay tax) for a
period of two years following the date of vesting.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
106
Annual Report on Remuneration
continued
Payments to past Directors/Payments for loss of office (audited)
There were no payments to past Directors or payments for loss of office made during the year.
Statement of Directors’ shareholding and share interests (audited)
The table below includes full details of shares held by each Director (and persons connected with each Director) as at 30 September 2023, including details of share awards which are subject to the
achievement of performance conditions.
During employment, Executive Directors are required to build and maintain a shareholding equivalent to 200% of their base salary. Executive Directors are expected to build up their shareholding over
a five-year period (as a minimum through the retention of at least 50% of the after-tax number of vested share awards). This requirement was met as of 30 September 2023. Post-cessation of
employment, Executive Directors must retain shares to the value of 200% of base salary for a period of two years in accordance with the Directors’ remuneration policy. There are no former Executive
Directors to whom this requirement currently applies.
Director
Beneficially
owned shares on
30 September
2023
Unvested share
awards subject to
performance
conditions
1
Unvested share
awards not
subject to
performance
conditions
2
Options
exercised
in year
Vested
unexercised
share options
Shareholding
requirement
(% of base salary)
Requirement
met?
John-Paul Savant
3,5
2,573,631
240,249
17,262
200%
Yes
Tom Hargreaves
2
1,046,700
183,720
10,561
200%
Yes
Breon Corcoran
729,497
Morgan Seigler
4
Scott Forbes
160,548
Pauline Reader
Suzanne Baxter
3,389
Tamsin Todd
2,773
1. Awards granted as nil-cost options under the LTIP.
2. Awards granted as nil-cost options under the Deferred Share Bonus Plan.
3. Shares also held in the name of spouse (Samantha Savant) and the Savant Discretionary Trust (whose trustees are John-Paul Savant and Samantha Savant).
4. Morgan Seigler is not directly interested in any shares but acts as a representative of TA Associates on the Board.
5. The total figure for the number of beneficially owned shares includes the pre-Admission equity awards summarised below.
As previously disclosed, pre-Admission equity awards were granted to John-Paul Savant and Tom Hargreaves on Admission. John-Paul Savant holds an equity award over 83,409 shares and Tom
Hargreaves holds an equity award over 97,261 shares. These awards were originally granted to them over 1,391 and 1,622 ATG B ordinary shares respectively.
The shares over which the pre-Admission equity awards were granted will be forfeited if the holder leaves the Group for any reason prior to the third anniversary of Admission (other than in cases of
death or a change of control). In normal circumstances the shares must also be held for a further year, until the fourth anniversary of Admission, before they can be sold or otherwise transferred. The
forfeiture and holding periods cease to apply in the event of a change of control.
There has been no change in the Directors’ interests in the ordinary share capital of the Company between 30 September 2023 and the date of this report.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
107
Annual Report on Remuneration
continued
Total Shareholder Return (TSR) performance graph and table of CEO pay
ATG shares were admitted to the London Stock Exchange’s Main Market on 26 February 2021. The chart below shows the TSR performance of £100 invested in ATG from 26 February 2021 (using the
offer price of 600p per share) to 30 September 2023 against the FTSE 250 index. The FTSE 250 index is considered an appropriate comparison as ATG is positioned within this index.
2021
2022
2023
CEO single figure total remuneration (£000s)
580
827
1,362
Annual bonus (as % of maximum opportunity)
100%
64.5%
21.5%
Long-term incentive vesting (as % of maximum opportunity)
N/A
N/A
100%
300
250
200
150
100
50
0
26/02
2021
26/08
2021
26/02
2022
26/02
2023
26/08
2023
26/08
2022
30/09
2023
Auction Technology Group
FTSE 250
Value (£)
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
108
Annual Report on Remuneration
continued
Annual percentage change in remuneration of Directors and employees
The table below shows the year-on-year percentage changes in the pay of the Directors, as required by the reporting regulations,
compared with the average percentage change for employees for the same periods. The Directors’ remuneration for FY23 and FY22
is based on the disclosures in the single total figure tables for these years. Where relevant, we have annualised the single total figure
table disclosures to ensure a meaningful comparison.
FY23 vs FY22
FY22 vs FY21
Director
Salary/fees
Taxable benefits
Annual bonus
Salary/fees
Taxable benefits
Annual bonus
John-Paul Savant
3%
10%
(66%)
3%
43%
(34%)
Tom Hargreaves
1
6%
0%
(56%)
3%
100%
(34%)
Breon Corcoran
0%
0%
Morgan Seigler
Scott Forbes
0%
0%
Pauline Reader
2
8%
Suzanne Baxter
2
0%
Tamsin Todd
2
0%
Employees
Average per employee
3
5%
15%
(58%)
3%
11%
(10%)
1. Year-on-year change for taxable benefits in FY22 vs FY21 reflects absence of taxable benefits in prior financial year.
2.
These Directors were appointed to the Board during FY22 and therefore no comparison with FY21 remuneration is made.
3.
Figures relate to Group as a whole. No figures are shown for the parent company as the only employees of the parent company are the Directors.
CEO pay ratio and wider employee remuneration
As ATG has fewer than 250 UK employees, it is not required by law to include details of total pay for the CEO relative to that of UK
employees at the median, lower quartile and upper quartile. Nevertheless, the Remuneration Committee reviews wider workforce
remuneration when setting the remuneration policy for the Executive Directors.
The Committee remains satisfied that the remuneration for the Directors is appropriate in the context of pay practices more widely
at the Company noting, for example, the focus on performance-related pay throughout the organisation, broad levels of equity
ownership across the business and the alignment of Executive Director pension contributions with the rate applicable to the
majority of the wider workforce. In the UK, US and Germany, the Company has established all-employee share incentive schemes
in which all eligible employees may participate.
As is the norm, levels of incentive opportunity within the wider
organisation are lower than the levels in place for the Executive
Directors. In addition, certain elements of the Directors’
remuneration policy do not apply to others in the organisation.
For example, annual bonuses for other employees are paid
wholly in cash, with no requirement for an element to be
deferred into shares. There is also a minority weighting on
personal non-financial targets in the bonus scheme for
employees below Board level.
Equity awards are an important part of the compensation
packages offered to employees within the organisation,
particularly in reflection of the sector within which the Company
operates and the increasing focus on North America. LTIP awards
are granted to certain other employees normally with a different
structure than is in place for Executive Directors. This is
predominantly in the form of restricted share awards (i.e. nil-cost
options or restricted stock units that are not subject to financial
performance conditions), which often have a different vesting
profile than Directors’ LTIPs, reflective of US market norms and
expectations. This recognises the need for the Company to be
able to offer incentives to employees which are relevant for the
specific commercial circumstances of competing for talent in
the technology sector, particularly in the United States.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
109
Annual Report on Remuneration
continued
Relative importance of spend on pay
The table below shows the Company’s expenditure on employee pay compared to distributions to shareholders for FY22 and FY23.
FY23
£m
FY22
£m
% change
Distributions to shareholders
Overall spend on pay for employees, including Executive Directors
30.6
27.7
11%
Statement of shareholder voting
The table below shows the results of the voting on (1) the Directors’ Remuneration Report resolution at the AGM held on 26 January
2023, and (2) the Directors’ remuneration policy resolution at the AGM held on 25 January 2022.
% Votes for
% Votes against
Votes withheld
(no.)
Directors’ Remuneration Report (2023 AGM)
91.74
8.26
1
Directors’ remuneration policy (2022 AGM)
99.97
0.03
0
Statement of implementation of remuneration policy during FY24
The Annual Statement from the Chair of the Remuneration Committee on pages 94 to 97 explains the context for changes to the
Executive Directors’ basic salary and LTIP awards for FY24. Other aspects of the Directors’ pay for the year ahead remain unchanged.
Base salary
The salaries of the Executive Directors will rise by the following amounts with effect from 1 October 2023.
Executive Director
Salary with effect
from 1 Oct 2022
Salary with effect
from 1 Oct 2023
% increase
John-Paul Savant
£450,883
£485,000
7.6
Tom Hargreaves
£353,998
£415,000
17.2
Pension and benefits
Executive Directors will continue to receive a pension
contribution of 6% of salary, which remains aligned to the rate
currently payable to the majority of the UK workforce. Other
benefits include private medical insurance, permanent health
insurance and life assurance.
Annual bonus
The maximum annual bonus opportunity will be unchanged
at 125% of salary for both the CEO and the CFO.
The performance measures for the FY24 bonus will remain
appropriately challenging and will again be payable subject to
the achievement of targets linked to revenue (50% weighting)
and adjusted EBITDA (50% weighting), measured on a constant
currency basis. The specific targets are currently considered
commercially confidential but full details will be disclosed in
next year’s Directors’ Remuneration Report.
Of the total bonus, 75% will be payable in cash and the
remaining 25% will be deferred into an award over shares
under the DSBP to be held for three years.
Malus and clawback provisions apply in line with the
remuneration policy, as summarised on page 100.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
110
Annual Report on Remuneration
continued
Long Term Incentive Plan
The LTIP award size will be 200% of salary, in line with the limit in the Directors’ remuneration policy.
Performance will be measured over the three-year period ending 30 September 2026. The performance measures will be adjusted
diluted EPS (60% weighting), revenue (30%) and carbon emission reductions (10%). The specific targets are set out below.
Adjusted diluted EPS (60% of award) performance level
Percentage of this element of
award vesting
1
Adjusted diluted EPS growth per
annum (% CAGR)
Below “threshold”
0%
Below 10%
“Threshold”
25%
10%
“Stretch”
100%
22%
Revenue (30% of award) performance level
Percentage of this element of
award vesting
1
Revenue growth per annum (% CAGR)
Below “threshold”
0%
Below 8%
“Threshold”
25%
8%
“Stretch”
100%
21%
Carbon emission reductions (10% of award) performance level
Percentage of this element of
award vesting
1
Reduction in emissions over
performance period
Below “threshold”
0%
Below 26%
“Threshold”
25%
26%
“Stretch”
100%
29%
1 There is straight-line vesting in between these points.
The carbon measure is based on Scope 1 and 2 CO
2
emission reductions (calculated on a tCO
2
e basis) over the three-year period
ending 30 September 2026, using FY23 emissions as the baseline year for calculation. The targets are consistent with ATG’s
previously communicated Science Based Target of reducing absolute Scope 1 and 2 emissions by 42% by 2030 (from a FY22 baseline
year). In the event of any material acquisitions or divestments the Committee retains the right to restate the performance targets so
that they remain similarly challenging having regard to the impact of the corporate activity.
Subject to performance, the awards will vest three years after the date of grant. The Directors will be required to hold any vested
shares (excluding those sold to pay tax) for a period of two years following the date of vesting.
Malus and clawback provisions apply in line with the remuneration policy, as summarised on page 100.
Legacy payments
As stated on page 97, certain legacy payments are expected to
be made in FY24 to a number of continuing employees, including
the Executive Directors. These legacy payments are to be made
as a result of the liquidation of a sub-fund of the Company’s
Employee Benefit Trust (“EBT”) that was established at the time
of the IPO in 2021 and funded with assets accumulated pre-IPO
(during the Company’s period of private equity ownership).
Prior to the IPO, the EBT facilitated the making of pre-IPO equity
awards to beneficiaries of the sub-fund out of sweet equity that
had been allocated to management by the private equity
investors. However, not all of the assets in the sub-fund were
allocated to beneficiaries on IPO. Given February 2024 will be
three years since the Company’s IPO it has been agreed that the
legacy sub-fund should be wound up by the trustee in February
2024 and the assets of the sub-fund (circa £3.7m in value) be
distributed to its beneficiaries.
The assets held in the sub-fund are held for the benefit of
pre-IPO employees of the Company and the terms on which
such assets are to be shared were agreed with the trustee of
the EBT pre-IPO. It is expected that cash distributions will be
made by the EBT to approximately 25 employees, including the
Executive Directors, at nil cost to the Company. To the extent
that the distributions give rise to employment tax liabilities,
these will be withheld from the payments made to beneficiaries
and/or settled out of the assets by the trustee of the EBT, also
at no cost to the Company.
The payments to the Executive Directors are expected to be
c.£1m each. The exact payments to the CEO and CFO will be
finalised at the time the sub-fund is wound up. The payments
are expected to be made during FY24 and will be disclosed in
next year’s Directors’ Remuneration Report. The payments will
be made pursuant to the legacy payment provision contained
within the Directors’ remuneration policy. No shareholder
approval is required for the payments.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
111
Annual Report on Remuneration
continued
Non-Executive Director remuneration
As stated in last year’s Directors’ Remuneration Report, the
fees for the Non-Executive Directors have been reviewed. The
Remuneration Committee (excluding the Board Chair) reviewed
the fee for the Board Chair, and the Board (excluding the
Non-Executive Directors) reviewed the fees for the Non-Executive
Directors. These fee reviews have taken place to ensure that the
remuneration paid to the Non-Executive Directors is appropriate
in the context of the growth of ATG since the IPO in 2021 as
well as the fees payable at other companies of a similar size
and complexity.
Following the reviews, a new fee level has been determined for
the Board Chair. The Committee has agreed to move his fee to a
level more appropriate for ATG at the current time, and more in
line with standard market rates. His fee of £75,000 (unchanged
since the IPO) is therefore increasing to £200,000, which is
closer to typical FTSE 250 levels and a fairer reflection of his
time commitment and contribution. The Committee recognises
that the level of increase is significant and has therefore agreed
a phased approach such that the Board Chair’s fee will increase
to £150,000 for FY24, £175,000 for FY25 and finally to £200,000
for FY26. Other Non-Executive Director fees have been reviewed
by the Board and will remain unchanged for FY24.
The fees payable to the Non-Executive Directors for FY24 are
set out below.
Non-Executive Director
Fee
Chair of the Board
£150,000
Non-Executive Director base fee
£60,000
Senior Independent Director
£5,000
Audit Committee Chair’s fee
£10,000
Remuneration Committee Chair’s fee
£10,000
This report was approved by the Board of Directors and signed
on its behalf by:
Sco Forbes
Chair of the Remuneration Committee
30 November 2023
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
112
Annual Report on Remuneration
continued
The Directors present their report, together with the audited
Consolidated Financial Statements and auditor’s report for the
year ended 30 September 2023.
Auction Technology Group plc is a public limited company
incorporated in the United Kingdom and registered in England
& Wales with registered number 13141124. The Company acts
as a holding company for the Group of subsidiaries. A list of
its subsidiary companies is set out in note 25 on page 159.
This Directors’ Report should be read in conjunction with the
other sections of this Annual Report as detailed below to fulfil
these requirements which are incorporated into the Directors’
Report by reference. In accordance with section 414C(11) of the
Companies Act 2006 and the Companies (Miscellaneous
Reporting) Regulations 2018 the Board has included
certain disclosures in other sections of the Annual Report
set out below:
Topic
Section of report
Pages
Strategy and future developments
Chief Executive Officer’s Statement
Strategic Report
09–10
02–68
Diversity and inclusion
Nomination Committee Report
Sustainability Report
90–93
44–68
Risk management
Risk Management within Strategic Report
28–29
Going concern
Chief Financial Officer’s Review
Financial Statements
23–27
125–159
Viability statement
Viability Statement
34
Employee matters, disabled employees
and employee engagement
Sustainability Report
Stakeholder Engagement and s.172 Statement
44–68
35–43
Climate-related financial disclosures, greenhouse gas and carbon
emissions, energy consumption and energy efficiency action
Strategic Report
Sustainability Report
02–68
44–68
Business relationships with suppliers, customers and other
stakeholder engagement
Stakeholder Engagement and s.172 Statement
35–43
Corporate governance
Corporate Governance Report
69–78
Internal controls
Audit Committee Report
82–89
Financial instruments
Financial Statements
125–159
Statement of Directors’ Responsibilities
Statement of Directors’ Responsibilities
117
Directors’ interests
Directors’ Remuneration Report
94–112
Employee share plans
Directors’ Remuneration Report
94–112
Listing Rule 9.8.4R disclosures
The following sets out where disclosures required in compliance with Listing Rule 9.8.4R are located. There are no other disclosures
to be made under Listing Rule 9.8.4.
Topic
Section of report
Pages
Details of long-term incentive schemes
Directors’ Remuneration Report
94–112
Non pre-emptive issues of equity for cash
(including major subsidiaries)
Financial Statements (Notes 20 and 21)
153–154
Energy and carbon reporting
The Group’s energy and carbon disclosures are detailed in the Sustainability Report on pages 44 to 60.
Engagement with employees, suppliers, customers and others
The Group’s engagement with its stakeholders is detailed in the Stakeholder Engagement section of the Strategic Report on
pages 35 to 43.
Research and development
The Group is engaged in various research and development activities regarding innovation and enhancing its technology applications.
These are set out in the Strategic Report on pages 09 to 10.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
113
Directors’ Report
Compliance with the UK Corporate Governance
Code 2018
The Disclosure Guidance and Transparency Rules (“DGTR”)
require certain information to be included in a corporate
governance statement in the Directors’ Report. The Corporate
Governance Report is incorporated by reference and includes
details of our compliance with the Code. Our statement includes
a description of the main features of our internal control and risk
management systems in relation to the financial reporting
process and forms part of this Directors’ Report.
Dividend
The Directors do not propose the payment of a dividend (FY22: nil).
Branches
In accordance with the Companies Act 2006, the Board confirms
that there were no branches of the Company or its subsidiaries
during the financial year.
Board of Directors
The names of the Directors who, at any time during the
financial year, were directors of the Company, are set out below.
Further details about each Director are given on pages 79 to 81
of this report.
Name
Position
Date of
appointment
Breon Corcoran
Chair
25 January 2021
John-Paul Savant
Chief Executive Officer
25 January 2021
Tom Hargreaves
Chief Financial Officer
25 January 2021
Scott Forbes
Senior Independent
Non-Executive Director
26 February 2021
Suzanne Baxter
Independent
Non-Executive Director
4 February 2022
Pauline Reader
Independent
Non-Executive Director
2 December 2021
Morgan Seigler
Non-Executive Director
18 January 2021
Tamsin Todd
Independent
Non-Executive Director
4 February 2022
There have been no changes in the composition of the Board
between 30 September 2023 and the date of this report.
All Directors will retire, and being eligible, offer themselves
for re-election at the forthcoming AGM.
Directors’ interests in the share capital and equity of the
Company as at 30 September 2023 are contained in the
Directors’ Remuneration Report on page 94.
Pursuant to the Relationship Agreement with TA Associates,
through its sub-funds TA XIII-A, L.P., TA XIII-B, L.P., TA Investors
XIII, L.P., TA Investors IV EU AIV, L.P. and TA Subordinated Debt
Fund IV, L.P (“TA Associates”) that the Company entered into
on 17 February 2021, the Company agrees to appoint one
Non-Executive Director nominated by TA Associates to the
Board for so long as TA Associates owns in aggregate more than
10% of the issued ordinary share capital in the Company. Morgan
Seigler is the TA Associates nominated Non-Executive Director.
All other Directors are appointed in their personal capacity.
Directors’ insurance and indemnity provisions
The Company maintains Directors’ and Officers’ insurance in
respect of any liabilities arising from the performance of their
duties. In addition, during the financial year ended 30 September
2023 and to the date of this report, the Directors have had the
benefit of qualifying third-party indemnities under which the
Company has agreed to indemnify the Directors, to the extent
permitted by law and by the Company’s Articles of Association,
against any liabilities they may incur in the execution of their
duties as directors of the Company or of its subsidiaries. There
were no qualifying pension scheme indemnity provisions in force
during the 2023 financial year for the Company’s Directors.
Directors’ interests in contracts and conflicts of interest
No member of the Board had a material interest in any contract
of significance with the Company, or any of its subsidiaries, at
any time during the period. Directors are required to notify the
Company of any conflict or potential conflict of interest.
Capital structure and shareholder voting rights
The shares in issue as at 29 November 2023, being the latest
practicable date prior to the publication of this report consisted
of 121,641,412 ordinary shares of 0.01 pence each.
The changes in the Company’s issued share capital during the
financial year are detailed in note 20 to the Consolidated
Financial Statements.
Rights and obligations of ordinary shares
Holders of ordinary shares are entitled to attend and speak at
general meetings of the Company and to appoint one or more
proxies or, if the holder of shares is a corporation, one or more
corporate representatives.
On a show of hands, each holder of ordinary shares who is
present in person or by proxy/corporate representative shall
have one vote.
There are no restrictions on voting rights or the transfer
of shares in the Company and the Company is not aware
of agreements between holders of securities that result in
such restrictions.
Powers of the Company to purchase own shares
At the AGM held in January 2023, shareholders passed a special
resolution in accordance with the Act to authorise the Company
to make market purchases of its own ordinary shares up to a
maximum of 12,059,932 ordinary shares, representing 10% of the
Company’s issued ordinary share capital as at 8 December 2022.
No shares have been purchased under this authority. The
authority will expire at the conclusion of the Company’s AGM in
January 2024, when the Company intends to seek a renewal.
Shares held by Employee Benefit Trust
The Employee Benefit Trust (“EBT”) is a discretionary
employee benefit trust constituted by a trust deed entered
into on 12 February 2020 between Auction Topco Limited and
Zedra Trust Company (Guernsey) Limited, independent offshore
professional trustees (the “Trustee”). The Company succeeded
Auction Topco Limited as the settlor of the EBT under a deed
of succession entered into on 25 February 2021. The EBT is
operated as an employee share scheme within the meaning of
Section 1166 of the Companies Act 2006, with the purpose of
encouraging and facilitating the holding of shares by bona fide
employees of the Company (which for these purposes includes
the Executive Directors) and its subsidiaries, former employees
and certain of their relatives or for their benefit.
Shares held by the Company’s EBT rank pari passu with the
other shares in issue and have no special rights. Voting rights
and rights of acceptance of any offer relating to the shares held
in the Trust rests with the Trustees, who may take account of
any recommendation from the Company.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
114
Directors’ Report
continued
Relationship Agreement
The Relationship Agreement, which was entered into on
17 February 2021, complies with the requirements of the Listing
Rules and remains effective whilst TA Associates holds at least
10% of the voting rights of the Company. As at 30 September
2023 TA Associates held 17.63% of the issued share capital of
the Company.
The Board is satisfied that the Company has complied with the
independence provisions included in the Relationship Agreement
during the period ended 30 September 2023:
Transactions and arrangements between the Company and
TA Associates are and will be, at arm’s length and on normal
commercial terms.
Neither TA Associates nor any of its associates will take any
action that would have the effect of preventing the Company
from complying with its obligations under the LR, the DGTR,
the requirements of the London Stock Exchange, the Financial
Services and Markets Act, Market Abuse Regulation or the
Articles of Association.
Neither TA Associates nor any of its associates will propose,
or procure the proposal of, a shareholder resolution that is
intended or appears to be intended to circumvent the proper
application of the LR.
As far as the Company is aware, such provisions have been
complied with during the period ended 30 September 2023
by TA Associates.
Substantial shareholdings
The table below sets out those shareholders that have notified
the Company of their direct or indirect interest in 3% or more
of the issued share capital of the Company in accordance with
Rule 5 of the DGTR as at 29 November 2023 being the latest
practicable date prior to the publication of this report:
Shareholder
Holding
% Voting
rights
TA Associates Management, L.P.
Indirect
17.61
1
BlackRock, Inc.
Indirect
9.85
2
The Capital Group Companies, Inc.
Indirect
7.97
1
Jupiter Asset Management Limited
Indirect
6.46
1
Ameriprise/Threadneedle
Indirect
5.05
2
Invesco Ltd
Indirect
4.34
1
abrdn plc
Indirect
3.99
1
Royal London Asset Management
Indirect
3.37
1
The Vanguard Group Inc.
Indirect
3.29
1
1. Based on total voting rights of 121,641,412 as at 29 November 2023.
2.
Information provided to the Company pursuant to Rule 5 of the DGTR
published on a Regulatory Information Service and on the Company’s website.
Change in control
The Company is required to disclose any significant agreements
which take effect, alter or terminate upon a change of control
of the Company. In common with many other companies, the
Group’s bank facility is terminable upon change of control of
the Company. In addition, the Relationship Agreement with
TA Associates would also cease to be effective on a change
of control.
In the event of a change of control of the Company, unvested LTIP
awards will vest and become exercisable for a period of six months
following the change of control to the extent determined by the
Remuneration Committee in its absolute discretion. When making
its decision, the Remuneration Committee will consider the
period of time the award has been held by the participant and the
extent to which the performance conditions have been achieved.
Where appropriate, and with the agreement of the acquiring
company, the Committee may specify that unvested awards will
not become exercisable as a result of the change of control and
instead they will be exchanged (in whole or in part) for awards over
shares in the acquiring company. Different decisions can be taken
in respect of different grants of awards held by the participant.
Holders of the pre-Admission equity awards will forfeit their
shares for no payment if they leave the Group for any reason
prior to the third anniversary of Admission (other than in the
case of their death or the sale of the company or business that
they work for out of the Group). In normal circumstances, the
shares must also be held for a further year until the fourth
anniversary of Admission, before they can be sold or otherwise
transferred. If there is a corporate event resulting in the change
of control of the Company, the forfeiture and holding periods
will cease to apply.
There are no agreements between the Company and its
Directors or employees that provide for compensation for loss
of office or employment because of a takeover bid other than
for payment for loss of office as detailed on page 101.
Anti-takeover devices
We do not have any devices which would limit the ability to
perform a takeover of Auction Technology Group plc. This
includes devices which would limit share ownership and/or issue
new capital for the purpose of limiting or stopping a takeover.
Modern Slavery Statement
The Company’s Modern Slavery Statement is reviewed and
approved by the Board annually and published on our corporate
website, in line with Section 54(1) of the Modern Slavery Act
2015. The statement covers the activities of the Company and
its subsidiaries and details policies, processes and actions we
have taken to ensure that slavery and human trafficking are not
taking place in our supply chains or any part of our business.
More information on our statement can be found on our website
www.auctiontechnologygroup.com.
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Annual Report 2023
115
Directors’ Report
continued
Articles of Association
The rules governing the appointment and removal of Directors
are contained in the Company’s Articles of Association. Changes
to the Articles of Association must be approved by a special
resolution of the shareholders. The powers of Directors are
described in the Matters Reserved for the Board document
and the Articles of Association, both of which can be found
on our website.
Political donations
It is not the policy of the Company, or its subsidiaries, to make
political donations as contemplated by the Companies Act
and no donations were made by the Company to any political
party during the year. However, the application of the relevant
provisions of the Companies Act is very wide in nature and
normal business activities of the Company, which might not
be considered political donations or expenditure in the usual
sense, may possibly be construed as political expenditure
and fall within the restrictions of the Act. This could include
sponsorships, subscriptions, payment of expenses and support
for bodies representing the community. The Board therefore
intends to renew shareholder authority at the Company’s AGM
to ensure that the Company does not inadvertently breach
these provisions.
Post balance sheet events
There were no events after the balance sheet date.
Disclosure of information to the auditor
Each of the persons who is a Director at the date of approval
of this Annual Report confirms that:
so far as the Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware; and
the Director has taken all the steps that he/she ought to have
taken as a Director in order to make himself/herself aware of
any relevant audit information and to establish that the
Company’s auditor is aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the Companies
Act 2006.
Auditor
Deloitte LLP will resign as auditor of the Group following the
completion of the audit of the financial year ended 30 September
2023. The Board recommends to shareholders for approval the
appointment of Ernst & Young LLP at the forthcoming AGM,
following a competitive tender process conducted during FY23.
Annual General Meeting
The Company’s AGM will be held at the office of Travers Smith
LLP, 10 Snow Hill, London EC1A 2AL on 30 January 2024. The
Notice of AGM accompanies this report as a separate document.
Shareholders may requisition a general meeting of the Company,
ask for a resolution to be tabled at the AGM or require the
circulation of a members’ statement in accordance with the
requirements and procedure set out in the Companies Act 2006.
This report was approved by the Board of Directors on
30 November 2023 and signed on its behalf by:
Jayne Meacham
Company Secretary
30 November 2023
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Annual Report 2023
116
Directors’ Report
continued
Statement of Directors’ responsibilities in respect
of the Annual Report and Financial Statements
The Directors are responsible for preparing the Annual Report
and the Financial Statements of the Group and Company in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
are required to prepare the Group Financial Statements in
accordance with United Kingdom adopted International
Accounting Standards and with the requirements of the
Companies Act 2006. The Directors have chosen to prepare
the parent Company Financial Statements in accordance with
United Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards and applicable law), including
FRS 101 “Reduced Disclosure Framework” and the Companies
Act 2006. Under company law the Directors must not approve
the financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Company and
of the profit or loss of the Company for that period.
In preparing the parent Company Financial Statements, the
Directors are required to:
select suitable accounting policies and then apply them
consistently;
make judgements and accounting estimates that are
reasonable and prudent;
state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Group will
continue in business.
In preparing the Group Financial Statements, International
Accounting Standard 1 requires that Directors:
properly select and apply accounting policies;
present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and
understandable information;
provide additional disclosures when compliance with the
specific requirements of the financial reporting framework
are insufficient to enable users to understand the impact
of particular transactions, other events and conditions on
the entity’s financial position and financial performance; and
make an assessment of the Company’s ability to continue
as a going concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure
that the Financial Statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of
the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company’s website. Legislation in the United Kingdom governing
the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
Responsibility statement of the Directors in respect
of the annual financial report
We confirm that to the best of our knowledge:
the Financial Statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company and the undertakings included in the
consolidation taken as a whole;
the Strategic Report includes a fair review of the development
and performance of the business and the position of the
Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal
risks and uncertainties that they face; and
the Annual Report and Financial Statements, taken as a
whole, are fair, balanced and understandable and provide the
information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
This responsibility statement was approved by the Board of
Directors on 30 November 2023 and is signed on its behalf by:
John-Paul Savant
Tom Hargreaves
Chief Executive Officer
Chief Financial Officer
30 November 2023
30 November 2023
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Annual Report 2023
117
Directors’ Responsibilities
Independent Auditor’s Report to the Members of Auction Technology Group plc
Report on the audit of the Financial Statements
1.
Opinion
In our opinion:
the Financial Statements of Auction Technology Group plc (the ‘parent Company’) and its
subsidiaries (the ‘Group’) give a true and fair view of the state of the Group’s and of the parent
Company’s affairs as at 30 September 2023 and of the Group’s profit for the year then ended;
the Group Financial Statements have been properly prepared in accordance with United
Kingdom adopted International Accounting Standards, and International Financial Reporting
Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”);
the parent Company Financial Statements have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard
101 “Reduced Disclosure Framework”; and
the Financial Statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the Financial Statements which comprise:
the Consolidated Statement of Profit or Loss and Other Comprehensive Income or Loss;
the Consolidated and parent Company Statements of Financial Position;
the Consolidated and parent Company Statements of Changes in Equity;
the Consolidated Statement of Cash Flows;
the related notes 1 to 25 to the Consolidated Financial Statements; and
the related notes 1 to 10 the Company Financial Statements.
The financial reporting framework that has been applied in the preparation of the Group
Consolidated Financial Statements is applicable law and United Kingdom adopted International
Accounting Standards and IFRSs as issued by the IASB. The financial reporting framework that has
been applied in the preparation of the parent Company Financial Statements is applicable law
and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”
(United Kingdom Generally Accepted Accounting Practice).
2.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the
auditor’s responsibilities for the audit of the Financial Statements section of our report.
We are independent of the Group and the parent Company in accordance with the ethical
requirements that are relevant to our audit of the Financial Statements in the UK, including the
Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. The non-audit services provided to the Group and parent Company for the year
are disclosed in note 6 to the Financial Statements. We confirm that we have not provided any
non-audit services prohibited by the FRC’s Ethical Standard to the Group or the parent Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
3.
Summary of our audit approach
Key audit maers
The key audit matters that we identified in the current year were:
Risk of impairment to goodwill
Revenue recognition – auction fixed fees
Within this report, key audit matters are identified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality
The materiality that we used for the Consolidated Financial Statements
was £1,620,000 which was determined on the basis of a blend of 3% of
adjusted earnings before interest tax, depreciation, and amortisation
(adjusted EBITDA – refer to note 3) and 5% of profit before tax.
Scoping
Four components were subject to full scope audits and three
components were subject to specified audit procedures. These
components provided coverage which totals 90% of the Group’s adjusted
EBITDA, 90% of revenue and 96% of net assets. All work performed on
components was performed by the Group audit team.
Significant changes
in our approach
We identified a new key audit matter this year relating to revenue
recognition, with a focus on auction fixed fee revenue given the increase
seen in this balance compared to the prior year.
In the prior year we identified key audit matters related to the acquisition
of LiveAuctioneers and functional currency. These are no longer
considered as key audit matters as the level of audit effort involved in
appropriately addressing these risks is not the most significant in our audit.
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Annual Report 2023
118
Independent Auditor’s Report to the Members of Auction Technology Group plc
continued
4.
Conclusions relating to going concern
In auditing the Financial Statements, we have concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the Financial Statements is appropriate.
Our evaluation of the Directors’ assessment of the Group’s and parent Company’s ability
to continue to adopt the going concern basis of accounting included:
assessing as part of our risk assessment the nature of the Group and its business model and
related risks including where relevant, the effect of the current macro economic uncertainty;
obtaining an understanding of the relevant controls implemented by the Directors during the
going concern assessment;
challenging the underlying data and key assumptions used to make the assessment as well
as evaluating the Directors’ plans for future actions;
understanding financing facilities including assessing forecast compliance with interest cover
ratio covenants;
understanding how the going concern model mirrors the business model and the forecasts used
to assess impairments testing;
assessing the maturity profile of the Company debt and the liquidity for the going concern
period;
performing sensitivity analysis based on the contradictory evidence, including consideration
of market, latest third-party economic forecasts; and
assessing the appropriateness of the going concern disclosures made in the Financial Statements.
Based on the work we have performed, we have not identified any material uncertainties relating
to events or conditions that, individually or collectively, may cast significant doubt on the Group's
and parent Company’s ability to continue as a going concern for a period of at least twelve
months from when the Financial Statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation to the Directors’ statement in the
Financial Statements about whether the Directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report.
5.
Key audit maers
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the Financial Statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud) that we identified. These
matters included those which had the greatest effect on the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the Financial Statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
5.1
Risk of impairment to goodwill
Key audit maer
description
Goodwill on the balance sheet at 30 September 2023 is £474m
(FY22: £489m). As required by IAS 36 Impairment of assets (“IAS 36”)
management performs an impairment review for all goodwill balances
on an annual basis and for other assets whenever an indication of
impairment is identified. This review identified the following groups
of Cash Generating Units (“CGUs”):
Arts & Antiques (“A&A”) (goodwill £299m)
Industrial & Commercial (“I&C”) (goodwill £155m)
Auction Services (goodwill £20m)
Impairment of goodwill and acquired intangibles has been identified
as a key audit matter as a result of the quantitative significance of the
balances, and the application of management judgement and estimation
in performing impairment reviews, specifically with respect to:
the selection of the appropriate methodology (fair value less costs to sell
or value in use) in determining recoverable amount for each group of CGUs;
the forecasted future cash flows, especially future cash flows resulting
from payments and shipping revenue in the A&A CGU; and
determination of the appropriate discount and growth rates to be used
in the model.
Further details are included in notes 2, 11 and 12 to the Consolidated
Financial Statements in relation to business combinations. Refer to the
Audit Committee Report on page 85.
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Annual Report 2023
119
Independent Auditor’s Report to the Members of Auction Technology Group plc
continued
How the scope of our
audit responded to
the key audit maer
We obtained an understanding of the relevant controls over
management’s review of the forecast, goodwill impairment model and
the review of discount rates applied, which is performed annually.
Our audit procedures included, but are not limited to the following:
performing sensitivity analyses and risk assessments to determine
the level of risk in management’s model;
obtaining an understanding of the relevant key controls relating to
the impairment process;
assessing the integrity of management’s impairment model through
testing of the mechanical accuracy and the application of the input
assumptions;
evaluating the process management undertook to prepare the cash flow
forecasts in their impairment models including agreement with the
latest Board-approved plans and management approved forecasts;
challenging the cash flow projections through assessing the accuracy
of historical budgeting by comparing them with actual performance
and independent evidence to support any significant expected future
changes to the business assessing the allocation of goodwill to CGUs
against the requirements of IAS 36;
involving internal valuation specialists to independently assess the
appropriateness of the discount rates used; and
assessing the disclosures included in the Financial Statements, including
the sensitivity analysis disclosures required by both IAS 36.
Key observations
Based on our procedures performed, we are satisfied goodwill
is appropriately stated and concluded that the disclosure in the
Financial Statements in relation to the impairment assessment
of goodwill is appropriate.
5.2 Revenue recognition – auction fixed fees
Key audit maer
description
The Group has recognised total revenue of £135.2m for the year ended
30 September 2023 (FY22: £119.8 m). Revenue is generated from
marketplace revenues, auction services revenues and content related
services as detailed in note 1.
Revenue increased 13% compared to prior year as a result of higher
auction fixed fees and the roll out of value-added services, the acquisition
of ESN and a foreign exchange benefit.
Auction fixed fees are fees charged to auction houses for the use of the
different ATG online platforms, typically sold on a pay-as-you-go or a
subscription basis. These fees charged to customers are based upon
contracts that will vary for each customer based upon the number of
auctions hosted on different ATG platforms, and the specific rate charged
per auction.
Given the increase seen in this revenue balance compared to the prior
year and the manual nature of the internal controls in this area, we have
pinpointed our key audit matter to the risk that auction fixed fees
revenues are recorded for events that have not occurred.
Further details are included in notes 2, 4 and 5 to the Consolidated
Financial Statements in relation to revenue.
How the scope of our
audit responded to
the key audit maer
We obtained an understanding of the relevant controls over auction fixed
fees revenue relating to the approval of contractual rates.
Our audit procedures included, but were not limited to the following:
understanding the revenue streams susceptibility to fraud;
performed tests of detail on the fixed fee revenue stream where we
inspected the underlying contracts, invoices, receipt of funds, and
agreed the transactions to the auction platforms;
assessing post year end credit notes listings to determine whether
auction fixed fees are overstated;
assessing the disclosures provided in the Financial Statements in
relation to revenue recognition against the requirements of IFRS 15.
Key observations
Based on our procedures performed, we are satisfied that the occurrence
of auction fixed fee revenue for the year ended 30 September 2023
is appropriate.
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Annual Report 2023
120
Independent Auditor’s Report to the Members of Auction Technology Group plc
continued
6. Our application of materiality
6.1 Materiality
We define materiality as the magnitude of misstatement in the Financial Statements that makes
it probable that the economic decisions of a reasonably knowledgeable person would be changed
or influenced. We use materiality both in planning the scope of our audit work and in evaluating
the results of our work.
Based on our professional judgement, we determined materiality for the Financial Statements as
a whole as follows:
Group Financial Statements
Parent Company Financial
Statements
Materiality
£1,620,000 (FY22: £1,320,000)
£1,458,000 (FY22: £1,188,000)
Basis for
determining
materiality
Using professional judgement, we
determined materiality to be £1,620,000
based on a blended assessment of 3%
of adjusted EBITDA and 5% of profit
before tax.
We also considered revenue as a
supporting benchmark.
In the prior year, we determined
materiality based on a blended
assessment of 4% of adjusted EBITDA
and 5% of profit before tax.
Consistent with the prior year,
we determined materiality based
on net assets, which was then
capped at 90% of Group
materiality in order to address
the risk of aggregation when
combined with other components.
Rationale for the
benchmark applied
We based materiality on a profit before
tax metric as this is considered most
relevant to the investors and analysts.
The adjusted EBITDA metric was applied
as this is the measure used by the
Directors to assess the trading
performance of the Group’s businesses
and is the measure of segment profit.
The Company acts principally as
a holding company and therefore
net assets is a key measure for
this business.
6.2 Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that,
in aggregate, uncorrected and undetected misstatements exceed the materiality for the Financial
Statements as a whole.
Group Financial Statements
Parent Company Financial Statements
Performance
materiality
70% (FY22: 70%) of group
materiality
70% (FY22: 70%) of parent company
materiality
Basis and rationale
for determining
performance
materiality
In determining performance materiality, we primarily considered our risk
assessment of the Group’s overall control environment, the history of
aggregated prior period adjustments and our assessment of the
competence of key management and accounting personnel.
6.3 Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences
in excess of £0.08m (FY22: £0.07m), as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure
matters that we identified when assessing the overall presentation of the Financial Statements.
7.
An overview of the scope of our audit
7.1
Identification and scoping of components
Our Group audit was scoped by obtaining an understanding of the Group and its environment,
including Group-wide controls, and assessing the risks of material misstatement at the Group level.
We performed scoping of the Group components using relevant benchmarks such as adjusted
EBITDA and revenue to determine which entities we consider to be significant components. We
considered all components that contribute in excess of 15% (FY22: 15%) of the benchmarks to be
significant and require full audit procedures (“full audit scope”). Four components have been
identified as significant and full audit procedures were performed. Specified audit procedures
have been performed on three components.
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Annual Report 2023
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Independent Auditor’s Report to the Members of Auction Technology Group plc
continued
Coverage from full scope components and specified audit procedures totals 90% (FY22: 92%) of
the Group’s adjusted EBITDA, 90% (FY22: 91%) of revenue and 96% (FY22: 80%) of net assets. All
procedures were completed by the Group engagement team, we did not engage the use of
component auditors.
At the Group level we also tested the consolidation process and carried out analytical procedures
to confirm our conclusion that there were no significant risks of material misstatement of the
aggregated financial information of the remaining components not subject to audit.
Net asset
Revenue
Adjusted
EBITDA
76%
14%
85%
10%
91%
5%
4%
10%
Full audit scope
Specified audit
procedures
Review at group level
5%
7.2 Our consideration of the control environment
We involved IT specialists to test the general IT controls over the key IT systems. We obtained
an understanding of controls over revenue, the financial close and reporting and management’s
review of judgements and estimates. As described in the Audit Committee Report on page 88
there are IT control findings that still need to be remediated and there is work ongoing to align
the systems of financial control across the Group. As such, we have not taken a control reliance
approach as the control environment has deficiencies which management still need to address.
7.3 Our consideration of climate-related risk
This is the Group’s second year reporting on climate-related issues in line with the Task Force on
Climate-related Financial Disclosures (“TCFD”) framework. Management considered the principal
risks and uncertainties facing the Group and factored climate change into their risk assessment
where they considered transitional, physical, and investor-related risks and opportunities, across
the Group’s value chain. This is set out in the Sustainability Report on page 48 to 50. The
environmental impact and carbon footprint is considered to be low since the Group is a provider
of digital marketplace technology. Based on the nature of the Group’s operations, it has been
assessed that climate change actually presents opportunities for the Group. As explained in note 1
in preparing the Consolidated Financial Statements management has considered the impact of
climate change, particularly in the context of the disclosures included in the Strategic Report this
year. These considerations did not have a material impact on the financial reporting judgements
and estimates. This is consistent with our evaluation of the climate related risks facing the Group.
In addition, we have:
performed our own qualitative risk assessment of the potential impact of climate change on
the Group’s account balances and classes of transaction and did not identify any reasonably
possible risks of material misstatement;
involved our Environmental Social and Governance (“ESG”) specialists in assessing the TCFD
on pages 48 to 50 against the recommendations of the TCFD framework and disclosures. Our
procedures consisted solely of considering whether they are materially inconsistent with the
Financial Statements, or our knowledge obtained in the course of the audit. We have not been
engaged to provide assurance over the accuracy of these disclosures.
8. Other information
The other information comprises the information included in the annual report other than the
Financial Statements and our auditor’s report thereon. The Directors are responsible for the other
information contained within the annual report.
Our opinion on the Financial Statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the Financial Statements, or our knowledge obtained
in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required
to determine whether this gives rise to a material misstatement in the Financial Statements
themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
9.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible
for the preparation of the Financial Statements and for being satisfied that they give a true and
fair view, and for such internal control as the Directors determine is necessary to enable the
preparation of Financial Statements that are free from material misstatement, whether due
to fraud or error.
In preparing the Financial Statements, the Directors are responsible for assessing the Group’s
and the parent Company’s ability to continue as a going concern, disclosing as applicable, matters
related to going concern and using the going concern basis of accounting unless the Directors
either intend to liquidate the Group or the parent Company or to cease operations, or have no
realistic alternative but to do so.
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Annual Report 2023
122
Independent Auditor’s Report to the Members of Auction Technology Group plc
continued
10. Auditor’s responsibilities for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these Financial Statements.
A further description of our responsibilities for the audit of the Financial Statements is located on
the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
11.
Extent to which the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our procedures
are capable of detecting irregularities, including fraud is detailed below.
11.1 Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including
fraud and non-compliance with laws and regulations, we considered the following:
the nature of the industry and sector, control environment and business performance including
the design of the Group’s remuneration policies, key drivers for Directors’ remuneration, bonus
levels and performance targets;
results of our enquiries of management, internal audit, the legal function including the Group’s
general counsel, Directors and the audit committee about their own identification and
assessment of the risks of irregularities, including those that are specific to the Group’s sector;
any matters we identified having obtained and reviewed the Group’s documentation of their
policies and procedures relating to:
– identifying, evaluating and complying with laws and regulations and whether they were aware
of any instances of non-compliance;
– detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected, or alleged fraud;
– the internal controls established to mitigate risks of fraud or non-compliance with laws
and regulations;
the matters discussed among the audit engagement team and relevant internal specialists,
including tax, valuations and IT specialists regarding how and where fraud might occur in the
Financial Statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist
within the organisation for fraud and identified the greatest potential for fraud in the following
area: revenue recognition of auction fixed fees. In common with all audits under ISAs (UK), we are
also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group
operates in, focusing on provisions of those laws and regulations that had a direct effect on the
determination of material amounts and disclosures in the Financial Statements. The key laws
and regulations we considered in this context included the UK Companies Act, Listing Rules, tax
legislation in the Group’s various jurisdiction and pensions legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect
on the Financial Statements but compliance with which may be fundamental to the Group’s
ability to operate or to avoid a material penalty. These included the General Data Protection
Regulations, UK Bribery Act, employment law, health and safety, Energy and Carbon regulations,
USA Firearms legislation, Laws around sale of Nazi memorabilia in Germany, Restrictions of ivory
items and Competition law in the Group’s various jurisdiction.
11.2 Audit response to risks identified
As a result of performing the above, we identified revenue recognition of auction fixed fees as a
key audit matter related to the potential risk of fraud. The key audit matters section of our report
explains the matter in more detail and also describes the specific procedures we performed in
response to that key audit matter.
In addition to the above, procedures to respond to risks identified included the following:
reviewing the Financial Statement disclosures and testing to supporting documentation to
assess compliance with provisions of relevant laws and regulations described as having a direct
effect on the Financial Statements;
enquiring of management, the Audit Committee, in-house and external legal counsel concerning
actual and potential litigation and claims;
performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud;
reading minutes of meetings of those charged with governance;
in addressing the risk of fraud through management override of controls, testing the
appropriateness of journal entries and other adjustments; assessing whether the judgements
made in making accounting estimates are indicative of a potential bias; and evaluating the
business rationale of any significant transactions that are unusual or outside the normal course
of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members including internal specialists and remained alert to any indications
of fraud or non-compliance with laws and regulations throughout the audit.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
123
Independent Auditor’s Report to the Members of Auction Technology Group plc
continued
Report on other legal and regulatory requirements
12. Opinions on other maers prescribed by the Companies Act 2006
In our opinion the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic Report and the Directors’ Report for the financial year for
which the Financial Statements are prepared is consistent with the Financial Statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and their
environment obtained in the course of the audit, we have not identified any material
misstatements in the Strategic report or the Directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the Directors' statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement relating to the Group’s
compliance with the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the Financial
Statements and our knowledge obtained during the audit:
the Directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 27;
the Directors’ explanation as to its assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 34;
the Directors' statement on fair, balanced and understandable set out on page 83;
the Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on page 30;
the section of the Annual Report that describes the review of effectiveness of risk management
and internal control systems set out on page 88; and
the section describing the work of the Audit Committee set out on page 82.
14. Maers on which we are required to report by exception
14.1 Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not received all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
the parent Company Financial Statements are not in agreement with the accounting records
and returns.
We have nothing to report in respect of these matters.
14.2 Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures
of Directors’ remuneration have not been made or the part of the Directors’ Remuneration Report
to be audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15. Other maers which we are required to address
15.1 Auditor tenure
Following the recommendation of the Audit Committee, we were appointed by the Board of
Directors in 2014 to audit the Financial Statements for the year ending 30 September 2014 and
subsequent financial periods. The period of total uninterrupted engagement including previous
renewals and reappointments of the firm is 10 years, covering the years ending 30 September
2014 to 30 September 2023.
The year ending 30 September 2023 will be the final year of Deloitte’s tenure as Auction
Technology Group plc’s auditors.
15.2 Consistency of the audit report with the additional report to the Audit Commiee
Our audit opinion is consistent with the additional report to the Audit Committee we are required
to provide in accordance with ISAs (UK).
16. Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state
to the Company’s members those matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency
Rule (DTR) 4.1.14R, these Financial Statements form part of the European Single Electronic Format
(ESEF) prepared Annual Financial Report filed on the National Storage Mechanism of the UK FCA
in accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditor’s report
provides no assurance over whether the annual financial report has been prepared using the
single electronic format specified in the ESEF RTS.
Lee Welham, FCA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Cambridge, United Kingdom
30 November 2023
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
124
Consolidated Statement of Profit or Loss and Other Comprehensive Income or Loss
for the year ended 30 September 2023
Note
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Revenue
4,5
135,225
119,846
Cost of sales
(43,481)
(40,101)
Gross profit
91,744
79,745
Administrative expenses
(69,724)
(63,646)
Other operating income
556
718
Operating profit
6
22,576
16,817
Finance income
8
181
2,127
Finance costs
8
(15,611)
(9,665)
Net finance costs
8
(15,430)
(7,538)
Profit before tax
7,146
9,279
Income tax
9
9,792
(15,406)
Profit/(loss) for the year aributable to the equity holders of the Company
16,938
(6,127)
Other comprehensive (loss)/income for the year aributable to the equity holders of the Company
Items that may subsequently be transferred to profit and loss:
Foreign exchange differences on translation of foreign operations
(42,378)
86,126
Fair value gain/(loss) arising on hedging instruments during the year
22
11,841
(16,173)
Tax relating to these items
9
(2,606)
3,074
Other comprehensive (loss)/income for the year, net of income tax
(33,143)
73,027
Total comprehensive (loss)/income for the year aributable to the equity holders of the Company
(16,205)
66,900
Earnings /(loss) per share
p
p
Basic
10
13.9
(5.1)
Diluted
10
13.8
(5.1)
The above results are derived from continuing operations.
The notes on pages 129 to 159 are an integral part of these Consolidated Financial Statements.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
125
Consolidated Statement of Financial Position
as at 30 September 2023
 
Note
30 September
2023
£000
30 September
2022
£000
ASSETS
Non-current assets
Goodwill
12
474,315
488,978
Other intangible assets
12
221,112
246,475
Property, plant and equipment
13
734
526
Right of use assets
17
3,231
1,714
Trade and other receivables
14
113
90
Total non-current assets
699,505
737,783
Current assets
Trade and other receivables
14
17,894
15,790
Tax asset
101
1,565
Cash and cash equivalents
15
8,539
51,817
Total current assets
26,534
69,172
Total assets
726,039
806,955
LIABILITIES
Non-current liabilities
Loans and borrowings
18
(108,969)
(149,862)
Tax liabilities
(800)
(1,074)
Lease liabilities
17
(2,656)
(1,094)
Deferred tax liabilities
19
(40,689)
(64,618)
Total non-current liabilities
(153,114)
(216,648)
Current liabilities
Trade and other payables
16
(26,407)
(18,780)
Loans and borrowings
18
(12,861)
(30,983)
Tax liabilities
(3,098)
(475)
Lease liabilities
17
(599)
(746)
Total current liabilities
(42,965)
(50,984)
Total liabilities
(196,079)
(267,632)
Net assets
529,960
539,323
 
Note
30 September
2023
£000
30 September
2022
£000
EQUITY
Share capital
20
12
12
Share premium
20
236,231
235,903
Other reserve
20
238,385
238,385
Capital redemption reserve
20
5
5
Share option reserve
20
23,485
34,690
Foreign currency translation reserve
20
36,203
66,740
Retained losses
(4,361)
(36,412)
Total equity
529,960
539,323
The notes on pages 129 to 159 are an integral part of these Consolidated Financial Statements. The
Consolidated Financial Statements were approved by the Board of Directors on 30 November 2023
and signed on its behalf by:
John-Paul Savant
Tom Hargreaves
Company registration number 13141124
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
126
Consolidated Statement of Changes in Equity
for the year ended 30 September 2023
Note
Share
capital
£000
Share
premium
£000
Other
reserve
£000
Capital
redemption
reserve
£000
Share
option
reserve
£000
Foreign
currency
translation
reserve
£000
Retained
losses
£000
Total
equity
£000
1 October 2021
12
235,903
238,385
5
1,649
(3,213)
(33,287)
439,454
Loss for the year
(6,127)
(6,127)
Other comprehensive income
69,953
3,074
73,027
Total comprehensive income/(loss) for the year
69,953
(3,053)
66,900
Transactions with owners
Options issued as consideration for a
business combination, net of transaction costs and tax
20
28,346
28,346
Share-based payments
21
4,695
78
4,773
Income tax relating to items taken directly to equity
9
(150)
(150)
30 September 2022
12
235,903
238,385
5
34,690
66,740
(36,412)
539,323
Profit for the year
16,938
16,938
Other comprehensive loss
(30,537)
(2,606)
(33,143)
Total comprehensive (loss)/income for the year
(30,537)
14,332
(16,205)
Transactions with owners
Shares issued
20
328
328
Options exercised relating to previous business combination
20
(15,763)
15,763
Share-based payments
21
4,558
1,956
6,514
30 September 2023
12
236,231
238,385
5
23,485
36,203
(4,361)
529,960
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
127
Consolidated Statement of Cash Flows
for the year ended 30 September 2023
Note
Year
ended
30 September
2023
£000
Year
ended
30 September
2022
£000
Cash flows from operating activities
Profit before tax
7,146
9,279
Adjustments for:
Amortisation of acquired intangible assets
12
26,595
26,591
Amortisation of internally generated software
12
3,827
4,118
Depreciation of property, plant and equipment
13
330
280
Depreciation of right of use assets
17
896
920
Share-based payment expense
21
7,028
5,226
Finance income
8
(181)
(2,127)
Finance costs
8
15,611
9,665
Operating cash flows before movements in working capital
61,252
53,952
(Increase)/decrease in trade and other receivables
(3,259)
304
Decrease in trade and other payables
(289)
(4,847)
Cash generated by operations
57,704
49,409
Income taxes paid
(8,143)
(9,981)
Net cash from operating activities
49,561
39,428
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired
11
(24,932)
(358,763)
Additions to internally generated software
12
(8,727)
(4,209)
Payment for property, plant and equipment
13
(411)
(270)
Payment for right of use assets
17
(188)
Interest income received
181
Payment of contingent consideration
(20,946)
Net cash used in investing activities
(34,077)
(384,188)
Cash flows from financing activities
Payment of contingent consideration
(1,222)
Repayment of loans and borrowings
18
(69,110)
(359)
Proceeds from loans and borrowings
18
21,250
Payment of interest on lease liabilities
17
(189)
(137)
Payment of lease liabilities
17
(794)
(959)
Shares issued
20
328
Interest paid
18
(10,651)
(7,283)
Net cash used in financing activities
(59,166)
(9,960)
Cash and cash equivalents at the beginning of the year
51,817
397,451
Net decrease in cash and cash equivalents
(43,682)
(354,720)
Effect of foreign exchange rate changes
404
9,086
Cash and cash equivalents at the end of the year
15
8,539
51,817
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
128
Notes to the Consolidated Financial Statements
1. Accounting policies
General information
Auction Technology Group plc (the “Company”) is a company incorporated in the United Kingdom
under the Companies Act.
The Company is a public company limited by shares and is registered in England and Wales. The
registered office of the Company is The Harlequin Building, 65 Southwark Street, London, SE1 0HR,
United Kingdom.
The principal activities of the Company and its subsidiaries (the “Group”) and the nature of the
Group’s operations are set out in note 25 and in the Strategic Report on pages 2 to 68.
Presentation currency
The Consolidated Financial Statements are presented in pound sterling which is the currency of
the primary economic environment in which the Group operates rounded to the nearest thousand.
Foreign operations are included in accordance with policies set out on page 131. Given that a
significant majority of the Group’s revenue, costs and cash flows are generated in US dollars, the
Board has determined that, for financial periods beginning on or after 1 October 2023, the Group
will change the presentational currency in which the Group presents its consolidated financial
results from pound sterling to US dollars.
Basis of preparation
The Consolidated Financial Statements consolidate those of the Company and its subsidiaries
(together referred to as the “Group”). The parent Company accounts present information about
the entity and not about its Group.
The Consolidated Financial Statements have been prepared and approved by the Directors in
accordance with UK-adopted International Accounting Standards (“UK-adopted IAS”) and with
the requirements of the Companies Act 2006. The Company has elected to prepare its parent
Company Financial Statements in accordance with Financial Reporting Standard 101 Reduced
Disclosure Framework (“FRS 101”) and the Companies Act 2006; these are presented on
pages 160 to 163.
The Consolidated Financial Statements have been prepared under the historical cost convention,
except for certain financial instruments which have been measured at fair value. All accounting
policies set out below have been applied consistently to all periods presented in these
Consolidated Financial Statements.
New and amended accounting standards effective during the year
The following amended standards and interpretations were effective during the year:
Amendments to IAS 16: Property, Plant and Equipment: proceeds before intended use
IAS 37: Onerous Contracts: costs of fulfilling a contract
Annual Improvements to IFRS Standards 2018-2020
Amendments to IFRS 3: Business Combinations: reference to conceptual framework
The adoption of the standards and interpretations has not led to any changes to the Group’s
accounting policies or had any other material impact on the financial position or performance
of the Group.
New standards, interpretations and amendments issued but not yet effective
The following new accounting standards, amendments and interpretations to accounting
standards have been issued but these are not mandatory for 30 September 2023 and they have
not been adopted early by the Group:
IFRS 17: Insurance Contracts
Amendments to IAS 1: Classification of liabilities as current and non-current
Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of accounting policies
Amendments to IAS 8: Definition of accounting estimates
Amendments to IAS 12: Deferred Tax related to assets and liabilities arising from a single
transaction
The Directors anticipate that the adoption of planned standards and interpretations in future
periods will not have a material impact on the Consolidated Financial Statements of the Group.
Going concern
The Directors are required to assess going concern at each reporting period. The Directors have
undertaken the going concern assessment for the Group for a minimum of 12 months from the
date of signing these financial statements. The Directors have assessed the Group’s prospects,
both as a going concern and its longer-term viability as set out on page 34. After considering the
current financial projections, the bank facilities available and then applying severe but plausible
sensitivities, the Directors of the Company are satisfied that the Group has sufficient resources
for its operational needs and will remain in compliance with the financial covenants in its bank
facilities for at least the next 12 months from the date of approving these Consolidated Financial
Statements. The process and key judgements in coming to this conclusion are set out below:
Liquidity
The Group entered into the Senior Facilities Agreement on 17 June 2021 which included the Senior
Term Facility for $204.0m for the acquisition of LiveAuctioneers. The Senior Term Facility was
drawn down in full on 30 September 2021 prior to completion of the acquisition of LiveAuctioneers
on 1 October 2021. During the year ended 30 September 2023, a prepayment of $53.7m (£48.0m)
was paid on the Senior Term Facility. In the absence of any other prepayments, the next scheduled
repayment would be $7.4m on 30 June 2024. The loan will be due for repayment on 17 June 2026.
At 30 September 2023 the loan was subject to interest at a margin of 3.00% over US SOFR. In
addition, the Group has a multi-currency revolving credit working capital facility (the “RCF”) for
$49.0m. Any sums outstanding under the RCF will be due for repayment on 17 June 2026. On
1 February 2023, $26.3m (£21.3m) was drawn down to partly fund the acquisition of ESN (see note
11), which has been repaid in full as at 30 September 2023. As at 30 September 2023 the Group has
adjusted net debt of £115.7m and is in a net current liability position.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
129
Notes to the Consolidated Financial Statements
continued
1. Accounting policies
continued
Covenants
The Group is subject to covenant tests on the Senior Term Facility, with the most sensitive
covenant being the net leverage ratio covenant adjusted net debt: trailing 12-month adjusted
EBITDA. The net leverage ratio covenant was a maximum of 4.0x, which reduced to 3.5x in Q2
FY23, was 3.0x at 30 September 2023 and will reduce to 2.75x in Q4 FY24. Under the base case
forecasts and each of the downside scenarios, including the combined downside scenario,
the Group is forecast to be in compliance with the covenants and have cash headroom, without
applying mitigating actions which could be implemented such as reducing capital expenditure
spend. At 30 September 2023, the net leverage ratio was 1.8x compared to the limit of 3.0x and
therefore the Group was comfortably within the covenant.
Scenario planning
The Directors have undertaken the going concern assessment for the Group, taking into
consideration the Group’s business model, strategy, and principal and emerging risks. As part of the
going concern review the Directors have reviewed the Group’s forecasts and projections, assessed
the headroom on the Group’s facilities and the banking covenants. This has been considered under a
base case and several plausible but severe downside scenarios, taking into consideration the Group’s
principal risks and uncertainties. These scenarios include significant reduction in commission
revenue due to THV reduction, significant reduction in commission revenue due to conversion rate
decline and lower revenue growth from value-added services across the Group. None of these
scenarios individually or collectively threaten the Group’s ability to continue as a going concern. Even
in the combined downside scenario modelled (the combination of all downside scenarios occurring
at once) the Group would be able to operate within the level of its current available debt facilities
and covenants. Accordingly, the Directors continue to adopt the going concern basis in preparing
the Consolidated Financial Statements for the year ended 30 September 2023.
Climate change
The Group has assessed the impacts of climate change on the Group’s Consolidated Financial
Statements, including our commitment to achieving Net zero by 2040 and the actions the Group
intends to take to achieve those targets. The assessment did not identify any material impact on
the Group’s significant judgements or estimates at 30 September 2023, or the assessment of
going concern and the Group’s viability over the next three years. Specifically, we have considered
the following areas:
the physical and transition risks associated with climate change; and
the actions the Group is taking to meet its carbon reduction and Net zero targets.
As a result, the Group has assessed the potential impacts of climate change on the Consolidated
Financial Statements, and in particular on the following areas:
the impact on the Group’s future cash flows, and the resulting impact such adjustments to the
future cash flows would have on the outcome of the annual impairment testing of goodwill
balances (see note 12), the recognition of deferred tax assets and our assessment of going concern;
the carrying value of the Group’s assets, in particular the recoverable amounts of intangible
assets and property, plant and equipment; and
changes to estimates of the useful economic lives of intangible assets and property, plant and
equipment.
Basis of consolidation
The Consolidated Financial Statements consist of the financial statements of the ultimate parent
Company and all entities controlled by the Company. Control is achieved where the Company has
the power to govern the financial and operating policies of an investee entity, has the rights to
variable returns from its involvement with the investee and has the ability to use its power to affect
its returns. The results of subsidiaries acquired or sold are included in the Consolidated Financial
Statements from the date on which control commences until the date on which control ceases.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Employee Benefit Trust
The assets and liabilities of the Employee Benefit Trust have been included in the Consolidated
Financial Statements. Any assets held by the Employee Benefit Trust cease to be recognised on
the Consolidated Statement of Financial Position when the assets vest unconditionally in
identified beneficiaries.
The costs of purchasing own shares held by the Employee Benefit Trust are shown as a deduction
against equity. The proceeds from the sale of own shares held increase equity. Neither the
purchase nor sale of own shares leads to a gain or loss being recognised in the Consolidated
Statement of Comprehensive Income.
Business combinations
The Group uses the acquisition method of accounting to account for business combinations. The
consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum
of the acquisition date of assets transferred, liabilities incurred, and the equity interests issued by
the Group, which includes the fair value of any asset or liability arising from a contingent
consideration arrangement. Acquisition costs are recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised
at their fair value at the acquisition date, except that liabilities or equity instruments related to
share-based payment arrangements of the acquiree or share-based payment arrangements of
the Group entered into to replace share-based payment arrangements of the acquiree are
measured in accordance with IFRS 2 at the acquisition date.
Goodwill is stated after separate recognition of other identifiable intangible assets.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
130
Notes to the Consolidated Financial Statements
continued
1. Accounting policies
continued
When the consideration transferred by the Group in a business combination includes a contingent
consideration arrangement, the contingent consideration is measured at its acquisition-date fair
value and included as part of the consideration transferred in a business combination. Changes
in fair value of the contingent consideration that qualify as measurement period adjustments are
adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period
adjustments are adjustments that arise from additional information obtained during the
measurement period (which cannot exceed one year from the acquisition date) about facts
and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do
not qualify as measurement period adjustments depends on how the contingent consideration is
classified. Contingent consideration that is classified as equity is not remeasured at subsequent
reporting dates and its subsequent settlement is accounted for within equity. Other contingent
consideration is remeasured to fair value at subsequent reporting dates with changes in fair value
recognised in profit or loss.
If the accounting for business combinations involves provisional amounts, which are finalised in a
subsequent reporting period during the 12-month measurement period as permitted under IFRS 3,
restatement of these provisional amounts may be required in the subsequent reporting period.
Foreign currency
Functional currency
The functional currency of Auction Technology Group plc and its subsidiaries, other than the
US holding companies, is measured using the currency of the primary economic environment in
which the entity operates. The US holding companies in FY23 which had a functional currency of
pound sterling include ATG US Holdings Limited and ATG US Holdings Inc. (formerly named ATG
Media US Inc.), Proxibid Bidco Inc., Platinum Parent Inc., Platinum Intermediate Inc., Platinum
Purchaser Inc. and LiveAuctioneers Inc.
Transactions and balances
Transactions denominated in foreign currencies are translated into the functional currency at the
exchange rates prevailing on the date of the transaction. Monetary assets and liabilities denominated
in foreign currencies are translated into pound sterling at the rates of exchange at the reporting date.
Gains and losses arising on foreign currency borrowings, to the extent that they are used to provide
a hedge against the Group’s equity investments in overseas undertakings, are taken to other
comprehensive income together with the exchange difference arising on the net investment in those
undertakings. All other exchange differences on monetary items are taken to profit and loss.
Group companies
On consolidation, the assets and liabilities of foreign operations are translated into pound sterling
at the rate of exchange prevailing at the reporting date and their statements of profit or loss are
translated at the average exchange rates for the year. Exchange differences arising, if any, are
recognised in other comprehensive income and accumulated in a foreign currency translation
reserve. On disposal of a foreign operation, the component of other comprehensive income
relating to that foreign operation is recognised in profit or loss.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets
and liabilities of the foreign entity and translated at the acquisition closing rate. This is then revalued
at the year-end rate with any foreign exchange difference taken directly to the translation reserve.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and impairment
losses. Cost includes the original purchase price of the asset and the costs attributable to bringing
the asset to its working condition for its intended use. Depreciation is charged to the Consolidated
Statement of Profit or Loss over the estimated useful lives of each part of an item of property,
plant and equipment. The Directors reassess the useful economic lives and estimated residual
values on an annual basis. The estimated useful lives are as follows:
Leasehold improvements
3 to 7 years straight line
Computer equipment
3 to 5 years straight line
Fixtures and fittings
3 to 5 years straight line
The gain or loss arising on the disposal or retirement of an asset is determined as the difference
between the net sale proceeds and the carrying amount of the asset and is recognised in the
Consolidated Statement of Profit or Loss.
Intangible assets
Identifiable intangibles are those which can be sold separately, or which arise from legal rights
regardless of whether those rights are separable.
Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is not amortised but
is reviewed for impairment at least annually.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating
units (“CGUs”) expected to benefit from the synergies of the combination. CGUs to which goodwill
has been allocated are tested for impairment annually, or more frequently when there is an
indication that the unit may be impaired. If the recoverable amount of the cash-generating unit
is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the unit and then to the other assets of the unit
pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss
recognised for goodwill is not reversed in a subsequent period.
Internally generated intangible assets
Included within internally generated software are development costs in relation to software which
are capitalised when the related projects meet the recognition criteria of an internally generated
intangible asset, the key criteria being as follows:
technical feasibility of the completed intangible asset has been established;
it can be demonstrated that the asset will generate probable future economic benefits;
adequate technical, financial and other resources are available to complete the development;
the expenditure attributable to the intangible asset can be reliably measured; and
management has the ability and intention to use or sell the asset.
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Annual Report 2023
131
Notes to the Consolidated Financial Statements
continued
1. Accounting policies
continued
These projects are designed to enhance the existing software within the Group. Salaries
associated with development time and directly attributable overheads are capitalised within
intangible assets.
The Group only capitalises internally generated costs from the configuration and capitalisation
of SaaS projects when it is able to obtain economic benefits from the activities independent from
the SaaS solution itself.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development costs recognised as assets are amortised on a straight-line basis over their
expected useful life. Development expenditure is only amortised over the period the Group
is expected to benefit and is subject to annual impairment testing.
Acquired intangible assets
Acquired intangible assets include software, customer relationships, brand and non-compete
agreements. Intangible assets acquired in a business combination and recognised separately from
goodwill are recognised initially at their fair value at the acquisition date. Subsequent to initial
recognition, intangible assets acquired in a business combination are reported at cost less
accumulated amortisation and impairment losses.
Amortisation
Amortisation relating to capitalised software development costs is recognised through cost
of sales whilst amortisation in respect of non-software intangibles is recognised through
administrative expenses. Amortisation is charged to the Consolidated Statement of Profit or Loss
on a straight-line basis over the estimated useful lives of intangible assets unless such lives are
indefinite. The estimated useful lives are as follows:
Internally generated software
3 years
Software
3 to 10 years
Customer relationships
2 to 14 years
Brand
5 to 15 years
Non-compete agreement
4 years
The estimated useful life and amortisation method are reviewed at the end of each reporting
period, with the effect of any changes in estimate being accounted for on a prospective basis.
Impairment of non-financial assets (excluding goodwill)
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible
assets to determine whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
to determine the extent of the impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the Group estimates the recoverable amount of
the CGU to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount,
the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment
loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset (or CGU) in prior years. A reversal of an impairment
loss is recognised immediately in the Consolidated Statement of Profit or Loss to the extent that it
eliminates the impairment loss which has been recognised for the asset in prior years.
Cash and cash equivalents, and restricted cash
Cash and cash equivalents include cash in hand, deposits held at call with banks and other
short-term highly liquid investments with original maturities of three months or less.
Restricted cash includes cash held by the Group which can only be used to exchange or settle a
specific liability in the future and cash held by the Trustee of the Group’s Employee Benefit Trust.
Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the
contractual provisions of the financial instrument and are measured initially at fair value adjusted
by transaction costs, except for those carried at fair value through profit or loss which are
measured initially at fair value. Subsequent measurement of financial assets and financial
liabilities is described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and all substantial risks and rewards are transferred. A
financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and subsequent measurement of financial assets
For the purpose of subsequent measurement, the Group classifies its financial assets into the
following categories: financial assets at amortised cost, financial assets at fair value through profit
or loss (“FVTPL”) and financial assets at fair value through other comprehensive income (“FVTOCI”).
Financial assets at amortised cost
Financial assets at amortised cost are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. After initial recognition, these are measured at
amortised cost using the effective interest method, less provision for impairment. Discounting is
omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents,
trade and most other receivables fall into this category of financial instruments.
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Financial Statements
Auction Technology Group plc
Annual Report 2023
132
Notes to the Consolidated Financial Statements
continued
1. Accounting policies
continued
The Group recognises a loss allowance for expected credit losses (“ECL”) on financial assets
that are measured at amortised cost. The amount of expected credit losses is updated at
each reporting date to reflect changes in credit risk since initial recognition of the respective
financial instrument.
The Group recognises lifetime ECL on trade receivables. The ECL on these financial assets are
estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted
for factors that are specific to the receivables, general economic conditions and an assessment of
both the current as well as the forecast direction of conditions at the reporting date, including
time value of money where appropriate.
All income and expenses relating to financial assets that are recognised in the Consolidated
Statement of Profit or Loss are presented within finance costs or finance income, except for
impairment of trade receivables which is presented within other administrative expenses.
Classification and subsequent measurement of financial liabilities
The Group’s financial liabilities include borrowings and trade and other payables.
Financial liabilities are measured at amortised cost using the effective interest method, except for
financial liabilities held for trading or designated at FVTPL, that are carried at fair value with gains
or losses recognised in the Consolidated Statement of Profit or Loss.
All interest-related charges and, if applicable, changes in an instrument’s fair value that are
reported in the Consolidated Statement of Profit or Loss are included within finance costs or
finance income.
Hedge accounting
The Group designates foreign currency loans as hedging instruments in respect of foreign currency
risk and hedges of net investments in foreign operations. Hedges of foreign exchange risk on firm
commitments are accounted for as cash flow hedges.
At the inception of the hedge relationship, the Group documents the relationship between the
hedging instrument and the hedged item, along with its risk management objectives and its
strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and
on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting
changes in fair values or cash flows of the hedged item attributable to the hedged risk, which is
when the hedging relationships meet all of the following hedge effectiveness requirements:
there is an economic relationship between the hedged item and the hedging instrument;
the effect of credit risk does not dominate the value changes that result from that economic
relationship; and
the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the
hedged item that the Group hedges and the quantity of the hedging instrument that the Group
uses to hedge that quantity of hedged item.
If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the
hedge ratio but the risk management objective for that designated hedging relationship remains
the same, the Group adjusts the hedge ratio of the hedging relationship (i.e. rebalances the hedge)
so that it meets the qualifying criteria again. Hedge accounting is discontinued when the hedging
instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting.
Gains and losses accumulated in the foreign currency translation reserve are included in the
Consolidated Statement of Profit or Loss on disposal of the foreign operation.
Revenue recognition
The Group recognises revenue when it has transferred the promised services to customers in
an amount that reflects the consideration to which they expect to be entitled in exchange for
those services.
Marketplace revenues
Marketplace revenues include commissions (based on a percentage of the price of items sold at
auction), auction fees (both pay-as-you-go and subscription based), value-added services, digital
marketing and advertising and auction-related services.
Commission fees
The Group recognises commission fees as an agent on the basis that there is no contractual
relationship with the end-consumer of goods sold at auction and the Group will receive its
commission irrespective of whether the end-consumer makes its payment to the auction house.
The commission element of both subscription and pay-as-you-go contracts (see below) is based
on the value of the items sold at auction and as such is subject to inherent uncertainty and
cannot be estimated reliably in advance. The Group has determined that it is not possible to make
a reliable estimate of the commissions that will be earned under a particular contract and as such
the commission element of auction revenue is not recognised until the auction has completed
and the revenue value is known.
Auction fixed fees
Contracts will typically specify an event (pay-as-you-go) or period of time during which the auction
house may host a number of events (subscription) as well as other auction-related services.
Auction fixed fees sold under subscription-based contracts, in which the performance obligation
is the provision of access to the technology platform and any auction-related services specified
in the contract for that period of time, are recognised straight-line over the term of the contract.
This recognition reflects the fact that the contract allows for continuous usage of the technology
platform and its functionality together with any auction-related services.
Auction fixed fees sold under pay-as-you-go contracts result in a performance obligation that
is satisfied by providing access for the duration of that specific auction. As auctions typically
complete within one to three days, the Group recognises revenue on completion of the auction.
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Financial Statements
Auction Technology Group plc
Annual Report 2023
133
Notes to the Consolidated Financial Statements
continued
1. Accounting policies
continued
Value-added services
Value-added services include payments and shipping. The transaction price is the agreed fee
between the marketplace and the customer and is recognised at a point in time when control
of the promised services is transferred to the customer. The services are a distinct performance
obligation based on the capability of being separately identified (optional) service and providing the
customer a service that can be used on its own. The revenue recognised is the full fees received as
the Group is acting as principal in the process. The Group has primary responsibility for fulfilling the
service to the customer and has sole discretion in establishing the prices. The expenses for the
fees paid to the other parties involved in the process are recognised separately within cost of sales.
Digital marketing and advertising
Marketing revenues are principally derived from banner advertising and fees generated from email
campaigns. Revenue is recognised in line with the satisfaction of the campaign objectives (i.e. at the
point that the campaign emails are sent or over the period that the banner is provided on the website).
Auction-related services
Auction-related services include mirrored bidding, customer support, buy-it-now functionality,
online cataloguing and the provision of personnel to operate the auction. These contracts are
deemed to represent a single performance obligation, on the basis that the customer could not
benefit from the auction-related services without also having access to the auction platform,
and therefore are not distinct performance obligations.
Auction services revenues
For back-office and software technology products, auction revenues sold under
subscription-based contracts, in which the performance obligation is the provision of access to
the technology platform and any auction-related services specified in the contract for that period
of time, are recognised straight-line over the term of the contract. This recognition reflects the
fact that the contract allows for continuous usage of the technology platform and its functionality
together with any auction-related services.
Auction revenues sold under pay-as-you-go contracts result in a performance obligation that is
satisfied by providing access for the duration of that specific auction. As auctions typically
complete within one to three days, the Group recognises revenue on completion of the auction.
Content-related services
Content-related services primarily include print and digital advertising revenues and subscriptions
to the Antiques Trade Gazette.
The Group identified one performance obligation for print advertising services which is to include the
advert in a particular edition of the Antiques Trade Gazette. The performance obligation is satisfied
and revenue is recognised at the point that the magazine is published. Where the advert is featured in
a number of editions, the performance obligation is satisfied over the period that the advertisement
is featured. Revenue is recognised evenly over the period that the advertisement is featured.
For magazine subscriptions, customers receive a specified number of editions during the
subscription period. Revenue is recognised evenly over the subscription period.
Contract balances
Timing of revenue recognition may differ from the timing of invoicing to customers. Contract
assets represent revenue recognised prior to invoicing when it has satisfied its performance
obligation and has the unconditional right to payment.
Contract liabilities consist of fees received related to unsatisfied performance obligations at the
end of the period.
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the
Consolidated Statement of Profit or Loss except to the extent that it relates to items recognised
directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates and
laws enacted or substantively enacted at the reporting date, and any adjustment to tax payable
in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for taxation purposes. The
following temporary differences are not provided for: the initial recognition of goodwill; the initial
recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a
business combination; and differences relating to investments in subsidiaries to the extent that
they will probably not reverse in the foreseeable future.
The amount of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates and laws enacted or
substantively enacted at the reporting date. A deferred tax asset is recognised only to the extent
that it is probable that future taxable profits will be available against which the asset can be
utilised. The carrying amounts of deferred tax assets are reviewed at each reporting date.
Employee benefits
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are
expensed as the related service is provided. A provision is recognised for the amount expected
to be paid under short-term cash bonus if the Group has a present legal or constructive obligation
to pay this amount as a result of past service provided by the employee and the obligation can be
estimated reliably.
Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense
in the Consolidated Statement of Profit or Loss as incurred.
Share-based payments
The Group measures the cost of services received in exchange for share options based on the
grant-date fair value of the award and recognises the cost over the period of required service for
the award. The Group accounts for awards of shares to employees as share-based compensation
as they vest with a corresponding credit to reserve for share-based payments. The fair value of
options is calculated using an option pricing model.
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Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
134
Notes to the Consolidated Financial Statements
continued
1. Accounting policies
continued
The number of options expected to vest is reviewed and adjusted at the end of each reporting
period such that the amount recognised for services received as consideration for the equity
instruments granted shall be based on the number of equity instruments that eventually vest.
Upon the exercise of share options, any proceeds received from share option holders are recorded
as an increase to share capital.
Leases
The Group’s leases predominantly relate to property, mainly offices, however the Group’s lease
portfolio also includes other assets such as motor vehicles and computer equipment.
The Group recognises all leases on the Consolidated Statement of Financial Position, apart from
in cases where the lease is for a period of less than 12 months or is for an asset with a low value.
Low-value and short-term leases continue to be charged to the Consolidated Statement of Profit
and Loss on a straight-line basis over the period of the lease.
Lease liabilities are recognised at the present value of future lease payments, determined using
the implicit interest rate in the lease where available, or using an incremental borrowing rate
appropriate to the subsidiary and lease term where an implicit interest rate is not available or
appropriate. A corresponding right of use asset is recognised, equivalent to the value of the lease
liability, which is depreciated in a straight line over the shorter of the useful economic life of the
asset and the lease term. The depreciation is recognised as an administrative expense within
overheads. The unwinding of the discount on the present value of the lease liability is recognised
as a finance charge over the lease term. Rent payments are used to reduce the lease liability and
are disclosed as debt repayments in the Consolidated Statement of Cash Flows. Lease terms
include any options to extend when it is reasonably certain that the extension will be taken.
Lease liabilities are remeasured when there is a change in future lease payments arising from a
change in an index or rate, a change in the estimate of the amount expected to be payable under
a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase
or extension option is reasonably certain to be exercised or a termination option is reasonably
certain not to be exercised.
Alternative performance measures
Management exercises judgement in determining the adjustments to apply to UK-adopted IAS
measurements in order to derive suitable alternative performance measures (“APMs”). As set
out and reconciled in note 2, APMs are used as management believes these measures provide
additional useful information on the underlying trends, performance and position of the Group.
These measures are used for performance analysis. The APMs are not defined by UK-adopted IAS
and therefore may not be directly comparable with other companies’ APMs. These measures are
not intended to be a substitute for, or superior to, their equivalent UK-adopted IAS.
2.
Significant judgements and key sources of estimation uncertainty
The preparation of the Group’s Consolidated Financial Statements requires the use of certain
judgements, estimates and assumptions that affect the reported amounts of assets, liabilities,
income and expenses.
Estimates and judgements are evaluated continually, and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under
the circumstances.
Key estimation uncertainties are the key assumptions concerning the future and other key
sources of estimation uncertainty at the reporting date that may have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within the next period.
Changes in accounting estimates may be necessary if there are changes in the circumstances on
which the estimates were based, or as a result of new information or more experience.
Significant judgements are those that the Group has made in the process of applying the Group’s
accounting policies and that have the most significant effect on the amounts recognised in the
financial statements.
The significant judgements and key sources of estimation uncertainty disclosed in the annual
financial statements for the year ended 30 September 2022 which are no longer applicable are:
Impairment of goodwill (estimate); and
LiveAuctioneers consideration (judgement).
For the year ended 30 September 2023, there are no key sources of estimation uncertainty and
the significant judgements are detailed below:
Goodwill and other intangible assets arising from business combinations
The purchase price of an acquired company is allocated between intangible assets and the net
tangible assets of the acquired business with the residual amount of the purchase price recorded
as goodwill. The determination of the value of the intangible assets requires significant judgements
and estimates to be made by management. These judgements can include, but are not limited to,
the cash flows that an asset is expected to generate in the future and the appropriate weighted
average cost of capital. Of the intangibles acquired, the customer relationship balances are
especially sensitive to changes in assumptions around discount rates and customer attrition
rates (see note 11).
Judgement is also required in determining appropriate useful economic lives (“UEL”) of the
intangible assets arising from business combinations. Management makes this judgement on
an asset class basis and has determined that contracts with customers have a UEL of two to
14 years; brands have a UEL of five to 15 years; software has a UEL of three to 10 years; and
non-compete agreements have a UEL of four years.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
135
Notes to the Consolidated Financial Statements
continued
2.
Significant judgements and key sources of estimation uncertainty
continued
Functional currency of subsidiaries
There is an element of judgement required when assessing the functional currency of each
subsidiary against the requirements and guidance of IAS21 “The Effects of Changes in Foreign
Exchange Rates”, in particular for intermediate holding companies. There were seven US holding
companies within the Group that have a pound sterling functional currency. However, under US tax
rules, their tax functional currency is US dollars. The US tax basis for these holding companies for
the year ending 30 September 2023 included an unrealised foreign exchange loss of £28.2m (FY22:
gain of £61.9m) on intra-group loans totalling £295.6m (FY22: loans of £295.6m). Under US tax
rules, foreign exchange gains and losses are not taxable until they are realised. On a consolidated
basis, with the pound sterling functional currency applied for these US holding companies there
was no foreign exchange gain recognised in the Consolidated Financial Statements.
3. Alternative performance measures
The Group uses a number of alternative performance measures (“APMs”) in addition to those
measures reported in accordance with UK-adopted IAS. Such APMs are not defined terms under
UK-adopted IAS and are not intended to be a substitute for any UK-adopted IAS measure. The
Directors believe that the APMs are important when assessing the ongoing financial and operating
performance of the Group and do not consider them to be more important than, or superior to,
their equivalent UK-adopted IAS. The APMs improve the comparability of information between
reporting periods by adjusting for factors such as one-off items and the timing of acquisitions.
The APMs are used internally in the management of the Group’s business performance, budgeting
and forecasting, and for determining Executive Directors’ remuneration and that of other
management throughout the business. The APMs are also presented externally to meet investors’
requirements for further clarity and transparency of the Group’s financial performance. Where
items of income or expense are being excluded in an APM, these are included elsewhere in our
reported financial information as they represent actual income or costs of the Group.
Other commentary within the Annual Report and Accounts (CFO’s Review pages 23 to 27), should
be referred to in order to fully appreciate all the factors that affect the Group.
Adjusted EBITDA
Adjusted EBITDA is the measure used by the Directors to assess the trading performance of the
Group’s businesses and is the measure of segment profit.
Adjusted EBITDA represents profit/(loss) before taxation, finance costs, depreciation and
amortisation, share-based payment expense and exceptional operating items. Adjusted EBITDA
at segment level is consistently defined but excludes central administration costs including
Directors’ salaries.
The following table provides a reconciliation from profit before tax to adjusted EBITDA:
 
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Profit before tax
7,146
9,279
Adjustments for:
Net finance costs (note 8)
15,430
7,538
Amortisation of acquired intangible assets (note 12)
26,595
26,591
Amortisation of internally generated software (note 12)
3,827
4,118
Depreciation of property, plant and equipment (note 13)
330
280
Depreciation of right of use assets (note 17)
896
920
Share-based payment expense (note 21)
7,028
5,226
Exceptional operating items
2,712
Adjusted EBITDA
63,964
53,952
The following table provides the calculation of adjusted EBITDA margin which represents adjusted
EBITDA divided by revenue:
 
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Reported revenue (note 4,5)
135,225
119,846
Adjusted EBITDA
63,964
53,952
Adjusted EBITDA margin
47%
45%
The basis for treating these items as adjusting is as follows:
Share-based payment expense
The Group has issued share awards to employees and Directors: at the time of IPO; for the
acquisition of LiveAuctioneers; and operates several employee share schemes. The share-based
payment expense is a significant non-cash charge driven by a valuation model which references
the Group’s share price. As the Group is still early in its life cycle as a newly listed business the
expense is distortive in the short term and is not representative of the cash performance of the
business. In addition, as the share-based payment expense includes significant charges related
to the IPO and LiveAuctioneers acquisition, it is not representative of the Group’s steady state
operational performance.
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Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
136
Notes to the Consolidated Financial Statements
continued
3. Alternative performance measures
continued
Exceptional operating items
The Group applies judgement in identifying significant items of income and expenditure that are
disclosed separately from other administrative expenses as exceptional where, in the judgement
of the Directors, they need to be disclosed separately by virtue of their nature or size in order to
obtain a clear and consistent presentation of the Group’s ongoing business performance. Such
items could include, but may not be limited to, costs associated with business combinations,
gains and losses on the disposal of businesses, significant reorganisation or restructuring costs
and impairment of goodwill and acquired intangible assets. Any item classified as an exceptional
item will be significant and not attributable to ongoing operations and will be subject to specific
quantitative and qualitative thresholds set by and approved by the Directors prior to being
classified as exceptional.
The exceptional operating items are detailed below:
 
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Acquisition costs
2,712
Total exceptional operating items
2,712
For the year ended 30 September 2023, the Group’s exceptional operating costs were in respect of
the costs relating to the acquisition of ESN on 6 February 2023 (see note 11).
There were no exceptional operating items for the year ended 30 September 2022.
The business has undertaken focused acquisitive activity which has been strategically
implemented to increase income, service range and critical mass of the Group. Acquisition costs
comprise legal, professional, other consultancy expenditure incurred and retention bonuses for
ESN employees payable one year after completion. The retention bonus is subject to service
conditions and is being accrued over the period. The net cash outflow related to exceptional
operating items in the period is £1.5m (FY22: £4.0m).
Adjusted earnings and adjusted diluted earnings per share
Adjusted earnings excludes share-based payment expense, exceptional items (operating and
finance), amortisation of acquired intangible assets, and any related tax effects.
The following table provides a reconciliation from profit/(loss) after tax to adjusted earnings:
 
Year
ended
30 September
2023
£000
Year ended
30 September
2022
£000
Profit/(loss) aributable to equity shareholders of the Company
16,938
(6,127)
Adjustments for:
Amortisation of acquired intangible assets
26,595
26,591
Exceptional finance items
4,272
(221)
Share-based payment expense
7,028
5,226
Exceptional operating items
2,712
Deferred tax on unrealised foreign exchange differences
(7,185)
15,899
Tax on adjusted items
(10,273)
(5,254)
Adjusted earnings
40,087
36,114
 
Number
Number
Diluted weighted average number of shares (note 10)
123,088,377
122,441,916
p
p
Adjusted diluted earnings per share (pence)
32.6
29.5
The basis for treating these items not already defined above as adjusting is as follows:
Amortisation of acquired intangible assets through business combinations
The amortisation of acquired intangibles arises from the purchase consideration of a number of
separate acquisitions. These acquisitions are portfolio investment decisions that took place at
different times and are items in the Consolidated Statement of Financial Position that relate to
M&A activity rather than the trading performance of the business.
Exceptional finance items
Exceptional finance items include foreign exchange differences arising on the revaluation of the
foreign currency loans, intercompany and restricted cash, movements in contingent consideration
and costs incurred on the early repayment of loan costs. These exceptional finance items are
excluded from adjusted earnings to provide readers with helpful additional information on the
performance of the business across periods because it is consistent with how the business
performance is reported and assessed by the Board.
Deferred tax on unrealised foreign exchange differences
In calculating the adjusted tax rate, the Group excludes the potential future impact of the deferred tax
effects on unrealised foreign exchange differences arising on intercompany loans. The unrealised
foreign exchange differences were not recognised in the Group’s profit for the year due to differences
in the functional currency basis under tax and accounting rules for the US holding entities.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
137
Notes to the Consolidated Financial Statements
continued
3. Alternative performance measures
continued
Tax on adjusted items
Tax on adjusted items includes the tax effect of acquired intangible amortisation, exceptional
(operating and finance items) and share-based payment expense. In calculating the adjusted tax rate,
the Group excludes the potential future impact of the deferred tax effects on deductible goodwill
and intangible amortisation (other than internally generated software), as the Group prefers to give
users of its accounts a view of the tax charge based on the current status of such items. Deferred
tax would only crystallise on a sale of the relevant businesses, which is not anticipated at the current
time, and such a sale, being an exceptional item, would result in an exceptional tax impact.
Organic revenue
The Group has made certain acquisitions that have affected the comparability of the Group’s
results. Previously the Group had reported proforma revenue and proforma revenue growth which
included acquisitions as if they had occurred at the start of the comparative period, with the
comparative period being presented on a constant currency basis using the current year exchange
rates. It was deemed by management more appropriate to present organic revenue and organic
revenue growth in FY23 given the size of the ESN acquisition. Organic revenue shows the current
period results excluding the acquisition of ESN on 6 February 2023. Organic revenue is shown on
a constant currency basis using average exchange rates for the current financial period applied
to the comparative period and is used to eliminate the effects of fluctuations in assessing
performance. Refer to the Glossary on page 164 for the full definition.
The following table provides a reconciliation of organic revenue from reported results:
Unaudited
Year ended
30 September
2023
£000
Unaudited
Year ended
30 September
2022
£000
Reported revenue
135,225
119,846
Acquisition related adjustment
(5,682)
Constant currency adjustment
3,193
Organic revenue
129,543
123,039
Increase in organic revenue %
5%
Adjusted net debt
Adjusted net debt comprises external borrowings net of arrangement fees and cash at bank which
allows management to monitor the indebtedness of the Group. Adjusted net debt excludes lease
liabilities and restricted cash (see note 15).
In the prior year, cash at bank included cash held by the Trustee of the Group’s Employee Benefit
Trust, which is not available to circulate within the Group on demand. This has been included in
restricted cash and results in a restatement for the year ended 30 September 2022. This change
in policy provides users with more reliable information about the nature of the Group’s cash and
cash equivalents.
30 September
2023
£000
Restated
30 September
2022
£000
Cash at bank (note 15)
6,097
49,427
Current loans and borrowings (note 18)
(12,861)
(30,983)
Non-current loans and borrowings (note 18)
(108,969)
(149,862)
Total loans and borrowings
(121,830)
(180,845)
Adjusted net debt
(115,733)
(131,418)
Adjusted free cash flow and adjusted free cash flow conversion
Adjusted free cash flow represents cash flow from operations less additions to internally
generated software and property, plant and equipment. Internally generated software includes
development costs in relation to software that are capitalised when the related projects meet the
recognition criteria under UK-adopted IAS for an internally generated intangible asset. Movement
in working capital is adjusted for balances relating to exceptional items. The Group monitors its
operational efficiency with reference to operational cash conversion, defined as free cash flow
as a percentage of adjusted EBITDA.
The Group uses adjusted cash flow measures for the same purpose as adjusted profit measures,
in order to assist readers of the accounts in understanding the operational performance of the
Group. The two measures used are free cash flow and free cash flow conversion. A reported free
cash flow and cash conversion rate has not been provided as it would not give a fair indication of
the Group’s free cash flow and conversion performance given the high value of working capital
from exceptional items.
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Adjusted EBITDA
63,964
53,952
Cash generated by operations
57,704
49,409
Adjustments for:
Exceptional operating items
2,712
Working capital from exceptional and other items
(1,187)
4,983
Additions to internally generated software (note 12)
(8,727)
(4,209)
Additions to property, plant and equipment (note 13)
(411)
(270)
Payment for right of use assets (note 17)
(188)
Adjusted free cash flow
49,903
49,913
Adjusted free cash flow conversion (%)
78%
93%
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
138
Notes to the Consolidated Financial Statements
continued
4. Operating segments
The operating segments reflect the Group’s management and internal reporting structure, which
is used to assess both the performance of the business and to allocate resources within the
Group. The assessment of performance and allocation of resources is focused on the category
of customer for each type of activity.
The Board has determined an operating management structure aligned around the four core
operations of the Group. ESN which was acquired in the period, has been allocated to the Art &
Antiques segment. This is on the basis that ESN traditionally includes items sold on Art & Antique
platforms and the purpose of the acquisition was to expand its Art & Antiques segment into an
attractive adjacent channel for the resale of second-hand items.
The four operating segments are as follows:
Art & Antiques (“A&A”) marketplaces: focused on offering auction houses that specialise in
the sale of arts and antiques access to the platforms thesaleroom.com, liveauctioneers.com,
lot-tissimo.com and EstateSales.NET. A significant part of the Group’s services is provision of
a platform as a marketplace for the A&A auction houses to sell their goods. The segment also
generates earnings through additional services such as listing subscriptions, marketing income,
atgPay and atgShip. The Group contracts with customers predominantly under service
agreements, where the number of auctions to be held and the service offering differs from
client to client.
Industrial & Commercial (“I&C”) marketplaces: focused on offering auction houses that specialise
in the sale of industrial and commercial goods and machinery access to the platforms
BidSpotter.com, BidSpotter.co.uk and proxibid.com, as well as i-bidder.com for consumer
surplus and retail returns. A significant part of the Group’s services is provision of the platform
as a marketplace for the I&C auction houses to sell their goods. The segment also generates
earnings through additional services such as marketing income and atgPay. The Group contracts
with customers predominantly under service agreements, where the number of auctions to be
held and the service offering differs from client to client.
Auction Services: includes revenues from the Group’s auction house back-office products with
Auction Mobility and other white label products including Wavebid.com.
Content: focused on the Antiques Trade Gazette paper and online magazine. The business
focuses on two streams of income: selling subscriptions of the Gazette and selling advertising
space within the paper and online. The Directors have disclosed information required by IFRS 8
for the Content segment despite the segment not meeting the reporting threshold.
There are no undisclosed or other operating segments.
An analysis of the results for the year by reportable segment is as follows:
Year ended 30 September 2023
A&A
£000
I&C
£000
Auction
Services
£000
Content
£000
Centrally
allocated
costs
£000
Total
£000
Revenue
65,624
58,223
8,300
3,078
135,225
Adjusted EBITDA (see note 3 for
definition and reconciliation)
53,941
49,897
5,216
1,116
(46,206)
63,964
Amortisation of intangible assets
(note 12)
(19,853)
(9,158)
(1,411)
(30,422)
Depreciation of property, plant
and equipment (note 13)
(112)
(197)
(8)
(13)
(330)
Depreciation of right of use assets
(note 17)
(554)
(279)
(8)
(55)
(896)
Share-based payment expense
(note 21)
(1,491)
(1,764)
(84)
(3,689)
(7,028)
Exceptional operating items (note 3)
(2,712)
(2,712)
Operating profit/(loss)
29,219
38,499
3,705
1,048
(49,895)
22,576
Net finance costs (note 8)
(15,430)
(15,430)
Profit/(loss) before tax
29,219
38,499
3,705
1,048
(65,325)
7,146
Year ended 30 September 2022
A&A
£000
I&C
£000
Auction
Services
£000
Content
£000
Centrally
allocated
costs
£000
Total
£000
Revenue
55,279
52,775
8,636
3,156
119,846
Adjusted EBITDA (see note 3 for
definition and reconciliation)
45,777
45,629
6,090
1,089
(44,633)
53,952
Amortisation of intangible assets
(note 12)
(18,504)
(10,931)
(1,274)
(30,709)
Depreciation of property, plant
and equipment (note 13)
(87)
(176)
(6)
(11)
(280)
Depreciation of right of use assets
(note 17)
(475)
(381)
(13)
(51)
(920)
Share-based payment expense
(note 21)
(1,848)
(893)
(3)
(2,482)
(5,226)
Operating profit/(loss)
24,863
33,248
4,794
1,027
(47,115)
16,817
Net finance costs (note 8)
(7,538)
(7,538)
Profit/(loss) before tax
24,863
33,248
4,794
1,027
(54,653)
9,279
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
139
Notes to the Consolidated Financial Statements
continued
4. Operating segments
continued
Segment assets are measured in the same way as in the financial statements. These assets are
allocated based on the operations of the segment and the physical location of the asset.
30 September 2023
30 September 2022
Total
non-current
assets
£000
Additions
to non-
current
assets
£000
Total
non-current
assets
£000
Additions
to non-
current
assets
£000
By operating segment
A&A
483,977
38,188
506,484
395,683
I&C
187,313
5,986
199,504
58,829
Auction Services
27,939
350
31,704
201
Content
276
256
91
15
699,505
44,780
737,783
454,728
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
By geographical location
United Kingdom
57,960
65,954
USA
637,489
667,696
Germany
4,056
4,133
699,505
737,783
The Group has taken advantage of paragraph 23 of IFRS 8 “Operating Segments” and does not
provide segmental analysis of net assets as this information is not used by the Directors in
operational decision-making or monitoring of business performance.
5. Revenue
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Product and customer types
A&A
65,624
55,279
I&C
58,223
52,775
Auction Services
8,300
8,636
Content
3,078
3,156
135,225
119,846
Primary geographical markets
by location of operations
United Kingdom
19,654
18,539
USA
111,637
97,765
Germany
3,934
3,542
135,225
119,846
by location of customer
United Kingdom
20,029
18,571
USA
102,138
89,055
Europe
7,049
6,648
Rest of world
6,009
5,572
135,225
119,846
Timing of transfer of goods and services
Point in time
122,559
110,539
Over time
12,666
9,307
135,225
119,846
The Group has recognised the following assets and liabilities related to contracts with customers:
30 September
2023
£000
30 September
2022
£000
1 October
2021
£000
Contract assets
1,486
837
597
Contract liabilities
1,518
1,783
1,367
The following table shows how much of the revenue recognised in the current reporting period
relates to carried-forward contract liabilities:
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Revenue recognised that was included in the contract
liabilities balance at the beginning of the year
1,452
1,258
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
140
Notes to the Consolidated Financial Statements
continued
6. Operating profit
Operating profit is stated after charging/(crediting) the following:
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Employment costs (note 7)
40,785
35,725
Amortisation of intangible assets (note 12)
– Acquired intangible assets
26,595
26,591
– Internally generated software
3,827
4,118
Depreciation of property, plant and equipment (note 13)
330
280
Depreciation of right of use assets (note 17)
896
920
Exceptional operating items (note 3)
2,712
Net exchange differences
7
(56)
The total remuneration of the Group auditor and its affiliates for services to the Group is
analysed below:
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Fees payable for the Group’s annual financial statements
897
628
Fees payable for other assurance services:
– Interim review
100
100
– Non-audit fees
10
365
Total auditor’s remuneration
1,007
1,093
The non-audit fees for FY23 relate to covenant compliance reporting.
The non-audit fees for FY22 related to covenant compliance reporting and a review of the closing
balance sheet of LiveAuctioneers at 30 September 2021. The review costs have been included as
exceptional operating items (see note 3).
7. Staff costs and numbers
Staff costs for the year were as follows:
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Wages and salaries
30,596
27,665
Social security costs
2,533
2,259
Pension costs
628
575
Share-based payment expense (note 21)
7,028
5,226
Total employment costs
40,785
35,725
The monthly average number of employees (including Executive Directors) by function:
Year ended
30 September
2023
Number
Year ended
30 September
2022
Number
Management
13
10
Administrative employees
56
48
Operational employees
327
284
Average number of employees
396
342
8. Net finance costs
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Foreign exchange gain
2,070
Interest income
181
57
Finance income
181
2,127
Interest on loans and borrowings
(10,572)
(7,214)
Amortisation of finance costs
(499)
(465)
Foreign exchange loss
(4,061)
Movements in contingent consideration
(211)
(1,849)
Interest on lease liabilities
(189)
(137)
Interest on tax
(79)
Finance costs
(15,611)
(9,665)
Net finance costs
(15,430)
(7,538)
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
141
Notes to the Consolidated Financial Statements
continued
9. Taxation
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Current tax
Current tax on profit for the year
9,379
11,395
Adjustments in respect of prior years
(167)
(903)
Total current tax
9,212
10,492
Deferred tax
Current year
(18,198)
6,328
Adjustments from change in tax rates
(505)
(564)
Adjustments in respect of prior years
(301)
(850)
Deferred tax
(19,004)
4,914
Tax (credit)/expense
(9,792)
15,406
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using
the standard tax rate applicable to profits of the Group as follows:
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Profit before tax
7,146
9,279
Tax at United Kingdom tax rate of 22% (FY22: 19%)
1,572
1,763
Tax effect of:
Additional items deductible for tax purposes
(643)
(1,649)
Differences in overseas tax rates
1
(1,317)
Deferred tax on unrealised foreign exchange differences
(7,185)
15,899
Foreign exchange difference not (taxable)/deductible for tax purposes
(2,564)
3,027
Adjustments from change in tax rates
(505)
(564)
Adjustments in respect of prior years
(468)
(1,753)
Tax (credit)/expense
(9,792)
15,406
The deferred tax credit on unrealised foreign exchange differences of £7.2m (FY22: charge of
£15.9m) arises from US holding companies which have pound sterling as their functional currency
for the Consolidated Financial Statements but US dollar functional currency under US tax rules.
Per the US tax basis these holding companies incurred an unrealised foreign exchange loss of
£28.2m on intra-group loans denominated in pound sterling totalling £295.6m (FY22: gain of
£61.9m). Unrealised foreign exchange differences are not taxable until realised, giving rise to
deferred tax.
The Group’s profit before tax includes foreign exchange gain of £10.1m from US holding companies
on their US dollar denominated intra-group balances (FY22: loss of £15.9m) which are not (taxable)/
deductible for US tax purposes giving rise to a permanent difference of £2.6m (FY22: £3.0m).
The Group’s tax affairs are governed by local tax regulations in the UK, US and Germany. Given
the uncertainties that could arise in the application of these regulations, judgements are often
required in determining the tax that is due. Where management is aware of potential uncertainties
in local jurisdictions, that are judged more likely than not to result in a liability for additional tax, a
provision is made for management’s best estimate of the liability, determined with reference to
similar transactions and third-party advice. This provision at 30 September 2023 amounted to
£0.8m (FY22: £1.1m).
Adjustments from changes in tax rates are due to decreases in the blended US rate for state taxes
apportionment. The UK Government announced an increase in the corporation tax rate from 19%
to 25%, with an effective date of 1 April 2023, which was substantively enacted on 24 May 2021.
Tax recognised in other comprehensive income and equity:
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Other comprehensive income
Current tax
(2,606)
3,074
Equity
Deferred tax
(150)
Tax recognised in other comprehensive income includes current tax on the Group’s net
investment hedge. Deferred tax directly recognised in equity relates to share-based payments.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
142
Notes to the Consolidated Financial Statements
continued
10. Earnings/(loss) per share
Basic earnings/(loss) per share is calculated by dividing the profit/(loss) for the year attributable to
ordinary shareholders by the weighted average number of ordinary shares outstanding during the
year, after excluding the weighted average number of non-vested ordinary shares.
Diluted earnings/(loss) per share is calculated by dividing the profit/(loss) for the year attributable
to ordinary shareholders by the weighted average number of ordinary shares including
non-vested/non-exercised ordinary shares. During the year and prior year, the Group awarded
conditional share awards to Directors and certain employees through an LTIP (see note 21). For
FY22, the non-vested/non-exercised ordinary shares are anti-dilutive given the loss for the year
and are therefore excluded from the weighted average number of ordinary shares for the purpose
of diluted earnings per share calculation.
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Profit/(loss) aributable to equity shareholders of the Company
16,938
(6,127)
Number
Number
Weighted average number of shares in issue
121,050,307
120,364,831
Weighted average number of options vested not exercised
1,338,182
Weighted average number of shares held by the Employee Benefit Trust
(162,934)
(61,741)
Weighted average number of shares
122,225,555
120,303,090
Dilutive share options
862,822
2,138,826
Diluted weighted average number of shares
123,088,377
122,441,916
p
p
Basic earnings/(loss) per share
13.9
(5.1)
Diluted earnings/(loss) per share
13.8
(5.1)
11. Business combinations
Business combinations for the year ended 30 September 2023
Acquisition of Vintage Soſtware LLC., trading as EstateSales.NET (“ESN”)
On 6 February 2023, the Group acquired 100% of the equity share capital of ESN. ESN provides a
platform to facilitate estate sales across the US. Both corporate estate sale companies as well as
private customers use ESN to advertise online the sale of millions of unique second-hand items
sourced from a range of events including private home estate sales and business liquidations. The
purpose of the acquisition was to further strengthen the Group’s presence in the US and expand
its A&A segment into an attractive adjacent channel for the resale of second-hand items.
The maximum consideration payable is $40.0m (£33.1m), with an initial cash payment of $30.2m
(£25.1m), deferred consideration of $10.0m (£8.3m) payable after 12 months and a working capital
adjustment of $27,000 (£22,000).
Management calculated the fair value of the deferred consideration using the acquisition’s internal
rate of return to discount the liability, resulting in a liability of $9.6m (£8.0m). Exchange differences
to reserves were recorded within foreign exchange differences on translation of foreign operations
in the Consolidated Statement of Comprehensive Income or Loss. The unwinding of discount of
£0.3m will be reported as a finance cost in the Consolidated Statement of Profit or Loss over the
period of the earn-out.
Provisional purchase price allocation
Management assessed the fair value of the acquired assets and liabilities as part of the purchase
price allocation (“PPA”). This has been prepared on a provisional basis and the fair values of the
assets and liabilities is as set out below.
Book value
£000
Fair value
adjustments
£000
Provisional
fair value
£000
Acquired intangible assets – software
2,161
2,161
Acquired intangible assets – customer relationships
9,559
9,559
Acquired intangible assets – brand
229
2,406
2,635
Property, plant and equipment
161
161
Right of use assets
438
438
Cash and cash equivalents
155
155
Trade receivables and other receivables
41
41
Lease liabilities
(438)
(438)
Trade and other payables
(264)
(264)
Net assets on acquisition
322
14,126
14,448
Goodwill (note 12)
18,609
Total consideration
33,057
Consideration satisfied by:
Initial cash consideration
25,087
Deferred consideration
7,970
33,057
Net cash flow arising on acquisition:
Initial cash consideration
25,087
Less: cash and cash equivalent balances acquired
(155)
24,932
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
143
Notes to the Consolidated Financial Statements
continued
11. Business combinations
continued
Acquired intangible assets
Acquired intangible assets represent customer relationships, auction technology platform and
brand for which amortisation of £1.4m has been charged for the year ended 30 September 2023.
The intangible assets will be amortised over their respective expected useful economic lives:
customer relationships of two to seven years, auction technology platform of five years and brand
of 15 years. A 1% change in the customer attrition rate results in a £0.5m change in the valuation.
Deferred tax
Goodwill and acquired intangible assets of £33.0m are expected to be deductible for income
tax purposes.
Goodwill
Goodwill arises as a result of the surplus of consideration over the fair value of the separately
identifiable assets acquired. The main reason leading to the recognition of goodwill is the future
economic benefits arising from assets which are not capable of being individually identified
and separately recognised; these include the value of synergies expected to be realised
post-acquisition, new customer relationships and the fair value of the assembled workforce
within the business acquired.
Acquisition costs of £2.7m directly related to the business combination have been immediately
expensed to the Consolidated Statement of Profit or Loss as part of administrative expenses and
included within exceptional operating items (see note 3). Between 6 February 2023 and 30 September
2023, ESN contributed £5.7m to Group revenues and a profit before tax of £1.1m. If the acquisition had
occurred on 1 October 2022, Group revenue would have been £137.4m and Group profit before tax
would have been £8.2m.
Business combinations for the year ended 30 September 2022
Acquisition of Platinum Parent Inc. (“LiveAuctioneers”)
On 1 October 2021, the Group acquired 100% of the equity share capital of LiveAuctioneers.
LiveAuctioneers is the provider of a curated online marketplace focused on the North American
A&A segment, designed for live auctions of collectibles, antiques and fine art. The purpose of the
acquisition was to further strengthen the Group’s presence in the US and expand its A&A segment
and accelerate the Group’s build out of an online auction ecosystem that will benefit all
stakeholders via the addition of an integrated payments solution.
Consideration
The maximum consideration payable of £404.7m ($543.9m) comprised:
upfront cash consideration of £358.8m ($482.2m);
rollover options and restricted stock units in Auction Technology Group plc in exchange for
share options previously held in LiveAuctioneers’ parent company, Platinum Parent Inc., for the
value of £27.3m ($36.7m); and
contingent consideration of up to a maximum £18.6m ($25.0m), subject to the performance of
LiveAuctioneers against certain targets for the year ending 31 December 2021.
Management calculated the fair value of the contingent consideration based on the expected
forecasts for the earn-out period and discounted using the acquisition’s internal rate of return,
resulting in a liability of £17.9m ($24.0m). The targets were met in full and cash contingent
consideration of £18.0m was paid during the year ended 30 September 2022. Payments for the
fair value of contingent consideration at the acquisition date are presented in the Consolidated
Statement of Cash Flows within cash flows from investing activities. Payments for the changes in
the fair value of contingent consideration since acquisition date are presented within cash flows
from financing activities. Exchange differences to reserves were recorded within foreign exchange
differences on translation of foreign operations in the Consolidated Statement of Comprehensive
Income or Loss. The unwinding of discount of £0.7m is reported as a finance cost in the
Consolidated Statement of Profit or Loss.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
144
Notes to the Consolidated Financial Statements
continued
11. Business combinations
continued
Purchase price allocation
Management assessed the fair value of the acquired assets and liabilities as part of the purchase
price allocation (“PPA”).
The fair values of the assets and liabilities following the finalisation of the purchase price
allocation are set out below:
Book value
£000
Fair value
adjustments
£000
Final
fair value
£000
Acquired intangible assets – software
8,133
16,361
24,494
Acquired intangible assets – customer relationships
27,053
92,970
120,023
Acquired intangible assets – brand
2,275
19,182
21,457
Internally generated software
1,820
1,820
Property, plant and equipment
88
88
Right of use assets
959
959
Trade receivables and other receivables
3,974
3,974
Income tax receivable/(payable)
194
(644)
(450)
Trade and other payables
(4,733)
(1,784)
(6,517)
Lease liabilities
(1,063)
(1,063)
Deferred tax liabilities
(11,287)
(30,865)
(42,152)
Net assets on acquisition
27,413
95,220
122,633
Goodwill (note 12)
281,341
Total consideration
403,974
Consideration satisfied by:
Initial cash consideration
288,524
Debt amounts settled
70,239
Fair value of equity interest
27,322
Contingent consideration – cash
16,865
Contingent consideration – equity
1,024
403,974
Net cash flow arising on acquisition:
Initial cash consideration
288,524
Debt amounts settled
70,239
358,763
Intangible assets
Intangible assets represent customer relationships, auction technology platform, payment technology
and brand for which amortisation of £13.4m was charged for the year ended 30 September 2022. The
intangible assets will be amortised over their respective expected useful economic lives: customer
relationships of 14 years, auction technology platform of 10 years, payment technology of five years
and brand of 15 years. Of the intangibles acquired, the customer relationship balances are especially
sensitive to changes in assumptions around discount rates and customer attrition rates. A 1% change
in the customer attrition rate results in a £12.0m change in the valuation.
Deferred tax
The fair value adjustment to the deferred tax liabilities of £30.9m relates to the deferred tax liability
recognised on the acquired intangible asset and the tax effect of the other fair value adjustments.
Other fair value adjustments
During the measurement period, the Group finalised the valuation of onerous contracts and costs
not accrued. Adjustments were made to the provisional PPA resulting in an increase in trade and
other payables of £1.8m and income tax payable of £0.6m. The fair value of the assets acquired
includes gross trade receivables of £4.1m. At acquisition date, the Group’s best estimate of trade
receivables expected not to be collected amounted to £0.3m.
Goodwill
Goodwill arises as a result of the surplus of consideration over the fair value of the separately
identifiable assets acquired. The main reason leading to the recognition of goodwill is the future
economic benefits arising from assets which are not capable of being individually identified and
separately recognised; these include the value of future technology including the roll out of the
payments platform to the wider Group, synergies expected to be realised post-acquisition, new
customer relationships and the fair value of the assembled workforce within the business
acquired. Goodwill deductible for tax purposes amounts to £18.1m.
Between 1 October 2021 and 30 September 2022, LiveAuctioneers contributed £38.7m to Group
revenues and a profit before tax of £5.0m.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
145
Notes to the Consolidated Financial Statements
continued
12. Goodwill and other intangible assets
Software
£000
Customer
relationships
£000
Brand
£000
Non-compete
agreement
£000
Total acquired
intangible
assets
£000
Internally
generated
software
£000
Goodwill
£000
Total
£000
Cost
1 October 2021
11,945
59,817
11,426
1,236
84,424
11,485
141,160
237,069
Acquisition of business (note 11)
24,494
120,023
21,457
165,974
1,820
281,341
449,135
Additions
4,209
4,209
Exchange differences
5,953
27,966
5,493
260
39,672
2,118
66,477
108,267
30 September 2022
42,392
207,806
38,376
1,496
290,070
19,632
488,978
798,680
Acquisition of business (note 11)
2,161
9,559
2,635
14,355
18,609
32,964
Additions
8,727
8,727
Exchange differences
(3,040)
(14,019)
(2,764)
(126)
(19,949)
(1,448)
(33,272)
(54,669)
30 September 2023
41,513
203,346
38,247
1,370
284,476
26,911
474,315
785,702
Amortisation and impairment
1 October 2021
5,376
12,947
1,880
297
20,500
7,332
27,832
Amortisation
6,118
17,436
2,736
301
26,591
4,118
30,709
Exchange differences
924
2,023
477
106
3,530
1,156
4,686
30 September 2022
12,418
32,406
5,093
704
50,621
12,606
63,227
Amortisation
4,610
18,727
2,917
341
26,595
3,827
30,422
Exchange differences
(527)
(1,303)
(276)
(59)
(2,165)
(1,209)
(3,374)
30 September 2023
16,501
49,830
7,734
986
75,051
15,224
90,275
Net book value
1 October 2021
6,569
46,870
9,546
939
63,924
4,153
141,160
209,237
30 September 2022
29,974
175,400
33,283
792
239,449
7,026
488,978
735,453
30 September 2023
25,012
153,516
30,513
384
209,425
11,687
474,315
695,427
Included within internally generated software is capital work-in-progress of £3.5m (FY22: £2.8m).
.
Intangible assets, other than goodwill, have a finite life and are amortised over their expected useful lives at the rates set out in the accounting policies in note 1.
The expected amortisation profile of acquired intangible assets is shown below:
Software
£000
Customer
relationships
£000
Brand
£000
Non-compete
agreement
£000
Total
£000
One to five years
17,070
83,262
14,873
384
115,589
Six to 10 years
7,942
50,879
10,224
69,045
11 to 15 years
19,375
5,416
24,791
30 September 2023
25,012
153,516
30,513
384
209,425
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
146
Notes to the Consolidated Financial Statements
continued
12. Goodwill and other intangible assets
continued
Impairment assessment
The goodwill and intangibles attributed to each of the Group’s cash-generating units (“CGUs”) and
groups of CGUs are assessed for impairment at least annually or more frequently where there are
indicators of impairment. The Group tests for impairment of goodwill at the operating segment
level representing an aggregation of CGUs, the level at which goodwill is monitored by
management. No CGU or group of CGUs is larger than an operating segment as defined by IFRS 8
“Operating Segments” before aggregation. The recoverable amount for CGU groups has been
determined on a value in use basis (“VIU”).
The table below sets out the carrying values of goodwill and other acquired intangible assets
allocated to each CGU at 30 September 2023 along with the pre-tax discount rates applied to the
risk-adjusted cash flow forecasts and the long-term growth rate.
2023
Goodwill
£000
Acquired
intangible
assets
£000
Valuation
method
Long-term
growth rate
Pre-tax
discount
rate
A&A marketplaces
299,196
177,091
VIU
3%
12.7%
I&C marketplaces
154,900
25,057
VIU
3%
12.7%
Auction Services
20,219
7,277
VIU
3%
11.4%
Total
474,315
209,425
2022
Goodwill
£000
Acquired
intangible
assets
£000
Valuation
method
Long-term
growth rate
Pre-tax
discount
rate
A&A marketplaces
304,282
196,672
VIU
3%
13.4%
I&C marketplaces
162,615
33,420
VIU
3%
13.4%
Auction Services
22,081
9,357
VIU
3%
12.1%
Total
488,978
239,449
When testing for impairment, recoverable amounts for all the Group’s CGUs and groups of CGUs
are measured at their value in use by discounting the future expected cash flows from the assets
in the CGUs. These calculations use cash flow projections based on Board approved budgets and
approved plans. While the Group prepares a five-year plan, levels of uncertainty increase as the
planning horizon extends. The Group’s plan focuses more closely on the next three years, however
for the purposes of the impairment testing the five-year forecasts are used as we do not
anticipate the long-term growth rate to be achieved until after this time.
The key assumptions and estimates used for value in use calculations are summarised as follows:
Assumption
Approach
Risk-adjusted
cash flows
are determined by reference to the budget for the year following the balance
sheet date and forecasts for the following four years, after which a long-term
perpetuity growth rate is applied. The most recent financial budget approved
by the Board has been prepared after considering the current economic
environment in each of the Group’s markets. These projections represent the
Directors’ best estimate of the future performance of these businesses.
CAGR
is the five-year compound annual growth rate from FY23 of the risk-adjusted
cash flows above.
Long-term
growth rates
are applied after the forecast period. These are based on external reports on
long-term GDP growth rates for the main markets in which each CGU
operates. Therefore, these do not exceed the long-term average growth rates
for the individual markets.
Pre-tax discount
rates
are derived from the post-tax weighted average cost of capital (“WACC”)
which has been calculated using the capital asset pricing model. They are
weighted based on the geographical area in which the CGU group’s revenue
is generated. The assumptions used in the calculation of the WACC are
benchmarked to externally available data and they represent the Group’s
current market assessment of the time value of money and risks specific to
the CGUs. Movements in the pre-tax discount rates for CGUs since the year
ended 30 September 2022 are driven by changes in market-based inputs. Any
unsystematic risk on the CGUs has been inherently built into the cash flows
of each of the CGUs and therefore no additional element of risk has been
included in the discount rates used at 30 September 2023.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
147
Notes to the Consolidated Financial Statements
continued
12. Goodwill and other intangible assets
continued
Sensitivity analysis
At 30 September 2023 under the impairment assessments prepared there is no impairment
required. However, both the A&A marketplaces and Auction Services CGUs are sensitive to a
movement in any one of the key assumptions. Management have therefore performed sensitivity
analysis based on reasonably possible scenarios including increasing the discount rates and
reducing the CAGR on the future forecast cash flows, both of which are feasible given the current
future uncertainty of macroeconomics. For the I&C marketplaces CGU, there is no realistic change
of assumption that would cause the CGU’s carrying amount to exceed its recoverable amount.
For the A&A marketplaces CGU, under the base case there is headroom of £248.8m at 30 September
2023 (FY22: £28.0m). The year-on-year increase in headroom is due a number of factors but
predominantly arises from the inclusion of ESN in the CGU, reduced discount rate, one year’s
amortisation and improved cash flows in the terminal year.
For the recoverable amount to fall to the carrying value, the discount rate would need to be
increased to 17.4% from 12.7% (FY22: 13.9% from 13.4%), the long-term growth rate reduced to a
negative 4.5% from 3.0% (FY22: 2.2% from 3.0%), or the CAGR from FY23 on the five-year future
forecast cash flows reduced by nine ppt (FY22: one ppt). With an uncertain macroeconomic
outlook, it is difficult to model the precise impact on business performance at this time but
should there be an economic downturn the A&A segment is likely to be impacted in the short
term due to reduced sales and margins but it would then be expected to return to higher growth
in later years. Management has modelled a scenario where A&A CGU revenue declines 4% in both
FY24 and FY25, resulting in a cumulative decrease of 8% with a return to steeper growth from
FY26 to FY28. The overall impact on the five-year adjusted EBITDA CAGR is a reduction of 3%. A
potential increase of 1% in discount rate or a reasonable worst-case increase of 2% in the discount
rate and 3% reduction in five-year CAGR growth rate could reduce the headroom to £90.0m and
£39.0m respectively (FY22: impairment of £59.0m and £96.0m).
For Auction Services with a headroom of £6.1m (FY22: £1.7m) for the recoverable amount to fall to
the carrying value, the discount rate would need to be increased to 13.4% from 11.4% (FY22: 12.6%
from 12.1%), the long-term growth rate reduced to 0.2% from 3.0% (FY22: 2.3% from 3.0%), or the
CAGR on the five-year future forecast cash flows reduced by two ppt (FY22: three ppt). Auction
Services is particularly sensitive to the long-term growth rate and discount rate applied. An
increase of 1% in the discount rate and 1% reduction in the long-term growth rate could reduce
headroom to £0.7m (FY22: impairment of £3.6m).
13. Property, plant and equipment
Land and
buildings
leasehold
£000
Computer
equipment
£000
Fixtures,
fittings and
equipment
£000
Total
£000
Cost
1 October 2021
245
370
144
759
Acquisition of business (note 11)
56
32
88
Additions
3
253
14
270
Disposals
(208)
(208)
Exchange differences
221
202
181
604
30 September 2022
525
617
371
1,513
Acquisition of business (note 11)
161
161
Additions
52
293
66
411
Disposals
(394)
(19)
(10)
(423)
Exchange differences
(51)
(31)
(33)
(115)
30 September 2023
293
860
394
1,547
Accumulated depreciation
1 October 2021
102
221
57
380
Charge for the year
102
140
38
280
Disposals
(208)
(208)
Exchange differences
205
173
157
535
30 September 2022
409
326
252
987
Charge for the year
99
188
43
330
Disposals
(394)
(19)
(10)
(423)
Exchange differences
(52)
(14)
(15)
(81)
30 September 2023
62
481
270
813
Net book value
1 October 2021
143
149
87
379
30 September 2022
116
291
119
526
30 September 2023
231
379
124
734
There is no material difference between the property, plant and equipment’s historical cost values
as stated above and their fair value equivalents.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
148
Notes to the Consolidated Financial Statements
continued
14. Trade and other receivables
30 September
2023
£000
30 September
2022
£000
Current
Trade receivables
12,974
12,660
Less: loss provision
(376)
(846)
12,598
11,814
Other debtors and prepayments
3,810
3,139
Contract assets
1,486
837
17,894
15,790
Non-current
Other debtors and prepayments
113
90
18,007
15,880
The Group applies the IFRS 9 “Financial Instruments” simplified approach to measuring expected
credit losses using a lifetime expected credit loss provision for trade receivables and contract
assets. To measure expected credit losses on a collective basis, trade receivables and contract
assets are grouped based on similar credit risk and ageing. The contract assets have similar risk
characteristics to the trade receivables for similar types of contracts. The expected loss model
incorporates current and forward-looking information on macroeconomic factors affecting the
Group’s customers.
The average credit period on sales is 30 days after the invoice has been issued. No interest is
charged on outstanding trade receivables. At 30 September 2023 there were no customers who
owed in excess of 10% of the total trade debtor balance (FY22: nil).
The ageing of trade receivables at 30 September was:
2023
2022
Gross
£000
Loss
provision
£000
Expected
loss rate
%
Gross
£000
Loss
provision
£000
Expected
loss rate
%
Within 30 days
9,940
39
11,385
259
2%
Between 30 and 60 days
1,074
2
461
93
20%
Between 60 and 90 days
525
9
2%
249
99
40%
Over 90 days
1,435
326
23%
565
395
70%
30 September
12,974
376
3%
12,660
846
7%
The movement in the loss provision during the year was as follows:
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
1 October
846
503
Arising on acquisition
277
(Decrease)/increase in loss allowance recognised in
Consolidated Statement of Profit or Loss
(132)
226
Uncollectable amounts written off
(270)
(290)
Exchange differences
(68)
130
30 September
376
846
Trade receivables and contract assets are written off where there is no reasonable expectation of
recovery. Indicators that there is no reasonable expectation of recovery include, amongst others,
the failure of a debtor to engage in a repayment plan with the Group, and a failure to make
contractual payments for a period of greater than 120 days past due.
Impairment losses on trade receivables and contract assets are presented as net impairment
losses within operating profit. Subsequent recoveries of amounts previously written off are credited
against the same line item. The carrying amount of trade and other receivables approximates to
their fair value. The total amount of trade receivables that were past due but not impaired was
£1.6m (FY22: £0.3m).
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
149
Notes to the Consolidated Financial Statements
continued
15. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and restricted cash. The carrying
amount of these assets approximates to their fair value.
30 September
2023
£000
Restated
30 September
2022
£000
Cash at bank
6,097
49,427
Restricted cash
2,442
2,390
8,539
51,817
Restricted cash consists of cash held by the Trustee of the Group’s Employee Benefit Trust
relating to share awards for employees.
In the prior year cash at bank included cash held by the Trustee of the Group’s Employee Benefit
Trust. As these funds are not available to circulate within the Group on demand, it is deemed
more appropriate this should be classified as restricted cash. The prior year has been restated
accordingly. This change in policy provides users with more reliable information about the nature
of the Group’s cash and cash equivalents.
16. Trade and other payables
30 September
2023
£000
30 September
2022
£000
Current
Trade payables
3,715
2,375
Payroll tax and other statutory liabilities
5,490
5,133
Deferred consideration
8,090
Accruals
7,594
9,489
Contract liabilities
1,518
1,783
26,407
18,780
The carrying amount of trade and other payables classified as financial liabilities at amortised
cost approximates to their fair value.
The deferred consideration will be settled in cash in February 2024. The unwinding of the discount
on deferred consideration is £0.2m which is included as a finance cost (note 8) in the Consolidated
Statement of Profit or Loss.
17. Leases
The Group leases assets including property and computer equipment.
The weighted average incremental borrowing rate contracted in FY23 was 7.5% (FY22: 6.6%).
Land and
buildings
leasehold
£000
Computer
equipment
£000
Motor
vehicles
£000
Total
£000
Right of use assets
1 October 2021
1,237
163
1
1,401
Acquisition of business (note 11)
959
959
Additions
67
67
Depreciation charge for the year
(752)
(167)
(1)
(920)
Exchange differences
200
7
207
30 September 2022
1,711
3
1,714
Acquisition of business (note 11)
438
438
Additions
567
567
Modifications
1,512
1,512
Depreciation charge for the year
(894)
(2)
(896)
Exchange differences
(103)
(1)
(104)
30 September 2023
3,231
3,231
Lease liabilities
1 October 2021
1,253
179
1,432
Acquisition of business (note 11)
1,063
1,063
Additions
67
67
Interest charge for the year
132
5
137
Lease payments
(909)
(187)
(1,096)
Exchange differences
231
6
237
30 September 2022
1,837
3
1,840
Acquisition of business (note 11)
438
438
Additions
566
566
Modifications
1,324
1,324
Interest charge for the year
189
189
Lease payments
(980)
(3)
(983)
Exchange differences
(119)
(119)
30 September 2023
3,255
3,255
Current
599
599
Non-current
2,656
2,656
30 September 2023
3,255
3,255
During the year ended 30 September 2023, the Group’s existing property lease in Omaha, United
States expired and the Group entered into a new five-year lease with an option to extend for a
further 10 years. The new lease is treated as an addition. The Directors have concluded that it is
not reasonably certain that they would exercise their right to extend the lease until March 2038.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
150
Notes to the Consolidated Financial Statements
continued
17. Leases
continued
The Group also extended its existing property lease in London, United Kingdom by
five-and-half-years with no option to extend. The lease is treated as a modification as it original
terms and conditions remain unchanged. Incremental costs of £0.2m incurred in extending the
lease are included in the modification of the right of use asset.
The charge recognised in the Consolidated Statement of Profit or Loss for the year was as follows:
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Depreciation charge
(896)
(920)
Interest charge
(189)
(137)
(1,085)
(1,057)
The non-cancellable lease rentals are payable as follows:
30 September
2023
£000
30 September
2022
£000
Within 1 year
756
881
Between 1 and 2 years
772
408
Between 2 and 5 years
1,710
556
3,238
1,845
At 30 September 2022 and 2023, there were no non-cancellable commitments relating to
short-term leases or low-value lease commitments.
18. Loans and borrowings
The carrying amount of loans and borrowings classified as financial liabilities at amortised cost
approximates to their fair value.
30 September
2023
£000
30 September
2022
£000
Current
Secured bank loan
12,861
30,983
Non-current
Secured bank loan
108,969
149,862
121,830
180,845
The Group entered into a Senior Facilities Agreement on 17 June 2021 which included:
A senior term loan facility (the “Senior Term Facility”) for $204.0m for the acquisition of
LiveAuctioneers. The Senior Term Facility was drawn down in full on 30 September 2021 prior
to completion of the acquisition of LiveAuctioneers on 1 October 2021. During the year ended
30 September 2023, a prepayment of $53.7m (£48.0m) was paid on the Senior Term Facility. In
the absence of any other prepayments, the scheduled repayment in FY24 is $7.4m on 30 June
2024 and $8.7m on 30 September 2024. The loan will be due for repayment on 17 June 2026.
A multi-currency revolving credit working capital facility (the “Revolving Credit Facility”) for
$49.0m. Any sums outstanding under the Revolving Credit Facility will be due for repayment on
17 June 2026. On 1 February 2023, $26.3m (£21.3m) was drawn down to partly fund the acquisition
of ESN (see note 11), and has been fully repaid by 30 September 2023.
The Senior Facilities Agreement contains an adjusted net leverage covenant which tests the
ratio of adjusted net debt against adjusted EBITDA and an interest cover ratio which tests the
ratio of adjusted EBITDA against net finance charges, in each case as at the last date of each
financial quarter, commencing with the financial quarter ending 30 September 2021. The Group
has complied with the financial covenants of its borrowing facilities during the year ended
30 September 2023.
The movements in loans and borrowings are as follows:
30 September
2023
£000
30 September
2022
£000
1 October
180,845
149,039
Repayment of loans and borrowings
(69,110)
(359)
Proceeds from loans and borrowings
21,250
Accrued interest and amortisation of finance costs
11,071
7,679
Interest paid
(10,651)
(7,283)
Exchange differences
(11,575)
31,769
30 September
121,830
180,845
The currency profile of the loans and borrowings is as follows:
30 September
2023
£000
30 September
2022
£000
US dollar
121,830
180,845
The weighted average interest charge (including amortised cost written off) for the year is as
follows:
Year ended
30 September
2023
%
Year ended
30 September
2022
%
Secured bank loan
8%
4%
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
151
Notes to the Consolidated Financial Statements
continued
19. Deferred taxation
The movement of net deferred tax liabilities is as follows:
Capitalised
goodwill and
intangibles
£000
Tax losses
£000
Share-based
payments
£000
Foreign
exchange
£000
Research and
development
£000
Other
temporary
differences
£000
Total
£000
1 October 2021
(12,229)
1,370
19
1,563
383
(8,894)
Acquisition of business (note 11)
(43,514)
548
276
511
27
(42,152)
Amount credited/(charged) to Consolidated Statement of Profit or Loss
6,327
3,526
1,002
(15,509)
(260)
(4,914)
Amount charged to equity
(150)
(150)
Exchange differences
(8,869)
673
(13)
(308)
9
(8,508)
30 September 2022
(58,285)
6,117
1,134
(13,743)
159
(64,618)
Deferred tax asset
Deferred tax liabilities
(58,285)
6,117
1,134
(13,743)
159
(64,618)
1 October 2022
(58,285)
6,117
1,134
(13,743)
159
(64,618)
Amount credited to Consolidated Statement of Profit or Loss
5,922
3,766
674
7,268
1,548
(174)
19,004
Exchange differences
4,163
(475)
1,172
9
56
4,925
30 September 2023
(48,200)
9,408
1,808
(5,303)
1,557
41
(40,689)
Deferred tax asset
Deferred tax liabilities
(48,200)
9,408
1,808
(5,303)
1,557
41
(40,689)
Tax losses include unrelieved interest in the US, where there are sufficient taxable profits forecast to be available in the future to enable them to be utilised. These losses are available indefinitely. Tax
on foreign exchange include unrealised foreign exchange differences arises from US holding companies with pound sterling as their functional currency for the Consolidated Financial Statements but
US dollar functional currency under US tax rules (see note 9). A deferred tax asset of £1.6m (2022 nil) relates to the US research and development credit which is spread over future years rather than
fully deductible in the year it arises.
No deferred tax asset has been recognised in respect of unused tax losses in the UK of £0.7m (FY22: £0.7m) as it is not considered probable that there will be future taxable profits available to offset
these tax losses. The losses may be carried forward indefinitely. The temporary differences relating to the unremitted earnings of overseas subsidiaries amounted to £0.9m (FY22: £1.1m). However, as
the Group can control whether it pays dividends from its subsidiaries and it can control the timing of any dividends, no deferred tax has been provided on the unremitted earnings on the basis there is
no intention to repatriate these amounts. In presenting the Group’s deferred tax balances, the Group offsets assets and liabilities to the extent we have a legally enforceable right to set off the arising
income tax liabilities and assets when hose deferred tax balances reverse.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
152
Notes to the Consolidated Financial Statements
continued
20. Share capital and reserves
30 September
2023
£000
30 September
2022
£000
Authorised, called up and fully paid
121,491,412 ordinary shares at 0.01p each (FY22: 120,525,304 ordinary
shares at 0.01p each)
12
12
12
12
The movements in share capital, share premium and other reserve are set out below:
Number of
shares
Share
capital
£000
Share
premium
£000
Other reserve
£000
1 October 2021
119,999,990
12
235,903
238,385
Shares issued
506,926
Shares issued in respect of share-based
payment plans
18,388
30 September 2022
120,525,304
12
235,903
238,385
Shares issued
680,794
328
Shares issued in respect of share-based
payment plans
285,314
30 September 2023
121,491,412
12
236,231
238,385
For the year ended 30 September 2023
966,108 ordinary shares of 0.01p each with an aggregate nominal value of £97 were issued for
options that vested for a cash consideration of £328,000. These included management rollover
options and restricted stock units granted in FY22 for the acquisition of LiveAuctioneers, Long-term
Incentive Plan Awards (“LTIP Awards”), shares issued under the Share Incentive Plan (“SIP”) and
Employee Stock Purchase Plan (“ESPP”) and to the Trust for LTIP Awards that have vested in the year.
For the year ended 30 September 2022
525,314 ordinary shares of 0.01p each with an aggregate nominal value of £53 were issued
for options that vested. These included 50% of the restricted stock units granted for the
LiveAuctioneers acquisition (see note 11), LTIP Awards, shares issued under the SIP and ESPP
and to the Trust for LTIP Awards that have vested in the year.
Reserves
The following describes the nature and purpose of each reserve within equity:
Retained losses
represent the profits/(losses) of the Group made in current and preceding years.
Other reserve
comprises:
a merger reserve that arose on the Group reorganisation on 13 January 2020
and is the adjustment of the comparative and current year consolidated
reserves of the Group to reflect the statutory share capital and share
premium of Auction Technology Group plc as if it had always existed; and
share premium, net of share issue costs, recognised in the other reserve
in accordance with section 612 of the Companies Act 2006 for the equity
raise on 17 June 2021 via a cashbox placing.
Capital redemption
reserve
arose on the redemption or purchase of the Company’s own shares. The
Company issued shares directly to the Trusts of 266,322 during the year
and held 210,475 as at 30 September 2023 (FY22: 124,927).
Share option reserve
relates to share options awarded (see note 21) and options granted in FY22
for the acquisition of LiveAuctioneers.
Foreign exchange
reserve
comprises all foreign exchange differences arising from the translation of
the financial statements of foreign operations.
21. Employee benefits
Defined contribution pension plans
The Group operates several defined contribution pension plans. The total expense relating to
these plans in the current year was £0.6m (FY22: £0.6m). There was £69,000 accruing to these
pension schemes as at 30 September 2023 (FY22: £78,000).
Share-based payments
The Group had three share-based payment plans in effect in FY23, details of which are set out in
this note and the Directors’ Remuneration Report.
Pre-admission awards
Pre-admission awards were granted to employees in January and February 2021 in advance of the
IPO. Pre-admission awards are subject to a three-year holding period subject to the recipient’s
continued employment.
LTIP
The Long-term Incentive Plan (“LTIP”) is the primary long-term incentive plan for approximately
130 employees within the Group. Under the plan, annual nil-cost awards, based on a percentage
of salary, may be offered. It is expected that these awards will normally vest over a three-year
period subject to the recipient’s continued employment at the date of vesting and, for Executive
Directors, the satisfaction of performance conditions to be measured over three financial years.
LA LTIP
Nil-cost awards under the LTIP were granted to employees on acquisition of LiveAuctioneers on
1 October 2021. These awards will vest over a range from one to six-year period subject to the
recipient’s continued employment at the date of vesting.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
153
Notes to the Consolidated Financial Statements
continued
21. Employee benefits
continued
SIP and ESPP
The Group operates a Share Incentive Plan (“SIP”) and Employee Stock Purchase Plan (“ESPP”) in which all employees, including Executive Directors, are eligible to participate. The plans were approved
by shareholders in 2021 and implemented with effect from 1 November 2021.
UK participants in the SIP may invest up to £1,800 of their pre-tax salary each year to purchase shares in the Company. For each share acquired, the Company purchases a matching share. Employees must
remain with the Group for three years from the date of purchase of each Partnership Share in order to qualify for the matching share, and for five years for the shares to be transferred to them tax free. The
employee is entitled to dividends on shares purchased, and to vote at shareholder meetings. There is a similar scheme for employees in Germany. US participants in the ESPP may contribute a portion of
their monthly salary over six-month periods up to a maximum of $12,500. At the end of the period, the employee has the option to withdraw their accumulated funds or purchase shares at a price equal
to 85% of the lower of the market prices prevailing at the beginning or end of the period. Employees purchased 50,184 (FY22: 9,354) shares of the Company at a weighted average exercise price of £5.89.
Deferred bonus – equity seled
The Deferred Share Bonus Plan (“DSBP”) is a discretionary plan for Executive employees to defer a portion of their cash bonus into an award of shares. Of the annual incentive to Executive Directors,
25% is deferred into shares under the DSBP. Deferred shares must normally be held for a period of three years.
The share awards/options set out below are outstanding at 30 September 2023.
Share-based
payment expense
£000
Options at
1 October 2022
Number
Granted
in the year
Number
Exercised
during the year
Number
Cancelled/forfeited
during the year
Number
Options at
30 September 2023
Number
Pre-admission awards
798
549,069
(65,503)
483,566
LTIP
4,884
1,043,047
919,954
(147,167)
(243,542)
1,572,292
LA LTIP
665
236,241
82,289
(39,820)
(107,532)
171,178
Deferred bonus – equity settled
79
8,636
19,187
27,823
SIP and ESPP
88
14,343
(1,672)
12,671
Payroll tax
514
n/a
n/a
n/a
n/a
n/a
Total
7,028
1,836,993
1,035,773
(186,987)
(418,249)
2,267,530
The share awards/options set out below are outstanding at 30 September 2022.
Share-based
payment expense
£000
Options at
1 October 2021
Number
Granted
in the year
Number
Exercised
during the year
Number
Cancelled/forfeited
during the year
Number
Options at
30 September 2022
Number
Pre-admission awards
909
642,686
(93,617)
549,069
LTIP
2,530
483,641
706,757
(10,144)
(137,207)
1,043,047
LA LTIP
1,301
242,174
(5,933)
236,241
Deferred bonus – equity settled
33
8,636
8,636
Payroll tax
453
n/a
n/a
n/a
n/a
n/a
Total
5,226
1,126,327
957,567
(10,144)
(236,757)
1,836,993
All share options outstanding are equity-settled and are options to subscribe for new ordinary shares of 0.01p each in the Company. The fair value is determined at the date of grant and is not
subsequently remeasured unless conditions on which the award was granted are modified. The share options granted in the year have no market performance conditions associated with them and
so fair value is deemed to be the share price at date of grant. The weighted average fair value per option granted during the year was £7.49 (FY22: £11.84). The resulting fair value which is expensed over
the service period is adjusted, based on management’s best estimate, for a percentage of employees that will leave the Group.
The weighted average exercise price of the options granted, exercised and forfeited was £nil (FY22: £nil) and the market price at date of exercise was £7.06 (FY22: £9.50). The options outstanding at
30 September 2022 and 2023 had a weighted average exercise price of £nil (FY22: £nil) and a weighted average remaining contractual life of 1.1 years (FY22: 1.7 years). There are 18,850 share options
with a weighted average exercise price of £nil exercisable at 30 September 2023 (FY22: 6,072).
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
154
Notes to the Consolidated Financial Statements
continued
22. Financial instruments
The Group is exposed to risks that arise from its use of financial instruments. This note describes
the Group’s objectives, policies and processes for managing those risks and the methods used to
measure them. The significant accounting policies are disclosed in note 1.
Financial instruments by category
30 September
2023
£000
30 September
2022
£000
Financial assets held at amortised cost
Trade and other receivables (excluding prepayments
and non-financial assets)
15,291
13,078
Cash and cash equivalents
8,539
51,817
23,830
64,895
Financial liabilities held at amortised cost
Trade and other payables (excluding non-financial liabilities)
(20,917)
(13,647)
Loans and borrowings
(121,830)
(180,845)
(142,747)
(194,492)
Financial risk management
The Group’s activities and the existence of the above financial instruments expose it to a variety
of financial risks. The Board has overall responsibility for the determination of the Group’s risk
management objectives and policies. The overall objective of the Board is to set policies that seek
to reduce ongoing risk as far as possible without unduly affecting the Group’s competitiveness
and flexibility.
The Group is exposed to the following financial risks:
Credit risk
The Group’s exposure to credit risk arises from cash and cash equivalents, as well as outstanding
receivables (note 14).
The Group’s cash and cash equivalents are all held on deposit with leading international banks
and hence the Directors consider the credit risk associated with such balances to be low. It is
the Group’s policy that banks and financial institutions only independently rated parties with a
minimum rating of ‘A’ are accepted. If a bank rating is downgraded the business is required to move
banks as soon as practicably possible.
The Group provides credit to customers in the normal course of business. The amounts
presented in the Consolidated Statement of Financial Position in relation to the Group’s trade
receivables are presented net of loss allowances. The Group measures loss allowances at an
amount equal to the lifetime ECL using both qualitative and quantitative information and analysis
based on the Group’s historical experience and forward-looking information. During the year there
was a credit to the Consolidated Statement of Profit or Loss of £0.1m (FY22: charge of £0.2m) to
reduce the loss allowance.
The carrying amount of financial assets recorded in the financial statements, which is net of
impairment losses, represents the Group’s maximum exposure to credit risk.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the amount of funding
required for growth. It is the risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due. The Group manages its cash and borrowing requirements through
preparation of annual cash flow forecasts reflecting known commitments and anticipated
projects in order to maximise interest income and minimise interest expense, whilst ensuring that
the Group has sufficient liquid resources to meet the operating needs of the Group. Borrowing
facilities are arranged as necessary to finance requirements.
The table below analyses the Group’s financial liabilities based on the period remaining to the
contractual maturity dates at the reporting date. The amounts disclosed in the table are the
carrying amounts and undiscounted net contractual cash flows.
2023
Carrying
amount
£000
Contractual
cash flows
£000
Due less
than 1 year
£000
Between 1
and 5 years
£000
Over 5 years
£000
Loans and borrowings
121,830
123,290
13,391
109,899
Trade and other payables
20,917
20,917
20,917
30 September 2023
142,747
144,207
34,308
109,899
2022
Carrying
amount
£000
Contractual
cash flows
£000
Due less
than 1 year
£000
Between 1
and 5 years
(restated
1
)
£000
Over 5 years
£000
Loans and borrowings
180,845
182,673
31,342
151,331
Trade and other payables
13,647
13,647
13,647
30 September 2022
194,492
196,320
44,989
151,331
1 Restated due to calculation error in the FY22 Consolidated Financial Statements.
Foreign exchange risk
Foreign exchange risk is the risk that movements in exchange rates affect the profitability of
the business. The Group’s policy is, where possible, to allow Group entities to settle liabilities
denominated in their local functional currency (primarily pound sterling, US dollars or euro) with
the cash generated from their own operations in that currency.
The Group earns revenue and incurs costs in local currencies and is able to manage foreign
exchange risk by matching the currency in which revenue is generated and expenses are incurred.
Movements in the exchange rate of the US dollar and the euro against pound sterling have an
impact on both the result for the period and equity.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
155
Notes to the Consolidated Financial Statements
continued
22. Financial instruments
continued
The carrying amounts of the Group’s foreign currency denominated monetary assets and
monetary liabilities at the reporting date are as follows:
30 September
2023
£000
30 September
2022
£000
Net foreign currency monetary liabilities
US dollars
(125,770)
(143,890)
Euros
124
1,888
The following table details the Group’s sensitivity to a 10% (FY22: 10%) strengthening and
weakening in pound sterling against the US dollar and euro. The sensitivity analysis includes only
foreign currency denominated monetary items and adjusts their translation at the period end for
a 10% change in foreign currency rates. Where pound sterling strengthens 10% (FY22: 10%) against
the relevant currency, a negative number below indicates an increase in profit in the Consolidated
Statement of Profit or Loss and the Consolidated Statement of Changes in Equity and a positive
number indicates a decrease in profit in the Consolidated Statement of Profit or Loss and the
Consolidated Statement of Changes in Equity. For a 10% (FY22: 10%) weakening in pound sterling
against the relevant currency, there would be an equal and opposite impact on the profit in the
Consolidated Statement of Profit or Loss and the Consolidated Statement of Changes in Equity.
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
US dollars
Change in profit for the year in Consolidated Statement of Profit or Loss
12,097
15,842
Change in profit in Consolidated Statement of Changes in Equity
480
(1,953)
Euros
Change in profit for the year in Consolidated Statement of Profit or Loss
(8)
(3)
Change in profit in Consolidated Statement of Changes in Equity
(4)
(183)
Deferred tax on unrealised foreign exchange differences arises from US holding companies with
pound sterling as their functional currency for the Consolidated Financial Statements but US
dollar functional currency under US tax rules (see note 9). Per the US tax basis these holding
companies incurred an unrealised foreign exchange loss of £28.2m on intra-group loans
denominated in pound sterling totalling £295.6m (FY22: gain of £61.9m). Unrealised foreign
exchange differences are not taxable until realised, giving rise to deferred tax. Movements in the
exchange rate of the US dollar against sterling have an impact on the result for the period. A 10%
strengthening or weakening in pound sterling against the US dollar would result in an decrease or
increase in the profit in the Consolidated Statement of Profit of Loss of £19.9m (FY22: £19.9m).
Net investment hedge
In June 2022, the Senior Term Facility was designated as a hedge of the net investment in the US
dollar denominated subsidiaries. There was no ineffectiveness recorded from the net investment
in foreign entity hedges.
30 September
2023
£000
30 September
2022
£000
Net investment hedge
Loans and borrowings
121,830
180,845
US dollar carrying amount of Senior Term Facility
$150,286
$183,000
Hedge ratio
1:1
1:1
Change in carrying amount of Senior Term Facility as a result of
foreign currency movements recognised in Consolidated Statement
of Profit or Loss and Other Comprehensive Income or Loss
11,841
(16,173)
Change in value of hedged item used to determine hedge effectiveness
(11,841)
16,173
Interest rate risk
The Group was exposed to interest rate risk during the year because entities in the Group
borrowed funds at floating interest rates. There were loans of £121.8m outstanding at
30 September 2023 (FY22: £180.8m).
The sensitivity analyses below have been determined based on the exposure to interest rates. For
floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the
reporting date was outstanding for the whole period.
If interest rates had been 200bps higher/lower and all other variables were held constant, the
Group’s profit for the year ended 30 September 2023 would increase or decrease by £2.3m (FY22:
£3.3m). This is mainly attributable to the Group’s exposure on its variable rate Senior Term Facility
and Revolving Credit Facility.
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as
a going concern and to maintain an optimal capital structure which provides an adequate return
to shareholders. The Group sets the amount of capital it requires in proportion to risk. The Group
manages its capital structure and adjusts it in the light of changes in economic conditions and the
risk characteristics of the underlying assets. In order to maintain or adjust the capital structure,
the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares, or sell assets to reduce debt.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
156
Notes to the Consolidated Financial Statements
continued
22. Financial instruments
continued
Fair value of financial instruments
The fair value of financial assets and financial liabilities are determined in accordance with IFRS 13 “Fair Value Measurement” as follows:
Level 1
The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets is determined with reference to quoted market prices.
Level 2
The fair value of other financial assets and financial liabilities (excluding derivative instruments) is determined in accordance with generally accepted pricing models based on discounted cash flow
analysis using prices from observable current market transactions and dealer quotes for similar instruments.
Level 3
If one or more significant inputs are not based on observable market data, the instrument is included in level 3.
There are no financial instruments classified as level 3.
Financing activities
The movements in assets/(liabilities) arising from financing activities are as follows:
2023
1 October 2022
£000
Arising on
acquisition
£000
Fair value
movements
£000
Other non-cash
movements
£000
Cash flow
£000
Exchange
differences
£000
30 September
2023
£000
Cash and cash equivalents
51,817
(43,682)
404
8,539
Total financing assets
51,817
(43,682)
404
8,539
Bank loans
(180,845)
(11,071)
58,511
11,575
(121,830)
Lease liabilities
(1,840)
(438)
(2,079)
983
119
(3,255)
Total financing liabilities
(182,685)
(438)
(13,150)
59,494
11,694
(125,085)
2022
1 October 2021
£000
Arising on
acquisition
£000
Fair value
movements
£000
Other non-cash
movements
£000
Cash flow
£000
Exchange
differences
£000
30 September
2022
£000
Cash and cash equivalents
397,451
(354,720)
9,086
51,817
Total financing assets
397,451
(354,720)
9,086
51,817
Bank loans
(148,686)
(7,674)
7,283
(31,768)
(180,845)
Loan notes
(353)
(5)
359
(1)
Contingent consideration
(2,794)
(17,889)
(1,849)
1,024
22,168
(660)
Lease liabilities
(1,432)
(1,063)
(204)
1,096
(237)
(1,840)
Total financing liabilities
(153,265)
(18,952)
(1,849)
(6,859)
30,906
(32,666)
(182,685)
Other non-cash movements include accrued finance costs, amortisation of finance costs, additions to lease liabilities and contingent consideration - equity portion.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
157
Notes to the Consolidated Financial Statements
continued
23. Related party transactions
For the year ended 30 September 2023
The Group paid seven months’ rent of $80,000 (£64,000) to McQuade Enterprises LLC, a company
owned by the previous owners of ESN. There were other no related party transactions.
For the year ended 30 September 2022
There were no related party transactions.
Key management personnel compensation
The Group has determined that the key management personnel constitute the Board and the
members of the Senior Management Team.
Year ended
30 September
2023
£000
Year ended
30 September
2022
£000
Short-term employee benefits
3,182
4,600
Post-employment benefits
61
73
Share-based payment expense
3,908
3,062
Total key management personnel compensation
7,151
7,735
Remuneration of Directors
Further details of the Directors’ remuneration and share options are set out in the Remuneration
Committee Report on pages 94 to 112. The total amounts for Directors’ remuneration were
as follows:
Year ended
30 September
2023
£000
Restated
1
Year ended
30 September
2022
£000
Short-term employee benefits
1,034
1,354
Non-Executive Directors’ fees
334
284
Post-employment benefits
48
46
Share-based payment expense
1,624
1,152
Total Directors’ remuneration
3,040
2,836
1 Short-term benefits restated to include annual bonuses.
24. Events aſter the balance sheet date
There were no other events after the balance sheet date.
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
158
Notes to the Consolidated Financial Statements
continued
25. List of subsidiaries
In accordance with section 409 of the Companies Act 2006, a full list of subsidiaries, the registered office and the effective percentage of equity owned included in these Consolidated Financial
Statements at 30 September 2023 are disclosed below.
Subsidiary undertakings
Registered office
Principal activity
Proportion held
ATG Media Holdings Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Holding company
100%
ATG Nominees Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
ATG US Holdings Inc.
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Holding company
100%
ATG US Holdings Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Holding company
100%
Auction Bidco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Holding company
100%
Auction Fluency Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Auction Holdco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Holding company
100%
Auction Midco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Auction Mobility LLC
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Provision of auction trading software
100%
Auction Payment Network LLC
233 South 13th Street Suite 1900, Lincoln, Nebraska, 68508, United States
Provision of auction trading software
100%
Auction Technology Group Germany GmbH
Grosse Backerstrasse 9, 20095, Hamburg, Germany
Provision of auction trading software
100%
Auction Technology Group UK Holdings Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Auction Topco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Bidspotter Inc.
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Provision of auction trading software
100%
LiveAuctioneers LLC
80 State Street, Albany, New York, 12207-2543, United States
Provision of auction trading software
100%
Metropress Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Provision of auction trading software
100%
Peddars Management Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Proxibid Inc.
233 South 13th Street Suite 1900, Lincoln, Nebraska, 68508, United States
Provision of auction trading software
100%
Proxibid UK Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Turner Bidco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Turner Topco Limited
The Harlequin Building, 65 Southwark Street, London, SE1 0HR, United Kingdom
Dormant
100%
Vintage Software LLC
221 Bolivar Street, Jefferson City, Missouri, 65101, United States
Provision of auction trading software
100%
All holdings of subsidiaries are of ordinary shares. In addition, there are 100% preference shares held in Auction Topco Limited.
The United Kingdom dormant companies listed above are exempt from preparing individual accounts and from filing with the registrar individual accounts by virtue of Section 394 and 448 of the
Companies Act 2006 respectively.
For the year ended 30 September 2023, the following subsidiary undertakings of the Group were exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts
by virtue of Section 479A of the Companies Act 2006.
Company
Company registration number
ATG Media Holdings Limited
06521301
Auction Bidco Limited
12401140
Auction Holdco Limited
12400986
Auction Midco Limited
12400881
Auction Technology Group UK Holdings Limited
06636047
Auction Topco Limited
12400807
Proxibid UK Limited
09023785
Turner Bidco Limited
08968359
Turner Topco Limited
08968154
Strategic Report
Corporate Governance
Financial Statements
Auction Technology Group plc
Annual Report 2023
159
Company Statement of Financial Position
as at 30 September 2023
Note
30 September
2023
£000
30 September
2022
£000
ASSETS
Non-current assets
Investments
5
270,351
270,351
Trade and other receivables
6
257,587
246,457
Total non-current assets
527,938
516,808
Current assets
Trade and other receivables
6
314
340
Cash and cash equivalents
7
32
Total current assets
346
340
Total assets
528,284
517,148
LIABILITIES
Current liabilities
Trade and other payables
8
(1,629)
(3,608)
Total current liabilities
(1,629)
(3,608)
Total liabilities
(1,629)
(3,608)
Net assets
526,655
513,540
EQUITY
Share capital
9
12
12
Share premium
9
236,231
235,903
Other reserve
9
238,389
238,389
Capital redemption reserve
9
5
5
Share option reserve
9
23,485
34,690
Retained earnings
28,533
4,541
Total equity
526,655
513,540
As permitted by Section 408 of the Companies Act 2006, no separate Statement of Profit or Loss and Other Comprehensive Income or Loss is presented in respect of the parent Company. The profit
for the year attributable to the shareholders of the Company and recorded through the accounts of the Company was £6.3m (FY22: £14.7m).
The Company Financial Statements on pages 160 to 163 were approved by the Board of Directors on 30 November 2023 and signed on its behalf by:
John-Paul Savant
Tom Hargreaves
Company registration number 13141124
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160
Company Statement of Changes in Equity
for the year ended 30 September 2023
Share
capital
£000
Share
premium
£000
Other
reserve
£000
Capital
redemption
reserve
£000
Share
option
reserve
£000
Retained
earnings/
(losses)
£000
Total
£000
1 October 2022
12
235,903
238,389
5
1,649
(10,265)
465,693
Comprehensive income
Profit and total comprehensive income for the period
14,728
14,728
Transactions with owners
Issue of ordinary shares as consideration for a business combination,
net of transaction costs and tax
28,346
28,346
Movement due to equity-settled share-based payments
4,695
78
4,773
30 September 2022
12
235,903
238,389
5
34,690
4,541
513,540
Comprehensive income
Profit and total comprehensive income for the year
6,273
6,273
Transactions with owners
Shares issued
328
328
Share-based payments
(11,205)
17,719
6,514
30 September 2023
12
236,231
238,389
5
23,485
28,533
526,655
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Financial Statements
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161
1. Accounting policies
The following accounting policies have been applied consistently in dealing with items which are
considered material in relation to the Company’s financial statements.
General information
Auction Technology Group plc (the “Company”) is a company incorporated in the United Kingdom
under the Companies Act.
The Company is a public company limited by shares and is registered in England and Wales.
The registered office of the Company can be found on page 129.
The principal activity of the Company is to act as an investment holding company that provides
management services to its subsidiaries.
Basis of preparation
These financial statements present information about the Company as an individual undertaking
and not about its Group. These financial statements have been prepared under the historic cost
convention unless otherwise specified within these accounting policies and in accordance with
Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”) and the Companies
Act 2006.
In preparing these financial statements, the Company applies the recognition, measurement and
disclosure requirements of the UK-adopted International Accounting Standards (“UK-adopted IAS”)
but makes amendments where necessary in order to comply with the Companies Act 2006 and
has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
In these financial statements, the Company has applied the exemptions available under FRS 101
in respect of the following disclosures:
a Cash Flow Statement and related notes;
disclosures in respect of transactions with wholly owned subsidiaries;
disclosures in respect of share-based payments;
disclosures in respect of capital management;
the effects of new but not yet effective IFRSs;
the requirements of paragraphs 17 and 18A of IAS 24 “Related Party Disclosures”, including
disclosures in respect of the compensation of key management personnel;
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d) to 134(f) and 135(c) to 135(e) of IAS 36
“Impairment of Assets”; and
a separate Statement of Profit or Loss in line with the Section 408 exemption.
Where required, equivalent disclosures are given in the Consolidated Financial Statements.
The Company has no other related party transactions other than the compensation of key
management personnel, set out in note 23 of the Consolidated Financial Statements.
The principal accounting policies adopted are the same as those set out in note 1 to the
Consolidated Financial Statements except as noted below.
Share-based payments
The Company had three share-based payment plans in effect in FY23, set out in note 21 of the
Consolidated Financial Statements and the Directors’ Remuneration Report.
Investments
In the Company’s financial statements, investments in subsidiary undertakings are stated at cost
less provision for any impairment in value.
Impairment of investments
The Company evaluates its investments for financial impairment where events or circumstances
indicate that the carrying amount of such assets may not be fully recoverable. When such
evaluations indicate that the carrying value of an asset exceeds its recoverable value, an
impairment is recorded.
2. Significant accounting judgements and estimates
The preparation of financial statements requires management to make judgements, estimates
and assumptions that affect the application of accounting policies and the reported amounts
of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Judgements and estimates made by the Directors in the application of these accounting policies
that have significant effect on these financial statements and estimates with a significant risk
of material adjustment in the next financial year are set out below. Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the year in which the estimate is revised and in any future years affected. There are no significant
estimates or judgements in the financial statements.
3. Staff costs
The Company has no employees other than the Directors. The monthly average number
of persons employed by the Company during the year amounted to two (FY22: two). Details
of Directors’ remuneration are set out in the Directors’ Remuneration Report.
4. Auditor’s remuneration
The Company has incurred audit fees of £15,000 (FY22: £13,700) for the year.
Notes to the Company Financial Statements
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Annual Report 2023
162
5. Investments
30 September
2023
£000
30 September
2022
£000
1 October
270,351
134,048
Additions
136,303
30 September
270,351
270,351
In September 2022, the Company restructured its investments resulting in an increased
investment in Auction Topco Limited of £11.9m and Auction Holdco Limited, previously an indirect
investment, becoming a direct subsidiary following the transfer of its shares from Auction Midco
Limited to the Company at book value of £124.7m.
Details of the principal subsidiary undertakings of the Company at 30 September 2023 can be
found in note 25 of the Consolidated Financial Statements.
6. Trade and other receivables
30 September
2023
£000
30 September
2022
£000
Current
Other debtors and prepayments
314
340
314
340
Non-current
Deferred tax asset
432
229
Amounts owed by Group undertakings
257,155
246,228
257,587
246,457
257,901
246,797
Non-current amounts owed by Group undertakings is a loan with interest rate of 5.5% and
repayable in September 2029.
The Directors are of the opinion that based on recent and forecast trading it is probable that the
level of profits in future years is sufficient for the deferred tax assets to be recovered.
7. Cash and cash equivalents
30 September
2023
£000
30 September
2022
£000
Cash at bank
32
8. Trade and other payables
30 September
2023
£000
30 September
2022
£000
Trade payables
530
112
Corporation tax
40
1,781
Amounts owed to Group undertakings
235
Payroll tax and other statutory liabilities
319
153
Accruals
740
1,327
1,629
3,608
9. Share capital and reserves
30 September
2023
£000
30 September
2022
£000
Authorised, called up and fully paid
121,491,412 ordinary shares at 0.01p each (FY22: 120,525,304 ordinary
shares at 0.01p each)
12
12
Further details of movements in share capital and reserves are outlined in note 20 of the
Consolidated Financial Statements.
Reserves
The following describes the nature and purpose of each reserve within equity:
Retained earnings/
(losses)
represent the profits/(losses) of the Company made in current and
preceding years.
Other reserve
comprises:
a merger reserve that arose on the Group reorganisation on 13 January 2020
and is the adjustment of the comparative and current year consolidated
reserves of the Group to reflect the statutory share capital and share
premium of Auction Technology Group plc as if it had always existed; and
share premium, net of share issue costs, recognised in the other reserve
in accordance with section 612 of the Companies Act 2006 for the equity
raise on 17 June 2021 via a cashbox placing.
Capital redemption
reserve
arose on the redemption or purchase of the Company’s own shares. The
Company issued shares directly to the Trust of 266,322 during the year
and held 210,475 as at 30 September 2023 (FY22: 124,927).
Share option
reserve
relates to share options awarded and options granted for the FY22 acquisition of
LiveAuctioneers (see note 20 and 21 of the Consolidated Financial Statements).
Equity-settled share-based payments made available to employees of the
Company’s subsidiaries are treated as increases in equity over the vesting period
of the award with a corresponding charge to the Company’s subsidiaries.
10. Post balance sheet events
There were no other events after the balance sheet date.
Notes to the Company Financial Statements
continued
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Financial Statements
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Annual Report 2023
163
A&A
Art & Antiques
atgPay
the Group’s integrated payment solution
atgShip
the Group’s integrated shipping solution
Auction Mobility
Auction Mobility LLC
Bidder sessions
web sessions on the Group’s marketplaces online within a given timeframe
BidSpoer
the Group’s marketplace operated via the www.BidSpotter.co.uk and
www.BidSpotter.com domain
Big 4
Christie’s, Sotheby’s, Phillips and Bonhams A&A auction houses
EBITDA
earnings before interest, taxes, depreciation and amortisation
ESN
the Group’s marketplace operated via the www.EstateSales.NET domain
GMV
gross merchandise value, representing the total final sale value of all lots
sold via winning bids placed on the marketplaces or the platform,
excluding additional fees (such as online fees and auctioneers’
commissions) and sales of retail jewellery (being new, or nearly new,
jewellery)
i-bidder
the Group’s marketplace operated by the www.i-bidder.com domain
I&C
Industrial & Commercial
LiveAuctioneers
the Group’s marketplace operated via the www.liveauctioneers.com
domain
Lot-tissimo
the Group’s marketplace operated via the www.lot-tissimo.com domain
LTIP Awards
the Company’s Long-term Incentive Plan
Marketplaces
the online auction marketplaces operated by the Group
Conversion rate
represents GMV as a percentage of THV; previously called ‘online share’
Organic revenue
Organic revenue shows the current period results excluding the
acquisition of ESN on 6 February 2023. Organic revenue is shown on a
constant currency basis using average exchange rates for the current
financial period applied to the comparative period and is used to
eliminate the effects of fluctuations in assessing performance
Proxibid
the Group’s marketplace operated via the www.proxibid.com domain
The Saleroom
the Group’s marketplace operated via the www.the-saleroom.com domain
Take rate
represents the Group’s marketplace revenue, excluding EstateSales.NET,
as a percentage of GMV. Marketplace revenue is the Group’s reported
revenue excluding Content and Auction Services revenue
THV
total hammer value, representing the total final sale value of all lots
listed on the marketplaces or the platform, excluding additional fees
(such as online fees and auctioneers’ commissions) and sales of retail
jewellery (being new, or nearly new, jewellery)
Timed auctions
auctions which are held entirely online (with no in-room or telephone
bidders) and where lots are only made available to online bidders for a
specific, pre-determined timeframe
Timed+
the Group’s integrated bidding solution for timed auctions on
LiveAuctioneers and Auction Mobility
Glossary
Auction item images featured within this report
Page 5: image courtesy of Palm Beach Modern Auctions
Page 9: image courtesy of Dore & Rees
Page 12: image courtesy of Keys Fine Art Auctioneers
Page 29: image courtesy of Mellors & Kirk
Page 44: image courtesy of Dreweatts
Page 45: image courtesy of Dreweatts
Page 71: image courtesy of Roseberys Fine Art Auctioneers
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Company website
The Company’s website at www.auctiontechnologygroup.com contains the latest information
for shareholders.
Annual General Meeting
The 2024 AGM will be held on 30 January 2024 at 2:00pm at the offices of Travers Smith LLP,
10 Snow Hill, London EC1A 2AL. The AGM provides the Board with the opportunity to engage
with shareholders. Full details of the business to be considered at the meeting will be included
in the Notice of Annual General Meeting. The Notice of Meeting and all other details for the AGM
will be available on the Company’s website, www.auctiontechnologygroup.com.
Share price information
The latest price of the Company’s ordinary shares is available on www.londonstockexchange.com.
ATG’s ticker symbol is ATG.
Registrar
The Company’s share register is maintained by Equiniti. Shareholders should contact the registrar,
Equiniti, in connection with changes of address, lost share certificates, transfers of shares etc and
they can be contacted as follows:
Shareholder helpline: +44 (0) 371 384 2030 (If calling from outside of the UK, please ensure the
country code is used). Open Monday to Friday 08:30am to 5.30pm.
Further contact details can be found here: https://equiniti.com/uk/contact-us/shareholder-enquiries/
Equiniti Limited
Aspect House
Spencer Road, Lancing
West Sussex
BN99 6DA
Electronic communications
If you would like to receive all shareholder information such as the Annual Report and Notice of
Meeting via our website and receive a notification by email each time new information is available,
please register for electronic communications at www.shareview.co.uk.
Investor Relations
investorrelations@auctiontechnologygroup.com
Advisers:
Joint financial advisers
Deutsche Numis
45 Gresham Street
London EC2V 7BF
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London
E14 5JP
Legal advisers to the Company
Travers Smith LLP
10 Snow Hill
London
EC1A 2AL
Auditor
Deloitte LLP
Hill House
1 Little New Street
London
EC4A 3TR
Public relations advisers to the Company
Teneo Communications
5th Floor
6 More London Place
London
SE1 2DA
Shareholder Information
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Financial Statements
Auction Technology Group plc
Annual Report 2023
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www.auctiontechnologygroup.com