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Forward,
with purpose
Alfa Financial Software Holdings PLC
Annual Report and Accounts 2023
Keep up-to-date with our news at alfasystems.com
Alfa is a leading provider of software and services to the
global auto and equipment finance industries. We deliver
our leading-edge technology with smart, diverse people,
making our customers future-ready.
Strategic report
1 Highlights of the year
2 At a glance
4 What Alfa does
6 Investment Case
7 CEO Q&A
8 CEO review
12 Market overview
14 Business model
16 Strategy in action
26 Key performance indicators
28 Financial review
32 Risk management
36 Principal risks and uncertainties
45 Viability statement
48 Engaging with our stakeholders
48 Section 172 Statement
54 Environmental, Social and Governance
70 Task Force on Climate-Related Financial
Disclosures (TCFD)
Content
Corporate governance
75 Chairman’s introduction
78 Board of Directors
80 Company Leadership Team
81 Our governance framework
83 Division of responsibilities
85 Board leadership and Company purpose
88 Composition, succession and evaluation
91 Nomination Committee Report
95 Audit and Risk Committee Report
103 Directors’ Remuneration Report
106 Directors’ Remuneration Policy
115 Annual Report on Remuneration
129 Directors’ report
134 Statement of Directors’ responsibilities
Financial statements
136 Independent auditor’s report
144 Consolidated statement of profit or
lossand comprehensive income
145 Consolidated statement of
financialposition
146 Consolidated statement of
changesinequity
147 Consolidated statement of cash flows
148 Notes to the consolidated
financialstatements
184 Company statement of financial position
185 Company statement of changes in equity
186 Notes to the Company
financialstatements
191 Five year history
Other information
192 Shareholder information
About Alfa
Awards
2023 Diversity Focused Company through
Corp! Magazine’s 16th annual ‘Salute to
Diversity’ Awards
Winner in the Social category at the Asset
Finance ConnectSummer Awards
Newsweek’s Most Loved Workplace
Monitor’s Most Innovative Companies
ESG
2019 2020 2021 2022 2023
£64.5
m
£102.0
m
£93.3
m
£83.2
m
£78.9
m
2019 2020 2021 2022 2023
(11%)
9%
8%
9%
22%
2019 2020 2021 2022 2023
83%
97%
90%
87%
93%
2019 2020 2021 2022 2023
55%
82%
84%
78%
74%
2019 2020 2021 2022 2023
£13.7
m
£30.1
m
£29.6
m
£24.7
m
£23.9
m
2019 2020 2021 2022 2023
21%
30%
32%
30%
30%
2019 2020 2021 2022 2023
61%
35%
35%
38%
48%
2019 2020 2021 2022 2023
25
35
32
31
28
2019 2020 2021 2022 2023
£58.8
m
£21.8
m
£18.7
m
£23.1
m
£37.0
m
2019 2020 2021 2022 2023
£19.7
m
£22.5
m
£32.7
m
£44.2
m
£0
m
Group revenue (£m) Revenue growth at
constant currency (%)
Employee retention (%) Employee
engagement (%)
Operating profit (£m) Operating profit
margin (%)
Customer concentration
(top 5) (%)
Number of subscription
customers
Cash (£m) Dividends paidm)
1
Strategic report
Corporate governance Financial statements Other information
Highlights of the year
Alfa Systems is at the heart of some oftheworlds largest and
most innovative asset finance companies. Supporting all types
ofauto, equipment and wholesale finance business, oursoftware
platform uses leading-edge digital technologies to deliver proven
functionality and performance.
Our purpose and identity
To deliver our leading-edge technology with smart,
diversepeople,making our customers future-ready.
Weareasoftware and delivery company.
Our vision
To grow our company, and to grow our impact faster
than our headcount, whilst retaining our culture. Key
to achieving this is delivering more concurrent Alfa
implementations, more efficiently, with our world-
class product. We will have a big company impact,
buta small company feel.
Our values
Our values are central to the way we work,
bothtogetherandwithour clients.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
2
At a glance
£31.8m
revenue
£15.6m
revenue
£54.6m
revenue
v
Diversified customer base at the heart of Alfa resilience
What we do
Subscriptions
Subscription services are regular
payments which cover licence,
maintenance and Alfa Cloud.
13
live hosted clients
16%
growth in revenue
Software
The strength of our software lies not
only in the years of knowledge and
experience that have been poured
into it, but that it was designed for
the digital environment.
Services
The quality of our people, the
knowledge sharing embedded in
theorganisation and the inherent IP
within our software mean that our
delivery record is second to none.
13
new versions
released
35
deliveries
37
customers
6
new
implementations
Live in South Africa with
consumer and commercial
finance portfolios
2
of Australia’s top 5
asset finance lenders
3
of the US’s top 5
autolenders
2
of the US’s top 3
equipmentlessors
3
of the UKs top 5
equipment lessors
Live portfolios across
19
European countries
What we do
3
Strategic report
Corporate governance Financial statements Other information
Alfa Systems satisfies
requirementsofall sizes: as an
integrated point solution, a rapid
off-the-shelf implementation, or
anend-to-end platform for the
complex global enterprise.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
4
What Alfa does
People
Alfa’s people: the best in the business.
We put our performance prowess down
to our project teams. In choosing Alfa,
customers benefit from some of the
brightest people in the industry, with
unrivalled understanding and experience.
A passion for sustainability.
Ever since the Company was founded,
Alfahas focused on creating a positive,
sustainable impact on society – through
social and environmental activities, as
well as responsible development. The Alfa
Systems software platform is continually
enhanced to address the industry’s green
challenges and opportunities.
Delivery
An unrivalled track record
inprojectdelivery.
With more than 30 blue-chip customers
and over 100 portfolio migrations,
wemaintain exceptional customer
satisfaction and always deliver on
projectobjectives. Our customers
stickwith us for the long term.
Rapid, preconfigured delivery model.
Using a predefined, best-practice
configuration and process catalogue,
theAlfa Start methodology delivers
AlfaSystems rapidly and at entry-level
cost, allowing asset finance operations
ofall sizes to take full advantage of our
market-leading software platform.
Product
Functional depth that eclipses our rivals.
Alfa Systems offers exceptional functional
depth and a bulletproof accounting
engine, developed together with Alfa’s
customers over our 30+ years in the
industry. Our customers benefit from
complete application ownership, enabling
total control of the contract lifecycle, as
well as all matters of configuration and
integration. Ensuring stability, scalability
and robust performance, Alfa Systems
just works.
Proven, time after time.
Live with more than 30 current customers
and in 37 countries, Alfa Systems is
proven with customers large and small,
atvolume, at great complexity, and across
borders. Our status as a PLC provides
transparency and financial robustness,
enabling us to deliver excellence for
customers in the long term.
Cloud-native and secure
Software-as-a-Service.
The Alfa Cloud hosting service deploys
our software platform securely in the
AWSpublic cloud, providing geographical
flexibility and rapid deployment, while
removing from our customers the
responsibilities of application support,
monitoring and availability.
Extensible software, embedded
inthesystems landscape.
Alfa Systems has been designed to enable
our customers to extend and embed
functionality throughout their ecosystems,
using modern technologies and approaches.
Flexible and configurable
productstructures.
Alfa Systems supports both retail and
corporate business, including complex
leases and loans, usage-based products
and risk-free rates.
Simplified countries and regions,
allonone system.
Multi-country and multi-jurisdiction
features in Alfa Systems cover all of the
languages, currencies and accounting
standards required by a complex,
geographically dispersed business.
Processes as workflows and
businessrules.
Alfa provides exceptional experience
inconverting high-level processes into
configured workflows and business
rules,minimising manual intervention,
reducing operating costs and enabling
better customer service.
Built for finance and
accountingprofessionals.
Alfa Systems is built with flexibility
inmind, especially for those who face
ahostof intricate business challenges
andincreasing regulatory complexity.
5
Strategic report
Corporate governance Financial statements Other information
What Alfa does differently
A compelling
investment
opportunity
Alfa Systems is a leading auto and equipment finance software platform.
Purpose-built for auto and equipment enterprises globally, developed
tomeetthecurrentand future needs of the industry.
Diversification
Alfa continues to win
customers, broadening
across sectors and
company size.
Massive market
The software market
serving the asset finance
industry is massive
($3.4bn*) and relatively
resilient. Global leasing
potential addressable
market is over $1.3tn*.
Push and pull
market drivers
Market demands are
driving the need for
modern specialist
software. Push factors
include regulatory and
cyber security concerns.
Pull factors include
digital, mobility and cost
reduction opportunities.
Barriers to entry
Market complexity and
changing regulation
create a significant
barrier to entry to new
software providers.
Market-leading
software
Alfa Systems is
recognised as leading
software inthe
automotive and asset
finance industry, with the
best delivery record and
people, but with only
around 3% ofthe target
market spend.
Recurring revenues
Embedded customer
relationships drive
strongrecurring
revenues, augmented
byAlfa Cloud.
Exceptional IP
Strong existing IP being
continually enhanced
with new IP including
AlfaiQ.
Cash-generative
growth
Clear strategy, which can
be self-funded, to deliver
continued growth and
dividends to shareholders
119m in dividends paid
out from 2020 to 2023).
* A Deloitte view of the
assetfinance software
industry (2022)
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
6
Investment case
 Q
What are you most proud of
in2023?
 A
There are many to choose from but ifI had to
sum it all up, it would be the performance of the
Alfa people. We started the year with very high
levels ofinflation and, during the summer, we
had the uncertainties that arose from two
possible offers for the Company, but despite
this, the Delivery teams achieved a record
number of deliveries in the year, the
Engineering teams have worked with Markets
and Products to launch Alfa Systems 6 and
wehave won some really prestigious new
customers. On top of this,the Alfa culture
hasshone through inthe activities in our
communities and, in particular, the work
initiated by the Environmental Impact team a
few years ago culminated in our commitment
to our net-zero journey. We therefore enter
2024 in really good shape tocontinue
ourgrowth trajectory.
 Q
How is the move toa subscription
modelgoing?
 A
It is only really in the last three years that we
have moved to a Cloud First sales approach,
and given the sales cycles in enterprise
software, it can take time for the impact to
filter through, butwe are now seeing tangible
financialevidence of our success here.
Subscription revenues were up 16% in 2023
driven by very strong sales of Alfa Cloud and
growing licence revenues. TCV grew even more
strongly, up 28%, and this shows the strength
this will bring to our business inthe future.
 Q
How will Artificial Intelligence (AI)
impactAlfa?
 A
We see that AI can provide significant benefits
to help customers’ workflow and decision
makingas well as for enhanced testing, and to
potentially improve the help function within
the system, and these are the areas that we
willbe investigating. We dont however see
ithaving a significant impact on how we or
others will develop asset finance software, as
alot of the skill in developing good systems
comes from understanding the issues and
thinking ofways it can be tackled, with the pure
coding element being a relatively small piece.
 Q
What excites you mostabout 2024?
 A
I am really looking forward to starting work
with the new customers wehave recently won
and seeing what Alfa Systems 6 will bring to
these and ourexisting customers. We have
never lost acustomer who implemented v5
since itwas launched in 2010 and so we
knowthe benefits we can bring to our
customers and that these relationships will
lastmany years. Critical to this is asuccessful
start to these projects, bothwith new and
existing customers, working closely with
themin a true spiritof partnership, delivering
new functionality to support their business
objectives. So 2024 will not only provide
exciting and challenging opportunities for Alfa
people but will provide a great platform for
many years to come.
Our strategy is to continue to develop
our software, to ensure that we meet
and exceed customer andmarket needs
as they evolve and as the regulatory and
commercial environment continues to
change. We believe we have the industry-
leading software and we continue to invest
to maintain thatlead.
7
Strategic report
Corporate governance Financial statements Other information
CEO Q&A
“Overall we expect 2024 revenue growth to be mid to
hig
h single digits driven by continuing strong growth
in subscription. Our confidence in the outlook and
our strategy means that we continue to invest in
the business ahead of the expected growth.
Andrew Denton, CEO
Strong performance
In 2023, we remained focused on
continuing to drive the business forward,
delivering growth and at the same time
making strong strategic progress towards
a subscription-based business. One of our
differentiators is the quality of our delivery
record, and in the year we saw a record
ofseven go-live events and a total of 35
delivery events. We have also continued
to develop and enhance our software and
the launch of Alfa Systems 6 in Q4 2023,
the sixth major version of our software,
has been enthusiastically received by
customers and sees ten new modules
available for customers to implement.
Financial performance was strong with
revenue up 9% to £102.0m (2022: £93.3m)
with particularly strong growth in
subscription revenues, up 16%. Operating
profit was £30.1m (2022: £29.6m) after the
costs of investing into people as we build
for future growth. Cash conversion was
extremely strong at 115% (2023: 102%)
with a high level of receipts just before
year end and we finished the period with
net cash of £21.8m (31 Dec 2022: £18.7m).
We expect this very strong position to
partially unwind in 2024, with the
long-term average trend being c100%.
We have had a very strong pipeline for
some time now, and it was very pleasing
that we converted two prospects into
wins before the end of the year with Total
Contract Value (TCV) growing 16% to
£165m (2022: £143m) at 31 December
2023. This increase in TCV has been
drivenby 28% growth in our subscription
revenues showing how the transition to a
subscription model is underpinning future
revenues. The two recent wins are for
major customers with multi-phase
rollouts and these along with prospects
we expect to convert in the late-stage
pipeline will provide revenues for the
business for years to come.
We had 19 customers (2022: 17)
contributing revenues of more than £2m
in the year, up from just seven in 2019.
Wehave significantly reduced our
customer concentration, with our top five
customers now representing 35% of our
revenues in 2023, compared with 61% in
2019. Our largest customer now
represents less than 10% of our revenues
for the first time in over 8 years.
As expected, following very strong
recruitment for the previous two years
and as a result of our improved and very
high retention rate of 97% (2022: 90%), we
deliberately slowed recruitment in 2023.
This was to ensure the quality of the
experience for new joiners as we
consolidate experience levels within
theteam as a whole. Headcount at
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
8
CEO review
31 December 2023 was up 8% at 475
(2022: 441). Average headcount in the
period of 463 (2022: 420) was a 10%
increase on last year.
The Company received two approaches
from Private Equity houses in the
summer. Neither approach led to a formal
offer, and the business continued to focus
on delivering against its objectives.
Net-zero commitment
Our Environmental Impact community
was created six years ago and in 2023 a
major milestone was achieved with the
company committing to a net-zero target.
We performed a detailed analysis of our
emissions, including calculating the
emissions from our supply chain,
supported by some external specialists,
following which we decided to align our
ambitions with those of the Science Based
Target initiative (SBTi). We submitted our
targets to SBTi and had them validated.
We have formally committed to reducing
our Scope 1 and Scope 2 emissions by
42% by 2030, along with a commitment
toachieve net-zero by 2050, which entails
at least a 90% reduction in emissions
withthe remainder offset by carbon
removal credits.
Strategic progress
Alfa is a leading asset finance software
company with global scale. Our software
platform, Alfa Systems, is the world’s
leading asset finance software, and has
been supporting some of the world’s
largest and most innovative companies
for more than 30 years.
Our vision is to grow our Company and
grow our impact faster than headcount,
always retaining our underlying culture.
Key to achieving this is delivering more
concurrent Alfa implementations, more
efficiently with our world-class Alfa
Systems product. We will have a big
company impact, but a small company feel.
Our strategic priorities are to:
Strengthen
Sell
Scale
Simplify
We have continued to make good progress
in all these areas in 2023, but there are
three areas where we have made
particularly strong progress:
Growth in subscription revenues
Launch of Alfa Systems 6
Improvement of the Alfa
DevelopmentModel
All three areas are covered in more
detailbelow.
Subscription – Strong growth in
subscription revenues and TCV
Alfa has been on a journey transitioning
from the on-premise perpetual licence
environment to a subscription-based
Cloud model. In 2017 we started to offer
Alfa Cloud, a hosted solution and in 2020
won our first Alfa Start customer, which
has the benefit of the speed of
implementation of a pre-configured
system hosted in Alfa Cloud paid for on a
subscription basis. The demand from all
customers for a subscription-based Alfa
Cloud solution, incorporating the
automated monitoring, patching,
scheduling and security features, has
increased since then with all of the wins in
2023 being subscription-based Alfa Cloud
solutions. Looking forwards 90% of our
late-stage pipeline are looking to adopt
Alfa Cloud and all new customers are
looking for a subscription-based pricing
model. We are seeing the strongest
growth in our revenues from the
Subscription revenue stream and expect
this to continue as momentum builds.
We have a single-tenant SaaS solution.
Weand our customers benefit from a
single standard code-set and database,
but with multi-layer data segregation as
opposed to code-based segregation used
in multi-tenant SaaS models. One of the
big benefits of this approach is that
customers can control their release cycles
rather than having a timetable dictated to
them. We mitigate the extra cost from this
approach by encouraging customers to
share branches and release dates.
Our hosted services are ISO 27001 and ISO
27018 certified and SOC1 and SOC2
audited to confirm compliance with
controls around data security and
availability. Given the mission-critical
nature of our systems to our customers,
having such third-party verification of our
compliance with these standards is a key
selling point.
Subscription revenues grew strongly in
the period, up 16%, with TCV increasing
28%. The growth in revenues was
particularly strong from Alfa Cloud
supplemented by a growing licence base.
All customers upgrading from v4 to v5
have moved to Alfa Cloud. We have 13
customers using Alfa Cloud for their live
production environments and have
another 3 customers taking hosting
services during the design and
implementation phase. Maintenance
revenues also grew strongly with the
benefit of price rises and also from the
net increase in live customers.
Software – Exciting roadmap
ofdevelopment
Software revenue for the year was down
4%on 2022. Following a very strong first
half of customer funded development days,
in the second half, we saw a reduction as
attention moved towards investment for
the launch of Alfa Systems 6.
Our strategy is to continue to develop our
software, to ensure that we meet and
exceed customer and market needs as
they evolve and as the regulatory and
commercial environment continues to
change. We believe we have the industry
leading software and we continue to
invest to increase that lead, through a
9
Strategic report
Corporate governance Financial statements Other information
balance of customer funded development
and self-funded development.
Despite having what we believe is the
industry’s leading software, we continue
to look for ways to improve our software
and also the way we develop the software.
During 2023, we ran a project to refine
our Alfa Development Model. This has
resulted in a number of actions being
taken, including reorganising the
structure of the Engineering teams to
align under product areas, and reviewing
the way we communicate and collaborate
to improve the workflow through the
development process. We are already
seeing the benefits of this with improved
speed and quality of development.
We release an upgrade every four weeks
and periodically we release a new version
of Alfa Systems which highlights the
stepchange functional and technical
advancement that has been made since
the last version. During 2023, we made
progress in several valuable and eye-
catching new areas, such as Alfa Compose
and Environmental Accounting, which are
headline items for our next major version.
Alfa Systems 6 is the sixth major release
since Alfa was formed 33 years ago.
Announced in the autumn of 2023, Alfa
Systems 6 is a functional upgrade, giving
customers access to ten additional
modules, and is being released through
the usual four-week upgrade cycle over
anumber of months, so can be
implemented like any other upgrade
andwill be frictionless for customers.
Services – High quality
serviceswith a record
sevengo-live events
Overall services revenue was up 10% on
2022, with strong chargeability during the
first half but with lower chargeability in
the second half due to the successful
delivery of a number of go-lives. We
continue to implement a number of v4 to
v5 upgrades, and these accounted for 17%
(2022: 14%) of total services revenue.
Other work for existing customers
accounted for 50% (2022: 52%) of our
services revenue, with the balance of 33%
(2022: 34%) from new implementations.
There were sixteen new implementations
and v5 upgrades during 2023, with seven
of these having go-live events in the year.
We have a number of large customer
projects that we expect to start up during
H1 2024.
We had seven go-live events in the
year:two UK Alfa Start projects, three
automotive finance projects across three
continents and two v4 to v5 upgrades
inthe UK for equipment finance. In
addition, we had an existing customer
golive in a new country, Mexico, although
one customer exited a small market
resulting in the total number of countries
where we are live remaining at 37. We also
went live with our first African commercial
asset finance portfolio, just over two
years after we went live with the
customer’s retail portfolio.
Increasing our use of partners is a key
element of our longer-term strategy for
increasing the number of
implementations we can deliver and
providing us with a more flexible
implementation resource. Our
programme is well developed in Europe
and now we have two partners in the US
supporting us on two different client
projects. At the moment, partners
augment our existing resources on
projects, but very much work under our
direction. We continue to work towards
setting up the training, processes and
tooling that would allow partners to lead
on implementations. For the first time, we
have enabled a partner team member to
work on an Alfa Start implementation.
Artificial Intelligence
2023 has seen a rapid growth in interest
in how AI may change the ways companies
work, with a particular focus on
Generative AI use cases. Alfa has been a
leader on AI for many years: both directly
supporting our customers’ digitalisation
journeys with AI-based Know Your
Customer (KYC) and Anti-Money
Laundering (AML) checks and through
ourAlfa iQ joint venture.
We set up Alfa iQ over three years ago as a
joint venture with Bitfount to explore the
opportunities in the auto and equipment
finance markets. Given the success of our
work in Alfa iQ on credit decisioning,
delinquency prediction and business
process analytics, we have now
consolidated its activities into Alfa and
ended the joint venture relationship.
As AI increasingly becomes a key focus
ofthe customer journey, we believe the
advantages of integrating the thinking
andexpertise into Alfa outweigh the
advantages of keeping it as a separate
standalone entity. We will continue to
buildon the strong base of products
andmodelling techniques that we have
developed in Alfa iQ, and also leverage
thetighter integration into the core Alfa
Systems product.
Strong engagement
withourpeople
We have continued to ensure timely and
clear communications with our
employees, which was particularly
important during 2023 where there were
two possible offers for the Company. We
are delighted to see that our retention
rates have improved and now sit at 97%.
We are focusing on enhancing our training
programmes both for technical
development and to develop our leaders
of the future.
We have settled into a post-COVID working
pattern, making the most of in-person
events to maintain our culture, whilst also
being thoughtful on our travel and the
emissions footprint that this generates. We
continue to assess the ways we work to
ensure that they work for both the
individual and for the team as a whole.
Capital return
We remain a strongly cash-generative
business, with cash conversion of 115% in
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
10
CEO review continued
2023 being the fourth year in a row in
excess of 100%. We continue to generate
more cash than we need for our growth
plans and continue to return excess cash
to shareholders.
Our main mechanism for returning capital
is the payment of a regular dividend, and
our policy is to grow this progressively. In
the year we paid an ordinary dividend of
1.2 pence or £3.5m.
We have also made one-off returns of
capital through special dividends. In the
year, we paid special dividends of 5.5p per
share or £16.2m. This took total special
dividend payments over the last three
years to 37.0 pence or £109m.
In addition to the dividend payments, we
announced in January 2022 an 18 month
share buy-back programme which came
to an end on 30 June 2023. In 2023, we
purchased 1.9m shares at a cost of £3.1m.
This took total purchases since the
programme started to 4.8m shares at cost
of £7.7m. All of the purchased shares are
currently held in Treasury.
Having executed this share buyback
programme, we currently believe the
quickest and simplest mechanism for
returning cash toshareholders is via
special dividends, but we will keep under
review whether another share buy-back
program should be launched.
Even after paying dividends of £19.7m and
share purchases of £4.8m, we finished the
year with a strong balance sheet with net
cash of £21.8m. As a consequence, the
Board is proposing a final dividend of 1.3
pence per share, 8% up on last year
(2022: 1.2 pence per share), with an
ex-dividend date of 30 May 2024, a record
date of 31 May 2024 and a payment date
of 27 June 2024. In addition, the Board has
decided to declare a special dividend of
2.0 pence per share, with an ex-dividend
date of 2 May 2024, a record date of 3 May
2024 and a payment date of 30 May 2024.
The special dividend would amount to a
total payment of £5.9m.
Steady market conditions
The macro outlook remains uncertain at
the moment, although the recent high
levels of inflation have eased and interest
rates may have peaked. Alfa Systems is
operational in 37 countries; in automotive
finance, equipment finance and wholesale
and loan finance; for OEMs, banks and
independents and across all asset classes.
The breadth and diversity of Alfa’s
business interests help to insulate us
fromeconomic uncertainty in individual
geographies and sectors of our business.
Along with Alfa’s diverse revenue sources
providing insulation against the current
economic uncertainty, the market itself
provides protection. The asset finance
market is a more secure form of lending
and it has a history of gaining market share
in uncertain times compared with
non-asset backed lending markets. In
addition, the need for software is not
associated with new business alone, large
players in our market will have significant
extant portfolios to manage whether they
are writing new business or not, and these
portfolios will be subject to the same
drivers of technical change as growing
businesses. Regulatory change,
digitalisation and the growing need for
flexibility continue to drive customers to
review their systems, particularly those
still running on legacy platforms, and they
will continue to select more flexible
modern systems.
We believe that the asset finance software
market will remain robust. We continue
tosee new opportunities entering into
oursales pipeline which supports this.
With our functional, flexible, modern,
cloud-native system, we continue to be
well positioned to capitalise on that end
marketdemand.
Strong pipeline
We are pleased to have converted two
prospects in the late-stage pipeline in
recent months with up to four more
expected to convert in the near future.
Intotal, we have 11 prospects in the late
stage, ten of which are at preferred supplier
status and five where we are already
performing paid work under letters of
engagements on implementations as we
finalise commercial contracts. We also
continue to see new prospects coming into
the early-stage pipeline, showing that the
buying dynamics of the market remain
unchanged. It was also pleasing to see the
speed at which wewon an Alfa Start project
and completed the implementation, all
within the calendar year.
Overall, we remain confident in both the
demand for our software and our ability
to win work in the market.
Outlook
The asset and automotive finance markets
have continued to remain strong through
2023 despite broader macro uncertainty
with demand for software remaining
robust. Alfa continues to see software
projects proceed, new sales close and
newopportunities enter our pipeline.
We expect 2024 revenue growth to be mid
to high single digits driven by continuing
strong growth in subscription. Within
thisperformance, we anticipate a greater
weighting in the second half of the year
asnew sales come fully on stream.
Ourencouraging new business pipeline,
confidence in the outlook and our
strategy means that Alfa will continue
toinvest in our technology and people,
whilst continuing to return cash to
shareholders through our sustainable,
progressive dividend.
Andrew Denton
Chief Executive Officer
13 March 2024
11
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Europe
Sustainability requirements
European environmental regulations
andrequirements are promoting a faster
market shift than in other parts of the
world. Upcoming regulations as part of
the Corporate Sustainability Reporting
Directive (CSRD) and the need to increase
the proportion of electric vehicles (EVs),
while balancing this with high outright
cost and high interest rates, have
necessitated a shift in the business model
of the original equipment manufacturers
(OEMs). Finance companies and their
vendors are being asked to support wider
use cases to enable affordability of EV
assets and extend their lifecycle. Alfa has
been investing in several areas to support
these sustainability initiatives. This
includes working with stakeholders
across our customer base on creating
arobust Scope 3 emissions reporting
tooland investing in functionality to
allowa shift to more active asset lifecycle
management and usage-based products.
Digital Operational Resilience Act
Another area of focus is the regulation
coming from the Digital Operational
Resilience Act (DORA), which financial
services firms need to bein full compliance
with by Q4 2024. These requirements
apply to all critical systems of financial
services companies and theimpacts of
this on information security are being
analysed. While the Act could lead to
enhanced requirements, Alfa already has
strong information security procedures
and policies. In fact, DORA could benefit
Alfa by increasing barriers to market
entry for smaller technology vendors.
Consumer Duty Regulations
The UK market has been affected by
theConsumer Duty regulations which
became active in mid 2023. Whilst Alfa
has not had to make significant software
changes to support this, the indirect
effects are being seen as some players
move out of the consumer markets
(benefiting our customers whose market
share increases). Others need to focus on
efficiency and cost cutting to adjust to the
higher levels of risk and associated costs
which drives them to consider new
systems. Basel 3.1 (capital requirements
standards in relation to risks)
implementation in 2024 could add to the
regulatory burden and cost of lending to
consumers and small and medium-sized
enterprises (SMEs).
Overview
Life is never boring within asset finance as the
industry needs to keep changing to keep pace with
the needs of its customers.
Changing regulations and rising interest rates, alongside the fear of
recession and increasing delinquencies, have been push factors for change.
On the flip side, the need to support new business models, enabling more
flexible usage of assets over their lifecycle and incorporating additional
add-on services and fees, plus the need to maintain a stronger relationship
with the end customer, have been key drivers for innovation.
Alfa continues to listen closely to our clients and engage with the market
tobetter understand what we can do to help them achieve their strategic
goals. We have continued to be headline sponsors of some major industry
events, where we have spoken as part of expert panel discussions, and we
have taken an active part in industry association committees in order to
understand and drive forward the agenda for change.
2023 has been focused on designing and enhancing the product for the
launch of Alfa Systems 6, which will deliver solutions to meet the learnings
and requirements gained from these ongoing interactions with the asset
finance market participants and especially our valued clients.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
12
Market overview
Technology
AI and machine learning
One of the prominent trends in 2023 has
been the rapid growth of interest in AI
and machine learning-based functionality.
AI and machine learning have been
around for many years and are used in a
variety ofexisting processes within the
asset finance industry from fraud
detection and cyber security to credit
decisioning support. There is a wish to
further develop the usage of these
models to improve process efficiency and
improve the success of delinquency and
collections processes. Alfa has taken the
decision to incorporate Alfa iQ into the
core Alfa Systems product as machine
learning becomes an expected capability
for a software platform. The specialist
team will work alongside those with asset
finance specific knowledge to integrate
functionality into Alfa Systems.
Generative AI and the usage of large
language models (LLMs) is an emerging
area of interest for the asset finance
industry. Pilot use cases are emerging
within automated testing or utilising
retrieval augmented generation (RAG)
techniques to improve the user experience
when accessing knowledge bases.
However, data governance and uncertain
regulation mean that there is low uptake
of this technology for business processes.
There are paths forward: these use cases
can be delivered using privately deployed
foundational LLMs with commercial usage
rights from cloud providers. Innovation
atAlfa is driving forward internal pilots
utilising this approach, building
functionality which could be extended
in2024 to client-facing products.
Flexible ecosystems
The increasing trend of flexible APIs with
easy (and no-code) integration allows
operators to build a flexible ecosystem
and take advantage of new fintech
technologies at different stages of their
processes. This allows Alfa to concentrate
on its core functionality and create
partnerships and defined interfaces
withbest-in-breed software providers
ofspecialist services. This strategy will
continue into 2024 with the aim of
organically growing a network of add-on
features provided by partner providers.
Australia and New Zealand
Sustainability initiatives
Electric vehicles (EV) incentives passed by
the Australian Government in November
2022 made it more beneficial for
commercial finance companies to offer
novated leasing for EVs. This led to a triple
fold increase in EV uptake in the first half
of 2023, with novated leasing through
commercial finance companies (fleets)
accounting for 80% of EVs financed.
Other initiatives such as AFIA’s Sustainable
Finance Taxonomy and the National
Reconstruction Fund (for renewable and
low emission investments) are driving the
way forward towards net-zero.
As mentioned previously, Alfa has been
investing in several areas to support
sustainability initiatives and announced
new functionality in 2023 to help its
customers track and report their portfolios’
Scope 3 greenhouse gas (GHG) emissions.
Economic environment
Australia, alongside the rest of the
world,is suffering from uncertainty,
highinflation and interest rates. This
hasledtoa challenging environment for
commercial real estate, leading to banks
and finance companies diversifying into
asset finance, increasing competition
anddampening the effect of the cut in
government tax incentives for the sector.
As part of Alfa Systems 6, Alfafurther
improves efficiency of processes, through
the launch of Compose and enhancements
to CaseManagement functionality.
America
Changing US regulations
The US market drivers vary by sector
andsize of organisation. Larger banking
clients are focused on proposed changes
to capital requirements, which accentuate
the needto reduce operating costs,
increase efficiency and scale operations.
Equipment finance companies have been
concerned about regulatory change from
Dodd-Frank section 1071 mandating
additional data capture and reporting
requirements from credit applications.
Anationwide injunction to this in October
has allowed the industry to focus on
other things for the time being, although
itmay emerge again as a risk at the end
of2024.
The launch ofAlfa Compose at the end of
2023, whichallows clients to create highly
personalised screens for specific case
processes and users, has gained much
traction as a tool to increase efficiency
and allow clients to scale.
Economic environment
The global environment of rising interest
rates and increasing costs has also had
animpact in the US market, with finance
providers needing to find additional
sources of income as well as reduced
costs through operational efficiency. To
extract additional revenue, this includes
incorporating extra fees or add-on
services and subscriptions to the
financecontracts.
The need for data to drive customer
insights, increase revenue opportunities
including add-on sales, and drive
performance has led to an increased
desire for finance providers to have
moreopportunities for direct customer
interaction. Nevertheless, indirect sales
through dealerships and dealer portals
still continue to play an important role
and, for this channel, speed and price are
the main drivers of success.
To facilitate this trend, Alfa continues to
invest in scaling the performance and use
of Alfa Systems. Priority investments for
2024 are to complete the enhancement to
allow full 24/7 operations and to enhance
performance of key processes including
the integration into US dealer portals for
bulk origination processes.
13
Strategic report
Corporate governance Financial statements Other information
Revenue
Software Subscriptions Services
Growth provides career
development and
rewards for our people
and partners
Retain cash for future
needs and innovation
Cash
Value creation and delivery
Alfa software
Leading-edge technology
making our customers
future-ready
People
Smart and diverse
people strengthen
our market-leading
position
Delivery
Excellent delivery track
record strengthens our
market position
Exceptional
IP
Our resources
Partnerships
Partnerships are an important
growth accelerator, bringing a
number of benefits to Alfa and
ourcustomers.
Employees
With more than 450 employees
worldwide, our people are our
greatest asset, developing organically
from graduate to seniors.
Financial strength
Strong balance sheet driven by
organic growth at good margins
withdisciplined capital allocation
drives excellent cash generation.
Innovation
Our innovative software leads
theindustry in functional scope,
performance and user experience.
Read more about our market
overview on pages 16-17
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
14
Business model
Our delivery track record and
market-leading software drive
recommendations and additional sales
Existing
clients
Addressable
market
New addressable
market
Adjacent
markets
Strengthening our
market position
Expanding our
addressable market
New markets and
geographies require
software development
Companies require
innovation and
customer-specific
enhancements
Our growth
Our exceptional IP drives our growth
Value creation
Employees
Alfa has Investors in People gold
accreditation and other awards.
Contribution to SDGs
Shareholders
Strong cash generation and £119m
ofdividends since 2020.
Contribution to SDGs
Suppliers and partners
We have grown our partner
ecosystem, agreeing engagement
terms with a notable global
professional services organisation
forthe combined marketing and
delivery of the Alfa Systems platform.
Contribution to SDGs
Clients
Simple deployment models enable
ustodeliver Alfa Systems more
efficiently and earlier.
Contribution to SDGs
Communities and environment
In 2023, we raised over £50,000
forcharities.
Contribution to SDGs
Read more, including about the
SDGs, in the ESG section on page 55
15
Strategic report
Corporate governance Financial statements Other information
Everything we do supports our growth and strategy.
Our strategy for creating long-term, sustainable business value is:
Strengthen
Grow our differentiation
ofmarket-leading People,
Product and Delivery, by:
Investing in our smart,
diverse team;
Investing in ourproduct;
Investing in our delivery
methodology and tooling;
Exploring acquisitions
and joint ventures.
Read more on pages 17-19
Simplify
Enable more concurrent Alfa
Systems implementations,
more efficiently, by:
Simplifying our product;
Simplifying our
implementations;
Simplifying our processes
across our organisation;
Expanding our
AlfaStartoffering.
Read more on pages 24-25
Sell
Enable profitable growth
byfocusing on:
Alfa Systems on
AlfaCloud;
Subscription revenue;
Incremental sales;
Commitment to our
chosen target markets.
Read more on pages 20-21
Scale
Increase our capacity for
developing and delivering
Alfa Systems, by:
Developing our smart,
diverse team;
Leveraging global talent
sources to enhance our
competitive position;
Growing our partner
ecosystem;
Expanding our
addressable market.
Read more on pages 22-23
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
16
Strategy in action
Highlights
This year, we have delivered some
significant Learning & Development
projects, including the enhancement of
training tools and opportunities through
new libraries of content (featuring
hundreds of self-serve learning courses
such as technical demos, techniques for
asking for help, writing skills and project
management) and easy-to-access
programmes, made graduate programme
improvements and end-of-placement
process changes, as well as embedding
our leadership development offering.
Our focus on career progression centred
on launching a new hub of content for
colleagues’ entire talent journey, and clear
explanation of how to own their career, as
well as how to have great development
conversations.
Employee engagement remains strong,
with our Pulse survey garnering
consistently strong results over the year.
Our popular company events and social
talks gave us all a chance to connect
andlearn. Event highlights included our
annual regional conferences, which were
enjoyed in Brighton (UK), Byron Bay
(Australia) and Charlotte, North Carolina
(US) in 2023.
2023 saw the introduction of benefits-
focused communications, helping
colleagues get the most out of the many
things we offer.
When it comes to Inclusion & Diversity,
welaunched our first diversity, equity,
and inclusion (DEI) survey in 2023, and
have delved into gender pay gap findings,
action planning and having positive
conversations around all facets of
diversity at Alfa. We were proud to win
Corp! magazines diversity award in the US
this year. We were delighted to have been
recognised, for the second year running,
in Newsweek’s Most Loved Workplaces
UK, 2023, and were ranked number 11
inthe top 100. We were also crowned
winners of the Social Award at the Asset
Finance Connect Summer Awards 2023.
Plans
Next year, well maintain our focus on
making Alfa a great place to work,
improving diversity and inclusion with
various initiatives and targets, and keep
up the things that make our Alfa culture
so special. We have a rich calendar of
company events for the year ahead,
including an EMEA company conference
taking place in Amsterdam. We look
forward to developing our people with
even more learning offerings and
programmes. We’ll update our DEI
pledges, continue to partner with
greatorganisations and encourage
ourAlfa Communities to keep up their
important efforts, with central support
andguidance.
#11
In Newsweek’s MostLoved
Workplaces UK, 2023
Mentoring opportunities
We have had a real focus on mentoring
in2023, both internally and externally.
Wehave prioritised getting our Womens
community mentoring scheme up and
running to support professional
development and help with narrowing
thegender gap in leadership.
Our partnership with upReach, which
helps students from lower income
backgrounds access top graduate
jobs,continued in 2023. We provided
mentors, held Insight Days and ran the
Alfa Work Experience programme with
upReach candidates.
We were delighted to support
TheWomen’s Association’s Executive
Challenge, which gives girls aged 15-19
insight and connection into the world of
work. We provided mentors, meetings
and experience days – and we have
committed to do the same again in 2024.
17
Strategic report
Corporate governance Financial statements Other information
Strengthen | People
Highlights
In 2023, we designed and progressed
development of the next version of
AlfaSystems software, Alfa Systems 6,
delivered in a series of six releases. The
ultimate goal is to strengthen the Alfa
product offering to enable it to meet the
developing business needs of our clients
and the wider market. This allows us not
only to continue to offer the premier
platform for our core market but increase
our addressable market. Alfa Systems 6
has enabled us to focus on what Alfa
Systems needs to be and focus
investment initiatives in key areas. One
ofthe areas we have been investing in is
enabling the business models focused
around EVs and enabling finance
companies to manage contracts for
thesenew assets, which could
necessitatedifferent assets and services.
Incorporating AI into Alfa Systems
We have grown our expertise and gained
a strong position in AI, so now is the right
time to bring all forms of AI, including
generative and predictive AI, into our
main product strategy at Alfa. Product
initiatives will be encouraged to utilise
ourAlfa iQ experience to allow clients
tobenefit from greater automation
ofprocesses while ensuring that Alfa
upholds its strong guiding principles
andAI values.
Any AI solution will ensure ethical
standards are maintained by ensuring
explainability of decisions.
Alfa Innovation processes have been
usedto allow a wider participation in
developing use cases and building our
experience and knowledge in generative
AI. Combining Alfa iQ’s leading edge R&D
with Alfas track record for delivery has
led to a robust, secure framework to be
built out to allow some productionisation
of uses within 2024.
Plans
2024 looks to be a very busy year for
theAlfa Systems product. Alfa Systems 6
functional releases will be completed in
Q4 2024, and will include multiple new
features for users and allow continued
extension of our addressable markets.
These will include functionality for 24/7
support, asset lifecycle management,
subscription services and automation.
Extending Alfa Systems 6 Total Capability
will include investment in the Originations
process. Multiple clients, globally, use
AlfaSystems to support their contract
originations; however, we are still more
widely known as a servicing provider.
In2024, we will be enabling our clients,
worldwide, to benefit from best-in-class
functionality through their direct and
in-direct sales process.
Additionally, we will be building upon our
superior pricing and in-life management
capabilities to support a wider range of
financial products and services for our
clients within the commercial loan space.
10
modules are part of
AlfaSystems6launch
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
18
Strengthen | Product
Highlights
In 2023, Alfa continued its trajectory of
success, marked by several significant
milestones as part of our future-facing
approach. We demonstrated our
commitment to delivering cutting-edge
solutions as we achieved a record seven
new customer go-lives across the globe.
This expansion aligns with our dedication
to bringing innovative asset finance
technology to a broader global audience.
We have delivered two new Alfa Start
projects in 2023, allowing our clients to
take advantage of Starts greatly reduced
implementation times and quickly begin
to realise the benefits that Alfa’s out-of-
the-box solution can provide in just a
matter of weeks.
Alfa charted new territories by launching
into Mexico with an existing global
automotive manufacturer, as well as the
first Alfa Systems v5 client in the Asia
Pacific region. We are looking to start a
newproject in the Asia Pacific region
witha global agricultural equipment
manufacturer who is already live with
AlfaSystems in two continents, thereby
cementing our partnership with them.
At the same time, our further product
expansion in South Africa to cover
commercial lending as well as retail
underscores our adaptability and
versatility within the financial technology
sector, and broadens our market scope.
Another achievement this year was
themigration of over half a million
stocking finance contracts to Alfa for
aclient we have been working with for
many years. Not only are we forging
stronger bonds within our long-
standingrelationships, but our
enhancedportfolio makes us a more
competitive and attractive partner for
new clients seeking best-in-class delivery.
Alfa is making strides with numerous
upgrade projects across all of our
territories. We have recently completed
an Alfa Systems v3 to v5 upgrade with
onelong-standing client, and have
severalother Alfa Systems v4 to v5
upgrades in progress.
Plans
As we move forward, Alfa remains
dedicated to breaking new ground,
exceeding expectations, and shaping
thefuture of asset finance technology
ona global scale. We look toward the
opportunities and challenges that lie
ahead, poised for continued success
inanever evolving market.
v5 of Alfa Systems is now live
with
27
customers
Alfa Start is live with
BibbyFinancial Services
Were delighted to partner
with Alfa to enhance the
service we provide to clients.
Alfa Start is widely regarded
as the ‘gold standard’ within
the industry and, once fully
embedded, the platform will
reduce manual processing,
allowing our teams to spend
more time delivering value for
our clients, brokers, vendors
and business partners.
Sean Neville,
Managing Director at
Bibby Asset Finance
19
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Corporate governance Financial statements Other information
Strengthen | Delivery
Highlights
Thought leadership has remained a key
focus for Alfa in 2023, with the completion
of our five-part series covering Innovation
in Implementation and the publication of
blogs providing insight into the benefits of
asset finance software in the automotive
finance industry and how the transition to
electric vehicles can provide a number of
additional revenue opportunities.
We continue to have a strong presence
atkey industry events, including leading
panel discussions and presenting insights
in technology in the leasing industry, such
as AI and robotics. We are also delighted
that a member of our revenue team has
been appointed onto the Equipment
Leasing and Finance Association (ELFA)
Emerging Talent Advisory Council (ETAC),
ensuring we are well positioned to gain
insight and provide influence within the
US Equipment Finance industry.
The sales pipeline has remained strong
throughout 2023, with a significant number
of prospects in the late-stage pipeline. With
a focus on subscription andparticularly our
Cloud First strategy, itis notable that more
than 90% of the prospects in the late-stage
pipeline are opting for an Alfa Cloud
deployment model.
implementation. Alongside this, we have
continued to roll out frequent patches to
all components of the solution, including
adatabase upgrade to the latest Aurora
PostgreSQL versions, which will unlock
anarray of new capabilities including
serverless databases and faster reads
forreporting use cases.
Alfa Cloud runs on AWS and can be scaled
to meet the demands of our highest-
volume customers. Alfa Systems is
designed to be a cloud-native application
that can automatically leverage available
compute capacity to offer maximum
performance. During 2023, we ran a
large-scale internal performance exercise
to update benchmarks and demonstrate
that the traditional performance and
scalability concerns of fixed infrastructure
on-premise installations aren’t limitations
in our cloud-native SaaS solution, even
forthe largest auto and equipment
finance portfolios.
One of the highlights in 2023 was
theofficial rebrand of Alfa Hosting to Alfa
Cloud. On the surface, this might seem
likea minor change, but for Alfa and our
customers and prospects, it more clearly
describes our offering as a Single Tenant
Software-as-a-Service (SaaS) Product.
As part of that single product, we have
continued to roll out new features which
we make available to all of our customers
– including storage of backups in Microsoft
Azure, cloud SaaS escrow, improved
Recovery Time Objective (RTO) and
Recovery Point Objective (RPO) for failure
scenarios, Amazon SQS support, and
additional customer portal features to
name a few. These new features were
stress tested in our annual Disaster
Recovery testing, which was the most
extensive to date.
We have seen six new customers enter
live operation on Alfa Cloud, taking the
total to 13, upgraded many others and
onboarded three for the early stages of
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
20
Sell
90%
of new late-stage pipeline
intending to use Alfa Cloud
Alfa Cloud security
Today, more than ever, core
applications such as Alfa Systems
are being deployed in public cloud
environments and are increasingly
providing internet-facing APIs to
digital customer-facing platforms
and applications. This level of
openness significantly improves
theexperience for end customers,
and the opportunity forour
customers, but, at the sametime,
increases the workload for teams
responsible for cybersecurity.
When customers select Alfa
Cloud,they are able to delegate
responsibility for security
monitoring and response to the
AlfaCloud team and our partners,
such as Fortra Alert Logic. Our
automated infrastructure-as-code
approach to deployment means
that every customer environment is
deployed with the same layered and
independently verified security
architecture, significantly reducing
the chances of a vulnerability being
exploited; and our single-tenant
SaaS model reduces the ‘blast
radius’ of a theoretical attack,
reducing the overall risk to both
usand our customers. Using our
central deployment platform, we
areable to respond to potential
issues by bulk applying security
mitigations, such as path or IP
blocks, and quickly rolling out
software patches to our
customers’environments.
Self-managed Alfa customers
typically take significantly longer
torespond to security incidents in
their Alfa Systems environments.
This is not unexpected and is
usuallya result of overheads and
handovers of code and information
to multiple teams often distributed
across different countries and
timezones. Coordinating and
delivering the response from
withina single team results in
fasterresolution and overall
moresecure deployments.
Plans
With the groundwork laid in 2023, we are
expecting to start to roll out the use of
Aurora Serverless databases through
2024. This will bring additional processing
capacity and throughput to our customers
at peak times whilst helping to reduce
thewasted compute when running
provisioned databases of a fixed size.
In preparation for the first tranche of
ultra-high volume customers running
inproduction on Alfa Cloud, we’re
continuing to invest in our offering,
bolstering our team capabilities and
adding features for our growing customer
base. This will ensure that we are always
able to meet our customer needs around
deployment and work scheduling.
21
Strategic report
Corporate governance Financial statements Other information
Highlights
We know our power is in our people
atAlfa, and we want the best talent to
workfor us. We attended numerous
recruitment events throughout the year
inthe UK and US, and hosted several
Insight Days – giving potential applicants
the opportunity to experience Alfa prior
toapplying for a role. These events
contributed to more than 800 individuals
applying to our next graduate
programmes. We made 52 appointments
throughout the year and ended 2023 with
a total global headcount of 475.
We have continued our employer
brandactivities with employee story
campaigns, celebrating our people,
andhave shared life at Alfa on our
socialsallyear, giving insight into our
workplaceand what we offer. Our
recentlyupdated website features
careerspages showcasing core benefits
and what to expect at Alfa, and now
integrates with our recruitment platform
for a seamless candidate experience.
475
total global headcount
Our Leadership Development
programmes are enabling colleagues
tofurther develop and hone the key
skills,traits and characteristics needed
toeffectively lead others, helping us
growaculture where individuals and
teams thrive. Partnering with various
organisations (such as Bright Network and
UpReach) gives us great exposure to new
audiences too.
Insight Days at Alfa
This year we hosted four Insight
Days at our office in London
organised by HR and the Alfa for
Racial Equity Community. The aim
of these events is to attract top
graduates to apply to Alfa’s
graduate scheme, but also to give
the students skills and knowledge
they can add to their CVs while also
helping us to increase the diversity
of applicants. To do this, we include
workshops focusing on two key
areas of Alfa – Engineering and
Implementation – which are run by
colleagues working in these career
paths. We also include a networking
lunch to give the attendees a
chance to meet people at Alfa
andan applications session to
gothrough CVs, cover letters
andAlfas application process.
Find out more about these
recruitment events on pages 59-60.
Plans
2024 will be another busy year for the
Peopleteams. High on the agenda
willbecontinuing to execute our plans
toimprove diversity, equity and
inclusionacross the organisation. We’ll
continue to partner with organisations
that can help us access talent and boost
our diversity, and we look forward to
developing a new partnership with
Niyo.Globalconnections will be improved
with changes to our intranet – giving
regional views as well as global news
updates for everyone. We will kick off a
new ‘Alfa Alumni’ programme to maintain
relationships with valued colleagues and
strengthen our employer brand. This will
maintain connections with the extended
Alfa network as well as support us in
finding valuable referrals. Our ongoing
Ways of Working’ review will also help
usto continue offering a flexible and
supportive workplace that will retain
ourtalent as well as attract candidates
from awider pool.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
22
Scale | Our People
Highlights
This year, we successfully leveraged our
partner relationships, onboarding partner
intakes in EMEA and the US, and embedding
partners in even more Alfa project teams
and client-side/Systems Integrator (SI)
roles. This year saw a record number of
partner-assisted project go-lives. We have
also benefited from increased sales
channel opportunities viaour partner
relationships and the extended global
reach they provide.
We have grown our partner ecosystem by
agreeing engagement terms with Teamwill
US, strengthening our delivery capacity in
North America. We have also partnered
with a market leader in software quality
and test automation with a proven track
record supporting our customers. Wehave
continued to explore new partnerships in
strategic geographies thatcan help us in
sales opportunities and delivery.
We have continued to invest in our
partner programme, extending our
partner support team and further
developing ourpartner training – this
included course material improvements
and implementing a digital credentials
platform to formalise our SI partner
training certification. Improved access to
supporting information and tooling has
brought increased efficiencies and opened
up newroles for partners.Moreover,
wehave started to execute our plan for
moving to more advanced partner sales
and delivery models, making good
progress on the enabling investment.
Plans
In 2024, we will continue to scale our
existing partnerships and evaluate
otherpotential partners to further
strengthen our partner ecosystem
andmarket coverage.
As staff augmentation partnerships
mature and partner resources gain
expertAlfa Systems implementation
knowledge and experience, we will
continue to advance them towards
ajointdelivery model.
2024 will see significant investment
inourpartner programme including:
Opening up more roles for partners;
Improving partner onboarding,
including implementation of a
LearningManagement System for
managing training courses, scheduling,
reference materials, testing, and
integration with our digital credentials
platform for certification;
Completing the programme of
enablinginvestment for partner-led
delivery of our Alfa Start product in
ourhome market.
We will continue collaborating on
businessdevelopment activities with our
partners. This is an important aspect of
our partnerships, with new sales acting as
a growth accelerator, both for Alfa and for
scaling our partner relationships further.
10
partner relationships
5
partner assisted project go-lives in 2023
12
ongoing partner assisted projects
Strengthening our delivery
capacity in North America
Looking to replicate the success
ofour partnership and staff
augmentation collaboration in
EMEA, thisyear wepartnered with
Teamwill US, strengthening our
delivery capacity inNorthAmerica.
Delighted to share a major
milestone in our journey!
As Teamwill, we have been
long-standing partners with
Alfa Financial Software. We
are excited to announce the
expansion of our partnership
into the US market with
Teamwill USA, our new office
in Dallas. Together, we will
leverage our expertise in
integration and consulting,
as well as market insights
in equipment finance and
auto finance, to deliver
unparalleled value to our
US clients. Stay tuned as
we embark on this exciting
journey of collaboration
andinnovation!”
Zied Bach Hamba,
Managing Director at TeamwillUS
23
Strategic report
Corporate governance Financial statements Other information
Scale | Partners
Highlights
Building on our container deployment
strategy, we have facilitated the transition
for on-premise clients to use those
containers and proven the value of these
inthe fast-moving security environment,
by proactively responding to newly
announced industry vulnerabilities
through our secure development pipelines.
Our leading-edge software development
lifecycle (SDLC) and tooling for large-scale
code reorganisation have enabled us to
keep moving with new versions of Java.
This hasalso allowed us to simplify our
cross-platform compatibility testing,
resulting in a greater level of consistency
and assurance.
When it comes to delivery, we have created
the ability to migrate back book portfolios
via a spreadsheet upload, including
repeatable processes, fully documented
cutover activity and out-of-the-box
reconciliation reports. We are also utilising
innovation and ideas from the experience
we have within our Delivery workforce
and will be investing insimplification
ideas in theareas of testing,
documentation, processes and Alfa Cloud.
Plans
Migration is one of the most complex
tasks within a project, and with that in
mind, in 2024, we plan to continue to
invest in this area, both from a product
and tooling perspective.
Capitalising on the personalised user
experience, we will be building further
market and product use-case specific
components and enable targeted
editability and actions. Further access to
runtime customisation options will also
accelerate the trialling and adoption of
new features or market functionality as
part of a streamlined upgrade process.
19
clients on long-term support branches
Evolving Alfa Development Model
In 2023, we set ourselves a challenge: we knew that we had the
best software in the business but we also knew that the way we
worked together to enhance that software could be even better.
Weve grown significantly andsome of our software
development processes have evolved organically, rather than by
design. We met this challenge by working to improve flow across
our development model, ultimately aiming to improvethe flow
of value toour customers.
Flow is the speed and efficiency with which high-quality work
moves through an organisation. We have thus made significant
changes to the structure of our Product Engineering group,
making it much easier to work with, and have brought more
clarity to the roles involved in changing our core product.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
24
Simplify | Product, Implementation and Processes
Highlights
Expansion and growth have been the
themes of the year on Alfa Start, both
interms of new markets as well as
functional coverage in our existing
Startproducts.
In October, we announced the launch
ofAlfa Start for US Equipment, the
preconfigured software platform built
forfinancial organisations in that market.
Built on Alfa’s extensive experience
supporting the top providers of
equipment finance in the US, Alfa Start
delivers best-in-class business processes,
required by operations of all sizes. This
becomes our third Alfa Start accelerator,
alongside US Automotive and UK
Equipment, which enable rapid
implementation and early business
valuefor our clients at entry level costs.
On the automotive side, we have
expanded our process catalogue by
configuring and documenting new
business processes in areas such as
management of aftermarket products,
securitisation, and increased handling
forbankruptcy. In addition, we have
partnered with the team developing Alfa
Compose to define user perspectives for
the retail automotive industry. This new
feature will enable the configuration of
amore targeted view into the system,
tailored to simpler products and different
user roles so that users can complete
their work more efficiently.
Our latest out-of-the-box implementation
has expanded the Alfa Start implementation
methodology to facilitate a hybrid project
team leveraging our strong partner
network. Enabling our partner network
toassist in the delivery of Alfa Start will
provide the opportunity to commence
projects more reactively, further reducing
the time between a sale being agreed and
the client realising the business benefits
of Alfa Systems live in production.
Plans
Building on our success in 2023, we
expect 2024 to be another busy year
aswe focus on expanding the out-of-the-
box capabilities of Alfa Start across the
contract lifecycle. We plan to leverage
internal investment initiatives across Alfa
to bring new capabilities into Alfa Start
that will enable Alfa Start projects to
deliver our tried and tested product
evenmore efficiently.
Building on our initiative to leverage
trusted partner resources for Alfa
Startprojects, we will look to continue
tobuild on this model, continuing the
mission to enable rapid and cost-effective
Alfa implementations.
Furthermore, we look to continue
totransition some of the newest Alfa
Systems functionality into the Alfa
Startproduct offering. This is likely
toinclude Alfa One (an implementation
simplification initiative) to remove
unnecessary differentiation between
AlfaSystems implementations, and
AlfaCompose to bring process-specific
information straight to end users’ fingertips
in conjunction with Alfa workflow.
Alfa Start implementations can reach
live production in as little as
22 weeks
US Equipment Alfa Start
Alfa Start is now available for the
USEquipment market. Designed
toaccelerate systems change
programmes, Alfa Starts process
catalogue, pre-configuration and
associated documentation acts as a
project accelerator, enabling faster
implementations, maximising value
and minimising risk. More than 40
back-office business processes have
been configured across a standard
product set, each supported by
predefined workflows, business
rules, document generation and
user roles. Alfa Start is supported
by a suite of documentation
including industry-standard process
maps, and description documents
for each business process and
integration. Finance organisations
choosing Alfa Start also benefit
from an expedited methodology,
which focuses on a quick, efficient
implementation, and is backed by
the Alfa Cloud hosting service,
making application environments
available on day one.
25
Strategic report
Corporate governance Financial statements Other information
Simplify | Start
2023 2022 2021
475
441
382
2023 2022 2021
82%
84%
78%
2023 2022 2021
97%
90%
87%
Definition and KPI
calculationmethod
In considering the financial performance of the
business, the Directors and management use
key performance indicators (KPIs), some of
which are defined by IFRS and some of which
arenot specifically defined by IFRS.
We believe that operating free cash
flowconversion is a key measure requiredto
assess our financial performance. It is used
bymanagement to measure liquidity. This
measure is notdefined byIFRS.
The most directly comparable IFRS measure for
operating free cash flow conversion is cash flows
from operations. The measure is not necessarily
comparable to similarly referenced measures used
by other companies. Asaresult, investors should
not consider this performance measure in isolation
from, or as a substitute analysis for, our results of
operations as determined in accordance with IFRS.
Alfa measures a range of
financial and operational
metricsto help manage
business performance.
Operational
Headcount
Employee engagement (%)
Retention rate (%)
2023 performance
Headcount has increased due to planned
recruitment and a strong retention rate
throughout 2023.
Why do we measure this?
Our revenue growth and ability to win new
business is heavily dependent on the number
and deep expertise of our people and
thereforegrowing our team for the future
iskeyto this goal.
Linked to remuneration: No
Links to strategic priorities:
1
3
2023 performance
Employee engagement remains strong,
boostedby our continued focus on internal
communications and engagement, and
supporting our communities to further their
ESGinitiatives.
Why do we measure this?
Employee engagement measures levels of
employee satisfaction and connection to
thebusiness. There is a positive correlation
between employee engagement and business
performance and the metric should be a lead
indicator for retention rate performance.
Linked to remuneration: Yes
Links to strategic priorities:
1
3
2023 performance
Our employee retention rate has been very
strong in 2023, reflecting our continued
investment in learning and development, and
continued strong employee engagement scores.
Retention in 2021 dipped in the immediate
aftermath of the pandemic lockdown easing.
Why do we measure this?
Our deep expertise in the industry and our
ability to service our customer relationships are
driven by the quality of our people. A higher
retention rate demonstrates sustained
engagement and maintenance of key skills
andknowledge.
Linked to remuneration: Yes
Links to strategic priorities:
1
3
475
82%
97%
Hosting and subscription licence) assuming
these services continued as planned (actual
contract length varies by customer);
(ii) the estimated remaining time to complete
Services and Software deliverables within
contracted software implementations, and
recognise deferred licence amounts (which
may not all be under a signed statement
ofwork); and
(iii) Pre-implementation and ongoing Services
and Software work which is contracted
under a statement of work.
As TCV is a reflection of future revenues,
forward looking exchange rates are used for
the conversion into GBP.
Constant currency: When the Company
believes it would be helpful for understanding
trends in its business, the Company provides
percentage increases or decreases in its
revenues or operating profit to eliminate the
effect of changes in currency values. When trend
information is expressed herein “in constant
currencies”, the comparative results are derived
by re-calculating comparative non-GBP
denominated revenues using the average
exchange rates of the comparable months in the
current reporting period.
Headcount: Represents the number ofAlfa
employees under contracts of employment
asat 31 December of eachyear.
Retention rate: Represents the retention of
Alfa employees over the previous 12-month
period, excluding any managed staff attrition.
Employee engagement: The overall employee
engagement score is derived from quarterly
employee Pulse survey ratings based on the
questions “I am happy in my role” and “I would
recommend Alfa to a friend as an employer”.
The figures shown are for the last survey of
theyear.
Operating free cash flow conversion:
Calculated as cash generated from operations,
less capital expenditures, less the principal
element of lease payments inrespect of IFRS16.
Operating free cash flowconversion represents
operating free cash flow generated as a
proportion of operatingprofit.
Total contract value (“TCV): TCV is calculated
by analysing future contract revenue based on
the following components:
(i) an assumption of three years of Subscription
payments (including maintenance, Cloud
Our strategic priorities
1 Strengthen 3 Scale
2
Sell
4
Simplify
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
26
Key Performance Indicators
2023 2022 2021
£102.0
m
£93.3
m
£83.2
m
2023 2022 2021
£21.8
m
£18.7
m
£23.1
m
2023 2022 2021
£30.1
m
£29.6
m
£24.7
m
2023 2022 2021
115%
102%
114%
2023 2022 2021
29.6%
31.8%
29.7%
2023 2022 2021
£165.3
m
£142.9
m
£133.1
m
Financial
Group revenue m)
Cash (£m)
Operating profit (£m)
Operating free cash
flowconversion (%)
Operating profit margin (%)
Total contract
value m)
2023 performance
Group revenue grew by 9% (also 9% on constant
currency basis), with particularly strong growth
in our subscription stream driven by growth
insubscription-based customers as well as a
number of perpetual customers moving into
post go-live support. Services revenue grew
by10% reflecting growth in our delivery
capabilities, while Software is slightly down as a
result ofourtransition to a subscription model.
Why do we measure this?
Growing revenue is a measure of customer and
business success. It is central to our objective of
growing by maintaining our leading competitive
position through differentiation of People,
Product and Delivery.
Linked to remuneration: Yes
Links to strategic priorities:
1
2
3
4
2023 performance
Cash generated from operations remained
strong in 2023 with over 100% cash conversion,
allowing for the payment of further special
dividends totalling £16.6m.
Why do we measure this?
Cash is critical to allow the Group to cover
itsexpenses, provide funds for investment,
growthand to meet its long-term needs.
Cashgeneration is a good indicator of the
underlying health of the business.
Linked to remuneration: Yes
Links to strategic priorities:
1
2
3
4
2023 performance
Operating profit increased from last year as a
result of growth in revenues, partially offset by
increased salary, hosting and internal computer
costs. The margin was lower this year due to
favourable items in the prior year.
Why do we measure this?
Operating profit is an indicator of the Group’s
profitability. It can be used to analyse the
Group’s core operational performance without
the costs of capital structure and tax expenses
impacting profit.
Linked to remuneration: Yes
Links to strategic priorities:
1
2
3
4
2023 performance
Operating free cash flow conversion for 2023
was very strong, due to favourable billings and
early collections in the final months of the year.
Why do we measure this?
A strong unencumbered balance sheet position
is key to growing the business in the future. Our
business has always been cash-generative and
this KPI allows us to monitor cash flows before
investment in capital projects. The calculation of
the KPI is included on page 30.
Linked to remuneration: Yes
Links to strategic priorities:
1
2
3
4
2023 performance
Operating profit margin declined following
somefavourable items in 2022 including a
one-off gain on lease assignment and favourable
foreign exchange.
Why do we measure this?
Operating profit margin is a measure of how
effectively we sell Alfa Systems and manage
ourcost base. It also allows comparison
acrossdifferent companies and sectors.
Linked to remuneration: Yes
Links to strategic priorities:
1
2
3
4
2023 performance
Total TCV has seen strong growth since
31 December 2022, driven by our subscription
stream, with two new customers being fully
contracted in Q4. This is offset by a drop in
software TCV as a result of our transition
fromperpetual to subscription licences,
andservices is slightly down due to some
newAlfa implementations, including one of
thecustomers contracted in Q4, completing
during2023. See page 29 for further detail.
Why do we measure this?
Helps to predict revenue and the value of a
contract over its lifetime, which will generally
extend beyond the current financial year.
Seepage 29 for a detailed explanation of
thecalculation.
Linked to remuneration: No
Links to strategic priorities:
1
2
3
4
£102m
£22m
£30m
115%
30%
£165m
27
Strategic report
Corporate governance Financial statements Other information
“We saw another strong cash performance with 115%
cash conversion supporting £24.5m of cash returns
to shareholders.
Duncan Magrath, Chief Financial Officer
Financial results
2023 2022
Movement
%
Revenue 102.0 93.3 9%
Gross profit 63.7 59.9 6%
Operating profit 30.1 29.6 2%
Profit beforetax 29.6 28.9 2%
Taxation (6.1) (4.4) 39%
Profit for
theperiod
23.5 24.5 (4)%
Basic EPS 7.99p 8.24p (3)%
Diluted EPS 7.90p 8.09p (2)%
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
28
Financial review
Revenues increased by 9% or £8.7m
to£102.0m in the 12 months ended
31 December 2023 (2022: £93.3m).
Growth at constant currency was also 9%
– see page 26 for the definition.
Gross profit increased 6% to £63.7m
(2022: £59.9m) slightly behind the increase
in revenue mainly due to increased
headcount and salary inflation, with
operating profit increasing by 2% or £0.5m
to £30.1m (2022: £29.6m) with profit before
tax of £29.6m (2022: £28.9m).
The Effective Tax Rate (ETR) for 2023 is
20.6% (2022: 15.2%) which increased over
2022 largely due to the increase in the UK
Corporation Tax rate. The resulting profit
for the period was £23.5m (2022: £24.5m).
Revenue – by
type £m 2023 2022
Movement
%
Subscription 31.8 27.4 16%
Software 15.6 16.3 (4)%
Services 54.6 49.6 10%
Total revenue 102.0 93.3 9%
Subscription revenues
Overall subscription revenues increased
strongly by 16% to £31.8m (2022: £27.4m),
with growth across all three elements of
licence, maintenance and hosting driven
from both existing and new customers.
Allnew customers in the late-stage
pipeline are looking for a subscription
licence contract, with 90% looking to
utilise Alfa Cloud.
Software revenues
Software revenues of £15.6m were down
£(0.7)m or 4% on last year (2022: £16.3m),
due to a reduction in the recognition of
customised licences from perpetual
licence customers, as we focus on moving
customers to a subscription model.
Development work for existing customers
was heavily weighted towards the first
half of the year, but overall was in line with
2022. There were one-off licence
revenues of £0.5m (2022: £0.4m).
Services revenues
Total services revenues increased by
10%to £54.6m (2022: £49.6m) at actual
exchange rates. Growth was broadly
spread and came from both
implementation revenues for new
customers and also from existing
customers, either going through v4 to v5
upgrades (which accounted for 17% of
total services work versus 14% last year)
or ongoing services work.
Total contract value (TCV)
TCV – by stream
£m 2023 2022
Movement
%
Subscription 119.5 93.3 28%
Software 17.8 20.1 (11)%
Services 28.0 29.5 (5)%
Total TCV 165.3 142.9 16%
Total contract value (TCV) increased over
last year by 16% to £165.3m, significantly
boosted by two large contracts signed in
the year offset by the completion of one
large project. Subscription TCV has
increased 28%, driven by strong growth
inboth hosting and licence subscriptions.
There was a 11% decrease in Software
TCV, principally from a reduction in the as
yet unrecognised customised licence as
we transition to subscription licences.
Services TCV of £28.0m was down 5%
versus this time last year due to a lower
level of activity in advance of new
contracts being signed and started.
TCV – by stream
for next
12months
£m 2023 2022
Movement
%
Subscription 37.1 30.1 23%
Software 8.7 10.2 (15)%
Services 21.2 24.7 (14)%
Total TCV 67.0 65.0 3%
Of the TCV at 31 December 2023, £67.0m
(31 Dec 2022: £65.0m) is anticipated to
convert into revenue within the next
12 months. Within this subscription TCV
isup strongly by 23% to £37.1m
(2022: £30.1m) on the back of two new
contracts, software TCV of £8.7m
(2022: £10.2m) is down 15% due to the
reduction in unrecognised customised
licence, with services TCV down 14% to
£21.2m (2022: £24.7m). We expect this
toincrease as new contracts start.
Operating profit
The Group’s operating profit increased
by£0.5m, or 2%, to £30.1m in 2023
(2022: £29.6m) primarily reflecting the
netbenefit of increasing revenues net of
operating costs.
Headcount numbers were up 8% at
31 December 2023 at 475 (2022: 441), with
average headcount of 463 up 10% on last
year (2022: 420). Staff retention rate was
very strong through 2023 and was at 97%
at 31 December 2023 (2022: 90%).
29
Strategic report
Corporate governance Financial statements Other information
Expenses – net
£m 2023 2022
Movement
%
Cost of sales 38.3 33.4 15%
Sales, general
and admin
expenses*
34.0 32.1 6%
Other income,
FX and
one-off costs*
(0.4) (1.8) (78%)
Total
expenses
– net
71.9 63.7 13%
* FX gains and losses and fair value movement on FX
forward contracts as well as the one-off aborted
transaction costs have been removed from SG&A to
better show underlying costs, and have been shown
together with other income in the table above.
Cost of sales increased by £4.9m to
£38.3m (2022: £33.4m) to support
thegrowth in the business. This was
dueto higher headcount, in both our
implementation and engineering teams
along with pay increases. Hosting costs
increased from the strong growth in
AlfaCloud.
Sales, general and administrative (SG&A)
costs increased to £34.0m in the year
(2022: £32.1m). Salary costs were up 12%
in the period to £46.8m (2022: £41.8m)
due to higher headcount and pay
increases. Profit Share Pay, including
employer’s costs, in the period was £3.8m
(2022: £3.5m). Share-based payment
charges have decreased over last year at
£1.6m (2022: £1.8m), principally due to
lower provision for NI costs from a lower
share price at year end. Other costs
increased 11% to £15.6m (2022: £14.0m)
with cost patterns returning to normal
along with the impact of inflation.
Other income, FX and one-off costs
decreased by 78% since 2022. Included
within this is £0.5m (2022: nil) of income
related to the Research & Development
expenditure credit (RDEC) scheme which
we qualified for in 2023 for the first time,
with reduction in sub-letting income in FY
23 due to be office space being assigned
in 2022. Legal & other costs related to
possible offers for the company were
£0.6m (2022: £nil). There was a net gain of
£0.3m (2022: £1.1m) from FX gains and
losses and fair value movement on FX
forward contracts.
We have continued to invest in our
product, with total investment increasing
in 2023 to £35.0m (2022: £29.1m). This
investment is calculated based on the
total time spent by people in our Product
Engineering team working on Alfa
Systems product either for specific
customer developments, which are largely
chargeable, or internal investment and
enhancement of the product. It does not
include time spent on implementing or
maintaining and supporting systems for
customers. It includes salary costs and a
full overhead allocation, and includes
amounts shown as R&D expense and
costs that have been capitalised.
Profit before tax
Net finance costs reduced to £0.2m
(2022: £0.6m) benefiting from a full year
of reduced lease costs and interest
income of £0.3m (2022: £nil). Overall
Profit before Tax of £29.6m was up 2%
onlast year (2022: £28.9m).
Profit for the period
Profit after taxation decreased by £1.0m,
or 4%, to £23.5m (2022: £24.5m). The
Effective Tax Rate (ETR) for the year
increased to 20.6% (2022: 15.2%) as
aresult of the increase in the UK
corporation tax rate, net of the benefit
from prior year credits of £1.2m
principally due to the last year of
operating under the R&D tax credit
scheme. For the full year 2024, we expect
the ETR to be around 26% due to the full
year effect of the increase in the UK
Corporation Tax rate to 25% along with
the loss of the R&D tax credit which has
been replaced by RDEC scheme, which is
shown in other income and not within the
tax charge.
Earnings per share
Basic earnings per share decreased by 3%
to 7.99 pence (2022: 8.24 pence) on the
increased tax charge. Diluted earnings
pershare decreased by 2% to 7.90 pence
(2022: 8.09 pence).
Cash flow
Cash generated from operations was
verystrong at £39.2m in the period
(2022: £34.0m) up £5.2m on last year.
Netcash generated from operating
activities was also very strong at £32.2m
(2022: £27.2m) with tax payments of
£6.5m up on the £6.2m for 2022.
Net cash (including the effect of exchange
rate changes) increased by £3.1m to
£21.8m at 31 December 2023. In the year
the 2022 final dividend and two special
dividends were paid, totalling £19.7m
(2022: £22.5m). In addition, the purchase
of own shares was £4.8m (2022: £5.6m)
for both the share buy-back, which
endedin June 2023, and to fund the
Employee Benefit Trust (EBT). Net
capitalexpenditure of £3.4m was up
onlast year (2022: £2.3m) with increased
capitalisation of software, as expected,
upto £2.8m (2022: £1.5m) and with other
capex of £0.6m (2022: £0.8m) principally
due to investment in IT equipment.
Operating free cash flow
conversion
£m 2023 2022
Cash generated from
operations
39.2 34.0
Adjusted for:
Capital expenditure (3.4) (2.3)
Principal element of
thelease payments
inrespect of IFRS 16
(1.3) (1.6)
Operating free
cash flow
34.5 30.1
Operating profit 30.1 29.6
Operating free cash
flowconversion
115% 102%
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
30
Financial review continued
The Group’s Operating Free Cash Flow
Conversion (FCF) of 115% (2022: 102%)
was very strong, benefiting from
extremely prompt payment by customers
at year end. As noted before, over time
the ongoing trend for 12 month cash
conversion will be around 100% as we
move to a subscription model.
Balance sheet
The significant movements in the Group’s
balance sheet, aside from the cash
balance which is described above, from
31 December 2022 to 31 December 2023
are detailed below.
Other intangible assets have increased
by£2.1m to £5.0m (2022: £2.9m) due to
additions to capitalised development costs.
Right of Use Assets and total Lease
Liabilities have decreased by £1.0m and
£1.1m respectively due to depreciation
charges and lease payments made in
theyear.
Trade receivables reduced by £3.3m
to£5.6m at 31 December 2023
(31 December 2022: £8.9m) with very
strong cash collection at year end.
Accrued income reduced to £4.6m
(31 December 2022: £6.5m) due to
promptbilling.
Corporation tax receivable has increased
to £1.9m (2022: £0.2m) due to tax
payments made during the year and
theimpact of the R&D tax claims.
Trade and other payables balance
increased by £0.5m to £10.0m at
31 December 2023 (31 December
2022: £9.5m).
Contract liabilities reduced slightly by
£0.6m to £14.2m at 31 December 2023
(31 December 2022: £14.8m) due to a small
reduction in the deferred licence balances.
Capital allocation
anddistributions
The Group has had very strong cash
generation over a number of years and
weexpect to continue to be cash-
generative going forwards. The Groups
capital allocation policy takes into
consideration the need to continue to
invest in our people and technology whilst
maintaining strong liquidity. We wish to
retain a degree of optionality for future
investment which we can assess at
thetime.
Over the three years since November
2020, ordinary dividends of £9.8m and
special dividends of £109.4m for a total
of£119.2m have been paid. In addition,
we purchased 4.8 million shares at a cost
of £7.7m through the share buy-back
programme which finished in June 2023.
Therefore, over the last three years,
therehas been a return of over £125m
toshareholders.
The Board intends to progressively
increase the ordinary dividend as the
Group grows, whilst ensuring that we
retain a strong balance sheet.
For 2023, we are proposing an ordinary
dividend of 1.3 pence per share,
amounting to £3.8m, with an ex-dividend
date of 30 May 2024. In addition, we have
declared a special dividend of 2.0 pence
per share, amounting to £5.9m with an
ex-dividend date of 2 May 2024.
Going concern
The financial statements are prepared
onthe going concern basis. The Group
continues to be cash generative and the
Directors believe that the Group has a
resilient business model. The Group
meetsits day-to-day working capital
requirements through its cash reserves
generated from operating activities.
TheGroups forecasts and projections,
taking account of reasonably possible
changes intrading performance, show
thatthe Group has sufficient cash reserves
to continue to operate for a period of not
less than 12 months from the date of
approval of these financial statements.
Thegoing concern assessment also
includes downside stress testing in line
with FRC guidance which demonstrates
that even in the most extreme downside
conditions considered reasonably possible,
given the existing level of cash held, the
Group would continue to be ableto meet
its obligations as they fall due, without the
need for substantive mitigating actions.
Onthis basis, the Directors consider it
appropriate to continue to adopt the going
concern basis of accounting in preparing
the financial statements.
Subsequent events and
Related parties
There are no subsequent events that
require disclosure. Details about related
party transactions are disclosed in
note32.
Viability statement
The viability statement containing a
broader assessment by the Board of the
Companys ongoing viability is set out in
the Strategic report on pages 45 to 47.
Duncan Magrath
Chief Financial Officer
13 March 2024
31
Strategic report
Corporate governance Financial statements Other information
Alfa’s effective risk management provides a foundation
forthe safe pursuit of our strategic goals, innovation
andopportunities.
Introduction
2023 has seen our risk environment
evolve, and our monitoring and mitigation
has kept in step with this evolution,
guided by our well-established risk
management framework. Careful
management of risks has helped to
ensure that our operations and strategy
have continued to prove their resilience
towards external themes, such as the
continuing global economic uncertainty,
high interest rates and cost of living, and
their potential impacts on the asset
finance industry which we serve. Our
principal risks, each categorised as
external or internal, are explained on
pages 36 to 44.
We have an established governance
regime in place for risk management
(seepage 33), which puts assessment,
monitoring and controlling of risks at
theheart of our strategy. On behalf of
theBoard, and with oversight by the
Auditand Risk Committee, the Risk
Management function has focused in
2023 on identifying, understanding,
monitoring and controlling risks, as well
as providing direction on the level of risk
that Alfa is willing to take to achieve our
strategic goals.
Alfa puts considerable focus on our
responsibility towards society and the
environment, and we seek to make a
positive impact across a broad range of
ESG topics. As such it is vital that ESG-
related risks are included in our risk
management activities. We consider how
topics such as climate change will impact
our industry, but also consider our
responsibilities and the sustainability
ofour activities. Whilst we do not have
any ESG-related principal risks, there is
discussion of our ESG risk assessment
onpage 55.
Our Risk Management
Framework – how we identify
and manage risks
Our risk management framework is
designed to be flexible and proactive, and
links tightly into our operations, strategy
and decision-making. This allows us to
react with speed and agility to new and
evolving risks as they arise, across all of
our business areas. This has helped us in
2023 to continue to progress our strategic
objectives, and to identify and pursue
opportunities as they arose.
We recognise that managing risk
effectively is integral to executing our
strategy. We have therefore implemented
a five-step process for monitoring and
managing risk throughout our business,
allowing the Directors to conduct a robust
assessment of the principal risks facing
the Group. Risk is not something that
should be eliminated but, instead,
identified, assessed and managed
inatimely manner.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
32
Risk management
Identify
risks
Assess and
quantify
Define risk
appetite
Respond, manage
and mitigate
Monitor
and review
1
2
3
4
5
Whilst overall responsibility for risk lies at the Board level, the Directors have
delegated authority for risk identification to the Company Leadership Team
(CLT). A bottom-up approach has primarily been undertaken to provide a
detailed review of risks by relevant business owners and this is led by the
RiskOfficer, twice a year. Each identified risk is categorised into one or more
business areas, and is assigned to the most appropriate business owner.
Risks are assessed to understand the likelihood and the impact of the risk
crystallising. We assess risk across all of our business areas, and we consider
theirlevel of impact to our organisation across these categories:
Financial Reputational ESG
Operational Legal and regulatory
The assessed risks are then reviewed by the CLT and the Audit and Risk Committee,
to provide assurance over completeness and quality of the risk register.
Our systems and processes are designed to manage our exposure to risk rather
than eliminate the risk completely. Therefore the Audit and Risk Committee,
with the CLT, will reassess the Group’s risk appetite each year with this in mind.
The Audit and Risk Committee will consider the risks associated with the
conduct of our business and the delivery of our strategy, assessing the risks we
are exposed to and evaluating whether this exposure is acceptable given the
likelihood and severity of the risk.
Each risk is reviewed at least annually, bi-annually for the higher priority risks.
At each review date, the existing controls are reviewed for adequacy and
effectiveness. Due to the ever-changing business landscape and the industry
we work in, it is quite possible for the control requirements to change and for
processes and policies to require updating. If this is the case, then the business
owner is responsible for implementing changes.
Management monitors progress against the principal risks. This is shared with
our internal auditor, BDO, to assist with forming the internal audit plan. The
Board reviews the summary risk register and assesses the adequacy of the
principal risks identified, as well as the mitigating controls and procedures
which are in place.
Our risk management framework
33
Strategic report
Corporate governance Financial statements Other information
Top down
Governance,
identification
and
assessment
of risk by
senior
management
Bottom up
Identification,
assessment,
control and
monitoring
ofrisk by
business
areas
Governance and
responsibilities
Our organisation has an open and
accountable culture, led by our
experienced CLT, whose members
havemany years of experience in their
areas. The Board and the CLT set the
tonefor our risk management activities,
embedding risk consideration and
assessment into the culture within
theorganisation. Ownership and
accountability for risks is an integral part
of our risk management framework.
The Board has overall responsibility for
the governance of risks, ensuring we have
adequate and effective systems in place
and setting the tone for our risk culture.
Itdoes this in various ways:
Risks are considered by the Board
asanintrinsic part of our strategic
planning, and in the consideration
ofnew opportunities – risk is
recognised as aninherent part of
eachopportunity, and is assessed
together with the opportunity.
There is a twice-yearly review by the
Audit and Risk Committee of principal
risks, their evolution, and consideration
of emerging risks.
The CLT members, or their delegates,
are the owners for each risk in the
Corporate Risk Register, and they,
andtheir teams, are responsible for
theidentification, assessment and
treatment of the risks in their own
areas. Risk management is thus
embedded into each area of the
business, as they are best placed to
progress the actions and mitigations.
The Risk Officer coordinates risk
management activities and collates the
risks into the Corporate Risk Register.
The Risk Officer is an advocate for best
practice across the organisation.
Risk assurance is achieved through our
external and internal audits as well as
through our attainment of ISO27001
and ISO27018 certifications, and
through our SOC1 and SOC2 audits.
Responsibilities
Board
Defines the risk governance
framework, risk culture
andprinciples
Sets the tone for risk management
including risk appetite
Responsible for an effective
system of internal controls
Approves risk decisions that are
beyond delegated authorities
Audit and Risk Committee CEO and CLT
Reviews the risk management
framework and the effectiveness
of internal controls, risk
management systems and major
risk initiatives
Reviews and challenges the
principalrisks in the risk register,
andrisk ratings
Reviews and challenges the
riskappetite
Reviews the internal audit
programme and reports
Review the risk management
framework and the effectiveness
of internal controls, risk
management systems and major
risk initiatives across the Group
Review the risk profile against
risk appetite and make
recommendations to Board in
relation to risk profile, strategy
and key controls
Review and challenge the risk
register and risk scores
Review the sustainability of risk
methodologies, metrics and policies
Assess major risk-related projects
Assess new commercial
arrangements through
participation in the
DealCommittee
Risk Officer and CFO Operational management
Responsible for collating
updates, managing the risk
register and presenting principal
risks and uncertainties to the CLT
and Audit andRisk Committee
The Risk Officer acts as an
advocate for risk management
across all levels of the business
The Risk Officer reports to the
CFO in relation to risk
management matters
The CFO has responsibility for
governance and risk
management review
Assesses for new risks, updates
oncurrent risks assessment and
implements mitigation strategies
andactions
All employees
Be alert to risks associated
withthe activities that they
perform, and report such
tooperational management.
Report inefficient, unnecessary
or unworkable controls
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
34
Risk management continued
Our risk appetite
Our risk appetite provides us with
guidance on the levels of risk we are
prepared to take in pursuit of our
objectives, and is considered a
fundamental part of the planning and
execution of our strategy. Our risk
appetite is assessed across the following
categories: strategic, financial, legal,
operational and ESG. Each of these areas
has different considerations, and it is
important that we are setting the correct
tone for decision making in each area.
This is then consolidated up to determine
our overall risk appetite.
In December 2023, the Board, assisted by
the Risk and Audit Committee and the CLT,
assessed and updated our risk appetite
inlight of the developing in-year and
emerging risks.
Overall, we take a cautious approach
torisk, aiming to operate in a manner
thatwould not be expected to put the
business at risk of significant financial,
operational or reputational damage.
Itisrecognised that an element of risk
taking is necessary in order to seek out
and pursue opportunities, including
progressing our strategic objectives.
Nevertheless, the risks associated with
the pursuit of such opportunities should
be commensurate with the level of reward
expected from the opportunities.
At the current time of heightened
geo-political risk, we recognise that the
principal risk A–socio-economic and
geo-political risk, is currently showing
outside of our acceptable risk appetite
range, as it was in FY22. This risk is due
toexternal factors, and we consider its
heightened level to be somewhat outside
of our control, and that this will be
temporary. Our strategy for growth and
diversification is a key mitigation, helping
us to remain resilient, and adapt as this
external risk evolves. We continue to
monitor whether there are further actions
we can take to mitigate this risk whilst it
remains at an elevated level.
Environment, Social and
Governance (ESG) risk
assessment
We put a particular focus on ESG-related
risks, and in 2023, as part of our bi-annual
risk reviews, we re-assessed these risks,
which are tracked within our Corporate
Risk Register. We do not currently have
any ESG related risks that are sufficiently
high to be considered principal risks
oruncertainties.
Refer to pages 70 to 72 (Task Force on
Climate-Related Financial Disclosures)
which discusses specific risks related to
our climate change responsibilities. We
will continue to risk assess this area as
weprogress our ESG objectives in 2024.
Focus for 2024
Continuous improvement of
risk management procedures,
including raising awareness
within the Company of our risk
management best practices.
Risk identification and
assessment – bi-annual risk
reviews including assessing
actions and effectiveness
ofcontrols.
Information security, cyber
security and data protection
– maintain SOC1 Type 2, SOC2
Type 2 andISO programme
compliance, andcontinue to
assess andstrengthen our
cyber security defences.
Business continuity and
disaster recovery scenario
testing exercises, covering
ouroperational systems,
andAlfa Cloud.
Internal audit – provides
assurance on the adequacy
ofour risk management,
governance and internal
control arrangements.
35
Strategic report
Corporate governance Financial statements Other information
A
C G
D
B E FH
Principal risk heat map
Impact
Probability
Risks
A
Socio-economic and
geo-politicalrisk
B
Risk to people, team,
capacity andskills
C
IT security and cyber risks
D
Business interruption
andcontinuity
E
Foreign exchange rate
uncertainty
F
Pressure on margin due
toincreased cost base,
orthrough increased
competition
G
Competitive pressure may
lead toaloss of market share
in our target markets
H
Management and
supportforlegacy
versionsof Alfa Systems
Acceptable risk appetite
Risk movement since FY 2022
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
36
Principal risks and uncertainties
Principal risks and uncertainties in more detail
The Group faces a number of risks that may adversely affect our strategic and business objectives, operations, liquidity, financial
position, reputation or future performance, not all of which are wholly within our control or known to us. Some such risks may
currently be regarded as immaterial and could turn out to be material. We accept that risk is an inherent part of doing business.
The Board consider the following matters to be the principal risks and uncertainties (in no specific order) affecting our business at
this time.
Risk A – Socio-economic and geo-political risk
Link to strategy
1
2
3
Movement
compared to FY22:
Same level of risk
Potential impact
Major
Probability
Likely
How does it impact us?
2023 has seen a continuation of the uncertainty
inthe global economic outlook. This may impact
demand for our services, or impact our margin,
inone or more of our regions. This uncertainty
isdueto a variety of external factors, such as the
geo-political tensions caused by the war in Ukraine,
the war in the Levant, and the economic recovery
following the COVID-19 pandemic.
The potential impacts of this risk are:
Potential impacts of economic uncertainty on our
customers and their markets may reduce their
spend on our services. Noting that we have no
customers nor operations in Ukraine nor in the
Levant or elsewhere in the Middle East, so do not
have direct exposure to those regions.
Inflation remains at abnormally high levels in
many of our regions (although this has cooled),
due to the above factors, and is leading to
increased costs to our business. These increases
may outpace our revenue increases, if we are
unable to increase our fees in line with costs.
Reduced consumer confidence in a period of
uncertainty, higher inflation and high interest
rates may lead to reduced demand for consumer
asset finance, and therefore a knock-on reduced
demand for our services.
High interest rates result in a high cost of
borrowing for our asset finance customers, which
may put pressure on their margins if they cannot
pass those on to customers. This may reduce their
ability to spend on technology change projects.
The above external factors have led to us assessing
this risk as remaining at its previous level.
How we mitigate?
Strategy for diversification: Our strategy aims to
diversify our customer base, both geographically
and by asset type (i.e. automotive, equipment)
butalso by type of customer (i.e. banking, OEM or
independent) which therefore have different and
often contrasting risk characteristics. This mitigates
some of this risk as there is often a degree of cyclical
trend affecting the auto and equipment finance
industry.
Additionally, our strategy aims to diversify our
revenue streams to build further resilience, with
oursubscription Alfa Cloud offering now well
established alongside our implementation
professional services and ongoing development
services.
Financial robustness: We ensure that the Group
isfinancially robust and resilient to economic
downturns, or project pauses, by retaining cash
reserves and invoicing and collecting promptly
forservices.
Fees for our services are generally increased
annually, taking consideration of the increases
experienced in our cost base.
Customer alignment: We take proactive steps to
maintain strong relationships with our customers in
each market, with close collaboration on strategic
aims and growth opportunities. This helps us to be
resilient and adapt to changing market conditions.
Our strategic priorities
1
Strengthen – Grow our differentiation of
market-leading People, Product and Delivery.
3
Scale – Increase our capacity for developing and
delivering Alfa Systems.
2
Sell – Focus on cloud-hosted, subscriptionsales
toour target markets.
4
Simplify – Simplifying our product, implementations
and processes to enable more concurrent Alfa
Systems implementations.
37
Strategic report
Corporate governance Financial statements Other information
Risk A – Socio-economic and geo-political risk continued
Link to strategy
1
2
3
Movement
compared to FY22:
Same level of risk
Potential impact
Major
Probability
Likely
This risk goes hand-in-hand with opportunity,
asourcustomers may seek to adapt to the
changingeconomic environment, seeking
operational efficiency, introducing new products
orreacting toregulatory changes. Alfa is well
placedto help withthe system and process
changesneeded forsuch adaptation, either
whereAlfa Systems istheincumbent system
orwhere a new system isneeded.
Progress highlights in FY23
Decreasing customer concentration: The number
of customers contributing more than £2m to annual
revenue has grown from 17 in FY22 to 19 in FY23.
This demonstrates the effect of our growing
customer base on diversifying our exposure to our
largest customers.
Strategy for diversification:
We have achieved substantial growth in our
subscription revenue, largely through the success
ofour Alfa Cloud offering. Subscription now
contributes 31% of our revenue (FY22: 29%).
We have reinforced our geographical diversification,
with successful go-lives across all of our operating
regions in 2023 (US, Asia Pacific and EMEA), and an
implementation in a new country (Mexico).
Total Contractual Value (TCV):
Our TCV has grown from £143m in FY22 to £165m,
giving some indication of the forward demand for
our services.
Customer alignment:
Our markets and products team have worked
closely with our client-facing teams and customers,
hosting regular user group sessions, and a multitude
of liaison and product strategy alignment sessions
with our customers.
Our strategic priorities
1
Strengthen – Grow our differentiation of
market-leading People, Product and Delivery.
3
Scale – Increase our capacity for developing and
delivering Alfa Systems.
2
Sell – Focus on cloud-hosted, subscriptionsales
toour target markets.
4
Simplify – Simplifying our product, implementations
and processes to enable more concurrent Alfa
Systems implementations.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
38
Principal risks and uncertainties continued
Risk B – Risk to people, team, capacity and skills
Link to strategy
1
3
Movement
compared to FY22:
Same level of risk
Potential impact
Moderate
Probability
Likely
How does it impact us?
We are a people-centric organisation, with our
success heavily dependent on keeping the right
culture, skills and teams in place to execute
ourstrategy.
A failure to attract, train and retain high quality
individuals in our key operating regions may limit
our ability to deliver implementations, maintain
product quality and leading-edge functionality, and
to manage customer relations. This would impact
our ability to deliver on our strategic plan.
We continue to see high competition in recruitment
markets, although this has reduced somewhat from
peak levels.
As such, this risk remains at the same level
aspreviously.
How we mitigate?
Recruitment of graduates and experienced hires is
continuing across all of our regions, with dedicated
HR staff using a diverse number of sources, searching
for candidates from varied backgrounds and ethnicity
and with varied core skills.
Partnering provides a strong and growing network
of professional services partner organisations, with
extensive and established geographical presence.
This provides us with resourcing flexibility, and
wider geographical coverage.
Learning and development: Our diligent
onboarding process, with role-specific training,
gives our new joiners the knowledge to help them
tosucceed. This important training regime is a
significant time commitment, and does increase
onboarding time for our employees, but the benefits
justify this. We endeavour to maintain a culture
centred around our principles and values, and
wehave a strong focus on employee satisfaction,
wellbeing and engagement.
Employee engagement: Surveys are carried out
every quarter, and allow areas for improvement to
be identified and acted upon.
Remuneration: We benchmark our remuneration
levels against relevant roles in the industry and aim
to be competitive.
Progress highlights in FY23
Retention & employee engagement: Retention has
remained high, at 97% (higher than the FY22: 90%).
Employee engagement has remained at similar high
levels to 2022 (2023: 82%, 2022: 84%).
Recruitment: We have continued to strengthen
andgrow our team, with active recruitment of top
quality talent across many areas of the business,
inthe US, Europe and Asia Pacific. This includes
bothexperienced hires, and intakes into our
graduate scheme.
Learning and development: We have further
strengthened our culture of curiosity, with notable
successes such as a new advanced leadership
programme, and a series of important
improvements to our graduate programme training
curriculum. We have also introduced an extensive
catalogue of training materials covering a very
broad range of relevant skills.
39
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Risk C – IT security and cyber risks
Link to strategy
1
2
3
4
Movement
compared to FY22:
Same level of risk
Potential impact
Major
Probability
Possible
How does it impact us?
Our systems, networks and products may be subject
to cyber attacks, specifically designed to disrupt
ourbusiness, obtain our intellectual property or
data, or harm our reputation. A successful cyber
attack could impinge upon our ability to operate
ourbusiness, including our ability to continue
providing support to our customers.
Our Alfa Cloud offering stores our customers
dataon third party cloud hosting platforms.
Asecurity breach in our Alfa Cloud offering
couldresult in compliance violations, identify
theft,malware infections, diminished customer
trust and loss ofrevenue.
There is a continuing global trend of cyber attacks
against organisations, including large-scale,
sophisticated and coordinated attacks.
How we mitigate?
Monitoring and control: Our internal Information
Security team monitors key security and cyber risks,
assesses and monitors the control framework of our
key technology suppliers and undertakes day-to-day
monitoring of IT security incidents.
Continuous improvement: We implement continual
improvements in our IT control environment.
Employee education: We maintain an annual
education and training programme for all staff,
covering Information Security, Data Privacy and
Business Continuity.
Customer assurance: Our customers perform
thorough assessments of the security of the Alfa
Cloud platform during their system selection and
implementation process, measuring our processes
and controls against their own, typically stringent,
internal policies. Thesecompliance checks sit
alongside our own policies and procedures, and
provide independent assurance for our customers
that appropriate security controls are in place.
Progress highlights in FY23
Assurance around controls: We have maintained
ourSOC2 Type 2, ISO27001 and ISO27018 compliance
in 2023. We have also achieved SOC1 Type 2
accreditation, providing additional assurance
around our controls.
Monitoring and control: We have implemented a
range of continuous improvements to our cyber
security processes and controls. We have further
strengthened our security team in 2023 with
recruitment of additional specialists.
Our strategic priorities
1
Strengthen – Grow our differentiation of
market-leading People, Product and Delivery.
3
Scale – Increase our capacity for developing and
delivering Alfa Systems.
2
Sell – Focus on cloud-hosted, subscriptionsales
toour target markets.
4
Simplify – Simplifying our product, implementations
and processes to enable more concurrent Alfa
Systems implementations.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
40
Principal risks and uncertainties continued
Risk D – Business interruption and continuity
Link to strategy
1
2
3
Movement
compared to FY22:
Same level of risk
Potential impact
Major
Probability
Unlikely
How does it impact us?
We are at risk of disruption to our day-to-day
operations if there is a disaster incident which
causes our internal IT systems to fail, we do not
haveaccess to our office space, or if significant
numbers of our personnel are unavailable.
A failure to be able to use key IT systems or access
our infrastructure could lead to a failure to deliver
our services (particularly urgent maintenance
services in the event of a disaster) to our customers
and therefore have a negative reputational impact.
This risk includes consideration of future pandemics.
How we mitigate?
Established procedures: We have an established,
detailed and tested incident management procedure
and escalation process.
Assurance around procedures: We have a disaster
recovery and business continuity plan which is
reviewed and tested annually, and is included in the
SOC 1 Type 2 and SOC 2 Type 2 audits. This includes
an impact analysis exercise, which identifies key
systems, and assigns clear ownership of each of
those systems and their business continuity plans.
Alfa Cloud procedures: Where we provide Alfa
Cloud hosting services, using third party cloud
hosting suppliers, we have annually-tested disaster
recovery plans which initiate automatically if a
server or a region becomes unavailable. In addition,
if a cloud provider ceases to operate, we have a
continuity plan in place to transfer our customers
data to a similar supported environment.
Global distribution: We have a geographically
distributed workforce, and the majority of our key
systems are cloud hosted, providing resilience
against an event impacting one particular location.
Progress highlights in FY23
Testing: We have successfully tested key business
continuity processes, including system failover and
disaster recovery, across both our corporate
network and systems, and Alfa Cloud.
Streamlining: Business continuity and disaster
recovery processes have been aligned between our
internal teams and our Alfa Cloud offering, enabling
streamlining and sharing of best practice.
Assurance: Our SOC1 Type 2 and SOC2 Type 2
reporting and complete failover testing has identified
no significant required remedial actions.
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Risk E – Foreign exchange rate uncertainty
Link to strategy
1
2
3
Movement
compared to FY22:
Same level of risk
Potential impact
Moderate
Probability
Likely
How does it impact us?
There has been considerable fluctuation and
volatility in currency exchange rates throughout
2023, as a result of factors such as those listed in
Risk A – Socio-economic and geo-political risk.
Thereis a risk of continued volatility in 2024.
As we expand our operations, for example in the
EU,our exposure to currency volatility increases.
How we mitigate?
Currency diversification: Our spread of revenue
andcosts across different regions, and currencies,
provides a degree of natural hedging against volatility.
Hedging: We closely monitor exchange rates,
andtake appropriate action, such as converting
excess funds to Sterling, and entering into forward
contracts to hedge against short-term risk. Such
monitoring is also incorporated into our budget
forecasting process.
Progress highlights in FY23
Hedging: As part of our foreign exchange risk
management, in 2023 we entered into forward
foreign exchange contracts to limit our exposure
toexchange rate volatility.
Risk F – Pressure on margin due to increased cost base, or through increased competition
Link to strategy
1
2
3
Movement
compared to FY22:
Same level of risk
Potential impact
Moderate
Probability
Likely
How does it impact us?
The current high inflation environment, coupled
high salaries in the technology industry, may lead
toan increased cost base across all of our regions.
We may also see competitors offer similar services
at lower rates, forcing us to reduce revenue in order
to remain competitive. Without appropriate
mitigation these would reduce our margins.
How we mitigate?
Annual fee increases: Our fees for services are
generally increased annually, taking consideration
ofthe increases experienced in our cost base.
Pricing governance: Our Deal Committee has
oversight of our pricing policy, making sure that
ourpricing is correctly targeted.
Differentiators: Our strategy is to maintain and
growour differentiation of market-leading people,
product and delivery, and these set us aside from
our competitors, making us a compelling choice to
ensure success in the kind of complex technology
transformation projects where we operate.
Simplification, Start: Our Start and Simplification
objectives are targeting more efficient implementations,
further strengthening our competitiveness.
Progress highlights in FY23
Sales conversions and delivery successes: We
have converted three prospects into customers, and
have had a record year for implementations, with 35
go-lives and upgrades (FY22: 28). This demonstrates
the strength of our differentiators – our market-
leading people, product and delivery.
Our strategic priorities
1
Strengthen – Grow our differentiation of
market-leading People, Product and Delivery.
3
Scale – Increase our capacity for developing and
delivering Alfa Systems.
2
Sell – Focus on cloud-hosted, subscriptionsales
toour target markets.
4
Simplify – Simplifying our product, implementations
and processes to enable more concurrent Alfa
Systems implementations.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
42
Principal risks and uncertainties continued
Risk G – Competitive pressure may lead to a loss of market share in our target markets
Link to strategy
1
2
3
Movement
compared to FY22:
Newly-escalated to
the principal risks
in 2023
Increased
probability
Potential impact
Major
Probability
Possible
How does it impact us?
Our competitor landscape is evolving, with some
M&A activity, and with competitors targeting new
regions, and developing their product offerings.
There’s also the possibility of disruptive competition,
for example from big tech companies moving into
auto sales (this is discussed as an emerging risk,
seepage 44).
This is a pre-existing risk which has been newly-
escalated into the principal risks in 2023, as a result
of a reassessment of the competition we are seeing
at sales stage, for example aggressive sales tactics
from competitors.
How we mitigate?
Differentiators: Our strongest mitigations
aredifferentiating features–the quality of our
product, delivery record, and people. Our strategy
aims to retain and develop these, enabling us to
bethe global platform of choice across the asset
financeindustry.
Customer alignment: We ensure that we
areclosely-aligned with customer needs, and
hencewith the market needs, through the active
engagement with our customers, via our client-
facing teams, and the Markets and Products team.
This also guides our investment programme,
allowing us to target our product investment
ontheareas of most interest to the market.
Progress highlights in FY23
Sales conversions and delivery successes: As
highlighted for Risk F, we have converted three
prospects into customers, and have had a record
year for implementations, with 35 go-lives and
upgrades (FY22: 28). This demonstrates the strength
of our differentiators – our market-leading people,
product and delivery.
Risk H – Management and support for legacy versions of Alfa Systems
Link to strategy
1
4
Movement
compared to FY22:
Newly-escalated to
the principal risks
in 2023
Increased
probability
Potential impact
Moderate
Probability
Likely
How does it impact us?
Legacy versions of Alfa Systems (pre-version 5)
remain in operation for a small subset of our
customers, who are not yet ready to upgrade.
Retaining the hardware and software needed
tosupport and maintain these older version of
AlfaSystems, may become expensive and
time-consuming.
There is also a risk due to skillsets for supporting
and maintaining these older versions being
concentrated in a small team, leading to key
persondependencies.
How we mitigate?
Decommissioning: Ultimately we will seek to
decommission the hardware and software
specificto these older versions of Alfa, once all
customers have moved off these older versions.
Wediscuss decommissioning dates with our
customers, and options for moving to the newest
version of Alfa Systems.
Cost recovery: Provision is included in customer
contracts for recovering increasing costs of
maintaining older versions of Alfa Systems.
Progress highlights in FY23
Decommissioning: We have upgrade projects in
progress, moving customers onto Alfa Systems v5, for
the majority of impacted customers. This includes the
last customers on our managed service infrastructure
for Alfa Systems v3 and v4, which will allow some
important infrastructure decommissioning.
Cloud infrastructure: Options are being
investigated for moving the remaining required
hardware and software to cloud infrastructure,
toenable easier maintenance and supportability.
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Emerging risks
Emerging risks are those that, whilst not considered current, may become significant risks over a longer timeframe. We incorporate
emerging risks into our regular bi-annual risk review exercises, and they are assessed in a similar way to the rest of the risks in the
register, including the assessment, and identification of mitigating measures.
Our key emerging risks are presented below:
Time Horizon
Emerging risk Description Mitigation
Short
<2yrs
Medium
2-5years
Long
>5years
Artificial
Intelligence (AI)
There is a risk that AI will result in
an acceleration of novel methods
ofcyber attack.
There is also a risk of competition
from novel AI products or
technologies, which could reduce
our market share.
Our Information Security team
stays up-to-date with the latest
security and threat environment,
and we have specialist advisory
assistance in this regard. This is
considered a component of Risk G
– IT security and cyber risks, and
the steps taken for that risk are all
relevant here.
AI presents both risks and
opportunities for our organisation,
and we are actively engaged in
strategic and innovative
exploration and uses of AI
(seepage 13).
Y Y Y
Technology
competition
We may face competition from new
entrants into the asset finance
market, such as from big tech, who
may disrupt the asset finance
technology sector.
We are specialists in the asset
finance industry, and our product
strategy seeks to keep us in step
with industry needs. We are closely
engaged with our customers, to
ensure that we can help them to
remain on the leading edge of
technology developments.
Y Y
Disruption of the
global auto finance
industry
Our auto finance customers may
face significant competition from
new entrants into their markets,
for example Chinese auto
manufacturers disrupting the
European electric vehicle market.
This may reduce the market
shareheld by our current core
customers, thusreducing their
spend on ourservices.
We are closely monitoring change in
the industries and markets we
serve. Our Markets and Products
team are closely-engaged with our
customers, and with the wider
industry, so that we can remain
ahead and prepared for new trends.
This risk also presents opportunity
for us. Our customers will need
toadapt, involving technology
change, which we are the forefront
of. In addition, new entrants to our
markets means potential new
prospects for us.
Y Y Y
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
44
Principal risks and uncertainties continued
Assessment of prospects
Alfa is one of the leading providers of software to the asset
finance industry andit is the Group’s clear focus to increase its
relatively small market share in this space by:
Grow differentiation of market leading People,
Product,Delivery;
Enable profitable growth by focussing on Alfa Cloud,
Subscriptions, Incremental sales and our Target markets;
Increase our capacity for developing and delivering
AlfaSystems;
Enable more concurrent Alfa Systems implementations,
moreefficiently.
During the year ended 31 December 2023, the Group generated
profit before tax of £29.6m and was cash-generative with net
cash generated from operating activities amounting to £32.2m.
The Group was also able to pay special dividends in the year of
£16.2m in addition to the ordinary dividend for 2022 of £3.5m.
Taking into account the Groups current position and its principal
risks and uncertainties as described on pages 36 to44 of this
Annual Report, the Directors have assessed the Group’s
prospects andviability.
Assessment period andprocess
The strategy and business model as setout on pages 16 to 25
and 14 to 15 arecentral to an understanding of itsprospects.
These inputs provide a framework for assessing the Group’s
prospects and viability.
The three-year timeframe for assessing both prospects and
viability is considered to be appropriate because:
It reflects reasonable expectations in terms of the reliability
and accuracy of operational forecasting models; and
Projections looking out beyond three years become
significantly less meaningful in the context of the fast-moving
nature of the asset finance industry and the software and
technology landscape.
The Group’s prospects are assessed primarily through its annual
planning process, led by the CEO with the CLT. Allrelevant
functions are involved, including finance, sales, recruitment
andresourcing, and commercial.
The Board participates fully in the annual process and has the
task of considering whether the plan appropriately takes
intoaccount the external environment, including technological,
social and macroeconomic changes, as well as the risks and
uncertainties of the business.
The output of the annual review process includes the annual
financial budget and an analysis of the risks which could prevent
the plan being delivered.
Detailed financial forecasts which include profit, cash flow and
key financial ratios have been prepared for the three-year period
to December 2026.
The first year of the financial forecasts forms the Group’s 2024
budget and is subject to a reforecast process each quarter. The
second and third years are prepared in detail based on the
Group’s three year strategic planning process andare flexed
based on the actual resultsin the first year.
45
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Corporate governance Financial statements Other information
Viability statement
Assessment of viability
The Boards assessment of the Group’s prospects, as described
on this page, has been made with reference to current market
conditions and known risk factors, as described in principal risks
and uncertainties on pages 36 to 44.
The Board has considered the Group’s financial performance in
2023, and the risk factors noted above and consider thatthe key
risks which could have a major impact on the delivery of the
Group’s financial objectives are as follows:
Socio-economic or geopolitical risksimpacting conversion of
the salespipeline and/or spending byexisting customers;
Risks to people, teams and skills impacting our capacity to
deliver services to customers;
Pressure on margins due to increasedcost base, or through
increased competition;
Competitive pressure leading to a loss of market share in our
target markets.
Conclusion
It was determined that none of the individual risks would, in
isolation, compromise the Group’s viability. TheDirectors
therefore reviewed theoutputs of the alternative forecasts
which were produced to model the effect on the Group’s liquidity
and solvency ofsevere but plausible combinations ofthe
principal risks and uncertainties affecting the business.
Scenario 2 reflects the combination of all risk factors identified
and is considered a‘worst case scenario’. The Directors consider
that this scenario addresses thekey risk factors outlined above.
Based on the current commercial outlook, Scenario 2 is
considered extremely severe and has been prepared for the
purpose of creating outcomes that have the ability to threaten
the viability of the Group.
In the case of such a scenario crystallising the Group would be
required to take some mitigating actions largely related to the
level of headcount in the business, the level of partner usage and
discretionary spending. In addition there are many other different
levers that could be pulled to further minimise the financial
impact and maintain liquidity to continue in operation.
Revenue and profitability are clearly affected in this alternative
scenario, however based on the Group’s existing cash reserves,
combined with incremental cost reduction measures, the
business would retain sufficient cash reserves to continue in
operation throughout the three-year forecast period, with the
lowest cash balance modelled in this period of £9.4m.
Whilst it is acknowledged that there is continued uncertainty
over future economic conditions, based on the assessment of
prospects and viability, 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 ending 31 December 2026.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
46
Viability statement continued
Scenario 1:
This scenario assumes no conversion of sales pipeline,
a25%reduction in uncontracted work for existing
customers and prices held constant in order to retain
customers, resulting in a 32% reduction from base case
revenues by 2026.
Employee retention rates reduced by 12% p.a. resulting in
a 20% reduction in headcount from base case by 2026 and
partner usage is reduced by 60% from base case in2026.
Direct costs relating to partner usage and Cloud hosting
services are significantly reduced in line withcustomer
activity, however salary costs per person increase as a
result of labour market factors and the need to retain
personnel. Overheads including SG&A salaries reduced in
line with headcount, andthe level of bonuses and profit
share are also reduced in line withperformance.
In this scenario there would be nopayment of special
dividends, however annual ordinary dividends and share
purchases for option vestings would continue as
plannedand no other mitigating actions take.
Scenario 2:
This scenario assumes no conversion of sales pipeline
aswell as a significant loss of customers including
cancellation of two major ongoing customer projects
during2024 and termination of subscription contracts
representing 20% of subscription revenues. This scenario
results in a 50% reduction from base case revenues
by2025.
Employee retention declines by 17%from base case in this
scenario but recruitment continues and no redundancies
made; this results in a29% reduction in headcount from
base case by 2026. Partner usage isreduced by 65% from
base case in2026.
Direct costs are reduced further than in Scenario 1 as well
as further reductions in operating and capital expenditure
in line with headcount. Salary increases are maintained
inorder to retain personnel. No bonuses are paid and
profit share reduced in line with performance.
In this scenario there would be nopayment of special
dividends, however annual ordinary dividends and share
purchases for option vestings would continue as planned
and no other mitigating actions taken with other operating
costs remaining in line with the base case.
47
Strategic report
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Section 172 statement
This section of the Strategic report and
the pages to which it refers, comprise
theCompanys section 172(1) statement
together with the statements set out
earlier in this report as to how the
Directors have engaged with employees
and have regards to their interests, and
how the Directors have had regard to
theCompanys business relationships
with itscustomers, suppliers and
externalstakeholders.
The Board is responsible for leading
stakeholder engagement and ensuring
thatwe fulfil our obligations. Our key
stakeholders are those who influence or
are affected by our day-to-day activities.
These stakeholders groups have varying
needs and expectations; our aim at
Alfaisto engage effectively with all
stakeholders, to develop and maintain
positive and productive relations.
The Board, together with the Directors,
considers any current risks or emerging
risks with regard to each stakeholder
group as part of the overall principal risk
assessment, which is contained on pages
36 to 45.
For each matter that comes before the
Board, the Board considers thelikely
consequences of any decision in the long
term, identifies stakeholders that may
beaffected and carefully considers
theirinterestsand the potential impact
ofthe decision-making process.
Engagement with our shareholders and
wider stakeholder groups plays a vital role
in Alfa’s business. Alfa’s key stakeholders
and why they are important to us are set
out opposite:
Employees
Our employees are central to everything
wedo. Listening to our employees, being
flexible, supportive and inclusive, are our
routes to growing and retaining Alfa’s talent
pool, enabling us to deliver against our
strategic priorities and develop our people.
Investors
The Board places great importance on
having positive relationships with all our
investors and seeks to ensure there is
anappropriate and constructive dialogue
with all ourinvestors.
Customers
Our customers are central to our business
and we aim to deliver our leading-edge
technology to them making our customers
future-ready.
Communities and
environment
We have a responsibility to add value to the
communities in which we operate. We have
employee-led community groups that
aresafe spaces for colleagues to promote
issues, support each other and contribute
to organisational change.
Suppliers and
Partners
Building trusted partnerships and
developing relationships with suppliers
through ongoing dialogue helps us to
better understand the needs of our
partners and to develop and improve
ouroffering.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
48
Engaging with our stakeholders
How the Board fulfils
itssection 172 duties
Our Directors
The Board of Directors of Alfa has always
taken decisions for the long term, and
collectively and individually our aim is to
uphold the highest standards of conduct.
The needs of our stakeholders and the
consequences of any decision in the
longterm are taken into consideration
bythe Board when making decisions.
Thediffering interests of stakeholders
areconsidered in the business decisions
we make across Alfa, at all levels, and are
reinforced by the Board setting the right
tone from the top.
Considerations in Board decisions
In performing their duties during the year,
the Directors have had regard for the
matters set out in Section 172(1) of the
Companies Act 2006. Examples ofhow
the Directors have oversight of
stakeholder matters and had regard for
these matters when making decisions is
included throughout the Strategic report
and Corporate Governance sections of
this Report.
Establishing our culture, values
andstrategy
The Board is responsible for the long-term
success of the Company, through setting,
overseeing and driving the Company’s
culture, values and strategy. By discharging
the above responsibilities effectively, all
our stakeholder groups areimpacted
positively, whether it be byproviding an
environment where ouremployees thrive,
or by requiring thehighest standards of
services and partnership to our customers
and suppliers, or by managing the business
effectively to generate returns to investors,
and the communities we arepart of.
Stakeholder
group
Consistently strong employee
engagementin2023
82%
overall engagement
83%
say excellent culture
Three dividends paid, returning
c. £20m
to shareholders
Dedicated customer
user focus groups
As part of our journey towards net-zero,
ourtargets were validated by the
ScienceBased Targets initiative (SBTi)
Launched the
Alfa Suppliers Code ofConduct
Information to the Board
The Board receives information on how
we engage with our stakeholders, which
they review regularly throughout the year,
to ensure that the long-term impact on
any of these groups is considered.
Monitoring
Where the Board does not engage directly
with our stakeholders, it is kept updated
so that Directors maintain an effective
understanding of what matters to our
stakeholders and can draw on these
perspectives in Board decision making
and strategy development.
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The following pages set out key stakeholder
categories, the forms of Board engagement
with those stakeholders, and the wider
business engagement and the impact of
such activities conducted during the year.
Gender pay gap and the
Women’s Community
During 2023, the People team
collaborated with Alfa’s Women’s
Community togather feedback
through focus groups, with input
fromfemale colleagues and allies
that make up the Communitys
membership. Potential actions for
reducing our gender paygap were
identified and explored, with open
discussion and great ideas were
tabled. The key relevant themes
andaction areas (such as career
development and recruitment),
have been built into a Gender
PayGap Action Plan, which was
presented tothe Board by our
ChiefPeople Officer in December
2023. The Women’s Community
iscontinuing work alongside
centralteams to take the agreed
actionsforward in 2024 and we
lookforward to seeing the positive
impact these initiatives will have.
Employees
Why we engage
Engagement with employees is paramount to maintaining the
strong culture at Alfa. Employee engagement is fundamental to
our success, employees who feel valued are more likely to
contribute innovative ideas and solutions. We continue to
cultivate a culture of innovation and empowerment and, we are
proud that our people are highly engaged and supportive of
each other and of the organisation’s aims.
How the Company engages
We maintain our commitment to diversity, equity and
inclusion, keeping this front of mind when making decisions.
We launched our diversity, equity and inclusion employee
survey, which sought feedback from colleagues on how we’re
doing and suggestions for areas to work on.
Internal communications are enhanced to consistently
alignwith Alfa’s strategy and core themes, providing
clarityand focus.
Regular global and regional Company meetings, conferences
and Town Hall meetings are held to bring employees up to
speed with the latest projects, strategy and performance.
Theobjectives and progress of our corporate objectives
werealso cascaded to the wider management team for
onward communication.
We conduct a quarterly employee engagement Pulse survey.
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 and CPO.
We have a flexible inclusive working structure that creates
opportunities for teams to come together to connect,
collaborate, and innovate. Striking the right balance makes
itpossible for the Group to achieve great outcomes for
colleagues, customers, and the community.
How the Board engages
The Board reviewed the Gender pay gap report and initiatives
identified by the action plan.
Members of the Board attended the EMEA Company
meeting,whichprovided interaction between the Board
withawide range of employees across functions, leading
toadeeper understanding of thedaily objectives, challenges
and opportunities.
The Board reviewed the results of the Pulse surveys during the
year, which allows for greater insight into colleague sentiment
across the Group and provides direct feedback on areas that
can be improved.
The Board attended an event whichhosted a number of new
hires and graduates.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
50
Engaging with our stakeholders
Stakeholder engagement
Investors
Why we engage
Engaging with investors, ensures that the interest of our
investors is aligned with the Companys strategic direction and
purpose. Engagement helps our investors to understand Alfa’s
strategy, which, underpins our future growth plans and how the
financial and operating performance of the business enhances
long-term shareholder value and sustain growth.
How the Company engages
An open dialogue was maintained with institutional investors,
updating investors on progress and keeping the Board
informed about investors views and priorities.
Shareholder engagement is the responsibility of the CEO
andCFO, they manage and foster Alfas relationships with
investors and analysts.
How the Board engages
The CEO and CFO hold regular meetings withexisting and
potential institutional investors and analysts to understand
their views and policies. These meetings cover a range
oftopics, including our long-term strategy, operational and
financial performance, and increasingly broader societal
issues. The Board receives regular updates to ensure it
considers the views ofshareholders.
Capital allocation: the share buy-back programme concluded
in June 2023, since the commencement of the share-buyback,
the Company has repurchased 4,646,312 shares. The
Company paid two special dividends and one final dividend,
returning approximately £20m to shareholders.
Held over 40 investor meetings plus Directors’ Remuneration
Policy consultation.
Consultation with investors to discuss the unsolicited bid
approaches. Individual meetings held with the Chairman,
SeniorIndependent Director and the Chair of the Independent
BidCommittee.
At each Board meeting, the Board receives an Investor
Relationsupdate.
The Company’s brokers regularly attend Board meetings,
andprovide reports to those meetings, in order to keep the
Board apprised of shareholder and wider market sentiment
regarding the Company.
At the Alfa AGM, all Board Directors are present, which
provides a keyopportunity for the Board to engage with
shareholders and for shareholders to vote on the resolutions
put to them.
Q1 2023
Preliminary results investorroadshows
AGM engagement
Q2 2023
Meetings with investors – potential offer
Investor office visit
Q3 2023
Interim results Investorroadshows
Meeting with SID and ARCchair
Meetings with Investors – potential offer
Q4 2023
Directors’ Remuneration Policyconsultation
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Corporate governance Financial statements Other information
51
Customers
Why we engage
We engage to understand our customers better so we can
provide a better product to them. This helps their business
improve, and also helps Alfa by allowing us to identify new
potential products and win new business. Our customers have
direct channels to engage with all levels of the organisation and
by actively listening to customer feedback and understanding
their needs, Alfa can tailor our products to better meet individual
customer requirements. We continue to build on our long-term
relationships with our customers, which enables Alfa to
anticipate and adapt to changing market demands effectively.
How the Company engages
Our Markets and Products team has worked with our client-
facing teams, and has led multiple user group sessions, along
with a multitude of liaison and product strategy alignment
sessions with our customers.
We demonstrated our commitment to delivering cutting-edge
solutions as we achieved a record seven new customer go-lives
across the globe.
Regular monitoring of customer focus groups helps Alfa to assess
customer sentiment and identify areas where we can refine the
customer experience.
Investment prioritisation focuses on aligning the agile
approachof ourAlfa Development Model and optimising
value,with committed resources for the top priority items
andalonger tail of lower priority initiatives which will be
delivered insmaller increments.
We continue to innovate and evolve, empowering our
customers todo more business and secure the edge over
theircompetition.
We released the first of the six pillars of Alfa Systems 6, which
delivers important changes in performance and function to help
address previous challenges and develop future opportunities.
How the Board engages
Regular updates from the CEO and COO are provided to the Board
on the operational priorities in place to deliver a high-quality
customer experience.
The Board hears regular updates on key customer measures
across theGroup and key themes from customer feedback.
Regular cyber security updates are provided to the Board and
this yearthe Boards understanding of Alfa’s work to reduce
cyber risks across the business was enhanced by an AI
presentation in August 2023.
An overview of Alfa Systems 6 was provided to the Board
during the year to help Board members understand how
thedevelopment of AlfaSystems were evolving to meet
customer needs.
Communities and environment
Why we engage
Making a meaningful contribution to the wider society enables
us to create stronger communities and generate positive
environmental and social impacts. Engagement with
organisations such as non-governmental organisations and
community groups helps us to address our impact on the
widersociety and support ways in which we can work together
to make a valuable, positive contribution.
How the company engages
Our Environmental Policy includes a commitment to continue
toengage and educate employees on possible actions to
combat climatechange.
Alfa demonstrates the pathway to achieve 2030 climate
commitments through a robust net-zero Transition Plan. Alfa’s
emission targets were validated by the Science Based Targets
initiative (SBTi) in 2023.
Our ESG Steering Group, made up of members from across
thebusiness globally and including our CFO and CPO, meets
monthly tofocus on goals to report and record progress, and to
support the direction of Alfa’s employee-led Communities. The
CEO has ultimate responsibility to the Board for all ESG matters.
Support has been given to carbon-offsetting projects and
investment has been made into external consultancy for
ESGmeasurement and guidance.
We continue to fundraise for charities and support causes close
to our colleagues’ hearts.
How the Board engages
The Board has oversight of the initiatives of the Alfa
Communities and the impact they have on the external factors.
The Board oversees the Company’s broader sustainability
reporting within the Annual Report and through the Audit
andRisk Committee.
Alfa was able to expand its TCFD disclosures after the progress
made instrengthening governance and the integration of
climate-related objectives in executive remuneration, leadership
performance, and risk management.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
52
Engaging with our stakeholders
Stakeholder engagement continued
Partners and suppliers
Why we engage
Engaging with our partners and suppliers is paramount for the
development of our business relationships. Increasing our use
ofpartners is a key element of our longer-term strategy for
increasing the number of implementations we can deliver and
providing us with a more flexible implementation resource. We
are working with partners to help cultivate operational agility
and engaging with suppliers to ensure that ethical and
environmental standards are upheld.
How the Company engages
We launched our Supplier Onboarding process and
Procurement Policy and Procedures. This ensures that the
suppliers we choose to work with share our values, in particular
those in relation to ESG, as well as meeting our compliance and
due diligence requirements.
We launched a supplier review to ensure we are supporting
carbon reduction projects across the world, with a level of
transparency on what the project is doing.
We have grown our partner ecosystem, agreeing engagement
terms with a notable global professional services organisation for
the combined marketing and delivery of the Alfa Systems platform.
We are focused on engaging with suppliers to understand our
emissions data.
How the Board engages
The Board supports the continuing development of our
partnertraining and learning programme, which aims to
deliveracomprehensive training schedule including Alfa
Systems training,ourdelivery methodology and simulation-
based implementation workshops.
The Board supports continued scaling of our existing
partnerships as well as extending our partner ecosystem
tostrengthen our coverage incore markets.
The Board has oversight of the road to net-zero, and is focused
on regulatory, supplier and consumer pressures which are
initiating changes to reporting, financial products and compliance.
Key Board decision in 2023 andhow
stakeholders wereconsidered
This statement describes a material example of how a
principal decision was taken by the Board during 2023.
Other key Board decisions are set out on page 87.
Unsolicited offers for the Company
Board discussion
Following the unsolicited approaches from EQT Fund Management
S.à r.l (EQT) and Thomas H. Lee Partners, L.P. (THL) regarding a
possible offer for the Company, the Board was required to
consider the impact on all stakeholders of its decision to
recommend, or not recommend, the transactions to shareholders.
The Board was mindful of its duty under Section 172 of the
Companies Act 2006 to promote the success of the Company for
the benefit of its members as a whole and had regard to all the
factors under Section 172 when reaching its decision, in particular
the likely consequences of any decision in the long term. See below
for further information on the specific factors considered.
Following the initial proposal from EQT, and the potential conflict of
interest of the Company’s controlling shareholder (whose directors
are Andrew Page, Executive Chairman, and Andrew Denton, CEO), the
Board approved the establishment of an Independent Bid Committee
(IBC), and its members would comprise exclusively the Company’s
independent Non-Executive Directors. The role of the IBC was to
principally decide whether or not to recommend the final terms of
any offer to the Company’s shareholders in accordance with the
requirements of the City Code on Takeovers and Mergers.
Stakeholder considerations and impacts
Stakeholder impacts were considered throughout the offer periods.
The interests of the Company’s employees were considered at
length, both in terms of the impact of negotiations with potential
bidders as well as the impact of any potential transaction once
completed. Updates were provided to employees on the situation
asand when permitted under the City Code on Takeovers and
Mergers. The proposals were considered in relation to the potential
effects of the employees, including stability and long-term cultural
fit of the Company. The Directors considered the impact on
business relationships, in particular existing and late-stage pipeline
customers. The Executive Directors communicated with the
majority of customers to update them on the situation and reassure
them that the Company would continue operating as usual.
The IBC thoroughly evaluated the offers, ensuring its commitment
to treating all shareholders equally and maintaining the principles
ofequity and impartiality. The Senior Independent Director and
Chair of the IBC, served as a point of contact for shareholders and
provided oversight to ensure that governance practices remained
robust and transparent. The Chair of the IBC facilitated
communication between the IBC and the Board and ensured that
Shareholder interests were protected and decisions regarding
potential offers were made with their best interests in mind.
Stakeholder
Outcome
EQT announced that it did not intend to make afirm offer to the
shareholders of Alfa. Alfaconfirmed that it had terminated
discussions with THL.
53
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At Alfa, the pursuit of success goes beyond financial achievements. Our commitment
tosustainability, responsible business practices, and solid corporate governance lies at
thecore of our operations. The Alfa culture underpins all that we do in the ESG space.
Weare pleased to present this dedicated section in our Annual Report, outlining our
Environmental, Social and Governance (ESG) performance and initiatives.
We aim to have a small company feel, but
make a big impact, wherever we work.
Our Employee Resource Groups (which
we call ‘Communities), bring energy and
passion to a host of causes.
This year we have made great strides in
our journey to net-zero and we’ve taken
leaps towards making our product more
sustainable than ever before.
Our ESG initiatives align with our five
chosen United Nations Sustainable
Development Goals.
Alfa’s ESG Steering Group, comprising
colleagues from across the business
globally and including our Chief Financial
Officer and Chief People Officer, meets
each month to focus on terms of
reference, report and record progress,
and to support the overall direction of
ESG at Alfa.
Materiality
In addition to our chosen UN SDGs, our
ESG Steering Group also continues to
focus on the key areas identified by
SASBas materially impacting the software
industry: Energy Management, Customer
Privacy, Data Security, Employee
Engagement, Diversity & Inclusion,
Competitive Behaviour and Systemic
RiskManagement.
We invite you to explore this section of
our annual report, from People to Planet
to Product, and join us on our path
towards a more sustainable and
responsible future.
People
We’re growing – and not just in
headcount. We are offering more
development opportunities than ever
before, and are focused on keeping
our special culture alive.
Find out more on page 58
Planet
2023 marked a pivotal moment for
Alfa in our journey towards net-zero,
as our targets were validated by the
Science Based Targets initiative (SBTi).
Find out more on page 66
Product
Weve launched new functionality
within Alfa Systems, offering
customers the ability to track and
report on their portfolios’ Scope 3
greenhouse gas (GHG) emissions.
Find out more on page 68
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
54
Environmental, Social and Governance
United Nations’ Sustainable Development Goals
Goals
Goal 5:
Gender Equality.
Achieve gender
equality and empower
all women and girls.
Read more about how we are tackling the
gender pay gap and initiatives that will help
us attract female talent on pages 62-63.
Goal 8:
Decent Work and
Economic Growth.
Promote sustained,
inclusive and
sustainable economic
growth, full and
productive
employment and
decent work for all.
Diversity, Equity & Inclusion remains high
on our list of priorities, with partnerships
and projects to support making Alfa a great
place to work. We attract, develop and
retain the best in the business and
celebrate diversity of thinking. Find out
more on pages 58-61.
Goal 10:
Reduced Inequalities
Reduce inequality
within and among
countries.
We’re global in our thinking and streamline
our policies around the world wherever
possible. Alfa is proud to partner with
several organisations that help us build
relationships with those from any and all
backgrounds.
Goal 12:
Responsible
Consumption and
Production
Ensure sustainable
consumption and
production patterns.
Sustainability has always been a passion
forAlfa and our people. From charity
donations to new software functionality,
read more about our practices on
pages64-69.
Goal 13:
Climate Action
Take urgent action to
combat climate change
and its impacts.
This year we’ve made significant progress
and commitments to taking climate action.
Find out more on pages 64-69.
Aspirations for 2024…
Next year we expect to
publishour first standalone
sustainability progress report.
We are exploring signing
uptothe United Nations
GlobalCompact.
We will increase our focus on
green and sustainable software
engineering.
We will continue to explore
partnerships with organisations
that will support diversity in our
recruitment opportunities.
We will create a detailed ESG
strategy based on a chosen
ESGframework, and begin to
executeit.
Supplier Engagement will also
beakey focus, partnering with
customers to refine our
emissionsdata.
Diversity, Equity and Inclusion
will remain a pillar in our plans,
with projects ongoing to improve
gender representation and
ethnicity pay gap reporting.
55
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02 04
01 03
05
06
January
Come Dine With… Lunch
for Chinese New Year
March
US Company Meeting
APAC Company Meeting
EMEA Company Meeting–
featuring Change Please, The Food
Foundation & ESG panel
International Women’s Day
Pulse employee engagement
survey for Q1
Black Girls in Tech Fest
Social Talk: All Things Ramadan
May
US Innovation Day
Mental Health Awareness Week
Cinco de Mayo Social
Women’s Community Mentoring
kick-off
US Town Hall
Black Inclusion Week events
Codebar workshop
February
Vegan Bake Sale
Innovation Days
Black History Month in US
April
Cambridge University Brown Girls
Link Up Insight Day
Leasing Foundation Ramadan Post
Come Dine With… Lunch to
celebrate Eid
Easter treats in offices
MS Society and Multiple Sclerosis
Social Talk
June
Diversity, Equity & Inclusion
Survey launch
Pimm’s My Pride
Leasing Foundation & Alfa–The
Rise of Transphobia
EMEA Hackathon
Social Talk: Clean Air Day, Singing
for Breathing
Social Talk: World RefugeeDay
JuneteenthCultural Day
Bike servicing
US Conference
Pulse Q2
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
56
Environmental, Social and Governance continued
09 11
08 10 12
07
Aug
EMEA Innovation Day
Love Parks Plogging
2023 Commuting Survey
Social Talk: Pollinators Garden
US Graduates End of Training
Celebration
US Town Hall
July
Come Dine With… & Podcast for
South Asian Heritage Month
SBTi submission validated
Attack Hunger Detroit food and
product donation drive
US Leadership Social
Quarterly Town Hall
AsiaPac Matariki Cultural Lunch
Alfa Work Experience
Sept
ESEA Heritage Month & Mooncakes
Cambridge University Brown Girls
Link Up InsightDay
Happiness at Work HappyWalls
Codebar workshop
Pulse Q3
US Hackathon
AsiaPac Conference & Hackathon
Byron Bay Plogging
Sydney Marathon
In Conversation With… Alfa’s CEO
& CFO
Detroit Zoo Volunteering Event
Royal Oak 1 Year Anniversary
cupcakes andtea
US Women’s Community Social
US Cupcakes and Tea Tasting
Leasing Foundation Race &
Ethnicity in the Workplace seminar
Nov
Cough up for your coffee week
Thanksgiving
Diwali
EMEA & US Innovation Days
Vegan Bake Off
Codebar workshop
Come Dine With… World
VeganDay
Movember/Men’s Health
US Adopt a Family
Ways of working survey
Oct
EMEA Company Conference
Melbourne Charity Marathon
Auckland Charity Marathon
In Conversation With… Inspiring
Women Panel
Mental Health Awareness Day –
new Podcast on addiction
Inclusion Week
Denim Drive
Black History Month UK
Hispanic Heritage Month and
Come Dine With… Mexico
Menopause Awareness Month
Detroit 5k fundraiser event US
Inspiring Women Panel
Matchable – new volunteering
platform launch
Dec
Holiday treats – advent calendars
December Company Meetings
Pulse Q4
AsiaPac December Meeting–Lego
Charity activity
US Teamwill Welcome Social
Social Talk: Mental Health &
work-life balance during
theholidays
57
Strategic report
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This year has seen the delivery of
significant Learning & Development
projects, including the enhancement of
training tools and opportunities through
new libraries of content–featuring
hundreds of self-serve learning courses–
and easy-to-access programmes.
Wemade graduate programme
improvements and end-of-placement
process changes, as well as embedding
our leadership development offering.
Wetransferred all our historic training
records to the new Learning Management
System to give everyone a single view of
their development journey.
Our Leadership Development
programmes are enabling colleagues to
further develop and hone the key skills,
traits and characteristics needed to
leadothers effectively, helping us grow
aculture where individuals and
teamssucceed.
Our focus on career progression centred
on launching a new hub of content for
ourcolleagues’ entire Talent Journey,
andclear explanation of how to own
theircareer, as well as how to have
greatdevelopment conversations.
Goals
We welcomed
52
new colleagues throughout
the year and ended 2023
with a total global
headcount of
475
Retention for 2023 was
97%
At Alfa, our people are at the heart of
everything we do. We understand that
attracting and retaining top talent is
about creating an environment where
individuals thrive, grow and feel
valued. Our commitment to looking
after our people is not just a
statement; it’s a fundamental part
ofour culture. We believe that a
supportive and inclusive workplace is
crucial for recruitment, retention and,
ultimately, our collective success.
From day one, we prioritise the
wellbeingof our employees. We offer
comprehensive training and development
programmes that enable continuous
learning and career advancement.
Webelieve in empowering our teams
toreachtheir full potential by providing
opportunities for growth and mentorship.
Alfa was one of the sponsors for
the STEMPossible event in 2023,
held at the Michigan Science
Center. This was put together by
United Way for Southeastern
Michigan and Tech United, and
included 650 students (4th and
5th grade) and 200 volunteers
(including Alfa colleagues),
allowing these students to
explore science, technology,
engineering and mathematics in
a fun and engaging way, as well
as learning about possible
careers in thesefields.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
58
Environmental, Social and Governance continued
People
Mental Health & Wellbeing
Wellbeing will always be an important
focus for Alfa. We regularly review our
benefits offerings and the work-life
balance of our teams, offering up a host
of resources and tools to support
wellbeing for everyone.
Alfa offers enhanced paid carer leave
allowance, access to physical, mental and
financial advice and assistance via our
Employee Benefits platform, and working
from home contributions. We have
extended offerings from Gympass and
Peppy Health (in the UK) – providing
support for menopause, fertility and new
parents. We’re also proud to offer the
Peppy Men service for all facets of
men’shealth.
We have grown our network of trained
Mental Health First Aiders around the
world in 2023 – a safe and judgment-free
first port of call for colleagues in need.
Our community of Mental Health Allies
also publish a quarterly themed blog to
share advice and resources to support an
array of mental health considerations.
We tackle difficult subjects through social
talks, blog posts and podcast episodes,
and we are extremely proud that
colleagues feel able to share their
personal stories and experiences with
each other at Alfa.
Our 2023 ‘Happy Wall’ project saw
colleagues sharing gratitude for things
that make them smile, professionally and
personally, and sent a wave a positivity
through all Alfa regions.
Diversity, Equity & Inclusion
Embracing diversity fosters innovation
and creativity within our teams, driving
ustowards greater success.
In 2023 we launched our first-ever
Diversity, Equity and Inclusion employee
survey, seeking feedback from colleagues
on how we’re doing and seeking
suggestions for areas to work on. Some
great ideas were submitted and in 2024
we will enhance our DE&I plans to
incorporate some of the themes raised,
including a focus on raising awareness of
parents within our network and some of
the challenges they might face, as well as
looking at voluntary diversity pay gap
reporting and many more initiatives.
We recognise and celebrate differences,
with the continuation of our flexible
Cultural Day scheme – for colleagues to
swap in and out of some public holidays
that might match their beliefs or personal
situations better.
We take pride in our efforts to create a
workplace that attracts talent, and retains
dedicated individuals who contribute to
our shared goals. Our focus on looking
after our people isnt just an initiative;
it’sa continuous journey of improvement
andsupport.
We attended numerous recruitment
events throughout the year in the UK and
US, as well as hosting several Insight Days
which gave potential applicants
theopportunity to experience Alfa prior
to applying for a role. These events
contributed to over 800 individuals
applying to our next graduate
programmes.
We have continued our employer brand
activities with employee story campaigns
celebrating our people, and have shared
life at Alfa on our social channels
throughout the year, giving insight into
our workplace and what we offer.
Alfa is involved with the Equipment
Leasing & Finance Association
(ELFA)’s Equity Committee in the US,
which is committed to a continued
focus on equity; is about developing
a culture where everyone can feel
valued, engaged and respected for
what they do; and all are given the
opportunity to achieve their career
goals. By providing a platform to
share experiences, we can learn
from each other and make a real
impact in removing barriers that
limit the professional development
of underrepresented minorities.
Being an active member of the
committee is one of the ways Alfa
aims to help move our industry
forwards, supporting and
developing the diverse range of
talent within our own organisation
and in our network.
The Company, supported by the
Board, is passionate about
providing an inclusive workplace
that promotes and values
diversity, which is described in
greater detail on pages 62-63.
However, the Company recognises
that the composition of the Board
is not aligned with the
recommendations which aim to
improve diversity on Boards. The
Nomination Committee agrees
strongly with the principle of
increasing diversity on Boards and
will consider the importance of
diversity, for both gender and
ethnicity, when recommending
new board appointments as they
arise. Our external and internal
board evaluations continue to
show that the current board is
effective and contains the right
blend of experience and skills to
deliver the Company’s objectives.
59
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In 2024 we will continue to execute our
plans to improve diversity, inclusion
andbelonging across the organisation.
Globalconnections will be improved with
joined-up messages and changes to our
intranet – giving regional views as well as
global news updates for everyone. We’ll
continue to partner with organisations
that can help us access talent and boost
our diversity, and we look forward to
developing a new partnership with Niyo.
We will kick off a new ‘Alfa Alumni
programme to maintain relationships and
strengthen our employer brand. This will
maintain connections with the extended
Alfa network, as well as support us in
finding valuable referrals.
This year we hosted four Insight Days at
our office in London, organised by HR
andthe ‘Alfa for Racial Equity Community’.
The aim of these events is to attract and
encourage top graduates to apply to Alfa’s
graduate scheme in September, but also
to give the students skills and knowledge
they can add to their CVs while also
helping us to increase the diversity of
applicants. To do this, we include
workshops focusing on two key areas
ofAlfa – Engineering and Consulting
– which are run by colleagues working
inthese career paths. We also include
anetworking lunch to give the
attendeesachance to meet people at
Alfa, and an applications session to go
through CVs, cover letters and Alfa’s
application process.
The Insight Days we ran were:
Cambridge Brown Girls Link Up – April
CBGLU is a Cambridge University
society whose purpose is to promote
unity and empowerment among
women and non-binary people of South
Asian descent. We hosted an Insight
Day for 15 members of this society.
Female-only Insight Day – 20 female
ornon-binary students attended
inSeptember.
UpReach Insight Day – 20 students from
lower socio-economic backgrounds
attended in October.
NIYO insight day – November – NIYO
isan organisation focused on the
economic empowerment of black
women. We invited 10 people who
workwith this organisation to attend
this Insight day.
We marked Engineering Day in
November, raising public visibility of
how engineers make a difference in
the world, and celebrating how they
shape the future.
At Alfa we have plenty of engineers
to be very proud of, and we took the
chance to share some employee
stories on our social channels.
Colleagues also visited their children’s
schools to talk engineering and take
part in careers conversations.
Award winning! We were
delighted to berecognised with
the following awardsin 2023:
2023 Diversity Focused
Company through Corp!
Magazine’s 16th annual
Saluteto Diversity’ Awards
Winner in the Social category
at the Asset Finance Connect
Summer Awards
Newsweek’s Most Loved
Workplace
Monitor’s Most Innovative
Companies
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
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Environmental, Social and Governance
People continued
Culture
Our culture remains one of the things we
are most proud of at Alfa. This year we
have fostered global connections, worked
on communicating and knowledge-
sharing wherever we can, and enjoyed
learning and networking at a host of social
talks and events.
Our regular Town Hall updates and
Company Meetings keep colleagues
informed on all the news from around the
business. Each region gathered for their
annual two-day Company Conferences–in
Charlotte, North Carolina for the US; in
Byron Bay for Australia and New Zealand;
and for EMEA in Brighton. These events
always incorporate valuable time with
colleagues, a chance to try something
new, and networking opportunities to
keep us all connected.
The US have held hugely successful ‘office
weeks’ to encourage people to gather and
work together during the days that
surround in-person events. Of course, at
Alfa, these involve treats and social time
too. We will explore doing the same in the
UK in 2024.
As Smart Working has now become
thenorm at Alfa, we are conscious of
maintaining connections and ensuring
everyone has what they need to work
effectively and efficiently. We launched a
Ways of Working survey towards the end
of 2023, which will inform plans for the
provision of support and tools that might
be required, to make the most out of our
hybrid working environment at Alfa.
We continue to encourage open and
honest communication at Alfa, this year
updating our various feedback routes to
include a new anonymous and secure
Employee Support Platform, for those
that might need urgent support and don’t
feel able to use other channels.
Our quarterly employee engagement
survey, Pulse, is an important tool for
identifying areas for improvement and
celebrating our achievements. Over the
year we saw our engagement score
climbfrom 78% in Q1 to 82% in Q4 2023.
Each survey round featured an average
return of over 100 positive shout-outs
forcolleagues doing great things and
answers to the question ‘What is Alfa doing
well?’. A Pulse Review Group, made up of
members drawn from across Alfa, meets
to discuss themes and patterns that may
present themselves, as well as respond to
comments and take actions forward.
We introduced the concept of ‘Flow’ to the
business in 2023. Flow looks at ways, in all
areas, to support the fast and efficient
movement of high-quality work through
our organisation.
In 2024 we will embed this theme in all
areas of Alfa, helping our global teams
tocollaborate and work more effectively
wherever possible.
The Alfa Podcast library launched in
2022. We have enjoyed recording
and sharing new episodes of our
internal podcast throughout 2023.
An introduction to The Alfa for
Racial Equity Community
Colleague stories for South Asian
Heritage Month
Mental Health Allies: Addiction
&Recovery
LGBTQ+ and Parenting
What does Pride month
meantoyou?
Innovation at Alfa and our
Hackathonheroes
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Our gender pay and bonus gap data is
influenced by the composition of our
workforce, as a result of being a
technology organisation, as well as
changes to our employee population
which is impacted by new joiners,
leavers,organisational change and global
secondment opportunities. As a result, we
have seen year-on-year fluctuations in our
pay gap figures.
We have more men than women at all
levels of the company, which is reflective
of the overall challenge faced by the wider
industry where typically fewer women are
drawn to technology and STEM related
disciplines. We recognise that there is a
Gender Equality
Goal
The gender pay gap
analysis provided here is
based on data reported in
April each year. This data
isup to and including
5 April 2023.
The gender pay gap (GPG) is the measure
of the difference in average pay between
all men and women across an
organisation, regardless of their role,
level, length of service or location and any
other differentiating factors. The GPG is
reported as a mean average and median
average (midpoint) figure. The GPG is
different to the concept of equal pay
which requires that women and men are
paid the same for doing the same job and
it is unlawful to pay people unequally on
the basis of whether they are a man or
awoman.
Gender Pay Gap %
This displays the median and mean (average) pay gap over the years
2019 2020 2021 2022 2023
Median Pay Gap 23.5% 14.7% 15.3% 26.0% 17.3%
Mean Pay Gap 21.1% 15.3% 15.1% 17.8% 14.9%
Gender Split in pay quartiles
This displays the % proportion of men and women in each pay quartile
2023 2022
Female Male Female Male
1st Quartile (Lowest) 44.0% 56.0% 47.0% 53.0%
2nd Quartile 38.0% 62.0% 32.0% 68.0%
3rd Quartile 19.0% 81.0% 19.0% 81.0%
4th Quartile (Highest) 25.0% 75.0% 19.0% 81.0%
Total 31.0% 69.0% 30.0% 70.0%
Bonus Gap %
This displays the median and mean (average) bonus gap
Median Bonus Gap Mean Bonus Gap
Bonus Gap 2023 2022 2023 2022
Alfa 45.9% 31.0% 36.0% 38.1%
Bonus received
This displays the % proportion of men and women who received a bonus in 2023
2023 2022
Female Male Female Male
Alfa 72.0% 77.0% 73.0% 80.0%
higher proportion of women in business
and support function roles in comparison
to technology roles, a reflection of the
ongoing challenge faced by the
technology and STEM industry in general.
We have observed both a decrease in the
mean gap from 17.8% in 2022 to 14.9% in
2023, and a decrease in the median gap
from 26.0% in 2022 to 17.3% in 2023,
suggesting that things are moving in the
right direction.
The proportion of women at different
levels throughout the company is a
contributing factor to the gaps we are
observing. There are fewer women in
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
62
Environmental, Social and Governance
People continued
senior leadership roles with associated
higher levels of pay compared to men –
21% of our most senior leadership
positions were held by women in 2023.
Our female talent pipeline continues to
improve. In 2023, 42% of our new joiners
were women and in the UK alone, 44% of
our new joiners this year were women.
Another major factor impacting the
gender pay gap figures relates to data
excluded for the analysis. UK employees
on parental leave, sabbaticals and
overseas secondments, and employees
who left/joined part-way through the
snapshot month (ie April 2023) were not
included in the pay and bonus gap data
and should be acknowledged as
contributing factors to the results.
So what are we doing about the
GPG at Alfa?
Work experience programmes – including
our own Alfa Work Experience (AWE)
programme, which involves inviting
students from less privileged
backgrounds and minority communities
into the office for a 3-day long work
experience. We continued our annual
Women in Tech insight day and ran our
first female-only insight day with NIYO
bootcamps. We are pro-actively working
with partners like upReach and the
Women’s Association to widen our reach
to people from minority communities.
Recruitment – we continue to sponsor
female graduate recruitment events like
Bright Network’s Women in Tech day and
the STEM women “Women in Tec” event.
Women’s Community and Initiatives – we
support existing women, providing female
role models internally and within the
wider community, as well as raising the
profile of key topics for consideration.
Women’s Association Partnership –
empowering women to overcome
preconceived ideas of what women are
able to achieve. We’re involved in
mentoring and provided an executive
work insight initiative and work
experience programme for mentees.
Flexible Working – we offer paid carer
leave, something we enhanced in
response to COVID-19, and retained, to
give parents andprimary carers time to
homeschool their children and care for
their family members. We have also
continued to offer sabbatical leave as a
way to retain our female talent beyond
their enhanced maternity leave period.
Wellbeing and support – we have
continued our partnership with Peppy
Health, who provide specialist support
towomen in the areas of pregnancy,
parenting and menopause. We introduced
this programme to help support women
before and after they have returned
fromleave.
International WomensDay
For International Women’s Day
2023, we celebrated in several ways.
We partnered with The Women’s
Association, with 11 Alfa colleagues
featured in their ‘For the Woman’
campaign which included
interviews, billboard advertising in
Leicester Square, London, and a
significant press campaign.
Alfa’s Women’s Community laid on
asocial talk and afternoon teas in
all offices.
We also shared a series of employee
stories, giving insight into life at Alfa
for some of our female talent,
across all social media platforms.
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Giving Back & Volunteering
Goals
We proudly support
charities and causes
that align with all
our chosen UN SDGs
We have partner charities in each of our
regions, voted for by colleagues: in EMEA,
The Food Foundation; in the US, a mental
health charity; in Australia, Beyond Zero
Emissions; and in New Zealand, KidsCan.
We raised a combined total of
£54,000
for various charities around the world in
2023. This is up from just over £40,000
in2022.
We donated £18,267 for the Food
Foundation, £3,548 for our US named
charity, £1,526 for Beyond Zero Emissions
and £759 for KidsCan.
Outside fundraising drives, Alfa also
donates £7.50 (or local equivalent) for
every employee engagement survey
returned during the year.
Whilst we have main charity partners in
each of our Alfa regions, it’s important
tonote that our colleagues raise money
and awareness for dozens of additional
charities too. Alfa often matches
donations and as a community we are
supportive of everyone’s personal
affiliations to many other good causes.
£29,986 was donated to a host or
organisations outside our four main
charity partners.
Weve continued our partnership with
Change Please, a charity that trains
hundreds of previously homeless and
unemployed individuals to become
baristas, with over 85% going on to find
ongoing employment, and that has
provided thousands of nights of
accommodation through fundraising.
100% of Change Please profits fight
homelessness. We are delighted that we
continue to offer work experience to
Change Please baristas in our London
office cafe.
When Alfa colleagues become new
parents we send baby clothing gifts using
From Babies with Love, an organisation
that channels 100% of profits to support
orphaned and abandoned children
around the world.
At Alfa everyone gets threedays each year
tousefor volunteering. Some of the
volunteering and charity work we’re most
proud of in 2023 includes:
Alfa’s Finance Team spent a day
volunteering with London based charity
The Children’s Book Project. They
sortedbooks, created bundles of books,
compiled orders, made bunting, and
helped get deliveries out.
The Children’s Book Project seeks to
tackle book poverty and to give every
child the opportunity to own their own
book. They believe in empowering
children to choose a book they are
motivated to read and in the power of
reading communities.
In 2023 we, once again, took part in the
Adopt a Family initiative in the US.
Colleagues contributed to gift lists for
deserving families and also spent time
wrapping and delivering presents for
recipients. Alfa increased the scope of this
programme from previous years and was
pleased to support four families in 2023.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
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Environmental, Social and Governance
People continued
This year we have introduced Matchable,
a global volunteering platform that
matches colleagues with an enormous
range of opportunities, depending on
preferences.
Matchable presents an array of tasks
thatmatch with colleagues’ skills and
interests or passions, identifies a suitable
location to volunteer from (with many
opportunities from home), and can offer
short or long-term volunteering. All the
volunteering opportunities align with our
chosen UN SDGs.
We used our unspent Apprentice Levy
funding for 2023 to support Making
Space, a charity that provides adult health
and social care services. We provided
funding of £32,000 for their employees
tocomplete adult care qualifications.
Alfa Activity Challenge
and Alfa Resolve
Alfa has always had physically and
creatively active employees. We
wanted to combine our passion for
sport and activity with raising funds
for our charities – and that’s where
Alfa Activity Challenge and Alfa
Resolve were born.
Alfa supports this by pledging
charity donations for each
employee’s participation in an
initiative that runs in January and
September each year. For every
mile we run, or bike, or hike, or
swim, and for each hour we work
out, or do crossfit, or any time
based activity, Alfa donates an
amount. The initiative even rewards
each repetition when weight-lifting,
with the final repetition earning
more, because that should always
be the hardest one!
We are equally focussed on mental
health at Alfa, so the initiative also
rewards yoga, meditation, or any
activity based on time spent that
anemployee feels benefits their
mental wellbeing. Our Gympass
membership provides some great
options for meditation along
withthe obvious physical fitness
related benefits.
Our Parents’ Community also got
involved, encouraging colleagues to
participate with their families. Asa
reward for being active as afamily,
children taking part multiply the
funds raised at the same rates as
anAlfa employee. Family dogs
dontearn extra donations for
participation, but we know a
walkmakes everyone in the
household happy.
Since we started the scheme:
Weve raised £10,000 for our
partner charities.
Weve covered 15,000 miles under
our own steam, more than the
distance between our offices
London and Sydney, and between
London and Detroit combined.
In just one month our ‘Alfaletes
lifted over 200,000 kilograms in
the gym.
In September 2023 we logged 40
hours helping at the zoo, 70 hours
working in our own gardens, and
even had an Ironman logged.
It’s exciting and rewarding learning
what our team mates get up to, and
we use the initiative to share and
learn a little more about each
othertoo.
A final element is ‘Alfa Resolve’.
Thissees a smaller group of people
come together as accountability
buddies. They collectively commit to
goals each week, share them, and
support each other as they work
towards them.
There’s no defined criteria;
it’sasimple support community,
which has been popular with
thoseinvolved.
These are really rewarding
initiatives for our team mates,
which also benefit our charities
asmuch as the activity
benefitsourselves.
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Alfas Environmental Policy
Our Environmental Policy includes a
commitment to continue to engage
andeducate employees and other
stakeholders on the importance of
sustainability, and encourage
sustainableactivities.
Carbon Emissions
In line with our chosen United Nations
Sustainable Development Goals, as an
organisation we want to ensure
sustainable consumption wherever
possible, and take action to combat
climate change. It’s important to us as
acompany, as individuals, and to our
customers, that we do as much as we
canto reduce emissions.
In 2023, Alfa’s emission targets were
validated by theScience Based Targets
initiative (SBTi).
To comply with the requirements for our
SBTi submission via the SME route, and
ensure that this is aligned with restricting
an increase in global temperatures to
1.C, Alfa has committed to:
1. Reducing Scope 1 and Scope 2
emissions by 42% by 2030 compared
with 2022; and
2. Measuring and reducing Scope 3
emissions.
The above are the minimum requirements
for the SBTi validation. However, we intend
to progress even further by committing to
a long-term net-zero target. Considering
both the near and long term, Alfa will:
1. Reduce all Scope 1, 2 and 3 emissions
by 90% by 2050 compared with 2022;
and
2. Neutralise any remaining unabated
emissions with carbon credits.
We will continue to work with EcoAct on
initiatives to reduce our emissions and
help us to achieve those targets,
particularly engaging with our
SupplyChain.
Alfa has already taken action that will
reduce our emissions, including:
Replacing our Company Car Scheme
with a Salary Sacrifice Car Scheme in the
UK, with reduced-emissions vehicles
Initiated a new Supplier Onboarding
Process, which involves assessing
suppliers on a number of criteria,
including ESG factors
Being more conscious of the impact of
our business travel, doing this only
when necessary and considering
locations for Company Conferences
Looking at removing use of paper towels
in toilets and switching to hand dryers to
reduce environmental impact (in the UK,
and exploring for other offices)
Environmental Impact teams and other
colleagues around the world support us
all by introducing and suggesting other
initiatives, such as refill stations, the
Cycle to Work Scheme, bicycle servicing,
improvements to office recycling and
refill offerings, and lunch box schemes
Our Environmental Policy helps us to
carryout our business in a manner that
minimises our impact on the environment.
The Chair of the ESG Steering Group,
Grahame Williams, oversees all initiatives
which derive from this policy as they are
put into action.
The Environmental Impact Team, a group
ofvolunteers from all levels of the company,
is responsible for a host of activities that
support our environmental goals.
Goals
We consider the planet and
the way we use resources in
everything we do.
We want to make a big
company impact, but
keepour valued small
company feel.
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Environmental, Social and Governance continued
Planet
There is much more to come from our
Environmental Impact teams globally.
Although some of the activities listed
above might seem small, when they are
combined together we can make a really
positive impact.
Carbon emissions: Ecologi
andEcoAct
Since 2021 we have been working with
Ecologi to support credible, impactful
carbon offsetting projects. Initially we
worked with broad estimates but, in
partnership with EcoAct, and with the
introduction of our twice-yearly colleague
commuting survey, we have been able
torefine our measurements and
improveaccuracy.
In late 2023 we kicked off a supplier
review for our carbon-offsetting partner,
to ensure we are:
Supporting carbon reduction projects
across the world, with a level of
transparency on what the project
isdoing;
Ensuring the CO
2
-reducing projects that
we support are verified by a legitimate
standards agency; and
Not relying on tree planting (young
trees are not sequestering enough
carbon for offsetting).
Refill station
We are delighted that our refill station for
colleagues to re-stock household cleaning
products remains popular and is
expanding its offering.
Equipment recycling
anddonations
We’re proud to continue our partnership
with KOcycle, which was founded on the
principles of the highest levels of data
security, along with a committed focus
onsustainability and always having a
positive impact on the environment
andcommunities.
Across 2023 a total of 3,679 items were
collected from Alfa by KOcycle. These
included laptops, desktop PCs, phones,
monitors and cables.
199 of these items were reused. 3,480 of
the items were recycled.
500 trees were also planted on our behalf
and the result of our total donations was an
estimated 373,585KG CO
2
e offset/saving.
In addition to the donations weve made
via KOcycle, weve also given refurbished
laptops to Change Please (with whom we
partner, offering work experience to their
trainee baristas), and dozens of further
laptops to other charities and schools.
Energy Efficiency Statement
We are committed to responsible carbon
management and will practise energy
efficiency throughout our organisation,
wherever it is cost effective. We recognise
that climate change is one of the most
serious environmental challenges currently
threatening the global community and
weunderstand we have a role to play
inreducing greenhouse gas emissions.
We have implemented the following
initiatives for the purpose of increasing
the business’s energy efficiency in the
relevant financial year:
Maintained energy suppliers for the UK
office, ensuring continued renewable
electricity provision.
New company car scheme with a green
focus properly rolled out in 2023,
ensuring the increased use of electric
and hybrid vehicles.
Alfa has been rated by ESG rating agencies
including ISS and CDP (formerly the
Carbon Disclosure Project).
Charity Partnership with
TheFood Foundation
I was delighted when Alfa
(EMEA) voted to partner with
the Food Foundation thispast
year. Nominated by our
Environmental Impact Team,
weshare theFood Foundations
commitment to sustainability
with their incredible work
dedicated to mitigating
food poverty and promoting
sustainable diets.
We have been fundraising
throughout the year with our
standout effort being the Vegan
Bake Off competition promoting
sustainable plant-based diets
and raising awareness of
the environmental impact of
dietarychoices.
I am grateful to be part of
an organisation where the
Senior Leadership consistently
endorses our team’s
sustainability campaigns and
initiatives. A prime example
is the highly successful Refill
Station at our London office,
targeting the reduction of
single-use plastic waste, and
our bicycle servicing initiative,
promoting sustainable
transport. All our campaigns
align with one of our key goals:
mitigating Scope 3 emissions.
Mabel Ellerker, Software Engineer
and champion for Alfa Social
ImpactCommunity.
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Goals
The way we develop our
product keeps climate
inmind.
We challenge ourselves and
our suppliers to work in
ways that minimise any
negative impact on the
environment.
Responsible Development
At Alfa we maintain focus on the
sustainable aspects of our core software
product, and the processes we follow to
build it.
Harnessing a sustainable
process for our core software
At Alfa we remain committed to adopting
and applying the latest technology to
ensure that our own and our customers
energy consumption is kept to a
minimum. Our efforts in this area are in
line with the Responsible Production and
Consumption Sustainable Development
and Climate Action UN SDGs.
We are proud that we recycle or donate
asmuch of our old IT kit as we possibly
can, working with dedicated recycling
providers who are asfocused on
sustainability as we are. Seepage 67
formore on our work with KOcycle.
Sustainable practices within
our core software
Alfa Systems implementations are ‘cloud
first. An environmental benefit comes
from our use of AWS Cloud Computing for
our hosted service as AWS is committed
to powering operations with 100%
renewable energy by 2025.
Our cloud-native hosting service
providesgeographical flexibility and
rapiddeployment while removing the
responsibility of application support,
monitoring and availability from
ourcustomers.
Accessibility
Alfa is committed to ensuring Alfa
Systems is as accessible as possible and
has a dedicated UI/UX (User Interface/
User Experience) Design team who have
accessibility as part of their core remit.
This team carries out accessibility audits
of the Alfa Systems software, part of a
major internal investment initiative which
fundamentally improves the overall UI
and UX of Alfa Systems. A strand of this
work (codenamed Mercury) was informed
by the Web Content Accessibility
Guidelines (WCAG). For new Alfa Systems
components added to our Design System,
we consider accessibility up-front,
ensuring the correct ARIA attributes are
added and we perform screen reader
testing using the VoiceOver tool.
Data Security
Every customer’s Alfa Systems
environment is deployed in a Virtual
Private Cloud, completely isolated from
allother customers using Alfa’s hosting
services. Our Security-as-a-Service
provider monitors security event logs 24
hours a day, with high-severity incidents
reported to Alfa within 15 minutes.
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Environmental, Social and Governance continued
Product
Alfa is compliant with ISO27001, ISO27018
and the SOC2 controls for availability,
integrity and confidentiality. We can deploy
Alfa Systems in geographical proximity to
users while meeting data residency
regulations, ensuring that performance
and compliance requirements can be met
in the same solution.
The following are just some of the
techniques that we employ to ensure that
we remain ISO27001, ISO27018, SOC1 and
SOC2 compliant in security:
Encryption at rest and in transit
Cloud authentication
ofend-usercredentials
Continuous monitoring
forvulnerabilities
Routine penetration and disaster
recovery testing
Supply Chain
Alfa operates an ethical procurement policy
and our key procurement personnel are
trained in the relevant requirements and
regulations. InEMEA, we aim to ensure that
our contractor and subcontractor
community pay the London Living Wage to
those employees based in Greater London
and UK Living Wage to those employees
based outside Greater London.
In 2023 we launched our improved
supplier onboarding and approval
process, embedding more ESG factors
into supplier selection across Alfa. At the
end of the year, in the spirit of continuous
improvement, we reached out to the
organisation for feedback on
enhancements to this process.
Helping our clients to measure
their GHG emissions
Alfa leads the market in many ways,
andwe are incredibly passionate about
sustainability, so we’re delighted that from
Alfa Systems v5.7.15, launched in 2023, we
offer our customers new functionality to
track and report on their portfolios’ Scope
3 greenhouse gas (GHG) emissions.
The new feature began as an innovation
idea at one of our regular Hackathon
events and, after being funded as an
investment priority, has been designed
and built as a collaboration between
Markets & Products and Product
Engineering, with input from more than
20 clients in every market and region.
Scope 3 reporting made easy
The new Alfa Systems Scope 3 Reporting
functionality calculates emissions at the
asset level, based on actual or predicted
usage, and is available for reporting
orextraction from the Alfa Systems
reporting database.
Both direct (from internal combustion
engines) and indirect (from electrically
powered vehicles) emissions are
providedfor, including support for
plugin-hybrid EVs.
It’s aimed at CFOs, data reporting teams
and customer service representatives,
who can now track the emissions for
allfinanced vehicles in their portfolio.
Iftelematic data feeds are available,
thenthe actual usage can be updated
automatically using web services.
Alternatively, if actual usage data is
unavailable, then estimated usage can
bespecified instead, ensuring that the
most accurate picture possible of the
environmental impact of the portfolio
isgenerated, given the available data.
Scope 3 Reporting functionality applies
toall types of vehicle, including both
equipment and automotive portfolios.
Byincluding the feature in the existing
Asset Management module, to which
allclients already have access without
needing to pay additional licence or
maintenance fees, we are being as
supportive as we can to our clients as
theymake their journeys to net-zero.
Emissions Reporting
Methodology
As a quoted organisation, Alfa Financial
Software Holdings Plc is required to report
its energy use and carbon emissions in
accordance with the Companies (Directors
Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations
2018. The data detailed in the tables on page
73 represents emissions and energy use
for which Alfa Financial Software Holdings
Plc is responsible, including energy use on
its sites and fuel used in the company fleet.
We have used the main requirements of
the Greenhouse Gas Protocol Corporate
Standard to calculate our emissions, along
with the UK Government GHG Conversion
Factors for Company Reporting 2023. Part
ofour Scope 3 emissions inventory was also
calculated. This process included the use
ofUK Government GHG Conversion Factors
forCompany Reporting 2023, IEA Emission
Factors 2023 and CEDA Global Emission
Factors. Any estimates included in the totals
are derived from actual data extrapolated to
cover missing periods or from benchmarks.
69
Strategic report
Corporate governance Financial statements Other information
We set out below our climate-related financial disclosures that are based on the TCFD recommendations and recommended
disclosures, in line with the requirements of LR 9.8.6(8)R. Where we have not adopted TCFD recommendations in full, such as in
Strategy (c), we have explained the reasons. We have based our disclosures on the TCFD ‘Guidance for All Sectors’ and note that we
do not operate in an industry for which the additional supplemental guidance applies.
For our TCFD disclosures, ’materiality’ is considered to be the threshold at which ESG issues become sufficiently important to our
investors and other stakeholders that they should be disclosed. We believe that the audit materiality (as disclosed on page 136)
meets this criteria and it is therefore the materiality we have applied. We will continue to assess our approach to ensure we remain
relevant in what we measure and disclose.
Area Recommended disclosure Alfa disclosure
Governance a)  Describe the board’s
oversight of climate-
related risks and
opportunities.
The CEO has ultimate responsibility to the Board for all ESG matters.
Climate-related risks and opportunities were presented to the Audit and Risk Committee (made up of
Board members) twice in 2023 (in June and December). In these meetings, the Board reviewed and
discussed Management’s assessment of climate risks and opportunities, and was also updated on
related progress on climate-related matters such as Alfa’s signing up to the Science Based Targets
initiative (SBTi) – the details of which can be seen on page 66.
We believe that the impact of climate-related risks is not material and so whilst the Board has
received two briefings in the year on ESG matters, it has not spent significant time considering
climate-related risks and opportunities.
b)  Describe managements
role in assessing and
managing climate-related
risks and opportunities.
Climate-related risks and opportunities are embedded across our Operational Framework,
includingroles and responsibilities, key policies and processes. The CFO is responsible (at Company
Leadership Team level) for the Group’s Environmental Policy and climate change issues, and he is
supported by the ESG Steering Group and the Environmental Impact team.
In 2023, the CFO was closely involved in the climate-related risk assessment, the output of which was
then discussed and debated with the rest of the CLT before being updated in the risk register. He also
led the background work done behind Alfas emissions targets being validated by the SBTi, and going
forwards (from 2024 onwards), he will be responsible for overseeing the work being done by Alfa
towards meeting these commitments.
Our ESG Steering Group is made up of key individuals from different areas of the business globally,
and it works on the development and delivery of ESG strategy, key policies and material
commitments. Senior management, including the CFO and CPO, are part of this Group and brief the
CEO and the wider CLT on the status and progress of projects. The ESG Steering Group discussed
climate-related issues in nine meetings in 2023.
The Environmental Impact team, a group of volunteers from all levels of the Company, is responsible
for the execution of organised activities and the monitoring of standards established to ensure
adherence to our environmental goals. Initiatives recommended by this team (and subsequently
implemented at Alfa in 2023) can be seen on page 66 and included park clean-ups, bicycle servicing
and introduction of Terracycle bins in the London office.
Management is kept up to date on ESG matters in a number of ways – these are tailored by individual
and, in 2023, included attending climate workshops and courses for professional development
(suchas Wired Impact and Asset Finance Connect: Transition from dirty assets to green).
For our October 2023 UK Company Day, management invited a team of climate experts to give a
workshop on climate change to our EMEA-based employees.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
70
Task Force on Climate-related Financial Disclosures (TCFD)
Area Recommended disclosure Alfa disclosure
Strategy a)  Describe the climate-
related risks and
opportunities the
organisation has
identified over the short,
medium, and long term.
Management considered the risks outlined in Table A1.1 of the TCFD Implementation Guidance
aspart of carrying out this TCFD disclosure review. In addition, we also referred to the SASB
(Sustainability Accounting Standards Board) sector-specific materiality assessment guidance for
theSoftware and IT Services Industry which showed that, from an environment perspective, the
keyissue for our industry is Energy Management (which is in line with our current focus).
In general, we see little impact of climate-related risks and opportunities on our business. This is
reflective of our product, which is not significantly impacted by climate, and the fact that we already
actively seek to manage and mitigate climate-related risks.
Alfa’s public commitment of signing up to the SBTi target reduction programme increases the
reputation risk associated with not being able to reduce our emissions in line with our commitment
– however, management is working closely with external advisors on our emissions reduction
journey and is confident that Alfa will meet the targets set.
In the short term (2024-2026, which is consistent with our viability assessment period – see page 45)
another risk that remains is management not keeping up to date with the various climate-related
regulations – again, we continue to mitigate this risk by working closely with external advisors. For
example, we are working with them on the impact of the recent Energy Savings Opportunity Scheme
(Amendment) Regulations published in November 2023 on Alfa’s ESOS Phase 3 reporting.
In the medium (2026-2030) to longer (2030-2050) term, we see more positives for Alfa than
negatives. In 2023, we released a new functionality in our software that helps customers track and
report on their portfolios’ Scope 3 greenhouse gas (GHG) emissions – this new feature started out
asa Hackathon innovation idea (see page 69) and, after being selected as an investment priority
bymanagement, went live for our customers in November. A move towards new lower carbon
technologies is likely to result in increasing requirements for asset backed finance solutions
(astheyare generally more expensive), which will drive growth in our underlying markets.
Inaddition, increasing reporting requirements through the supply chain will require agile systems
that can respond to the new reporting requirements, which will increasingly demonstrate the greater
flexibility of Alfa Systems over competitor products.
b)  Describe the impact of
climate-related risks
andopportunities on
theorganisation’s
businesses, strategy,
andfinancial planning.
Most of our operations are in the UK and USA, and therefore these geographies will have the most
impact on our climate-related risks and opportunities. We are acutely aware of our responsibility to
contribute towards the global efforts to mitigate against climate change and are therefore actively
looking to reduce our carbon footprint, including reducing travel to client sites, using renewable
energy options in many of our offices, and considering travel distances and modes of transport for
the location of conferences.
During 2023, we incurred expenditure related to reducing our emissions, e.g. in the US office, the
lightbulbs were replaced to LED and a switch was made to new energy-efficient dishwashers. Inthe
year we also purchased carbon offsets of 2,421 tCO
2
e from Ecologi – see page 67 for our approach
tocarbon offsetting.
Our financial planning has also reflected our focus on climate. For example, our budget for 2024 has
factored in additional costs for external advisors to carry out a supplier engagement exercise to help
us get a better understanding of our supplier emissions.
To enable our systems to respond to increasing demands for multi-modal solutions and emissions
reporting, and for Alfa to be viewed as a leader in sustainable financing solutions, we continue to
spend time understanding the ESG-related needs of our customers and investment required in the
product (as seen in the new GHG functionality mentioned above). We hope to recoup this investment
through a combination of increased market share, as clients focus more on Scope 3 reporting and
turn to ESG-compliant solutions, and increased licence revenue for more value-added, market-
leading products.
In 2024, we will work on making our Scope 3 emissions more accurate (e.g. with the supplier
engagement planned), which will allow us to improve the quality of our reporting and also help us
with monitoring our emissions.
71
Strategic report
Corporate governance Financial statements Other information
Area Recommended disclosure Alfa disclosure
Strategy
continued
c)  Describe the resilience
ofthe organisations
strategy, taking into
consideration different
climate-related scenarios,
including a 2°C or lower
scenario.
We conducted a high-level qualitative climate change risk and opportunity analysis to obtain a better
understanding of the climate issues that could impact the business in the future. Given the nature of
our operations, we do not believe there are material risks to our organisation, other than the overall
risk to the world economy. We therefore believe that our strategy as discussed on page 16 is resilient
to climate-related factors, and so have not carried out quantitative scenario analysis.
Our focus in 2023 was to get a better understanding of our Scope 3 emissions, which means that we
are now in a position to be able to report on all our relevant and key Scope 3 emissions for the first
time (see page 73).
Risk
management
a)  Describe the
organisation’s processes
for identifying and
assessing climate-
relatedrisks.
Our approach to identifying, assessing and managing environmental risks, including climate-related
risk, is embedded within our approach to risk management. Climate-related risks may present as
financial or non-financial risks depending onthe extent to which their impacts can be quantified,
and how they have beenclassified.
As outlined on page 32, we have a comprehensive risk management process which includes a
detailed assessment of our climate-related risks twice a year, along with a risk rating assigned to
eachrisk which is then reviewed by management and the Board.
b)  Describe the
organisation’s processes
for managing climate-
related risks.
As above, in the short term, we do not see any material climate-related risks for the organisation.
Asa consequence, we keep the risks under review, but are not actively managing any at this point in
time. We work closely with external advisors on climate-related matters and are therefore confident
that this engagement helps mitigate the related risk (e.g. risk of not keeping up to date with
climate-related regulations).
c)  Describe how processes
for identifying, assessing,
and managing climate-
related risks are
integrated into the
organisation’s overall
riskmanagement.
Climate-related risks are an integral part of our overall risk management and, in particular, are
discussed when considering the corporate level risks.
Climate-related risks are the only risks that were discussed in detail in the second risk review in
December 2023 despite having a low rating on the risk register – this reflects the importance that
management and the Board give to climate and its impact on the business.
We have worked closely with the ESG Steering Group and other senior management to ensure that
all climate-related risks are sufficiently covered in our risk register. Going forwards, the risk register
will continue to be reviewed twice a year and updated for any changes to climate-related risks.
Metrics and
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.
As explained on page 32, our risk management process gives a rating to each risk for its ‘probability
and its ‘impact’, which together determine its overall risk rating. Twice a year, we review these ratings
to ensure they remain appropriate.
The main climate-related data we monitored throughout the year was our energy usage – which (as
per page 73) has gone down since 2022. Now that we have set the Groups 2030 emissions reduction
targets in line with SBTi, in subsequent years (2024-2025), we will establish interim metrics in line
with our business strategy and risk management processes to monitor progress against the targets.
b)  Disclose Scope 1, Scope
2, and, if appropriate,
Scope 3 greenhouse gas
(GHG) emissions, and the
related risks.
See page 73 for our SECR disclosure and page 69 for the methodology used. We disclose our Carbon
Intensity Ratio on page 73, which is a metric used by the Group consistently since 2021, allowing us
to compare the year-on-year ratios. It can be seen that our ratio has decreased despite an increase in
revenue, which reflects lower emissions due to our new green salary sacrifice scheme – see below.
As above, 2023 is the first time that we have also disclosed all our relevant Scope 3 emissions.
Wecontinue to mature our approach to the quantification and understanding of the more complex
Scope 3 emissions, e.g. the supplier engagement programme that will be carried out in 2024 will help
us improve on the accuracy of our Scope 3 reporting.
c)  Describe the targets used
by the organisation to
manage climate related
risks and opportunities
To comply with the requirements for our SBTi submission via the SME route and to ensure that this is
aligned with restricting an increase in global temperatures to 1.5ºC, this year we have set targets of
reducing Scope 1 and Scope 2 emissions by at least 42% by 2030 (compared with 2022 emissions).
Whilst we had not set targets for 2023 to monitor annual progress against, we note that our Scope 1
and 2 emissions have decreased by 16% since 2022,which is reflective of our new green salary
sacrifice arrangement that allows employees to only lease energy efficient vehicles.
Over 2024-2025, we will continue to progress in this area by setting appropriate interim targets
linked to our 2030 targets, which will allow for effective comparison and measurement of emissions.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
72
Task Force on Climate-related Financial Disclosures (TCFD) continued
The table below discloses the Group’s Streamlined Energy and Carbon Reporting for 2023 and 2022.
2023 2022***
Global
(inc. UK) UK only
Global
(not inc.
UK)
Global
(inc. UK) UK only
Global
(not inc.
UK)
Energy Consumption (kWh) *****
Total Natural Gas Use 145,751 30,886 114,866 154,733 33,184 121,549
Total Company Fleet Use 50,380 38,512 11,868 123,610 115,958 7,652
Total Electricity Use 255,637 196,876 58,761 272,624 217,485 55,139
Total Energy Use 451,769 266,274 185,495 550,967 366,627 184,340
Scope 1 Carbon Emissions (tCO
2
e) *****
Natural Gas 28 6 23 28 6 22
Car Fleet (petrol/diesel/hybrid) 12 9 3 30 29 2
Total Scope 1 Emissions 40 15 25 59 35 24
Scope 2 Carbon Emissions (tCO
2
e)
Purchased Electricity – Buildings (Location-Based) 46 25 21 44 23 21
Purchased Electricity – Electric Vehicles (Location-Based) 16 16 19 19
Purchased Electricity – (Market-Based)** 17 16 1 22 19 3
Total Scope 2 Emissions 62 41 21 63 42 21
Scope 3 Carbon Emissions (tCO
2
e) *****
Category 1 – Purchases Goods & Services 2,505 * * 2,960 * *
Category 2 – Capital Goods 139 * * 346 * *
Category 3 – Fuel & Energy Related Activities 28 * * 36 * *
Category 4 – Upstream Transportation and Distribution 5 * * 22 * *
Category 5 – Waste Generated in Operations 34 * * 76 * *
Category 6 – Business Travel (Flights, rail, grey fleet, hotels and taxis) 644 * * 410 * *
Category 7 – Employee Commuting and Work From Home 525 * * 428 * *
Category 8 – Upstream Leased Assets 51 * * 86 * *
Category 13 – Downstream Leased Assets * * 15 * *
Total Scope 3 Emissions 3,931 * * 4,379 * *
Total Emissions (tCO
2
e)
Scope 1 40 15 25 59 35 24
Scope 2 (Location-Based) 62 41 21 63 42 21
Scope 2 (Market-Based)** 17 16 1 22 19 3
Scope 3 3,931 * * 4,379 * *
Total Carbon Emissions (tCO
2
e) (Location-Based) 4,033 4,501
Total Revenue (£m) 102.0 * * 93.3 * *
Carbon Intensity Ratio (tCO
2
e per £million)**** 1.0 * * 1.3 * *
* Breakdown beyond Global Emissions not calculated.
** Market-based Scope 2 emissions are not included in final emissions inventory.
*** Our Scope 1 and 2 emissions for the comparison year 2022 have been restated. We have corrected an oversight identified in the Company
vehicles mileage calculation and as such have reported 7 tCO
2
e additional in Scope 1 and 5 tCO
2
e additional in Scope 2. Market-based Scope 2
emissions have also been updated to reflect new information on renewable energy contracts applicable in 2022 resulting in a reduction of 6
tCO
2
e. Scope 3 emissions have been restated with the full emission inventory, which has been calculated since the last submission.
**** Carbon Intensity figure includes only global Scope 1 and 2 emissions. Alfa Financial Software Plc is still in the process of calculating its full Scope
3 value chain emissions.
***** Breakdown of total figures are rounded to the nearest whole number and may cause minor discrepancies. Total figures are accurate.
The methodology used for our SECR reporting is disclosed on page 69.
The Strategic report and Financial review are approved by the Board of Directors and signed on its behalf by:
Andrew Denton
Chief Executive Officer
73
Strategic report
Corporate governance Financial statements Other information
Streamlined Energy and Carbon Reporting
Corporate
governance
75 Chairmans introduction togovernance
78 Board of Directors
80 Company Leadership Team
81 Our governance framework
83 Division of responsibilities
85 Board leadership and Companypurpose
88 Composition, succession and evaluation
91 Nomination Committee Report
95 Audit and Risk Committee Report
103 Directors’ Remuneration Report
106 Directors’ Remuneration Policy
115 Annual Report on Remuneration
129 Directors’ Report
134 Statement of Directors’ responsibilities
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
74
A clear focus on innovation and operational efficiency has resulted in strong revenue
growth, a record number of deliveries and an exciting product roadmap.
Andrew Page, Executive Chairman
Dear shareholders
On behalf of the Board, I am pleased
topresent the Groups corporate
governance report for the year ended
31 December 2023.
This report outlines how Alfa’s
governance has continued to serve the
Group and how robust and appropriate
procedures are in place to ensure
effective and prudent management of
theCompany. This will deliver long term
sustainable success for the benefit of our
shareholders and broader stakeholders.
In this report, we set out our approach to
corporate governance and provide detail
on the role of the Board of Directors,
followed by more detailed sections on
thework of each of the three Board
Committees: Audit and Risk Committee,
Nomination Committee and
Remuneration Committee. Together,
these give a clear insight into how we
manage corporate governance principles
and processes within the Group.
2023 performance
Alfa continued to perform well in 2023,
maintaining good momentum across the
business. A clear focus on innovation and
operational efficiency has resulted in
strong revenue growth, a record number
of deliveries and an exciting product
roadmap. We have made substantial
progress towards leveraging our scale
andexpertise to provide more value to
customers through new and existing
cloud solutions and services. This
progress has only been possible because
of the passion and commitment from
Alfaemployees.
Our people, our culture
The Board is continually monitoring our
people strategy and matters including
talent retention, recruitment, succession
planning and the development framework
for senior management.
The Board is responsible for the long
termsuccess of the Company, through
setting and overseeing and driving the
Companys culture, values and strategy.
Delivering shareholder value and looking
after all stakeholders is at the core of our
strategy and is at the forefront of
ourdecision making and strategy
development. The Board plays a leading
role in shaping the culture at Alfa by
promoting the growth focused and values
based approach that ensures the long
term sustainable growth and success of
the business. We believe that in order to
progress our strategy, the Board must
consider all stakeholders relevant to a
decision and satisfy themselves that any
decision upholds our culture and values.
75
Financial statements Other informationCorporate governance
Strategic report
Chairmans introduction
The annual review of core compliance
policies, including the Group’s modern
slavery statement and updates on
whistleblowing reports, provide the Board
with visibility of the compliance culture at
Alfa and how our compliance policies are
communicated to employees.
Environmental, Social
andGovernance
As Environmental, Social and Governance
(ESG) initiatives continue to be developed,
the Board will ensure that they remain
aligned to our purpose of ensuring that
we play our part in creating long term
sustainable value. The Boards review
process and governance procedures
ensure that ESG considerations are
fullyembedded into our decisions for
sustainable and long term growth.
UK Corporate Governance Code
The Board closely monitors upcoming
changes in governance and regulation.
The Board acknowledges the publication
of the 2024 Corporate Governance Code
on 21 January 2024 which is effective from
1 January 2025. The Board will review
anyrecommended amendments to
governance arrangements and report on
these in our Annual Report and Accounts
for the year ended 31 December 2025.
All members of the Board will stand for
re-election at the Annual General Meeting
(AGM) in May 2024. All Board members
have received a formal performance
evaluation which demonstrated that each
Director continues to be effective and
committed to their role.
Looking ahead
The Board is delighted that we have
overseen the delivery of excellent
financial and operational performance
during 2023. Despite the uncertain
economic and geopolitical environment,
this was a year of continued strong
growth and demonstrates the strength
ofthe Alfa business model.
As we look to the year ahead, I am
confident that the strength of our
business, combined with our focus on
innovating to meet customer needs, will
enable further sustainable growth for
thebenefit of all our stakeholders.
Our performance, alongside the strategic
progress we have made, and the strength
of the intellectual property in our
software gives us great confidence in
Alfa’s prospects for 2024.
Andrew Page
Chairman
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
76
Chairmans introduction continued
1. Board leadership and
company purpose
Board leadership and purpose 85-86
Risk management 32-44 and 100
Stakeholder engagement 48-53 and 82
2. Division of
responsibilities
Our governance framework 81-82
Directors 78-79
How the Board operates 84-85
3. Composition,
succession and
evaluation
Board and Committee composition 88-90
Diversity, equity and inclusion 90-93
Succession planning 93
Review of Board effectiveness 89
4. Audit, Risk and
internal control
Internal audit 95-102
External audit 136-143
Internal control and risk management 100 and 101
Review of financial statements 134
5. Remuneration Our remuneration principles 115-116
Remuneration committee focus areas 103
2024 Directors’ Remuneration Policy 106-113
2023 AGM update
At the April 2023 AGM, the resolution to re-elect Chris Sullivan as a director was
passedwith lower support than expected from independent shareholders. Following
consultation with a number of independent shareholders, the Board understands
thatthe vote against Mr Sullivan was due to his position as Chair of the Nomination
Committee and was the means by which the independent shareholders expressed
theirconcern regarding the low female representation on the Board.
The Board promotes an open, honest and inclusive culture in Board and Committee
meetings, during which all Directors are encouraged to share their views based on
theirown different experiences and backgrounds. The Board listens and considers the
mattersbefore it, without bias or discrimination. As a result of the vote at the 2023 AGM,
the Board undertook an extensive review of the composition of the Board and of the
Directors’ relevant skills and experience, as part of our internal Board evaluation for
2023.As a result of these actions, the Board remains confident that it currently has the
right balance of backgrounds, skills and experience to fulfil the Company’s strategy.
Weendeavour to cultivate a Board which supports diversity of thought and ensures
appropriate challenge, interpretation, and interactions between members. We celebrate
differences and encourage differing perspectives when we approach all issues and tasks.
The Board and the Nomination Committee are acutely aware of the requirements of the
UK Corporate Governance Code and they are committed to ensuring that plans are in
place for orderly succession to both the Board and senior management positions, and
that they oversee the development of a diverse pipeline for succession. The Board and
the Nomination Committee are committed to ensuring that the process for future
Board appointments considers the importance of diversity in all its forms, including
gender and ethnicity, in conjunction with the experience and skills required for the
bestbalance of the Board and its Committees.
The UK Corporate
Governance Code 2018:
Ourcompliance
This corporate governance statement,
including the Nomination Committee,
Audit and Risk Committee and
Remuneration Committee Reports,
explains how we have applied the
principles and complied with the
provisions of the 2018 UK Corporate
Governance Code (the ‘Code) during
the year. Except for the matters which
are explained below (in line with the
‘comply or explain’ concept), the
Company complied fully with the
Principles and Provisions of the Code
throughout the financial year in respect
of which this statement is prepared and
continues to do so as at the date of this
statement. A copy of the 2018 Code,
issued by the Financial Reporting
Council can be found at www.frc.org.uk.
Exceptions to compliance
The Group has complied with the
Code provisions during the financial
year with the exception of:
Provision 9: TheChairman of the
Board was not independent on
appointment as he previously held
the position of Chief Executive Officer
and is the controlling shareholder
ofthe Company. On listing, the
Boardunanimously supported
andcontinues to support, the
appointment of the Chairman to
retain his skills and experience, and
ensure continuity of service of Alfa’s
customers and commercial partners.
Provision 41: The Company has not
formally consulted with employees
informing the new Remuneration
Policy, and is therefore not compliant
with Provision 41 of the Code which
requires details of engagement
withthe workforce to explain how
executive remuneration aligns with
the wider Company pay policy.
77
Financial statements Other informationCorporate governance
Strategic report
Andrew Page
N
Executive Chairman
Appointment to the Board:
May 2017
Andrew Denton
Chief Executive Officer
Appointment to the Board:
April 2017
Duncan Magrath
Chief Financial Officer
Appointment to the Board:
April 2020
Matthew White
Chief Operating Officer
Appointment to the Board:
October 2019
Skills and experience
Andrew is one of the founding
Directors of Alfa. Andrew became
the Chief Executive Officer in 2010
and the Executive Chairman in
September 2016. Andrew provides
commercial oversight and, with the
Board, sets the strategic direction
and goals of the Company.
Andrew has considerable senior
management experience and
adeep understanding of the auto
and equipment finance industry.
Skills and experience
Andrew Denton has been CEO of
Alfa since September 2016, having
held roles as Sales & Marketing
Director and Chief Operating
Officer since hejoined the
Company in 1995.
Andrew is Director and joint
founderof the Leasing Foundation,
supporting the leasing and auto
and equipment finance industry
through charitable activities,
research and development.
Andrewis an advisor to The
Women’s Association, boosting
gender equality in the corporate
world, and he is a proud member
ofthe Board of Trustees for
Professors Without Borders,
bringing top-level educators and
global experts to the doorsteps
ofstudentsworldwide.
Andrew is a computer scientist
bytraining, and has considerable
senior management experience
and significant experience in
theauto and equipment
financeindustry.
Skills and experience
Duncan started his career at
PriceWaterhouse, and qualified
asaChartered Accountant in 1989.
He joined Ocean Group in 1992, and
spent 13 years in the UK and USA in
various finance roles as the group
transformed into Exel Logistics.
Hejoined Balfour Beatty, the
infrastructure company, in 2006
and was Group CFO from 2008 to
2015. In 2016 he joined Rubix, an
Industrial Parts Distributor, as
Group CFO and was in that role
through to 2019.
Duncan has extensive experience
in senior financial positions both
inthe UK and internationally,
including a deep understanding
ofinvestor relations and financial
strategy. Duncan is a Fellow of the
Institute ofChartered Accountants
in England & Wales.
Skills and experience
Matthew joined Alfa as a graduate
in1999, starting in a software
development role. In his 20-year
career delivering software for
theauto and equipment finance
industry, he has direct experience
of everything involved in
systemsimplementation, from
configuration and testing support
toproject management for
anumber of UK and European
projects. From 2010 to 2016,
Matthew’s role grew to include
responsibility for most of the
operations of the Company, before
he led Alfas IPO in 2017. As Chief
Operating Officer, a role which
heassumed in February 2019,
Matthew is accountable for the
global operations of the business,
including Alfa’s people function,
technology platform and
projectdelivery. Matthew is also
responsible for the documentation
and communication of Alfa’s
strategy. Matthew has considerable
seniormanagement experience
insoftware company operations,
software development
andallaspects of systems
implementation and delivery.
Other appointments
Director of CHP Software and
Consulting Holdings Limited
Other appointments
Director of CHP Software and
Consulting Holdings Limited
Other appointments
None
Other appointments
None
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
78
Board of Directors
Steve Breach
A
N
R
Independent
Non‑Executive Director
Appointment to the Board:
August 2019
Adrian Chamberlain
A
N
R
Independent
Non‑Executive Director
Appointment to the Board:
April 2020
Charlotte de Metz
A
N
R
Independent
Non‑Executive Director
Appointment to the Board:
April 2020
Chris Sullivan
A
N
R
Senior Independent
Director
Appointment to the Board:
July2019
Skills and experience
Steve is a member of the Institute
ofChartered Accountants in
England and Wales, having qualified
with EYin1993 where he focused
on providing corporate finance
advice totechnology businesses in
the UK and internationally. Steve
has 17 years’ experience as Chief
Financial Officer of a number of
businesses. Between 2010 and
2016, Steve was CFO of Tribal
GroupPLC, a leading international
provider of student management
software to the education market.
Steve has subsequently pursued
aportfolio career, acting as
advisorto a number of privately
owned companies.
Steve has held a number of
CFOrolesand has extensive
experience in corporate finance.
Skills and experience
Adrian is the Senior Independent
Non-Executive Director of iomart
Group PLC. In 2023, Adrian stood
down as the Senior Independent
Non-Executive Director
ofCambridge University Health
Trust, one of the countrys largest
NHS Trusts. Hepreviously has
heldsenior executive positions
inanumber ofprivate and public
hi-tech and telecommunications
companies including Chief
Executive Officer ofMessagelabs
and Achilles Ltd, amember of the
Board of Cable &Wireless and
Bovis Lend Lease, and amember of
the Operations Board at Symantec.
He was the Executive Chairman of
eConsult Ltd, a leading cloud-based
medical triagecompany.
Adrian has extensive experience
internationally in both the private
and public sectors, particularly
instrategy formulation and
execution, technology and
Software-as-a-Service. He holds an
MAin Historyfrom Trinity College,
Cambridge and an MBA from
theLondon Business School.
Skills and experience
Charlotte is the Chief People
Officerat Keyloop which focuses
onsoftware for the automotive
industry and which she joined in
2021. She previously served as
Chief People Officer at Synamedia
where she led alarge-scale global
transformation. Prior to that,
Charlotte was Executive Vice
President at Finastra, a global
fintech where she was responsible
for Executive Talent, corporate
social responsibility, culture and
values, and diversity, equity and
inclusion. Prior tojoining Finastra in
2012 Charlotte spent over 11 years
at Ventyx, a global provider of
software solutions for the energy,
utility and other asset-intensive
businesses. During her tenure at
Ventyx she held various HR roles,
latterly as Human Resource
Manager for Rest of World.
Charlotte has a strong track record
indeliveringinnovative employee
development, engagement, and
retention practices. She also has
extensive experience in managing
high-impact, enterprise-wide
transformations in challenging,
fast-paced environments.
Skills and experience
Chris was Chief Executive of the
Corporate & Investment Bank at
Santander UK during the years
2015-2018, and prior to this held
various CEO roles during a 40-year
career at The Royal Bank of
Scotland and NatWest. His 11 years
on the Group Executive Committee
included leading Corporate
Banking,Retail Banking, Direct Line
and Retail Direct and culminated in
appointment to the post of Deputy
Group Chief Executive in March
2014. A recipient of the Leasing Life
European Lifetime Achievement
Award, Chris brings expertise in
theauto and equipment finance
industry, having spent nearly
30years with the Lombard Group
in anumber of directorate roles
including as CEO. Chris was the
Senior Independent Director for
DWF Group PLC, which delisted in
October 2023.
Chris has extensive experience of
corporate, investment and retail
banking andasset financing
together with general management
and listed company experience.
Other appointments
Director of Elucid Partners Limited
and ANDigital Limited
Other appointments
Senior Independent Non-Executive
Director of iomart Group PLC
Other appointments
CPO, Keyloop Limited
Other appointments
Chairman of the Westminster
Abbey Investment Committee,
Non-Executive Director of
Cannaray Ltd and DVCPLimited
Committee membership
A
Audit
N
Nomination
R
Remuneration
R
Committee chair
79
Other informationFinancial statementsCorporate governance
Strategic report
Andrew Denton
Chief Executive Officer
Joined Alfa August 1995
Richard Dewire
Chief Revenue Officer
Joined Alfa January 2001
Vicky Edwards
Chief People Officer
Joined Alfa March 2020
Relevant experience/
previousroles
Richard has over 20 years in the
auto and equipment finance
industry and an in-depth
knowledge of Alfa Systems through
many years of implementation,
with extensive knowledge of Alfa’s
sales and commercial process. He
was previously Director of Strategy
andInvestment.
Relevant experience/
previousroles
Vicky joined Alfa in March 2020,
bringing 26 years of experience
inconsultancy businesses.
Acommercially focused HR leader,
Vicky has held leadership roles
across HR, commercial and
operations functions, as well
asC-suite level positions in the
professional services, technology
and energy sectors.
Matthew White
Chief Operating Officer
Joined Alfa June 1999
Andrew Flegg
Chief Technology Officer
Joined Alfa February2005
James Paul
Chief Delivery Officer
Joined Alfa September1999
Relevant experience/
previousroles
Andrew brings over 35 years of
programming experience, over
25years in commercial software
development and over 15 years
inthe auto and equipment finance
industry. He was previously Alfa’s
Global Director of Platforms,
covering internal IT systems,
cloud,information security
andsolution architecture.
Relevant experience/
previousroles
James is accountable for all
implementations across the globe
and has responsibility for support,
resourcing and partnering.
James has over 20 years
experienceimplementing in
autoand equipment finance
fororganisations of all sizes.
Duncan Magrath
Chief Financial Officer
Joined Alfa March 2020
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
80
Company Leadership Team
Our corporate governance framework clearly defines responsibilities and ensures that the Group has the right systems and controls
to enable the Board and its Committees to effectively oversee the business, providing challenge where necessary.
Board of Directors
The Board is collectively responsible for the long-term success of the Company. The business of the Company is managed by the
Board who may exercise all of the powers of the Company. The Board has a formal Schedule of Matters Reserved for the Board
whichis available on the Company website. Although the Board retains overall responsibility, it delegates certain matters to the
Board Committees, and the detailed implementation of matters approved by the Board and the day-to-day operational aspects
ofthe business to the Company Leadership Team.
Audit and Risk Committee Nomination Committee Remuneration Committee
Provides independent assessment and
oversight of financial reporting processes.
It oversees, on behalf of the Board, the
riskmanagement strategy, risk appetite
and the effectiveness of internal
controlprocesses. It also oversees
theeffectiveness of the internal and
externalaudit functions.
Reviews the size, composition, tenure
andskills of the Board. It also leads the
process for new appointments, monitors
Board and senior management succession
planning, reviews the talent pipeline
andtalent management, and considers
independence, diversity, equity and
inclusion, andgovernance matters.
Determines the remuneration, bonuses,
long-term incentive arrangements,
contract terms and other benefits in
respect of the Executive Directors, the
Chairman, the Company Secretary and
senior management. Oversees the
remuneration and workforce policies
andtakes these into account when setting
the policy for Directors’ remuneration.
Company Leadership Team
The Company Leadership Team (CLT) is responsible for the day-to-day running of the business, carrying out and overseeing
operational management, and implementing the strategies that the Board has set.
Governance Committees
These governance committees are chaired by a member of the Company Leadership Team and report to the Company Leadership
Team, and the Board or Board Committees as appropriate.
Investment Committee
Disclosure and
GovernanceCommittee
Deal Committee ESG Steering Group
The Investment Committee
ensures that Strategic
Investment initiatives align
with Alfa’s business strategy.
The Disclosure and
Governance Committee
maintains an overview of
thecorporate structure and
oversees the disclosure of
information by the Group
tomeet its obligations as
alisted company.
The Deal Committee
determines standard
guidelines for an acceptable
deal in termsof financial
position and key
contractualterms.
The ESG Steering Group
supports the CLT in
implementing ESG
strategyand managing
relevant matters relating
toour communities
coveringenvironmental
andsocial matters.
Governance framework
Half of the Board is made up of Independent Directors whose diverse experience enables appropriate debate and challenge at Board
and Committee discussions. The Board has an approved governance framework of systems and controls which enables the effective
discharge of the Board’s responsibilities.
81
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Corporate governance
Our governance framework
How the Board engages
Directors have a duty to promote the
success of the Company under section 172
of the Companies Act 2006. Our dedicated
stakeholder engagement and section 172
statements on pages 48 to 53 set out how
the Board engages with, and balances the
interests of, stakeholders.
Board engagement
A fundamental role of the Board is to
consider the balance of interest between
our stakeholders, including shareholders,
our customers, our colleagues and the
communities in which we operate.
The Board recognises its responsibilities
to engage with, and incorporate the views
of, key stakeholders in strategic planning
and decision making, and the importance
of stakeholder trust in building resilience
and long-term sustainability. Although
theBoard retains overall responsibility
forstakeholder engagement, there is
interaction at various levels of the
business so that it is carried out by those
most relevant to a particular stakeholder
group or particular issue. The Board
recognises the importance of considering
all stakeholders in its decision making,
although the weight given to each
stakeholder group may vary depending
on the subject in question. Through
engagement and greater understanding
of the interests of stakeholders, the
Boardis able to assess the long-term
consequences of decisions on
stakeholders and the business.
We continue to work on embedding
practices across Alfa so that consideration
of stakeholder interests in decisions is
second nature at all levels of the business.
Employee engagement
The Board monitors and assesses
engagement with all stakeholders,
withparticular attention on employee
engagement. Employee Pulse surveys
provide regular understanding of wider
views, and an ‘open door’ approach to
feedback and communication also allows
for frequent two-way conversation and
insight. Throughout 2023 our regular
Town Hall updates and Company
Meetings kept colleagues informed on
allthe news from around the business
and supported engagement across the
organisation. Each region gathered for
their annual two-day Company
Conferences to incorporate valuable
timewith colleagues, and networking
opportunities to keep us all connected.
AllBoard meetings feature updates
onPeople matters and engagement
levels. Given the Board’s visibility of
theengagement channels and efforts, as
well as its accessibility to the workforce
through the initiatives and events as
mentioned, it is confident at this time
thatappropriate effective measures
areinplace as an alternative to Provision
5 of the 2018 UK Corporate Governance
Code. We believe that our strong culture
isa unique strength and we see the
benefits in employee engagement,
retention and productivity. This reflects
the Alfa ethos that we are all striving
towards the same goal and to reward our
employees, Alfa operates a discretionary
profit share scheme through which most
employees share in a percentage of the
profits of the Company.
Employee engagement survey
Our employee engagement survey,
Pulse, remains an important tool to
measure employee sentiment and
identify areas for improvement and
celebration of our achievements.
Shareholder engagement
The Board is accountable to shareholders
for ensuring the Group is appropriately
managed and achieves its objectives in a
way that is supported by the right culture
and behaviours. The Board spends time
understanding the views of its key
shareholders when discussing matters
atBoard meetings and these views form
an integral part of decision making.
Our 2023 Annual General Meeting (AGM)
was held in London and all resolutions
were passed. Shareholders were encouraged
to vote by appointing the Chair as proxy if
they were unable to attend in person. The
Board also encouraged shareholders to
submit questions in advance and these
were responded to individually.
The 2024 AGM is planned to be aphysical
meeting held in London. TheBoard looks
forward to meeting withand hearing from
shareholders attheAGM this year.
Other stakeholder engagement
The Board and each Committee chair
actively encourages and engages with key
stakeholders and considers this to be
paramount to the long-term success and
performance of the business. During
2023, there were no significant matters
todiscuss with shareholders in relation
tothe Nomination and Audit and Risk
Committees. Our section 172 statement
on pages 48 to 53 explains how section
172 matters, including this engagement,
are taken into consideration by the Board
in its decision making. The Board
recognises the contribution Alfa makes
tosociety, the environment, and its key
stakeholders. It seeks to understand their
views and predominantly engages with
them through the Executive Directors,
who ensure that the Board is kept
informed of any key issues or changes.
Italso keeps ways of engagement under
constant review to ensure that they
remain effective.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
82
Our governance framework continued
Division of responsibilities
Alfa is led and controlled by the Board,
which is collectively responsible for the
long-term and sustainable success of the
Group. The structure and the roles of the
Board and its Committees ensures that
control and oversight give a balanced
approach to risk and are aligned with
Alfa’s culture. This assists the Board with
carrying out its responsibilities and is
designed to ensure that focus is
maintained on strategy, monitoring the
performance of the Group, governance,
risk and control issues.
The Board is collectively responsible
forthe long-term success of the Group
and for ensuring leadership within
aframework of effective controls.
The key role of the Board:
The Board responsibilities
We have clear and documented roles
andseparation of duties between the
Chairman and the CEO. The Alfa CEO,
Andrew Denton, is responsible for
executing the Alfa strategy and day-to-day
operations, and leading the CLT. Andrew
Page, as Executive Chairman, provides
oversight and guidance to Andrew Denton
on the strategic direction, key commercial
and contracting decisions in addition to
his responsibilities for running an
effective Board. All Directors have access
to the advice of the CompanySecretary
and, in appropriate circumstances, may
obtain independent professional advice
atthe Company’s expense. In addition, a
Directors’ and Officers’ liability insurance
policy is maintained for all Directors and
each Director has the benefit of a deed of
indemnity. The appointment and removal
of the Group Company Secretary is
amatter for the Board as a whole.
Matters reserved for the Board
The Board has adopted a formal Schedule
of Matters specifically reserved for its
decision making and approval. The
matters that the Board considers suitable
for delegation are contained in the Terms
of Reference of each Board Committee.
There are certain key responsibilities that
the Board does not delegate and which
are reserved for its consideration. The
fullSchedule of Matters Reserved for the
Board is available under the Corporate
Governance section on our website.
The Company Secretary, through the
Chairman, is responsible for advising
theBoard on all governance matters
andfor ensuring that Board procedures
are followed, that applicable rules and
regulations are complied with, and that
due account is taken of relevant codes
ofbest practice. The Company Secretary
isalso responsible for ensuring
communication flows between the Board
and its Committees, and between senior
management and Non-Executive Directors.
Our people bring a diverse range of
experience, expertise and perspectives
that contribute to the values and culture
of Alfa and are essential for the delivery
of our strategic objectives. A positive
environment where our people feel
valued, motivated and able to thrive
isessential to Alfa’s continued success.
TheBoard recognises the value of,
andsupports, significant investment
oftime and resources in our colleagues
toallow Alfa to attract and retain talent
anddevelop the skills of our employees.
Onecentral policy in creating this
environment and culture is Alfa’s Ethics
and Code of Conduct Policy (the Code
ofConduct) which clearly sets out a
zero-tolerance policy for dishonest and
corrupt behaviour among our employees
and seeks to educate team members
onunlawful and unethical conduct.
Compliance with the policy maintains
Alfa’s reputation in the marketplace
aswell as our relationship with our
colleagues, investors, customers and
other stakeholders. The Code of Conduct
provides clear guidance to employees in
respect of legal and ethical issues which
they may come across while conducting
Alfa business, and what Alfa expects in
respect of our employees’ behaviour.
Italso provides important information
onworking at Alfa to help embed the
behaviours and values alongside more
practical information to enable our
employees to work effectively and
efficiently. The Board is responsible for
overseeing the Company’s arrangements
for the workforce to be able to raise
matters of concern and seeks to foster
anenvironment where individuals can
beconfident about speaking up about
concerns without fear of retaliation. The
Board monitors this area through reports
on the number and types of concerns
raised through the whistleblowing
process and the outcomes of the
concerns raised. Whistleblowing and
incident reporting mechanisms are in
place to allow issues to be formally
reported and investigated.
Setting the strategic
direction of the Group
Overseeing
implementation of the
strategy by ensuring that
the Group is suitably
resourced to achieve its
strategic aspirations
Providing leadership
within a framework of
effective controls which
enables risk to be
assessed and managed
Ensuring that the
necessary financial and
human resources are in
place for the Group to
meet its objectives
Reviewing the Group’s
culture supported
byitsvalues
Workforce policies and practices
83
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Strategic report
Corporate governance
Division of responsibilities
There is a clear division of responsibilities between the Board and the business. Theroles of the Chairman, Chief Executive Officer,
Chief Financial Officer, Chief Operating Officer, Senior Independent Director and independent Non-Executive Directors are set out in
separate role statements.
Role
Principal responsibilities
Executive Chairman
Andrew Page
The Chairman is responsible for the effective leadership of the Board and maintaining a culture
ofopenness and transparency at Board meetings. The Chairman also promotes effective
communication between Executive and Non-Executive Directors and ensures all Directors
effectively contribute to discussions and feel comfortable in engaging in healthy debate and
constructive challenge. The Chairman ensures all Directors receive accurate, timely and clear
information to assist them to make their decisions and identifying training and development needs
asrequired.
Chief Executive
Officer
Andrew Denton
The Chief Executive Officer has day-to-day responsibility for the effective management of Alfa and
for ensuring that Board decisions are implemented. He plays a key role in defining and guiding the
strategy, once agreed by the Board, whilst ensuring the successful delivery against the strategic
plan and other key business objectives, allocating decision making and responsibilities accordingly.
The CEO is also tasked with providing regular operational updates to the Board on all matters of
significance relating to the Group’s operations and for ensuring effective communication with
shareholders and other key stakeholders. The CEO identifies and executes new business
opportunities and assesses potential acquisitions and disposals.
He manages the Group with reference to its risk profile in the context of the Boards risk appetite
and is responsible for the oversight of the Environmental, Social and Governance (ESG) initiatives.
Chief Financial
Officer
Duncan Magrath
The Chief Financial Officer has overall responsibility for management of the financial risks of the
Group. The CFO is responsible for financial planning and record-keeping, as well as financial
reporting to the Board and shareholders. The CFO ensures effective financial compliance and
control, while responding to regulatory developments, including financial reporting, effective
allocation of capital, management of liquid resources, investor relations and corporate
responsibility. The CFO has responsibility for the ESG reporting.
Chief Operating
Officer
Matthew White
The Chief Operating Officer is responsible for day-to-day operational activities. The COO plays a
key role in developing key business operational models, monitoring performance against KPIs and
ensuring adequate staffing recruitment to deliver development and systems implementation. The
COO is responsible for software development, systems implementation delivery and the delivery
of HR resourcing and planning.
Senior Independent
Director
Chris Sullivan
The Senior Independent Director provides a sounding board for the Chairman and acts as an
intermediary for the Non-Executive Directors. The Senior Independent Director is available to
shareholders should they have any concerns, where communication through normal channels has
not been successful or where such channels are inappropriate. The Senior Independent Director
meets with the Non-Executive Directors at least annually when leading the Non-Executive
Directors’ appraisal of the Chairman’s performance.
Non-Executive
Directors
Steve Breach
Adrian Chamberlain
Charlotte de Metz
The Non-Executive Directors bring insight and experience to the Board. They have a responsibility
to constructively challenge the strategies proposed by the Executive Directors; scrutinise the
performance of management in achieving agreed goals and objectives; and play leading roles
inthe functioning of the Board Committees, bringing an independent view to the discussion.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
84
Division of responsibilities continued
How the Board operates
During the year, the Board considers a
comprehensive programme of regular
matters covering operational and
financial performance reporting, strategic
reviews and updates, and various
governance reports and approvals.
Board meetings
The Board held six scheduled meetings
in2023 and a number of ad hoc meetings,
which included presentations by a
member of the CLT on each of the
business areas. During the year, the
Boardand its Committees conducted
each meeting in person, with Directors
attending remotely if necessary, enabling
the Board to continue to function and
maintain the integrity of our governance
structure. Materials for meetings are
circulated electronically in advance, to
give Directors an appropriate amount of
time to fully consider the Board matters
before the meeting takes place.
Non-Executive Directors meet without the
Chairman at least annually to appraise
theChairmans performance and the
Chairman also holds meetings with
theNon-Executive Directors without
theExecutive Directors being present.
Thetable opposite records the number
ofmeetings held by the Board and
eachCommittee during 2023 and the
number of meetings attended by each
member. There was 100% attendance
ateachmeeting.
The Board is responsible for providing
overall direction for management,
debating strategic priorities and setting
Alfa’s culture and values. Maintaining
good governance is essential to support
the delivery of Alfa’s strategic objectives,
and to ensure that the business is run well
for the benefit of all stakeholders and for
sustainable long-term value. The Board
receives an update on key elements of the
People strategy which provides insight
into a variety of areas including culture,
diversity, inclusion, talent management,
future capability, succession planning
andcolleague engagement. The Board
continues to monitor the framework, so
that itremains appropriate to the
business. The governance framework
embeds our values into the policies and
processes of Alfa and therefore helps to
strengthen the corporate culture.
Corporate governance
framework
Having an effective corporate governance
framework defines responsibilities, helps
the Board to deliver the Group’s strategy
and is vital to its decision making. It
supports long-term sustainable growth
while operating within a framework of
effective controls. Having the right
systems and controls in place ensures the
Board and Committee meetings and attendance
Board
Audit and Risk
Committee
Nomination
Committee
Remuneration
Committee
Andrew Page 6/6 2/2
Andrew Denton 6/6
Duncan Magrath 6/6
Matthew White 6/6
Steve Breach 6/6 4/4 2/2 4/4
Adrian Chamberlain 6/6 4/4 2/2 4/4
Charlotte de Metz 6/6 4/4 2/2 4/4
Chris Sullivan 6/6 4/4 2/2 4/4
Unsolicited offers for the Company
As shareholders will be aware, we received a number of unsolicited proposals from
EQTFund Management S.à r.l (EQT) and Thomas H. Lee Partners, L.P. (THL). Following
the initial approach from EQT, the Board decided to establish an Independent Bid
Committee to consider matters relating to this approach and subsequent approach
from THL. The Independent Bid Committee would principally decide whether or not to
recommend the final terms of any offer to the Company’s shareholders in accordance
with the requirements of the City Code on Takeovers and Mergers.
In addition to the scheduled meetings, there were four additional Board meetings
arranged for the Board to review the offers from EQT and THL for the Company. In
addition, the Independent Bid Committee met four times to discuss the approaches,
with the relevant advisors in attendance. As announced on 7 July 2023, EQT reported
that it did not intend to make a firm offer to the shareholders of Alfa. On 3 October
2023, Alfa confirmed that it had terminated discussions with THL.
Board
Independent
Bid Committee
Andrew Page 4/4
Andrew Denton 4/4
Duncan Magrath 4/4
Matthew White 4/4
Steve Breach
1
4/4 4/4
Adrian Chamberlain 4/4 4/4
Charlotte de Metz 4/4 4/4
Chris Sullivan 4/4 4/4
1. Steve Breach was appointed as Chair of the Independent Bid Committee.
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Corporate governance
Board leadership and Company purpose
Board and its Committees effectively
oversee the business, maintain the
highest standards of corporate
governance and allow Directors to
providechallenge where necessary.
The Board has overall responsibility for
ensuring adequate resource is available for
Alfa todeliver on its strategic priorities.
The Board has established a risk
management framework to manage and
report the risks we face as a business,
which are reviewed on at least an annual
basis. TheBoard also undertakes a robust
assessment of the Company’s emerging
and principal risks. Efficient internal
reporting, effective internal controls, and
oversight of current and emerging risks are
embedded into our business processes,
which align to our strategic priorities,
purpose and values. The Board, with the
support of its Committees, places great
importance on ensuring we achieve a high
level of governance across the Group.
Strategy
The Board provides support in
implementing strategic priorities as well as
oversight and constructive challenge on the
running of the business. Through reporting,
including the use of both financial and
non-financial metrics, the Board is able
toevaluate and guide the progress and
performance of the Company.
During the year, the Company has
continued to embed across the business
the purpose and values as set out in the
Strategic report on pages 1 to 73 of this
report. The Board continues to monitor
the strategic direction of the Company
and the key investments we need to make
to remain in a leading position in an
ever-changing market, and ensures we
have the resources and the right people,
in the right place operationally, to ensure
we remain relevant to the markets in
which we operate. This brings focus to
strategic objectives and translates into
better decisions, driving competitive
advantage, stronger performance and
asustainable business model.
Promoting a positive culture
The Board recognises the importance
ofagood culture and the role it plays in
delivering the long-term success of the
Company. Alfa employees want to work
for a company that values them and
provides them with the opportunity to
bethemselves and to thrive. The Board
and CLT strive to create a positive culture
at Alfa, providing employees with the
opportunity to grow, experiment and
innovate in an inclusive environment.
To create the right culture, it is important
that employees live and breathe Alfa’s
values, and this starts with our leaders.
The Board sets the tone from the top to
demonstrate and promote these values,
which are a critical element in achieving
our purpose of knocking down barriers
soeveryone can thrive. The Board uses
several tools to monitor the culture,
through surveys, Town Hall sessions, and
formal and informal engagement activities.
In addition, to monitor whether our culture
is and remains aligned with our values, the
Company seeks feedback from customers
to understand what they experienced
during the sales process and through the
various stages of software implementations
and provision of services.
Shareholders’ agreement
The relationship between the Board
andthe controlling shareholder of the
Company (the ‘Controlling Shareholder),
CHP Software and Consulting Holdings
Limited, is governed by the Relationship
Agreement (dated 26 May 2017, as
amended by deeds of adherence dated
10 January 2024 and 15 January 2024).
This agreement is a framework under
which the Controlling Shareholder, and
the shareholders of the Controlling
Shareholder will operate to protect
therights of the non-controlling
shareholders. There were no changes to
the Relationship Agreement during 2023.
As part of a corporate restructuring, the
Controlling Shareholder entity changed
from CHP Software and Consulting
Limited to CHP Software and Consulting
Holdings Limited in January 2024; and
CHP Software and Consulting Holdings
Limited and CHP Software Holdings
Limited each adhered to the Relationship
Agreement. Under the Relationship
Agreement, two Non-Executive Directors
can be appointed to the Board for as long
as the Controlling Shareholder holds 20%
or more of the voting rights over the
Company’s shares.
One Non-Executive Director can be
appointed to the Board for so long as
theControlling Shareholder holds 10%
ormore but less than 20% of the voting
rights in respect of the Company’s shares.
If none of the Controlling Shareholders
are members of the Nomination
Committee, the Controlling Shareholder
can appoint an observer to the Nomination
Committee. Andrew Page is designated
asthe first appointed Director of the
Controlling Shareholder. Andrew Denton
has not been appointed as a designated
Director by the Controlling Shareholder.
Ithas been agreed that for as long as the
Controlling Shareholder has the right to
appoint two Directors to the Board, and
whilst Andrew Denton is a Director of the
Company, the Controlling Shareholder will
not exercise its right to appoint a second
Director to the Board. There have been no
Board observers appointed either under
the Relationship Agreement, or otherwise.
For further details of the Relationship
Agreement, see page 131 of the
Directors’report.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
86
Board leadership and Company purpose continued
Key stakeholders
Activities
CEO and COO present an operational update to each Board meeting
with operational, key stakeholder and innovation updates.
Monitored the performance of the Company againstagreed
strategic objectives, including keyfinancialtargets.
Individual objectives reviewed at each Boardmeeting.
Three-year strategic plan, with updates on Group
strategicexecution.
Deep dives on specific areas of the business and their challenges
and opportunities.
Applied the Board’s strategic understanding of principalrisks
tokey challenges and opportunities.
Evaluated two unsolicited approaches regarding a possible offer
for the Company.
Key stakeholders
Activities
Received updates on employee views and engagementlevels.
Continued to monitor senior executive talent management and
development plans to provide succession for all key positions.
Received updates from the Chair of the Remuneration Committee
on its activities, recommendations regarding remuneration
strategy and decisions regarding the Executive Directors’ and
senior management pay.
Reviewed people and talent reports, including updates on
talentdevelopment programmes and diversity, equity
andinclusion programmes.
Received presentations from each member of the CLT.
Received recommendations from the Nominations Committee
onthe re-election of Directors and the structure, size and
composition of the Board.
Board activities and key discussions in 2023
The table below sets out the key areas of Board focus during the year and how these align with the Group’s strategy. It also sets out
which of Alfa’s key stakeholders have been considered and are relevant in the Board’s discussions.
Key stakeholder groups
Customers   Employees   Communities and environment   Suppliers   Investors
Strategic priorities
1
Strengthen  
2
Sell  
3
Scale  
4
Simplify
Key stakeholders
Activities
Monitored and reviewed the Companys approach to corporate
governance, its key practices and its ongoing compliance with
the2018Code.
Reviewed the results from the internal Board and Committee
effectiveness evaluation and confirmed actions.
Reviewed climate change risks and TCFD disclosures.
Reviewed the global insurance programme and D&O
liabilityinsurance.
Approved the Companys section 172 statement.
Reviewed and approved matters reserved for the Board
anditsCommittees’ Terms ofReference.
Received a presentation from the corporate broker and
considered feedback from shareholder engagement.
Reviewed and approved the modern slaverystatement.
Strategy and operations
Finance
Leadership, people andculture
Governance
Link to strategic
objectives
1
2
3
4
Link to strategic
objectives
1
2
3
Link to strategic
objectives
1
4
Link to strategic
objectives
1
2
3
4
Key stakeholders
Activities
Business planning and budget approval.
Reviewed financial key performance indicators (KPIs).
Approved full-year results, half-year results, trading
updatesandthe Annual Report and Accounts.
CFO report on the Company’s financial performance.
Approved two special dividends and recommended
afinaldividend to shareholders for approval.
Reviewed the key risks to Alfa and the controls in place
formitigation.
Considered and monitored the Group’s risk appetite
andprincipalrisks and uncertainties.
Reviewed internal controls.
Approved the viability and going concern statements.
Developed and monitored the ESG reporting framework.
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Corporate governance
Board composition
During the year, the Board reviewed
theoverall balance of skills, experience,
independence and knowledge of the
Board and Committee members. We
consider that the skills and experience of
our individual Directors, particularly in the
areas of financial services, people and
software, are fundamental to the pursuit
of our objectives. Further details of this
review, including actions taken, are set
out in the Nomination Committee report
on pages 91 to 94.
As required by provision 11 of the Code,
atleast 50% of the Board, excluding
theChairman, are independent
Non-Executive Directors. The Board is
currently comprised of eight members:
the Executive Chairman, three Executive
Directors and four independent Non-
Executive Directors. Details of the skills
and expertise of each member of the
Board is set out inthe Board biographies
on pages 78 and 79.
The Board reviews the independence
ofits Non-Executive Directors as part of
the annual Board and Director evaluation
process. The Nomination Committee
alsoconsiders Non-Executive Director
independence on an ongoing basis as part
of its consideration of the composition
ofthe Board. The Board has determined
that all the Non-Executive Directors were
independent as outlined in the Code.
The Board also believes that each of
theindependent Non-Executives has
retained independence of character
andjudgement and has not formed
associations with management or
othersthat may compromise their ability to
exercise independent judgement or actin
the best interests of the Group.
Director re-election
Each Director is required under the
Articles of Association to retire at every
Annual General Meeting and submit
themselves for re-election by the
shareholders. This report, and in particular
the Board biographies on pages 78 to 79,
sets forth the contribution of each
Director onthe Board to the Company,
and on thisbasis, the Board, and
specifically theChairman, believes each
Director proposed for re-election at the
AGM should be reappointed. The Board
has based its recommendations for
re-election, in part, on its review of the
results from the Board evaluation
processoutlined on the next page,
andthe Chairman’s review of individual
evaluations. It has assessed whether a
Director has demonstrated substantial
commitment tothe role (including time
for Board and Committee meetings noted
in this report) and other responsibilities.
Whilst, taking into account a number of
considerations including outside
commitments and anychanges thereof
during the period.
External commitments
The Company is mindful of the time
commitment required from Non-
Executive Directors in order to effectively
fulfil their responsibilities on the Board,
particularly providing constructive
challenge and holding management to
account, and utilising their diverse skills
and experience to benefit the Company
and provide strategic guidance.
Prior to their appointment, prospective
Directors are asked to provide details of
any other roles or significant obligations
that may affect the time available for
them to commit to the Company. The
Chairman and the Board are then kept
informed by each Director of any proposed
external appointments or other
significant commitments as they arise.
These are monitored to ensure that each
Director has sufficient time to fulfil their
obligations and Chairman approval is
required prior to a Director taking on
anyadditional external appointment.
Each individual’s commitment to their role
is reviewed annually and any external
appointments or other significant
commitments of the Directors require
theprior approval of the Board. The
Board will take into consideration the
timecommitment required by the Non-
Executive Director in their role as a Board
Director, Committee Chair or Committee
member in giving any such permission.
Directors’ conflicts of interest
Each Director is required to disclose
conflicts and potential conflicts to the
Chairman and the Company Secretary
asand when they arise. As part of the
induction process, a newly appointed
Director is asked to disclose any conflicts
of interest to the Company. Thereafter,
each Director has an opportunity to
disclose conflicts atthe beginning of
eachBoard and Committee meeting
andas part of an annual review.
None of the Directors declared to the
Company any actual or potential conflicts
of interest between any of their duties to
the Company and their private interests
and/or other duties. TheCompanies Act
2006 provides that Directors must avoid
asituation where they have, or can have,
a direct or indirect interest that conflicts,
or possibly may conflict, with the Companys
interests. Boards of public companies
may authorise conflicts and potential
conflicts, where appropriate, if their
companys Articles of Association permit.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
88
Composition, succession and evaluation
Board evaluation and performance review
To ensure the Board remains effective, aperformance evaluation is carried out
eachyear to review the effectiveness of the Board, its Committees and Directors.
TheBoard recognises the benefit of a thorough evaluation process to reflect onits
strengths and the challenges it faces, and to identify opportunities to continuously
improve its effectiveness.
The evaluation for 2023 was conducted bythe Company Secretary in conjunction with
the Chairman. The Directors were asked to complete a detailed Board performance
evaluation questionnaire toassess the performance of the Board and the Committees
over the year. Each questionnaire was analysed and a summary of the results and the
Board’s performance was presented to the Board for discussion.
The Board considers this exercise to be of significant value, and focus is placed on
reviewing the quality of information provided to the Board at the Boards discussions,
the effectiveness of the Board, the composition of the Board, including the skillset
ofthe various Directors, highlighting whether there are any gaps in the breadth and
depth of the Board that should be addressed by the Nomination Committee as part
ofits succession planning, and to ensure that the Board is best placed to deliver on
itsstrategic goals and ensure the long-term sustainable success of the Company.
The evaluation confirmed that there was astrong emphasis on the welfare of
employees, with active consideration of fairness to employees and their rewards,
andarecognition of the need to support wellbeing.
The overall conclusion of the evaluation was that the Board and its Committees remain
strong and effective, with a clearly defined role and purpose. The evaluation found that
the Board is chaired well, demonstrated by Board discussions which were rigorous and
open, combined with constructive challenge, allowing for diversity of opinion.
Focus area Recommendation and plan
Education and training Maintain a commitment to ongoing learning and
development opportunities as a Board.
Engagement Facilitating increased contact between the Board
andthe business, and between the Non-Executive
Directors and senior management colleagues.
Considerbuilding unstructured time between
Boardand Committee sessions.
Succession planning Succession planning will continue to be an area of
priority for the Board. Broaden focus on development
of talent and succession mapping for CLT and senior
management. Maintain focus on exposure of the Board
to future leaders in the talent pipeline.
Risks and opportunities Focus on continuing to enhance understanding of
external and emerging risks, opportunities, and trends
specific to Alfa and the industry, and developments
and potential disrupters to the business. Maintain
focus onAlfa’s competitive performance.
Chairmans and Directors
performance
During the year, the Senior Independent
Director evaluated the performance of
the Chairman. In addition, the Non-
Executive Directors met independently
from the Executive Directors to discuss
with the Chairman the overall functioning
of the Board and the Chairman’s
contribution in making it effective.
In addition, the Chairman holds regular
meetings with individual Directors at
which, among other things, their
individual performance is discussed.
Informed by the Chairman’s continuing
observation of individual Directors, these
discussions form part of the basis for
recommending the reappointment of
Directors at the Companys AGM, and
include consideration of the Director’s
performance, contribution and commitment
to the Board and its Committees.
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Corporate governance
Board diversity
It is the Boards policy that appointments
to the Board will always bebased solely
on merit without any discrimination
relating to age, gender or any other
matter that has no bearing on an
individual’s ability to fulfil the role of
Director. This principle of Board diversity
is strongly supported by the Board,
recognising that diversity of thought,
approach and experience is animportant
consideration as part of theselection
criteria used to assess candidates to
achieve a balanced Board. While the
Board is mindful of the targets as set out
by the FCA’s Listing Rules, in respect of
2023, the Board has not met the targets
inListing Rule 9.8.6(9) that at least 40%
ofthe Board should be female, one senior
position should be held by a women, and
that there should be a Director from a
minority ethnic background.
The Board promotes an open, honest and
inclusive culture in Board and Committee
meetings, during which all Directors are
encouraged to share their views based
ontheir own different experiences
andbackgrounds. The Board remains
confident that it currently has the right
balance of backgrounds, skills and
experience to fulfil the Company’s
strategy. The Board continues to support
diversity of thought and ensures
appropriate challenge, interpretation,
andinteractions between members.
The disclosures required under Listing
Rule 9.8.6 are set out on page 130 of the
Directors’ report.
The charts below set out the demographic
information of the Board and the gender
diversity of the Board, CLT, the direct
reports to the CLT and Company-wide
employees.
Diversity overview
Male 75%
Female 25%
Male 87.5%
Female 12.5%
Male 67.2%
Female 32.2%
Non-binary 0.6%
Male 52%
Female 48%
Gender diversity
CLT
1
Gender diversity Board Gender diversity
Company-wide
Gender diversity
– CLT direct reports
Executive
Chairman 12.5%
Executive Director 37.5%
Independent
Director 50%
3–4 years 37.5%
56 years 37.5%
6–7 years 25%
40–49 25%
50–59 37.5%
6069 37.5%
Board composition Board tenure Age of the Board
1. Alfa gender balance is captured through voluntary and confidential self-disclosure.
The CLT composition data excludes the three Executive Directors who are part of the CLT.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
90
Composition, succession and evaluation continued
We promote an open and
inclusive culture in Board and
Committee meetings, where
all Directors are encouraged
to share their views and where
theirviews are considered,
without bias or discrimination.
Chris Sullivan,
Nomination Committee Chair
Meetings held during 2023
Member
since
Meetings
attended
2023
Chris Sullivan 2019 2/2
Steve Breach 2019 2/2
Adrian
Chamberlain 2020 2/2
Charlotte de Metz 2020 2/2
Andrew Page 2017 2/2
The full Terms of Reference for the
Committee are reviewed annually
andcan be found at:
www.alfasystems.com/investors/
governance.
Committee purpose and
responsibilities
The Committee is accountable for
reviewing the structure, size, and
composition of the Board, and ensuring
that the Board and its Committees have
the most suitable balance of skills,
knowledge, and experience, taking
account of each individual Director’s time
commitment. The Committee ensures
that formal, rigorous, and transparent
procedures are in place for Board
appointments and that plans are in place
for orderly succession planning to Board
positions. It oversees the recruitment
process and advises the Board on the
identification, assessment, and selection
of candidates; drives the diversity, equity,
and inclusion agenda; and confirms that
all appointments are made on merit
against objective criteria.
The Committee also provides oversight
onsuccession planning activities of
seniormanagement. The Committee
isresponsible for ensuring that a
comprehensive induction programme is
delivered on the appointment of a new
Non-Executive Director and leads the
annual evaluation process of the Board.
Introduction
On behalf of the Board, I am pleased
topresent our Nomination Committee
Report for 2023, which summarises our
key activities during the year.
During 2023, the Committee continued to
recognise the importance of building an
experienced, effective and open Board
working together with the Company
Leadership Team (CLT) to achieve Alfa’s
strategic objectives. The Committee
ensures that the Board and the CLT have
the right balance of skills, knowledge
andexperience to both discharge
theirresponsibilities and to respond
appropriately to emerging challenges
andopportunities. With this in mind,
theCommittee continued its succession
planning for the Board, Executive
Directors and CLT, and considered Alfa’s
approach to the development of the
widertalent pipeline and, in particular,
keysenior management.
The Committee acknowledges the
importance that growing talent internally
plays in the Companys diversity
ambitions. Directors are encouraged to
contribute to the development of a
diverse range of future leaders. The
Committee increased its focus on the
talent management and development of
all Alfa employees.
I, as Chair of the Nomination Committee,
have overseen and extensively reviewed
the composition of the Board and the
Directors’ relevant skills and experience,
to ensure that we have the right balance
to fulfil the Company’s strategy. We
recognise that an optimal board of
directors should reflect a diverse range of
views, insights, perspectives and opinions,
which facilitates constructive discussion
and enables enhanced decision making
and effectiveness, and we believe that the
current Alfa Board epitomises these
principles. We promote an open and
inclusive culture in Board and Committee
meetings, where all Directors are
encouraged to share their views and
where theirviews are all considered,
without bias or discrimination.
The Committee and Board as a whole is
mindful that the composition does not
currently meet the requirements of the
FCA’s diversity rules. For this reason, it
pays particular attention in its oversight
of employee engagement to ensure there
are no cultural or structural barriers
forwomen and ethnic and other under-
represented groups. It is satisfied that the
Company continues to promote diversity,
equity and inclusion, and it expects to see
an increasingly diverse talent pipeline that
will feed into its workforce with more
people from minority groups.
Chris Sullivan
Nomination Committee Chair
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Nomination Committee Report
1 2 3 4 5 6 7 8
Environmental and
sustainability
Financial
Governance and
riskmanagement
Human resources and
talentmanagement
International business
Operational
Strategy development
andimplementation
Technology and
cybersecurity
Committee role and
membership
The Committee comprises the Executive
Chairman and the Non-Executive
Directors, and is chaired by Chris Sullivan,
the Senior Independent Director. The
Nomination Committee is responsible for
ensuring the composition and structure
ofthe Board remains effective, balanced
and optimally suited to the Company’s
strategic priorities. In practice, this
involves overseeing the nomination,
induction, evaluation and orderly
succession of Directors. This is achieved
through effective succession planning, the
identification and development of internal
talent, and a clear understanding of the
competencies and capabilities required
tosupport the delivery of Alfa’s strategy.
TheCommittee also ensures the
Company’s governance structure
facilitates the appointment and
development of effective management
that can deliver shareholder value over
the long term.
The Committee’s performance was
reviewed as part of the2023 internal
Board and Committee effectiveness
review, which is detailed on page 89.
Theevaluation established that the
Committee functions well in terms of
planning succession to Board roles,
Company Leadership Team and the
futuretalent pipeline.
Skills and experience
During 2023, the Committee reviewed
thebalance of skills and experience
ofthe Board. For Non-Executive
Directors,independence in thought
and judgement is vital to facilitating
constructive and challenging debate
inthe boardroom andis essential to
the operational effectiveness of the
Alfa Board and its Committees.
TheBoard is satisfied that it has the
appropriate range of skills, experience,
independence and knowledge of the
Company to enable it to effectively
discharge its duties and
responsibilities.
The Directors completed a self-
capability assessment, which supports
our ongoing succession planning
work.The output is shown in the
matrix below.
The chart below demonstrates the skills
and experience of the Board members:
For professional ongoing development,
the Board receives presentations
relevant to the Companys business
and updates on any changes to
markets, or regulations, which may
affect the Company’s operations.
The Company Secretary supplies all
Directors with information on relevant
corporate governance and best
practice. As part of their annual
performance evaluation, Directors
aregiven the opportunity to discuss
training and development needs.
Additional training isavailable on
request, where appropriate, so that
Directors can update their skills
andknowledge as applicable. The
Committee is confident that Board
members have the knowledge,
abilityand experience to perform
thefunctions required of a Director
ofa listed company.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
92
Nomination Committee Report continued
Succession planning
The Committee keeps under review the
leadership needs of the organisation, and
both the Executive and Non-Executive
Directors, with a view to ensuring the
continued ability of the organisation to
compete effectively in the marketplace.
The Committee undertakes comprehensive
reviews of the leadership needs of the
Company, to ensure the continued ability
of the organisation to compete effectively
in the marketplace, and keeps informed
ofthe strategic issues and commercial
challenges affecting the Company and
themarket in which it operates.
In addition, the widertalent and
succession programmes remained akey
focus of the Committee during the year. It
evaluated the succession plans forthe CLT
and the senior management structure,
and reviewed employees identified by
management as having the potential to
develop in the longer term into future
leaders of the business, taking into
account future challenges and
opportunities. The Committee has
ensured that there are plans in place for
short and medium-term succession for
the Board and CLT.
The Committee considers the implications
of the requirements relating to the
development of a diverse pipeline for
succession for the Board and the CLT
contained within the 2018 Code.
Discussions were held about initiatives
taken to increase the diversity in the
hiring process, including drawing on NEDs
experience in other organisations of
attracting diverse talent.
Diversity, equity and inclusion
The Company is committed to increasing
diversity across our operations and has
awide range of activities to support the
development and promotion of talented
individuals, regardless of factors such as
gender, age, ethnicity, disability, sexuality
and religious belief.
The Board and the Committee believe
that diversity is a wider topic than simply
gender. In order to achieve the Group’s
future growth aspirations, Alfaremains
committed to buildinga pipeline of
diverse talent andregularly reviewing HR
processes, including recruitment and
performance management frameworks.
The Committee will take into account a
variety of factors before recommending
any new appointments to the Board,
including relevant skills to perform the
role, experience, knowledge and diversity.
Alfaendeavours to achieve appropriate
diversity, including gender diversity,
throughout the Company. It is part of the
Committee’s remit when making new
Board appointments to consider the
importance of diversity on the Board,
including gender and ethnicity. This is
considered in conjunction with experience
and qualifications in relation to the
balance of the Board and its Committees.
The Committee acknowledges that it does
not have a formal Board diversity policy in
place in accordance with DTR 7.2.8AR. As a
Board, we believe firmly in the principle of
appointing Directors based on merit, skill
and expertise, regardless of demographic
factors. We believe that emphasising
merit-based appointments fosters an
environment of fairness, transparency,
and accountability, where each Director is
selected for their ability to contribute
meaningfully to the Company’s success.
This ensures that the Board is highly
competent, well-rounded, and capable of
making informed decisions in the best
interest of all stakeholders. While we do
not subscribe to quotas as a means of
achieving diversity, we remain committed
to promoting inclusivity and diversity
through proactive initiatives, recruitment
practices, and fostering an inclusive
culture within the Company.
The Committee acknowledges that the
Board does not meet the targets set by
the FTSE Women Leaders Review, nor
thetarget set by the Parker Review with
regard to ethnic diversity at Board level.
We continue to cultivate a Board, which
emphases diversity of thought, to ensure
that there is appropriate challenge,
interpretation, and interactions to reflect
a greater variation in approaches to
problems and unique perspectives.
Wepromote an open and inclusive
culturein Board and Committee
meetings, where all Directors are
encouraged to share their views and
where their views are all considered,
without bias or discrimination. Dataon
these targets in the required standardised
form can be found in the Directors’ report
on page 130. The Committee considered
the gender balance of the CLT and its
direct reports, and received information
on these from the Chief People Officer
ona regular basis.
The Alfa Inclusion and Diversity Charter
sets out our pledge to eliminate
discrimination of any kind in our
organisation. The aim is for our
employees to be truly representative of
allsections ofsociety and our customers,
and for everyone to feel respected and
able to give their best. In 2023, we
launched our first-ever Diversity, Equity
and Inclusion employee survey, seeking
feedback from colleagues on how we’re
doing and seeking suggestions for areas
to work on. Some great ideas were
submitted and, in 2024, we will enhance
our DEI plans to incorporate some of the
themes raised, including a focus on raising
awareness of parents within our network
and some of the challenges they might
face, as well as looking at voluntary
diversity pay gap reporting and many
more initiatives.
Alfa continues to work to build a more
inclusive workplace at all levels of the
Company. The Committee supports the
diversity, equity and inclusion and
initiatives set by the Company, and
recognises that the Company is evolving
in this space. Recruitment is continually
reviewed to ensure equality during
theprocess.
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Appointment of Directors
There is a formal, rigorous and
transparent procedure for the
appointment of new Directors under
which the Committee is responsible
forleading this process and making
recommendations to the Board. The
search process for new Non-Executive
Directors is to appoint an external search
firm to secure a strong and diverse list of
candidates. A shortlist of candidates is
shared with the Committee, meetings are
scheduled and then, once the candidates
have been identified, confirmation is
provided of the time commitment
required and the disclosure of any other
business interests is requested from the
candidates. If discussions relate tothe
appointment of a Chairman, then Chris
Sullivan, as Senior Independent Director,
will lead the recruitment process. When
the Committee has found a suitable
candidate, the Chair of the Committee
willmake a proposal to the Board,
whichretains responsibility for all such
appointments. The Committee, on behalf
of the Board, regularly assesses the
balance of Executive and Non-Executive
Directors, and the composition of the
Board in terms of skills, experience,
diversity and capacity.
Induction and ongoing
professional development
To ensure that each Director receives
appropriate support on joining the Board,
there is a comprehensive and tailored
induction programme, including the
provision of background material on the
Company and briefings with relevant CLT
members. The induction programme will
continue to be reviewed and updated on
aregular basis.
External directorships
All Directors are required to request
approval from the Board before accepting
any new external directorships. The Board
will consider the time commitment
required for the role under review and
any potential conflict of interest. There
were no new public appointments in
relation to the Directors during 2023.
The Board believes, in principle, in the
benefit of Executive Directors accepting
Non-Executive Directorships of other
companies in order to widen their skills
and knowledge for the benefit of the
Company. All such appointments require
the prior approval of the Board and the
number of public company appointments
is limited to one.
Conflicts of interest
andindependence
The Board operates a policy to identify
and, where appropriate, manage any
potential conflicts of interest that
Directors may have. It is the role of the
Committee to monitor and determine
actions to address any potential, or actual,
conflicts that may arise. The Committee
reviews all potential conflicts of interest
on an annual basis and when new
Directors are formally appointed. No new
conflicts of interest were noted in the year
and to the date of this Annual Report.
On behalf of the Board, the Committee
reviewed the independence of each
Non-Executive Director and is satisfied
that all Non-Executive Directors, including
the Chair, remain independent under
thedefinition in the Code. Furthermore,
the Committee is satisfied that each of
theNon-Executive Directors commits
sufficient time to meet their Board
responsibilities. All Directors are required
to submit an annual declaration of
conflicts of interest and to declare any
new conflicts as they arise. The Board
delegates to the Committee the
responsibility for reviewing the
procedures for assessing, managing and,
where appropriate, recommending the
approval of any conflicts of interest to the
Board. The Committee reported to the
Board that the current procedures are
appropriate and that they have operated
effectively during the year.
The Committee is satisfied that the
external commitments of the Board’s
Chairman and members do not
conflictwith their duties as Directors
ofthe Company.
Election and re-election
ofDirectors
The re-election of Directors is subject to
their continuing commitment to Board
activities and satisfactory performance.
All Directors will stand for re-election
annually in accordance with the provision
of the 2018 Code. Following discussion
ofthe skills and contribution of each
Director, and in conjunction with the
Board performance evaluation, the
Committee supports the proposed
re-election of all Directors standing for
re-election at the AGM in 2024. The
Committee has confirmed to the Board
that the contributions made by the
Directors offering themselves for
re-election at the 2024 AGM continue to
benefit the Board and the members are
invited to support their re-election.
Non-Executive Directors are appointed
initially for three years and Non-Executive
Directors may, subject to Board approval,
remain in office for a period of up to six
years, or two terms in office, with
discretion for the Board to extend the
term for one further three-year term,
toamaximum of nine years.
Chris Sullivan
Chair, Nomination Committee
13 March 2024
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
94
Nomination Committee Report continued
Principal activities in 2023
Reviewed the 2022 year-end financial
statements and Annual Report.
Reviewed the half-year financial
resultsand trading updates.
Approved the Company’s risk
management framework, risk
appetiteand risk register.
Reviewed key findings from 2023
internal audits and considered the
2024internal audit plan.
Review of information and cyber security.
Review of the company’s insurance
arrangements.
Tax compliance status review.
Reviewed Internal and External
Auditeffectiveness.
Considered key accounting matters.
Areas of focus for 2024
Continue to monitor legislative and
regulatory changes that may impact
thework of the Committee.
Continue with oversight of internal
audit activities and findings.
Continue oversight of the Company’s
risk management framework.
Monitor the continued progressive
enhancements to Alfas systems and
internal controls across all key functions
of the business.
Dear shareholders,
I am pleased to present our Audit and Risk
Committee Report for the year ended
31 December 2023. The Report explains
the work of the Committee during the
year, as well as setting out expected key
areas of focus for 2024.
The Committee has an annual work
planlinked to the Companys financial
reporting cycle, which ensures that it
considers all matters delegated to it
bythe Board.
We have continued to review and
challenge the assumptions and
judgements made by management in
thepreparation of published financial
information and to oversee the internal
control environment, including
oversightof the external and internal
audit processes. Throughout the year,
theCommittee’s primary focus was to
maintain the integrity and transparency
of the Company’s internal and external
financial reporting. We continued to
spend time assessing the application
ofIFRS 15 ‘Revenue from Contracts
withCustomers’, alongside careful
consideration of the Company’s risk
management framework, internal controls
and management information systems.
The Company continued to make strong
progress during the year, incrementally
improving the efficacy andefficiency of its
governance and control frameworks, and
further enhancing insightful management
information across its business.
Alongside core financial controls, Alfa’s
cyber and information security resilience
is critical. The Committee has continued
to pay close attention to management’s
work to enhance Alfa’s cyber security
control environment.
Committee members’ skills and
experience are set out on pages 78 to79.
The Board is satisfied that the Committee
meets the requirement tohave recent and
relevant financial experience, and that,
asa whole, its members have experience
of the auto andequipment finance
andenterprise software sector and
corporate governance.
As a result of its work during the year,
theCommittee has concluded that it
hasacted in accordance with its Terms
ofReference.
Steve Breach
Chair of the Audit and
RiskCommittee
Supporting progressive growth
with a measured control
environment.
Steve Breach, Chair of the
AuditandRisk Committee
Meetings held during 2023
Member
since
Meetings
attended
2023
Steve Breach
(Chair) 2019 4/4
Adrian
Chamberlain 2020 4/4
Charlotte de Metz 2020 4/4
Chris Sullivan 2019 4/4
The Committee’s members are all
independent Non-Executive Directors.
The full Terms of Reference for the
Committee are reviewed annually
andcan be found at:
www.alfasystems.com/investors/
governance.
95
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Corporate governance
Audit and Risk Committee Report
Key responsibilities of
theCommittee
The Board has delegated to the
Committee responsibility for overseeing
financial reporting, the review and
assessment of the effectiveness of the
internal control and risk management
systems, and maintaining an appropriate
relationship with the external auditor.
The Committee has adopted Terms of
Reference, which are available to view
atwww.alfasystems.com/investors/
governance. The Terms of Reference
provided the framework for the
Committee’s work in the year and key
responsibilities of the Committee are
summarised as follows:
Overseeing the relationship with the
Company’s external auditor, monitoring
its effectiveness and independence,
andmaking recommendations to the
Board in respect of its remuneration,
appointment and removal. The
Committee also reviews the findings
from the external auditor, including
discussion of significant accounting
andaudit judgements, levels of errors
identified and overall effectiveness of
the audit process.
Reviewing the financial statements of
the Company, including its annual and
half-yearly reports and, if applicable, any
other formal announcements relating to
its financial performance. The Committee
will also consider significant financial
reporting issues, accounting policies and
key areas of judgement or estimation.
This review also includes consideration
of the clarity and completeness of
disclosures of the information presented
in the financial statements.
Overseeing the accounting principles,
policies and practices adopted by
theCompany.
Monitoring and reviewing internal
auditactivities, reports and findings.
Reviewing the effectiveness of the
Companys system of internal financial
controls and internal control systems.
Advising the Board on the Company’s
risk strategy, risk policies and current
and emerging risk exposures, including
the oversight of the overall risk
management framework and systems.
Assessing the adequacy and security
ofthe Companys arrangements for its
employees and contractors to raise
concerns, in confidence, about possible
wrongdoing in financial reporting or
other matters and to ensure
proportionate and independent
investigation of such matters.
Making recommendations to the Board
as it deems appropriate on any area
within its remit where action or
improvement is required.
Providing advice on whether the Annual
Report and Accounts, taken as a whole,
is fair, balanced and understandable.
Reporting to the Board on how it has
discharged its responsibilities.
Developing and implementing policy on
the engagement of the external auditor
to supply non-audit services.
Meetings
During the year, the Committee met four
times and met privately with the external
auditor once. The Committee operates to
a forward agenda linked to the financial
calendar which ensures that the
responsibilities and duties of the
Committee are discharged in accordance
with the Terms of Reference and the
requirements of the UK Corporate
Governance Code.
In addition to the Committee members,
by invitation, the meetings of the
Committee may be attended by the CFO.
The Chairman of the Board, CEO and COO
may also attend meetings. The Company’s
external auditor and the internal audit
services provider are also present at all
Committee meetings, to ensure full
communication of matters as they
relateto their respective responsibilities.
At theend of each Committee meeting,
Committee members have the
opportunity to meet with the external
auditor (and, where appropriate, the
internal auditor) for a private discussion
regarding the audit process and
relationship with management.
The Chair of the Committee holds regular
meetings with the external auditor, which
has an opportunity to discuss matters
with the Committee without management
being present, and also with the CFO (who
has responsibility and custody of the
internal audit function).
Meetings of the Committee are scheduled
close to the end of the half and full year,
as well as before the publication of the
associated half-year and full-year financial
reports, so as to ensure the Committee is
informed fully, on a timely basis, on areas
of significant risks and judgement. The
Board has confirmed that it is satisfied
that Committee members possess an
appropriate level of independence and
depth of financial and commercial
expertise. For the year ended
31 December 2023, Steve Breach, the
Chair of the Committee, was determined
by the Board as having recent and
relevant financial experience.
The Committee is satisfied that it receives
sufficient information and has access to
relevant and timely management
personnel to allow the Committee
members to engage in an informed
debate during Committee meetings
andto fulfil its responsibilities.
Significant financial
reportingjudgements
As part of its monitoring of the integrity of
the financial statements, the Committee
reviews whether suitable accounting
policies have been adopted and whether
management has made appropriate
estimates and judgements and seeks
support from the external auditor to
assess them. The Committee considered
the following significant judgements, and
other areas of audit focus in respect of the
financial statements for the six months
ended 30 June 2023 and year ended
31 December 2023.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
96
Audit and Risk Committee Report continued
These areas have been identified as being significant by virtue of their materiality or being accounting items which are new for
thecurrent financial year or the level of judgement and/or estimation involved. In order to ensure the approaches taken were
appropriate, the Committee considered reports from both management and the external auditor. The Committee challenged
judgements and sought clarification where necessary. The Committee received a report from the external auditor on the work
ithadperformed to arrive at its conclusions and discussed in detail all material findings contained within the report.
Area of focus Assessment Review of the Committee
Conclusion/
Actiontaken
Revenue
recognition
The Group’s operations include
complex software implementation
programmes and service activities.
The delivery of these contracts
typically extends over more than
one reporting period, and often
the original project plans are
amended as the implementation
programme progresses.
Inaddition, from time to time,
theCompany is entitled to
one-offlicence income uplifts
orchangesto maintenance
incomeentitlements. Contract
modifications also occur from
timeto time.
In recognising customised licence
revenue, management must apply
a number of judgements to
allocate the overall transaction
price across the multiple
performance obligations that have
been identified within these
projects. Estimates are applied in
this assessment for example when
assessing the standalone
sellingprice.
In advance of the half-year and full-year
results, the Committee received reports
from management that outlined the key
judgements that were likely to be
required to be included in the results.
These reports were reviewed and the
key points within them, including key
sources of estimation uncertainty, were
discussed, with the external auditor
commenting where relevant.
As part of the process of approving the
issuing of the half-year and full-year
results, these reports were updated
andissued by management to the
Committee with management’s final
positions documented. These were
considered carefully by the Committee
in conjunction with input from the
external auditor.
The Committee agreed
with the revenue
judgements and key
sources of estimation
uncertainty adopted by
management.
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Corporate governance
Area of focus Assessment Review of the Committee
Conclusion/
Actiontaken
Development
costs
The Group continues to invest
inthe development of the Alfa
Systems product. The majority
ofdevelopment effort is
undertaken in partnership
withcustomers andtherefore
isspecific to that implementation
or customer’s process.
Judgement is required to assess
whether any development is
substantially new in either design
or functionality, and whether it
would be commercially viable in
the open market. Therefore,
management assesses the
likelihood of capitalisation of
suchcosts prior to initiation of
theinvestment project and also
performs regular assessments of
the development work that has
been undertaken to determine if it
meets the criteria set out in IAS38
for capitalisation.
The Committee reviewed reports from
management detailing the costs that
had been identified as appropriate
forcapitalisation.
The Committee noted
thatthe amounts being
capitalised remained
relatively modest
compared with the
totalexpenditure on the
product during the period.
The Committee concurred
with managements
approach on the amounts
to be capitalised in both
the half-year and full-
yearresults.
Goodwill and
carrying value
of investments
The Group has goodwill on its
balance sheet and the Company
holds investment in subsidiaries.
These need to be reviewed
annually to assess whether the
recoverable amount exceeds the
book value and, in the case of
investment in subsidiaries, also
tosee if a previous impairment
should be reversed.
The Committee reviewed and
challenged management’s
impairmentassessment.
The Committee agreed
that no impairment was
required in the current
year for both goodwill and
the carrying value of the
investment in subsidiaries.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
98
Audit and Risk Committee Report continued
Area of focus Assessment Review of the Committee
Conclusion/
Actiontaken
Going concern
and Viability
statement
The Directors must satisfy
themselves regarding the Group’s
long-term viability and confirm
that they have a reasonable
expectation that the Group will
continue to operate and meet its
liabilities as they fall due for the
foreseeable future.
The Committee reviewed
management’s budget and forecasts,
including an overview of the
assumptions made in the preparation
of the base case supporting the going
concern and Viability statement. This
included the Group’s 2024 budget and
also plans for 2025 and 2026.
The Committee discussed and
challenged the budget and
forecastsbefore agreeing with the
reasonableness of the three-year period.
The Committee assessed this in light of
the principal risks and uncertainties as
disclosed on pages 36 to 44 in the
Strategic report.
The Committee discussed and
challenged the downside scenarios
modelled as part of the Viability
statement as disclosed on pages 45 to
47 in the Strategic report, the funding
headroom available, the feasibility of
mitigating actions, the dividend policy,
and the speed of implementation of any
cost-saving measures following future
management decision making.
The Committee noted the 2018 Code
requirement for the Directors to state
whether they consider it appropriate
toadopt the going concern basis of
accounting for a period of at least 12
months from the date of approval of
the 2023 financial statements.
Following this evaluation
and analysis, the
Committee was satisfied
with the judgements made
and that the continued use
of the going concern basis
was appropriate, and the
Viability statement was
prepared appropriately.
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Corporate governance
Fair, balanced and
understandable
The Committee has undertaken a careful
review to ensure that the Annual Report is
fair, balanced and understandable’ and
provides the necessary information for
shareholders to assess the Company’s
consolidated position, performance,
business model and strategy, in line
withthe requirements ofthe 2018 Code.
The Committee members were consulted
at various stages during the drafting
process and provided input at the
planning stage, as well as having the
opportunity to review the Annual Report
as a whole and discuss, prior to the March
2024 Committee meeting, any areas
requiring additional clarity or better
balance in the messaging. In forming its
opinion and recommendation to the
Board in respect of the above matters,
theCommittee assessed the following:
A qualitative review of disclosures
andareview of internal consistency
throughout the Annual Report
andAccounts;
A review by the Committee of all
material matters, as reported
elsewhere in this Annual Report
andAccounts;
Disclosures in relation to the Task Force
on Climate-related Financial Disclosures
(TCFD);
A risk comparison review, which
assesses the consistency of the
presentation of risks and significant
judgements throughout the main areas
of risk disclosure in this Annual Report
and Accounts;
A review of the balance of good and bad
news; and
Ensuring it correctly reflects:
the Company’s position and
performance as described on
pages144 to 183;
the Company’s business model, as
described on pages 14 to 15; and
the Company’s strategy, as described
on pages 16 to 25.
On the basis of this work, together with
the views expressed by the external
auditor, the Committee recommended,
and in turn the Board confirmed, that it
could make the required statement that
the Annual Report is ‘fair, balanced and
understandable.
Risk management
The Board has overall responsibility
fordetermining the nature and extent
ofits principal and emerging risks and
theextent of Alfa’s risk appetite, and
formonitoring and reviewing the
effectiveness of the Company’s systems of
risk management and internal control.
Further details of the risk management
objectives and process are on pages 32 to
35. The principal risks and uncertainties
facing the Company are addressed in the
Strategic report in the table on pages 36 to
45. The Board hasdelegated to the
Committee the responsibility for
monitoring the effectiveness of the
systems of risk management.
Internal control
The Board determines the objectives
andbroad policies of the Company and
meets regularly, when a set schedule of
matters which are required to be brought
to it for decision is discussed. Overall
management of the Company’s risk
appetite, its tolerance to risk and
discussion of key aspects of execution
ofthe Companys strategy remain the
responsibility of the Board. The Board
hasdelegated to the Audit and Risk
Committee the responsibility for
overseeing the system of internal
controlsto ensure these are appropriate
to the business environments in which
theCompany operates.
Key elements of this system include
thefollowing:
A clearly defined organisation structure
for monitoring the conduct and
operations of the business.
Clear delegation of authority
throughout the Company, starting with
the matters reserved for the Board.
A formal process for ensuring that key
risks affecting operations across the
Company are identified and assessed
on a regular basis, together with the
controls in place to mitigate those risks.
Risk consideration is embedded in
decision making processes at all
levelsand the most significant risks
areperiodically reviewed by the Board.
Therisk process is reviewed by the
Audit and Risk Committee.
The preparation and review of the
annual budget.
The monthly reporting of actual results
and their review against the budget,
forecasts and the previous year,
withexplanations obtained for all
significant variances.
Controls in respect of financial
reporting and the production of the
consolidated financial statements are
well established. Group accounting
policies are consistently applied, and
review and reconciliation controls
operate effectively.
The Finance Manual which outlines key
control procedures and policies to apply
throughout the Company and Group.
This includes clearly defined policies
and escalating authorisation levels for
all procurement activity including
capital expenditure and investment.
During 2023, the Board, through the
Committee, has continued to monitor the
Companys risk management and internal
control, and it has also reviewed their
effectiveness. Throughout 2023, Alfa’s
financial, operational and compliance
controls continued to operate as
intended.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
100
Audit and Risk Committee Report continued
Internal audit
The Audit and Risk Committee supports
the Board in fulfilling its responsibilities
toreview the activities, resources,
organisational structure and operational
effectiveness of the internal audit
activities. Following discussion with the
Committee Chair and the CFO, BDO LLP
presents its internal audit plan for approval
to the Committee at the start of each new
financial year and provides an update and
further plans at the mid-year stage.
The Committee monitored and reviewed
the scope, extent and effectiveness of
theinternal audit plan in line with the
Companys key risks and strategy. Internal
audit is a standing agenda item at each
Committee meeting and BDO LLP presents
an update on audit activities, theprogress
of the audit plans and the outcomes of all
audits with action plans to address any
issues. Activities of the internal audit
during 2023 included the following areas
of focus:
Compensation approach
Pricing
Financial Controls – Treasury
Cyber security – follow-up
Talent Development, succession
planning and performance
management
Follow-up on prior recommendations.
The Committee performed an
effectiveness review of internal
auditduring the year.
As part of this review referenced above,
and considering management’s opinion,
the Committee was satisfied that the
internal audit function remains effective
and fit for purpose.
External audit
The Committee oversees the Company’s
relationship with, and the performance
of,the external auditor. This includes
responsibility for monitoring its
independence, objectivity and compliance
with ethical and regulatory requirements.
The Committee is the primary contact
with the external auditor. The Committee
also has responsibility for approving the
nature of non-audit services which the
external auditor may or may not be
allowed to provide to the Company and
the fees paid for these services (subject
tode minimis levels).
Independence and
performance of the
externalauditor
The Committee is responsible for
reviewing the independence of the
Companys external auditor, RSM,
agreeing the terms of engagement
andthe scope of its audit.
RSM has a policy of partner rotation,
which complies with regulatory standards,
and RSM operates a peer review process
for its engagements, to ensure that its
independence is maintained. The
Committee reviewed a report from
theexternal auditor describing its
arrangements to identify, report and
manage any conflicts of interest.
Maintaining an independent relationship
with the Company’s external auditor is a
critical part of assessing the effectiveness
of the audit process. The Board has
approved a policy which is intended
tomaintain the independence and
objectivity of the external auditor. The
policy, which was updated in the year,
governs the provision of audit, audit-
related services and non-audit services
provided by the auditor. Committee
approval is required for any service with
an expected cost in excess of £10,000.
During 2023, the external auditor
confirmed to the Committee that it did
not provide any non-audit or additional
services other than for the half-year
review that could lead to its objectivity
and independence being compromised
onbehalf of the Company.
Details of audit, audit-related fees and
non-audit fees are included in note 9 to
the consolidated financial statements.
The Committee notes that audit partner
rotation every five years facilitates
independence and objectivity within the
External Audit team. The current External
Audit Engagement Partner is Graham
Ricketts, who was appointed to lead the
audit in July 2020. The Committee is
satisfied with the performance and
effectiveness of RSM as external auditor,
taking into account the Committee’s
ownassessment and feedback. The
Committee has concluded that RSM
displays the necessary attributes of
independence and objectivity.
Assessment of the
auditprocess
The scope of the external audit is formally
documented by the auditor. It discusses
the draft plan with management before
itis referred to the Committee, which
reviews its suitability and holds further
discussions with management and the
auditor before final approval. The
Committee has reviewed the quality of
the audit plan and related reports for
the2023 audit and is satisfied with the
quality of these documents.
The Committee discussed the quality of
the half-year review and audit work since
RSM’s appointment and considered the
performance of the external auditor,
taking into account feedback from various
stakeholders across the business and
theCommittee’s own assessment. The
evaluation focused on: robustness of
theaudit process; quality of delivery;
reporting; and people and services. The
Committee reviewed the independence
ofthe external auditor and concluded
thatit complies with UK regulatory and
professional requirements and that its
objectivity is not compromised.
10 1
Financial statements Other information
Strategic report
Corporate governance
The Committee does not intend to put
theexternal audit out to tender in the
coming financial year as the appointment
of RSM occurred in 2020 and therefore
the Company has complied with the
Competitions and Markets Authority
requirement in relation to audit tenders
every 10 years. The Committee will
continue to keep this under review as
partof its review of effectiveness of the
external auditor.
Going concern and
Viabilitystatements
The Committee reviewed the updated
wording of the Company’s longer-term
Viability statement, set out on pages 45
to47. To do this, the Committee ensured
that the financial model used was
consistent with the approved three-year
plan and that scenario and sensitivity
testing aligned clearly with the principal
risks of the Company. Committee
members challenged the underlying
assumptions used and reviewed the
results of the detailed work performed.
The Committee was satisfied that the
analysis supporting the Viability
statement had been prepared on an
appropriate basis. The Committee also
reviewed the going concern statement,
set out on page 31 and confirmed its
satisfaction with the testing methodology.
Assessment of the
effectiveness of the Committee
The Committee’s effectiveness in respect of
2023 was evaluated as described on page
89. The key issues that were identified in the
Committee evaluation were discussed by
the Committee to ensure these were
adequately addressedand the Chair
provided an update where appropriate.
Focus for 2024
In 2024, as well as the regular cycle of
matters that the Committee schedules for
consideration each year, the Committee
will continue to monitor legislation and
regulatory changes, including those that
affect the audit market that may impact
the work of the Committee. The
Committee will also continue with
oversight of internal audit activities
andfindings as well as monitoring the
continued progressive enhancements
toAlfa’s systems and internal controls.
Steve Breach
Chair, Audit and Risk Committee
13 March 2024
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
102
Audit and Risk Committee Report continued
Principal activities in 2023
Reviewing remuneration of the
Executive Directors and members
ofthe Company Leadership Team
(including salary, benefits and
variableincentives).
Reviewing and approving the
performance outturns against the
financial and non-financial measures
forthe 2022 Annual Bonus, and
approving pay-outs.
Reviewing and approving the 2023
Long-Term Incentive Plan proposal
andgrant.
Reviewing and approving the 2023
annual bonus framework and
measures, and award opportunities.
Approving the 2022 Directors
Remuneration Report, including the
Gender Pay Gap report and CEO
payratio.
Overseeing employee share plans,
including the UK (ShareSave) and
US(ESPP).
Reviewing the Terms of Reference.
Introduction
On behalf of the Remuneration
Committee, I am pleased to present
ourRemuneration Committee Report
for2023, which summarises our key
activities during the year. This year, the
Committee’s focus was on reviewing the
current Directors’ Remuneration Policy in
line with the Group’s long-term business
strategy. In this Report, I have set out
information on the business context and
the wider operating environment, details
of executive remuneration outcomes in
2023, the intended implementation of
thePolicy for 2024 and the key focus
areas for the Committee during 2023.
Our performance
During 2023, Alfa performed strongly
both operationally and financially. During
the year, the Board upgraded estimates to
shareholders and with continuing strong
cash generation, this enabled us to pay
two special dividends along with a final
dividend to shareholders.
Further detail on our overall performance
during 2023 is set out in the CEOs review
on pages 8 to 11 and the CFOs Financial
review on pages 28 to 31.
Our people
During 2023, the Committee undertook
areview of remuneration and related
policies for the wider workforce and
deemed that remuneration for Executive
Directors is aligned to the wider
workforce. This was achieved by applying
consistent pay principles across the entire
workforce, and application of the annual
pay review process consistently across
allemployees.
The Committee receives updates from
theGroup’s Chief People Officer on our
People strategy and talent management,
which provides valuable input into the
Committee’s decision making around
Executive Director remuneration. We are
pleased with the continued progress
made during the year in these important
areas and I look forward to further
development in the future.
Our Directors’ Remuneration
Policy is designed to deliver
balanced outcomes for our
stakeholders, driving long-term
sustainable performance for the
benefit of all our stakeholders.
Adrian Chamberlain,
Chair, Remuneration Committee
Meetings held during 2023
Member
since
Meetings
attended
2023
Adrian
Chamberlain 2020 4/4
Steve Breach 2019 4/4
Charlotte de Metz 2020 4/4
Chris Sullivan 2019 4/4
The full Terms of Reference for
theCommittee can be found at:
www.alfasystems.com/investors/
governance.
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Corporate governance
Remuneration Committee Report
Shaping our Directors’
RemunerationPolicy
In line with the normal three-year cycle,
Alfa’s Directors’ Remuneration Policy
(the‘Policy) will be presented
toshareholders at the 2024 AGM. In
advance of this, the Committee reviewed
the current Policy and its implementation
to ensure itremains fit for purpose and
aligned to Alfa’s strategic intentions. This
review considered Alfa’s strategy and the
views and expectations of our employees,
shareholders and other stakeholders.
Following this review, a consultation
process was undertaken with our largest
shareholders and wider shareholder
bodies, to discuss our current Policy and
the changes we were considering to the
revised Policy. It was evident that
Shareholders were comfortable with the
existing Policy, and were supportive of the
enhancements proposed in the new
Policy, the details of which, are outlined
on page 106.
Our revised Policy is designed todeliver
balanced outcomes for ourstakeholders,
driving long-term sustainable
performance for the benefit of all of our
stakeholders: employees, investors,
customers, communities and society,
regulators and government. In overseeing
remuneration outcomes, theCommittee
ensures that performance is assessed in
the round and over time through
stakeholder lenses.
All variable remuneration will continue
tobe subject to appropriately stretching
performance targets, which areset to
reflect the risk appetite of the business
with a focus on delivery of long-term
sustainable performance.
Incorporating ESG into the
incentive framework
The Committee is aware that many
stakeholders now expect ESG to be
formally reflected in executive
remuneration, particularly in relation to
climate change. The Company has used
external expertise to assess its own
environmental impact across Scopes 1
and 2 emissions, as well as its total
footprint including Scope 3. The outcome
of that work has been to clearly set out
that the business has limited Scope 1 and
2 emissions, with Scope 3 emissions
representing 99.5% of its total emissions,
where the Group has more limited ability
to influence them. The Group has
committed to setting a target for its Scope
1 and 2 emissions, and also Scope 1, 2 and
3. The Committee supports Alfa’s
commitment to net-zero, as we continue
to improve our data and disclosures to
align with our sustainability goals. Further
details can be found in the ESG, Planet
section on pages 66 and 67. The
Committee believes that ESG measures
within remuneration should beclearly
tied to strategy, and while climate issues
are clearly an important part of our
governance framework and an area of
focus for the wider Company and other
stakeholders, they are notcurrently a core
driver for strategic success. There are
other areas within our ESG framework
which are directly linked with strategy: if
the Group has an engaged and motivated
workforce, and satisfied customers, that
will underpin the achievement of its
strategy. The Committee believes the
inclusion of the employee engagement
score and a number of diversity initiatives
will ensure that we continue to attract and
retain the best talent are much more
important strategic metrics.
As we develop our ESG framework, we
have set longer-term targets and will
lookto set interim shorter term targets
inrelation to our net-zero ambitions
andincorporate these into our
variableincentives.
2023 incentive outcomes
As a result of Alfa’s continued strong
performance, the Committee approved
annual bonus payments for Duncan
Magrath and Matthew White in respect
of2023. In reaching this decision, the
Committee considered the formulaic
outcome against the targets set at the
start of the year, and the broader
underlying performance of the Company.
In accordance with the Remuneration
Policy, 50% of the bonus earned by
Duncan Magrath and Matthew White will
be paid in cash, and the remaining 50%,
after the deduction of tax, will be deferred
in Alfa shares for three years.
With regard to the Group’s longer-term
Incentives, performance conditions
attached to Long-Term Incentive Plan
(LTIP) awards made on 30 April 2021 were
tested to 31 December 2023. The award is
based equally on growth in EPS and Total
Shareholder Return (TSR). TSR over the
three-year period was 69.6%, which
ranked Alfa at the 70th percentile against
its benchmark. Diluted EPS for 2023 of
7.9p exceeded the maximum target of
7.6p. Accordingly, 91.95% of the award will
vest in April 2024, and will be subject to a
mandatory two-year holding period.
Further details, including the value of
these awards, are included on pages 111
to 115. The Committee is satisfied that
overall pay outcomes in respect of the
year ended 31 December 2023 are
appropriate and reflect Alfa’s strong
financial and operational performance,
and the experience of all key stakeholder
groups. The annual bonus outcome for
the year reflects strong financial
performance in 2023, while vesting of the
awards granted under the 2021 LTIP
reflects long-term, strong performance
for shareholders during the period. The
Committee has therefore not exercised
any discretion in relation to its
assessment of the outcome of the
variable pay schemes, or to overall
remuneration levels this year.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
104
Remuneration Committee Report continued
2024 annual bonus
The 2024 annual bonus will operate on a
similar basis as last year, and will include
revised ESG measures. Maximum
opportunities are 125% of salary for the
CFO and COO, with half of any amounts
earned deferred in shares for three years.
As we move forward, the Committee
willkeep under review the options to
broaden our ESG targets to include
othermeasures which are aligned to
ourstrategy. For the 2024 bonus, the ESG
measure will consist of two elements. The
first element will continue to assess
overall employee engagement. The
introduction of a new second measure will
assess a number of diversity initiatives,
and achievement will be evaluated based
on the overall progress of these initiatives.
Webelieve any metric usedshould be
quantifiable, measurable and ideally
externally comparable. As our
benchmarking and measurement of
thesemetrics matures, we will also
consider whether environmental targets
should be included in our annual bonus
scheme, our Long-Term Incentive Plan,
orboth.
2024 – Looking ahead
We have undertaken our annual review
ofthe Executive salaries and awarded
a1.8% salary increase to the CFO and
COO (effective 1 January 2024). From
2023, the Company car scheme was
disbanded for the wider workforce, to
promote the use of low emission vehicles
or other forms of transport. For
employees who were eligible to receive a
car cash allowance this was rolled into
salary from 1 January 2023. In order to
align the Executive Directors salary with
the wider workforce, the Committee
approved that the Company car cash
allowance of £6,000 would be rolled into
salary with effect as of 1 January 2024.
As stated in the 2021 Remuneration
Report, the Chairman and CEO requested
that the Committee approve their
proposal to reduce their salaries to the
legal minimum level, and waive their
rights to an annual bonus or LTIP. Both the
Chairman and CEO are significant
shareholders in the Company and
expressed a desire to align their future
remuneration with those of the other
shareholders. The proposal was accepted
and the salaries for the Chairman and
CEO continue to be aligned to the London
Living Wage.
UK Corporate Governance Code
When making decisions relating to
remuneration, the Committee continues
to be mindful of the guidance in the UK
Corporate Governance Code around
clarity, simplicity, risk, predictability,
proportionality and alignment to culture.
As detailed in this report, the Committee
takes various steps to ensure that the
approach to remuneration is consistent
with these principles, although we will
always use discretion to deliver the right
outcome for the business where we deem
that appropriate. The Committee will
continue to monitor market
developments throughout 2024 and will
consider how any emerging trends may
affect Alfa. This will include working
closely with the Board to understand if
and how to evolve the role for ESG targets
in our executive incentives to drive our
priorities in this area. I will be happy to
answer any questions you may have at
the upcoming AGM.
Adrian Chamberlain
Chair of the Remuneration
Committee
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Corporate governance
The Alfa Directors’ Remuneration Policy (the ‘Policy) is subject to a binding shareholder vote at the Alfa AGM to be held on 1 May
2024 and, if approved, will apply from this date. It is intended that the Policy will apply for a period ofupto three years and will need
to be re-approved at the 2027 AGM at the latest. The Policy was reviewed and approved by the Remuneration Committee. As part of
the process, the views of our larger shareholders and other shareholder advisory bodies were sought. In addition, the thoughts of
other Board members, management and external advisors were considered.
Changes from the current Policy
The key changes between this Policy and the policy which was approved by shareholders at the Alfa 2021 AGM are as follows:
Salary – Any increase in Executive Directors’ salaries will generally be no higher in percentage terms than for the broader
employeepopulation.
Company Share Options Plan – There is no intention to incentivise Executive Directors with a CSOP award. Removed from the
2024Policy.
Post-employment shareholding requirements – Directors are required to continue to hold their shareholding requirement or,
iftheir level of shareholding is below the requirement, their actual holdings, for a period of two years.
Any other changes in wording or presentation are considered to be immaterial to the operation of the Policy.
Fixed elements of remuneration for Executive Directors
Salary
Purpose and link
tostrategy
To attract, retain and motivate Executive Directors of the calibre required to deliver the Company’s strategy and drive
business performance.
Operation Base salaries will be reviewed at least annually, and assessed, taking into account the scope and requirements of the role,
experience of the incumbent and the total remuneration package. Any increases will typically be effective from 1January.
Account will also be taken of the performance of the business, the salary increases awarded to the wider employee
population, and remuneration arrangements in other listed companies of comparable scale andsector.
Maximum
opportunity
There is no overall maximum for, or increase to, salary levels. Any increase in Executive Director salaries will generally
beno higher inpercentage terms than that for the broader employee population. Inappropriate circumstances, the
Committee may award increases outside thisrange.
These may include:
A change in role and/or responsibilities;
Performance and/or development in the role of the Executive Director; and
A significant change in theCompany’s size, composition and/or complexity.
In addition, where an Executive Director has been appointed to the Board at a starting salary which is lower than the
typical market rate, larger increases may beawarded as their experience develops, ifthe Committee considers such
increases to be appropriate.
Performance Personal performance will be taken into consideration when determining any salary increases.
Benefits
Purpose and link
tostrategy
To provide market competitive benefits which help to recruit and retain high-calibre Executive Directors.
Operation The Committee’s policy is to provide Executive Directors with competitive levels of benefits, taking into consideration
thebenefits provided to Alfa’s employees and those offered by its peers. Benefits are in line with those for the broader
workforce and currently include (but are not limited to) private medical insurance for individual and family, (if applicable);
anddeath-in service life assurance. The Company may award additional benefits where the Committee considers it
appropriate (e.g. travel, accommodation and subsistence allowances). These may include national and international
relocation benefits such as (but not limited to) accommodation, family relocation support and travel in line with our
policyfor other employees in similar situations.
Maximum
opportunity
Given that the cost of benefits depends on the Executive Director’s individual circumstances, there is no prescribed
maximum monetary value.
The cost of the benefits provision will be reviewed by the Committee on a periodic basis to ensure it remains appropriate.
Other payments such as legal fees or outplacement costs may be paid if it is considered appropriate.
Performance There are no performance conditions.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
106
Remuneration Committee Report continued
Directors’ Remuneration Policy
Pension
Purpose and link
tostrategy
To encourage and assist with responsible, secure retirement provisions, thereby facilitating the recruitment of high-calibre
Executive Directors to deliver the Company’s strategy.
Operation May be provided by way of contribution into a Company pension scheme or a cash supplement in lieu of pension
contributions into this scheme (or such other arrangement the Committee determines has the same economic effect).
Maximum
opportunity
The maximum Company contribution for Executive Directors will not exceed the contribution (as a percentage of salary)
available to the broader employee population (currently 6% of salary).
Performance There are no performance conditions.
Variable elements of remuneration for Executive Directors
Annual bonus and Deferred Bonus Share Plan (DBSP)
Purpose and link
tostrategy
Incentivises and rewards the achievement of annual financial and non-financial objectives integral to the Company’sstrategy.
The part deferral of earned bonus into shares provides alignment with shareholders’ long-term interests.
Operation The Committee will set the performance measures and their weighting, and targets annually to reflect the key financial
and non-financial priorities forthe business in the relevant year.
Annual bonus outcomes will be determined by the Committee, and the Committee may use its discretion at the end of
theperformance period to adjust the final bonus outcome if it considers that the outcome does not reflect the underlying
performance of the business during the year, or if it considers the payment is not appropriate in the context of unforeseen,
unexpected or exceptional circumstances.
Where exercised, the rationale for this discretion will be fully disclosed to shareholders in the relevant Annual Report.
Not less than 50% of any bonus will normally be satisfied by way of an award of shares under theDBSP.
Deferred shares will be subject to a three year holding period from the date of the award, but no further performance
conditions will apply. Directors may sell sufficient shares to satisfy the respective tax liability but must retain the net
number of shares until theend of this three yearperiod.
Malus and clawback provisions will apply (see explanatory notes).
Maximum
opportunity
The maximum bonus opportunity may be up to 150% of salary for the Executive Directors for each financial year. On-target
performance will typically pay out up to 50% of the maximum opportunity.
Full details on the annual bonus for Executive Directors will be set out in the Annual Report on Remuneration in respect
ofthe relevant year.
Performance Performance measures will comprise a combination of financial and non-financial objectives, and the measures may vary
from year to year. At least half of the annual bonus will be based on financial measures. The non-financial performance
measures may include acombination of strategic and/or personal objectives.
Further details on, and the rationale for, the measures used in the annual bonus will be disclosed in the relevant Annual
Report (and the targets set will normally be disclosed retrospectively, subject to these being considered not to be
commercially sensitive).
Long-Term Incentive Plan (LTIP)
Purpose and link
tostrategy
Incentivises and rewards the achievement of the Company’s long-term strategic objectives for the business, through the
use of share-based awards. Encourages long-term shareholdings to retain Executive Directors and provide alignment with
shareholders’ interests.
Operation Awards granted under the LTIP vest subject to the achievement of applicable performance conditions measured over at
least athree-year period. LTIPs may be made as conditional share awards or in other forms (e.g. nil cost options) if it is
considered appropriate.
The Committee may use its discretion at the end of the performance period to adjust the final vesting outcomes if it
considers that the formulaic outcome does not reflect the underlying performance of thebusiness during the
performance period, or if it considers the payment is not appropriate in the context of unforeseen, unexpected or
exceptional circumstances. Where exercised, the rationale for this discretion will be fully disclosed to shareholders in
therelevant Annual Report.
Awards that vest are subject toa further two-year holding period after the vesting date. Directors may sell sufficient
shares to satisfy the respective tax liability but must retain the net number of shares until the end of this two-year period.
The Committee retains the discretion to allow dividends to accrue over the vesting period in respect of any awards that
vest (see explanatory notes).
Maximum
opportunity
The maximum value of shares (at grant) which can be made under an award to an individual in respect of afinancial year is
150% of salary.
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Performance Performance measures willbe determined by the Committee at the time of making each award to ensure alignment with
the long-term success of the business.
The performance conditions may include, but are not limited to, market measures, financial measures, and strategic
long-term objectives.
For performance between threshold and maximum, awards vest on a straight-line basis. 100% of an award will vest for
maximum performance and typically 25% will vest at threshold.
All-employee share plans
Purpose and link
tostrategy
All-employee share plans are designed to encourage share ownership across the wider workforce.
Operation Executive Directors are eligibleto participate in any all-employee share plan, onidentical terms to other participants.
Inthe case ofUK tax qualifying plans, these will be operated in line with HMRC guidance.
Maximum
opportunity
Participation in any approved all-employee share plans will be subject to the same limits as for other eligible employees and,
in the case of any UK tax qualifying plan, willbe subject to the maximum limits permitted by the relevant tax legislation.
Performance The Committee may apply conditions to participation in all-employee share plans, which will apply to allemployees.
Shareholding requirement
Purpose and link
tostrategy
To drive long-term, sustainable decision making for the benefit of the Company and our shareholders.
Operation The Executive Directors arerequired to build up a shareholding equivalent to 200% of salary to align with thelong-term
interests of shareholders. Until the requirement is met, 50% of anyshare awards vesting (after any sales to cover tax
liabilities) should be retained.
Maximum
opportunity
Executive Directors are required to hold shares equivalent to 200% of their salary in value.
Post-employment, Executive Directors will normally be expected tomaintain a minimum shareholding of 200% of
salary(oractual shareholding if lower) for two years. The Committee retains discretion to waive this guideline if
itisnotconsidered to be appropriate in the specificcircumstance.
Performance There are no performance conditions.
Non-Executive Director remuneration
Fees paid to the Non-Executive Directors
Purpose and link
tostrategy
Fees are set at a level to reflect the amount of time and level of involvement required in order to carry out duties as
members of the Board and its Committees, and to attract and retain Non-Executive Directors of the highest calibre
withrelevant commercial and other experience.
Operation Fees for Non-Executive Directors will be determined by the Chairman and the Executive Directors.
Additional fees are payable for acting as Senior Independent Director, Committee Chairs, or for undertaking other duties.
Fee levels will be reviewed (though not necessarily increased) annually and set with reference to the time commitment and
responsibility of the position as well as taking into consideration market data for roles in other companies of a similar size
and complexity.
Benefits appropriate to the rolemay be provided. The Non-Executive Directors will have the benefit of a qualifying third
party indemnity from the Company and appropriate Directors’ and Officers’ liabilityinsurance. Travel and reasonable
expenses incurred (including any tax gross-up) in the course of performing their duties may be paid by the Company
orreimbursed.
Maximum
opportunity
Details of the current feelevels for the Non-Executive Directors are set out in the Annual Report on Remuneration. There
isno prescribed maximum annual increase. Total fees will notexceed the maximum amount provided in the Companys
Articles of Association.
Performance There are no performance conditions.
Prior arrangements
The Committee reserves the right to make any remuneration payments and/or payments for loss of office (including exercising any
discretions available to it in connection with such payments) notwithstanding that they are not in line with the Policy set out above
where the terms of the payment were agreed at a time when the relevant individual (or other person to whom this Policy applies)
wasnot a Director of the Company and, in the opinion of the Committee, the payment was not in consideration for the individual
becoming a Director of the Company. For these purposes, ‘payments’ includes the Committee satisfying awards of variable
remuneration and, in relation to an award over shares, the terms of the payment are ‘agreed’ at the time the award is granted.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
108
Remuneration Committee Report
Directors’ Remuneration Policy continued
Selection of performanceconditions
For the annual bonus, the Committee believes that a mix of financial and non-financial targets is most appropriate for the Company.
Strategic and personal objectives may be included where appropriate to ensure delivery of key business milestones. The Committee
will determine the measures and weightings each year, based on the key financial and strategic priorities for the Company.
Performance under the LTIP will typically be based on a combination of market and non-market measures. This is so that the
Committee can assess the Company’s performance with reference to a mix of underlying financial and stock market performance,
and encourages a focus on long-term financial growth as well as returns to shareholders. The Committee will keep the measures
andweightings under review prior to the start of each cycle to ensure that these remain effective in driving the Executive Directors
todeliver long-term success.
Explanatory notes
Awards under any of the Companys share plans referred to in this report may:
a. Be granted as conditional share awards or nil cost options or in such other form that the Committee determines has the same
economic effect;
b. Have any performance conditions applicable to them amended or substituted by the Committee if an event occurs which causes
the Committee to determine an amended or substituted performance condition would be more appropriate and not materially
less difficult to satisfy;
c. Incorporate the right to receive an amount (in cash or additional shares) equal to the value of dividends which would have been
paid on the shares under an award that vests up to the time of vesting (or where the award is subject to a holding period, time of
release). This amount may be calculated assuming that the dividends have been reinvested in the Companys shares on a
cumulative basis;
d. Be settled in cash at the Committee’s discretion – although the Committee has no intention to cash settle any Executive Directors
awards and would do so only in exceptional circumstances (such as where there was a regulatory restriction on the delivery of
shares) or to settle tax liabilities arising in connection with the acquisition of shares; and
e. Be adjusted in the event of any variation of the Company’s share capital or any demerger, delisting, special dividend or other event
that may affect the Companys share price.
Discretion, malus andclawback
Our incentive plans provide the Committee with discretion in respect of vesting outcomes that affect the actual level of reward
payable to individuals. Such discretion would only be used in exceptional circumstances and, if exercised, the rationale for this
discretion will be fully disclosed to shareholders in the relevant Annual Report.
Variable pay awards may be made subject to adjustment events. At the discretion of the Committee, an award may be adjusted
before delivery (malus) or reclaimed after delivery (clawback) if an adjustment event occurs.
Malus will apply to awards under the DBSP and LTIP. Clawback will apply to all vested awards under the DBSP and LTIP and the part of
the annual bonus which is paid in cash. These provisions may be invoked at the Committee’s discretion at any time within three years
of the payment of cash bonuses and six years of the grant of DBSP and LTIP awards.
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The Committee has the discretion to invoke these provisions in the following circumstances:
Where there is a material misstatement of any Company financial results;
Where an error in assessing performance conditions is discovered;
Where there is misconduct on the part of the individual; and
Where a material failure of risk management by the Company is identified, or in the event of serious reputational damage
totheCompany.
Shareholding requirement
The Executive Directors are required to build up a shareholding equal to at least 200% of salary, to align with the long-term interests
of shareholders. Until the requirement is met, 50% of any share awards vesting (after any sales to cover tax liabilities) should be
retained. In order to generate alignment with shareholders beyond departure and to drive risk-conscious stewardship, a post-
cessation shareholding requirement will be placed on Executive Directors. The post-cessation requirement relates to those awards
awarded through incentive schemes by the Company. Executive Directors will typically be required to maintain a shareholding equal
to the lower of their in-post guideline and their actual holding, for two years.
Approach to recruitment remuneration
The Committee will seek to align a new Executive Director’s remuneration package with the Policy as set out in the Policy table. When
determining a remuneration package for a new appointment, the Committee will take into consideration the size and scope of the
role, the skills and expertise of the candidate, the external market rate for acandidate of that experience, as well as the importance
of securing the preferred candidate. Benefits will be limited to those outlined in the Policy, with relocation assistance provided where
appropriate. Awards under the LTIP that may be awarded to a new Executive Director will not exceed 200% of salary and the bonus
opportunity will not exceed 150% ofsalary. Special consideration may be given in the event that incentives accrued at a previous
employer are due to be forfeited on the candidate’s leaving that company, in which case the Committee retains the discretion to
grant awards with vesting on a comparable basis to the likely vesting of the previous employers award; any such award is excluded
from the maximum value of incentives referred to above. For internal candidates, long-term incentive awards granted in respect of
the prior role would be allowed to vest according to their original terms. For the appointment of a new Chairman or Non-Executive
Director, the fee would be set in accordance with the approved Policy in force at that time. The length of service and notice periods
would be set at the discretion of the Board, taking into account market practice, corporate governance considerations and the skills
and experience of the particular candidate at that time.
Service contracts and appointment letters
The service contracts of the Chairman and the Executive Directors do not have a specific duration but can be terminated by not less
than six months’ notice in the case of the Chairman and the COO and by not less than 12 months’ notice for the CEO and CFO by
either party. Under the service contracts, the Executive Directors are entitled to a salary (reviewed annually), pension contribution
and benefits, in addition to reimbursement of reasonable expenses incurred by them in the performance of their duties.
The service contracts for Executive Directors make no provision for termination payments, other than for payment in lieu of salary.
The Non-Executive Directors’ appointments are for a fixed term of three years and are subject to annual re-election by shareholders.
Under their letters of appointment, their appointment is terminable by either party on three months’ written notice except where the
Non-Executive Director is not reappointed by shareholders, in which case termination is with immediate effect. The Non-Executive
Directors are entitled to the reimbursement of reasonable business expenses.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
110
Remuneration Committee Report
Directors’ Remuneration Policy continued
2024 single figure outcomes
Andrew Page (£000)
100%
100%
100%
£27
£27
£27
100%
£27
Maximum
+ 50% share
price growth
Maximum
Target
Fixed pay
Andrew Denton (£000)
£31
£31
£31
£31
100%
100%
100%
100%
Maximum
+ 50% share
price growth
Maximum
Target
Fixed pay
Duncan Magrath (£000)
49%28%23%
39%33%28%
18%30%
52%
£1,371
£1,146
£620
100%
£320
Fixed pay
Target
Maximum
Maximum
+ 50% share
price growth
Matthew White (£000)
13%
£922
£802
£470
£259
39%33%28%
30%38%32%
32%55%
100%
Maximum
+ 50% share
price growth
Maximum
Target
Fixed pay
Illustrations of potential remuneration outcomes 2024
The following charts illustrate the remuneration that could be received by each of the Executive Directors for varying levels of
performance in 2024. The charts are based on the following assumptions:
Pay scenario Purpose and link to strategy
Maximum +50%
share price growth
Assumes 100% pay-out under the annual bonus
Assumes 100% pay-out under the LTIP plus 50% share price growth
Maximum Assumes 100% pay-out under the annual bonus
Assumes 100% pay-out under the LTIP
On-target Assumes 50% pay-out under the annual bonus
Assumes 25% pay-out under the LTIP (aligned with threshold performance)
Minimum Fixed elements of remuneration only – base salary, benefits and pension
Termination of office
If the employment of an Executive
Director is terminated, any compensation
payable will be determined by reference
to the terms of the service contract in
force at the time. As variable pay awards
are not contractual, treatment of these
awards are determined by the relevant
rules. The Committee may structure any
compensation payments beyond the
contractual notice provisions in the contract
in such a way as it deems appropriate.
The Company may at its discretion make
termination payments in lieu of notice
and contractual benefits. The service
agreements for the CEO, CFO and COO
allow for garden leave during their notice
period. The appointment letters for the
Non-Executive Directors provide that no
compensation is payable on termination.
The Committee has a policy framework
for payments for loss of office by an
Executive Director, in relation to the
service contract and incentive pay
through the annual bonus and LTIP,
whichis summarised on page 112.
Fixed Bonus LTIP
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Corporate governance
Category A
Voluntary resignation and
terminationfor cause
Category B
Agreed terms
Category C
Death or cessation by reason of ill-health,
disability, injury or redundancy
Tax advantaged
Schemes
Unvested options will lapse and
savings will be returned on
cessation of employment.
Vested options not exercised will
also lapse if the Executive Director’s
employment is terminated for cause.
Treatment will normally
fall between A and C,
subject to the discretion
of the Committee, the
terms of any termination
agreement and the
reasons for the Executive
Director’s departure.
Options can be exercised immediately, or up to six
months of savings can be made before exercising
options. The Committee may determine that the options
should be exercised at the time the individual ceases
employment and be released at that time or should be
released at some other time after cessation and before
the original release date. If the participant dies, options
will normally vest at the time of their death on the same
basis as for other good leavers. Vested options may be
exercised at any time within the six months after the
date of cessation, after which they will lapse.
Fixed pay Paid only until employment ceases. Paid for the notice period. Paid only until employment ceases or for notice
perioddepending on thereason for cessation.
Annual
bonus
There is no contractual entitlement to
payments under the annual bonus.
Bonuses delivered in shares
represent the bonus the Executive
Director has already earned and
carry no further performance
conditions. Awards will normally be
released in accordance to the usual
schedule, unless the Committee
determines that awards should be
released at the time the individual
ceases employment. Awards will
normally be released in full unless
the Committee determines
otherwise.
Treatment will normally
fall between A and C,
subject to thediscretion
of theCommittee, the
termsof any termination
agreement and the
reasons for the Executive
Director’s departure.
Cessation during the financial year or after the financial
year end, but before payment date, may result in bonus
being payable (pro-rated forthe proportion of the
financial year worked unless the Committee determines
otherwise). Such bonuses may be settled wholly in cash.
Bonuses delivered in shares represent the bonus the
Executive Director has already earned and carry no
further performance conditions. Awards will normally
be released in accordance to the usual schedule, unless
the Committee determines that awards should be
released at the time the individual ceases employment.
Awards will normally be released in full unless the
Committee determines otherwise. If the participant
dies, awards will normally be released at the time of
their death on the same basis as for other good leavers.
LTIP awards Unvested awards will lapse on
cessation of employment. Vested
awards subject to a holding period
will also lapse if the Executive
Director’s employment is
terminated forcause.
Treatment will normally
fall between A and C,
subject to the discretion
of the Committee,
theterms of any
termination agreement
and the reasons for
theExecutive
Director’sdeparture.
Awards will normally vest and be released at the usual
time. However, theCommittee may determine that
awards should vest at the time the individual ceases
employment and be released at that time or should
bereleased at some other time after cessation and
before the ordinary release date – such as following the
end of the performance period in the case of an award
to which a holding period would otherwise apply. The
extent of vesting will take into account the extent to
which the relevant performance conditions have been
met. Awards are usually scaled back pro-rata to take
account of the proportion of the original performance
period that has elapsed when the individual leaves (but
with the Committee having discretion not to scale back
or to reduce the scaleback). If the participant dies,
awards will normally vest at the time of their death on
the same basis as for other good leavers. Vested awards
subject to a holding period will be released from that
holding period at the usual time, unless the Committee
determines the holding period should end when the
individual leaves employment.
Other
payment
None. Possible disbursements
such as legal costs and
outplacement services.
Possible disbursements such as legal costs and
outplacement services.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
112
Remuneration Committee Report
Directors’ Remuneration Policy continued
Change of control policy
In the event of a change of control of the Company, the LTIP awards will vest to the extent determined by the Committee taking into
account the extent that the Committee determines that the performance conditions have been satisfied and, unless the Committee
determines otherwise, the proportion of the performance period that has elapsed. DBSP awards will normally be released in full,
unless the Committee determines otherwise. Alternatively, the Committee may permit an Executive Director to exchange their
awards for equivalent awards over shares in a different company. If the change of control is an internal reorganisation of the
Company, Executive Directors will ordinarily be required to exchange their awards (rather than awards vesting), and the Committee
may also require the exchange of awards in other circumstances, as it considers appropriate. If other corporate events occur such
asa winding-up of the Company, demerger, delisting, special dividend or other event which, in the opinion of the Committee, may
materially affect the current or future value of the Company’s shares, the Committee may determine that awards will vest on the
same basis as set out above for a change of control.
Consideration of shareholderviews
The Committee consulted with the Company’s largest shareholders prior to finalising this Policy. The Committee will continue to
monitor shareholder views when setting future executive remuneration strategy and will consult with shareholders prior to any
significant changes to the Policy. The Committee takes full account of the guidelines of investor bodies and shareholder views
indetermining the remuneration arrangements in operation within theCompany.
Consideration of employment conditions elsewhere in the Company
The Committee takes into account the payand employment conditions of the wider employee population across the Company when
setting Executive Director remuneration, and considered this as context when reviewing the Policy. Whilethe Committee has not
consulted employees directly on the Remuneration Policy for Executive Directors, the Committee is made aware of information such
as workforce demographics, diversity initiatives, training programmes, engagement levels and cultural initiatives, as well as the
remuneration principles and policies that apply to the wider workforce. It is expected that future salary increases for Executive
Directors will be ordinarily no greater in percentage terms than those awarded to the general employee population, except in
exceptional circumstances.
Members of the Company Leadership Team are invited to participate in the LTIP,in order for there to be alignment between the
objectives of the Executive Directors and senior management. Wealso continue to encourage employees to become investors in
theCompany byretaining legacy share awards and through its all-employee share schemes.
External appointments
Executive Directors may hold external directorships if the Board determines thatsuch appointments do not cause anyconflict of
interest. Where such appointments are approved and held, it is a matter for the Board to agree whether fees paid in respect of the
appointment are retained by the individual or paid to the Company.
11 3
Financial statements Other information
Strategic report
Corporate governance
Alignment of Remuneration Policy with the 2018 UK Corporate Governance Code
Governance in practice
The Remuneration Committee is committed to good corporate governance and as such takes into account a broad range of factors
when determining its Directors’ Remuneration Policy. The Committee considered both legal and regulatory requirements,
associated guidance, and the views of shareholders and their representative bodies. Below is an outline of how the Committee
works to ensure the principles of Provision 40 of the 2018 UK Corporate Governance Code are met.
Clarity
Remuneration arrangements should
betransparent and promote effective
engagement with shareholders and
theworkforce.
Alfa is committed to clear and transparent reporting and communication with
itsstakeholders. The Committee actively engages with our shareholders on key
decisions and Policy matters, when required.
The Alfa Remuneration Policy is aligned with longer-term shareholder interests
andstructured to promote the Group’s financial and strategic priorities.
Simplicity
Remuneration structures should avoid
complexity and their rationale and
operation should be easy to understand.
Alfa’s approach to its remuneration framework focuses on simplicity. The framework
comprises three core elements to remuneration:
Fixed pay. This element comprises base pay, taxable benefits and pension.
Short-term incentives. This element relates to an annual performance-related
bonus which incentivises delivery against both financial and non-financial measures.
In total, 50% of any bonus earned is paid in cash with 50% deferred into shares.
Long-term incentives. This element relates to longer-term value creation through
theLTIP.
Risk
Remuneration arrangements should ensure
that reputational and other risks from
excessive rewards, and behavioural risks
that can arise from target-based incentives
plans are identified and mitigated.
The remuneration arrangements are split between short-term and long-term rewards
coupled with holding periods, deferred elements, and malus and clawback provisions
to drive the right behaviours to incentivise the Executive Directors to deliver long-
term sustainability of the business and shareholder returns.
As a wider control, malus and clawback provisions apply to all participants of our long-term
incentive plans. The Remuneration Committee retains discretion to override formulaic
outcomes where these are not considered reflective of underlying performance.
Predictability
The range of possible values of rewards
to individual Directors and any other
limits or discretions should be identified
and explained at the time of approving
the Policy.
The Remuneration Policy sets out scenario charts illustrating base pay, short-term
incentives and longer-term incentive outcomes under threshold, target and maximum
performance scenarios.
Proportionality
The link between individual awards,
thedelivery of strategy and the long-
term performance of the Company
should be clear. Outcomes should
notreward poor performance.
The Committee assesses performance against a range of financial and non-financial
measures linked to our business strategy.
The Committee has the ability to override formulaic calculations and apply discretion.
The Committee regularly reviews pay policies for the wider workforce and is mindful
of this when setting remuneration for Executive Directors.
Alignment to culture
Incentive schemes should drive
behaviours consistent with Company
purpose, values and strategy.
These should include consideration of performance metrics, governance
requirements and engagement with stakeholders.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
114
Remuneration Committee Report continued
Alignment of Remuneration Policy
This section of the Directors’ Remuneration Report sets out the remuneration earned in 2023 and the proposed remuneration
for2024, and will be subject to an advisory vote at the 2024 AGM. The following sections on pages 115 to 125 have been audited:
Single figure remuneration, Long-Term Incentive Plan – awards vesting in the year, Pension entitlements, Payments for loss ofOffice,
Payments to past Directors and Statement of Directors’ Shareholdings and Scheme interests.
Single total figure of remuneration
The audited table below sets out the aggregate emoluments earned by the Directors of the Company during 1 January 2023
to31 December 2023 and for comparison, the amounts earned during the period 1 January 2022 to 31 December 2022.
£’000s
Salary
andfees Benefits
2
Pension
3
Total fixed
remuneration
Annual
bonus
4
Long-term
incentives
5
Total variable
pay
Total figure
remuneration
Executive Directors
Andrew Page
1
2023 25 1 26 26
2022 23 5 28 28
Andrew Denton
1
2023 25 3 28 28
2022 23 4 27 27
Duncan Magrath 2023 289 13 17 319 147 420 567 886
2022 275 13 16 304 265 1,201 1,412 1,770
Matthew White 2023 231 14 14 259 121 224 345 604
2022 220 14 13 247 171 480 630 898
Non-Executive Directors
Chris Sullivan 2023 65 65 65
2022 65 65 65
Steve Breach 2023 65 65 65
2022 65 65 65
Adrian
Chamberlain
2023 65 65 65
2022 65 65 65
Charlotte
deMetz
2023 55 55 55
2022 55 55 55
1. From 2022 Andrew Page and Andrew Denton received reduced salaries, which were set at the London living wage.
2. Benefits for Executive Directors corresponds to the taxable value of benefits receivable during the relevant financial year and principally include
Company car allowance (or cash equivalent), life assurance, travel insurance and private medical insurance.
3. Pension – Andrew Page and Andrew Denton have opted out of the pension scheme. Duncan Magrath and Matthew White receive a cash payment
inlieu of a pension contribution.
4. Annual bonus – corresponds to the amount earned in respect of the relevant financial year. For the CFO and COO, the values disclosed in the table
above include the gross value of the amount of bonus deferred into shares.
5. The 2022 LTIP figure: the value of the award has been restated using the share price at the date of vesting. The 2023 figure: relates to 91.95% of the
2021 LTIP awards which will vest on 29 April 2024 following the achievement of the TSR and EPS targets for the three-year period ended
31 December 2023. The value of these awards has been calculated using the three-month average share price to 31 December 2023 of 1.55p.
All-employee workforce remuneration at Alfa
The Committee takes into consideration the reward, incentives and conditions available to colleagues when consideringthe
remuneration of Executive Directors and senior management. Our remuneration principles are consistent for allouremployees. The
key difference in our executive remuneration, compared to the approach to remuneration across our workforce, is that remuneration
for our Executive Directors is more heavily weighted towards variable pay and linked to the delivering of strategic objectives.
115
Financial statements Other information
Strategic report
Corporate governance
Annual Report on Remuneration 2023
Approach to remuneration across Alfa
Salary Set considering market rates, roles, skills, experience, and individual performance. Alfa continues
toreview salaries Company-wide to ensure that we remain a competitive employer within the
localmarket.
Allowances and benefits Alfa provides a number of financial benefits and allowances, including travel insurance, life
assurance, smart working allowance and Company loan scheme.
Pension Alfa offers employees access to a Self Invested Personal Pension, in which Alfa will match employee
contributions up to 6%.
Annual incentives Alfa operates a discretionary profit share bonus scheme which reflects the Alfa ethos that we are all
striving towards the same goal and share in the profits of the Company.
Long-term incentives Senior grades participate in a long-term incentive arrangement, with both performance shares and
restricted shares, recognising the markets in which we compete for talent. At other levels, awards
are typically made in restricted shares only.
During the year, the Committee received reports from the Chief People Officer on pay and conditions across Alfa, and on
therecruitment and retention experience. We took these into account when determining executive remuneration. We have
established channels in place to inform our colleagues and help them understand how executive remuneration and wider pay
policies are aligned, although we continue to develop how best to engage with employees. Further detail on Alfa’s approach to
employee engagement is provided on page 52.
Rewarding our people and wider workforce engagement
Alfa’s approach to all-employee reward is focused on providing a competitive package to attract, retain and incentivise our
employees to deliver for our customers, business and shareholders. Salaries for Executive Directors, senior managers and the rest
ofthe workforce are all determined with reference to the same factors such as technical expertise, experience and performance,
andincreases across these populations are reviewed to ensure they are broadly aligned. The Committee also took an active role
indetermining rewards for the Company Leadership Team. Further information on key initiatives for our people and what makes
Alfaunique can be found in the People section on pages 52 to 66. In addition to a competitive salary, all employees receive the
opportunity to earn a performance-related bonus, private medical care, matched contribution pension and death-in-service life
assurance. The Company Leadership Team and certain employees are eligible to participate in long-term incentive schemes. During
the review of the Directors’ Remuneration Policy, the Committee sought input from the Executive Directors, ensuring that any
conflict of interest was suitably mitigated. It was concluded that the existing model of base salary; annual bonus; and a three-year
LTIP with a two-year holding period was well understood by the business, supported Alfa’s culture and continued to be appropriate
to drive business performance going forward.
Context to remuneration decisions
The Committees decision-making this year has taken into account a range of internal and external factors including the Committees
responsibility for reviewing remuneration and related policies for employees throughout the Group. This ensures we take the reward,
incentives and conditions available to colleagues into account when considering the remuneration of Executive Directors and senior
management. The business acted in line with the section 172 governance guidelines while continuing to deliver exceptional results
for shareholders. In particular, the Committee was mindful that: (i) During the year the Board upgraded estimates to shareholders
and the continuing strong cash generation enabled the payment of two special dividends along with the regular dividend to
shareholders; and (ii) The business has continued to take appropriate actions to support our colleagues and neutralise the impact on
business performance of the effects of the macroeconomic climate and continued uncertainty surrounding the impact of, in
particular, the rise of interest rates, inflation and increasing energy costs.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
116
Remuneration Committee Report continued
Base salary
The Committee determined that the salary increase for the CFO, Duncan Magrath, and COO, Matthew White, for the period from
1 January 2023 would be 5%. The Chairman, Andrew Page, and CEO, Andrew Denton, continued to receive the legal minimum salary
requirement, which reflected the London Living Wage.
2023 annual bonus
The 2023 annual bonus performance measures were selected to reflect the Company’s annual and long-term objectives and its
financial and strategic priorities, as appropriate. Performance targets are set to be stretching, taking into account a range of
reference points, including the Company’s budget and third party analyst forecasts, as well as the Group’s strategic priorities.
Duncan Magrath and Matthew White both participated in the 2023 annual bonus (which combines a cash award and conditional
deferred shares award). The Executive Chairman and CEO have waived their entitlement to a bonus for the 2023 performance year.
In respect of the annual bonus, the targets were weighted towards financial metrics, with 75% of the award measured on the revenue
and operating profit of the Company. The outcome of this element of the bonus can be decreased by a modifier based on the
operating free cash flow conversion, being cash flow generated from operations after deducting capital expenditure as a percentage
of operating profit EBIT. A new ESG measure was introduced for the 2023 annual bonus. The ESG measure consists of two individual
elements, one assessing overall employee retention and the other overall employee engagement, which have a combined weighting
of 5% of total bonus opportunity. The remaining 20% is subject to achievement of individual personal objectives. Further details on
performance outcomes for the non-financial measures are shown in the second table.
The following table sets out the targets, actual performance against these targets and accordingly, the applicable pay-out for the
2023 annual bonus:
2023 annual bonus outcome
Performance
measure
Weighting
(based on
100% max)
Threshold
performance
50% Target
performance
required
Maximum
performance
required
Actual
performance
Annual
Bonus value
for threshold
and
maximum
performance
(% of max)
Percentage
of maximum
performance
achieved
Actual annual bonus value
achieved (% of salary)
Duncan
Magrath
Matthew
White
Maximum opportunity (% salary)
125% 125%
Revenue 37.5% £101.8m £105.5m £109.2m £102.0m 0% – 100% 2.2% 1.0% 1.0%
Operating profit 37.5% £26.5m £30m £31.9m £30.1m 0% – 100% 54.6% 25.6% 25.6%
Cash flow
conversion
Modifier 90% 100% 115% 0.9 – 1.0 1.0 1.0 1.0
TOTAL financial 21.3% 26.6% 26.6%
ESG measures
Employee
retention
2.5% 90% 97% 100% 3.1% 3.1%
Employee
engagement
2.5% 80% 80.5% 100% 3.1% 3.1%
Personal
performance
20% 0% – 100% 18.2% 19.3%
TOTAL 100% 51.0% 52.1%
Total payable (£) £147,473 £120,519
117
Financial statements Other information
Strategic report
Corporate governance
Performance against non-financial measures
We introduced our first annual bonus ESG performance measures in 2023, which assessed two individual elements, one overall
employee retention and the other overall employee engagement. Both achieved measures which have a combined weighting of 5%
oftotal bonus opportunity.
Employee engagement, based on the average quarterly results from the 2023 Pulse survey, achieved 80.5%. This assessment of
employee engagement underpins our commitment to addressing any concerns proactively, thereby prioritising employee well-being.
Such prioritisation is essential for achieving high employee retention and cultivating a loyal and motivated workforce. In 2023, our
retention rate stood at 97%, exceeding the threshold of 90%. This accomplishment reflects our ongoing efforts to create a positive
and fulfilling work environment, which serves as a fundamental metric for our company’s sustained success and stability. Together,
these metrics highlight our commitment to maintaining a consistent and engaged workforce.
The Committee considered a performance assessment report for the CFO and COO showing the extent of their achievement against
the individual personal strategic and operational measures agreed by the Committee. As with the financial elements of the Annual
Bonus, the Committee was satisfied that the scale of Executive Directors’ achievements this year. The personal measures described
above are assessed with reference to the following objectives:
Objective Commentary on performance achieved
Duncan
Magrath
Finance structure Built greater resilience into the Finance team through improved documentation of processes,
enhancement of core skills, and cross regional support.
Improved speed of delivery of information and improved forecasts and analysis to support
business decisions.
Strategic Developed a comprehensive strategic model from key insights and learning to effectively
inform strategic thinking during the Board Strategy Day.
Investor relations Increased investor relations activities, engaging with multiple new shareholders, leading to
the addition of a number of new entrants on the share register.
Risk and Insurance Reviewed risk and insurance arrangements. Transitioned to a new insurance broker, resulting
in improved cover and savings on renewal premiums.
Achievement 72.7%
Matthew
White
People The target to build a comprehensive client facing team of over 370 employees was met.
A comprehensive review of the talent management process was undertaken to clarify
theapproach and simplify the process. This was re-launched to the organisation and
wellreceived.
Software Consistently delivered software enhancements meeting expected timelines, maintaining high
quality standards, and adhering to estimated costs.
Defined and implemented our Alfa Development Model, improving flow and value to our
customers. Significant changes were implemented to the structure of the Product Engineering
team, and processes were streamlined to facilitate easier collaboration and enhance clarity
inroles.
Delivery Successful execution of implementation projects, demonstrating excellent progress in
delivery throughout the year.
Confirmed plans for the move to partner-led delivery. Started the implementation of those
plans, including the assignment of one partner team member to an Alfa Start implementation.
Strategy Confirmed market definition and sizing for tier 2 and 3 US auto finance, refined Alfa Start
strategy for this market.
Reviewed further strategic opportunities, updated Alfa’s documented strategy, and defined
further projects for 2024.
Achievement 77.1%
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
118
Remuneration Committee Report continued
Performance against annual bonus targets
Based on the achievements listed above, the Committee agreed that the final vesting under the 2023 bonus would be 51.0%
ofthemaximum for Duncan Magrath and 52.1% of the maximum for Matthew White. In confirming this outcome, the Committee
tookinto consideration the broader financial and operational performance of Alfa during the year, and the strong and effective
leadership demonstrated by the Executive Directors. It was determined that no adjustments were required to the formulaic
outcome. In accordance with the Remuneration Policy, 50% of these bonus amounts will be paid in cash, with the remaining
50%,after deductionof tax, to be deferred into an award of Alfa shares with a minimum holding period of three years.
Executive Base salary
Maximum
opportunity
(% salary)
Performance
outcome
(% of maximum)
Bonus outcome
£
Duncan Magrath £288,750 125% 51.0% 147,473
Matthew White £231,000 125% 52.1% 120,519
Long-Term Incentive Plan – awards vesting in the year
Awards granted to Executive Directors in April 2021 were subject to EPS growth and relative TSR performance over a three-year
period ended 31 December 2023.
The EPS targets (applying to 50% of each award) required EPS for the year ending 31 December 2023 of 5.4p for 25% of that element
to vest, rising to full vesting if EPS for the year ending 31 December 2023 was 7.6p or higher. The Groups 2023 EPS outturn of 7.9p
warrants 100% vesting of this element of the award.
The TSR element (applying to 50% of each award) required the Group’s three-year TSR performance to rank at median against the
constituents of the FTSE Small Cap index (excluding investment trusts and the Company) for 25% of that element to vest, rising to
fullvesting if Alfa’s TSR ranked at or above the upper quartile against the comparator group. Alfa’s TSR over the period was 69.6%,
which was at the 70th percentile versus the comparator group. This outcome warrants 83.9% vesting of this element of the award.
The Committee determined, after careful consideration of business performance and the interests of Alfa’s stakeholders such as
shareholders, customers, and employees, that the formulaic outcome was appropriate. Consequently, 91.95% of the total award
willvest.
Awards are scheduled to vest on 29 April 2024, and both Executive Directors’ awards will be subject to a two-year holding period,
with a release date of 29 April 2026. Details of the awards to Executive Directors are set out in the table below:
No. of
shares
granted
Proportion of
award vesting
(% maximum)
No. of
shares
vesting
Value attributable
to share price
growth
1
Face value
of shares
vesting
2
Duncan Magrath 300,218 91.95% 276,050 £40,855 £420,148
Matthew White 160,116 91.95% 147,227 £21,789 £224,078
1. The value of the award which is attributable to share price growth. Based on the share price at grant of £1.374.
2. The amounts shown are indicative vesting values based on the average share price for the three-month period to 31 December 2023 of £1.522.
11 9
Financial statements Other information
Strategic report
Corporate governance
Long-Term Incentive Plan – awards granted in the year
Share awards were made to the Executive Directors under the LTIP on 6 April 2023 equivalent to 150% of salary for the CFO and 100%
of salary for the COO. The Executive Chairman and CEO have waived their entitlement to participate in the 2023 LTIP.
Executive Date of award
Face value
(% of salary)
Number of
shares granted
Average share
price at grant
(£) Award value
Threshold of
vesting (% of
face value) Performance period
Duncan Magrath 6 April 2023 150% 320,833 1.35 £433,125 25%
1 January 2023 to
31 December 2025
Matthew White 6 April 2023 100% 171,111 1.35 £231,000 25%
1 January 2023 to
31December 2025
1. The share price used to calculate the number of performance shares was £1.35, the average five-day share price preceding the date of the award
(6 April 2023). This represents the face value of the share awards.
The LTIP awards are subject to two equally weighted performance metrics:
Measure Description Weighting Threshold/target Maximum target
2023
Total shareholder return
(TSR)
Measured with reference to the FTSE Small Cap index
excluding investment trusts and the Company
50% Median Upper quartile
Earnings per share (EPS) Measured with reference to EPS performance in the
year ending 31 December 2025
50% 9.36p 11.4p
Straight-line vesting occurs between threshold and maximum for both TSR and EPS elements of the award.
The three-year period over which performance will be measured begins on 1 January of the year the awards are granted and endson
31 December of the third year. Any awards vesting for performance will be subject to an additional two-year holding period, during
which malus and clawback provisions will continue to apply.
Pension entitlement
The only element of remuneration that is pensionable is basic annual salary. A cash payment in lieu of pension contributions are
payable to the CFO and COO, at a rate of 6% of salary as aligned with the broader workforce.
External appointments
Executive Directors are allowed to accept one appointment outside the Company, with the prior approval of the Board. Any fees may
be retained by the Director, although this is at the discretion of the Board. During 2023 and up to the date of this report, none of the
Executive Directors who held office during the year under review held external appointments for which they received a fee.
Payments for loss of office
There were no payments for loss of office during the year or prior year.
Payments to past Directors
There were no payments to past Directors for loss of office during the year or prior year.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
120
Remuneration Committee Report continued
Fees for the Non-Executive Directors
The fees were agreed on appointment. The Board reviewed the rates of pay for Non-Executive Directors over the year to ensure
theyremain aligned with market levels. No changes are proposed to NED fees for 2024. A summary of current fees is shown below:
£’000s Basic fee Audit and Risk Chair Remuneration Chair Senior Independent Director
Steve Breach 55 10
Adrian Chamberlain 55 10
Charlotte de Metz 55
Chris Sullivan 65
There is no additional fee payable to the Chair of the Nomination Committee.
Percentage change in Executive and Non-Executive Director remuneration
The table below shows the percentage increase/decrease in each Director’s salary/fees, taxable benefits and annual bonus between
2020 and 2023 compared with the average percentage increase in each of those components of pay for the UK-based employees of
the Group as a whole.
Disclosure for all Directors in addition to the CEO has been added in 2020 in line with the requirements under the EU Shareholder
Rights Directive II and, over time, a five-year comparison will be built up. Alfa Financial Software Holdings PLC employs only the
Directors and therefore a subset of the Group’s employees has been used.
Andrew
Page
(Chairman)
Andrew
Denton
(CEO)
Duncan
Magrath
(CFO)
Matthew
White
(COO)
Steve
Breach
(NED)
Adrian
Chamberlain
(NED)
Charlotte
de Metz
(NED)
Chris
Sullivan
(NED) Employees
% change for the end of the comparative period to the end of the reporting period
2023
% change in salary/fees 8% 8% 5% 5% 0% 0% 0% 0% 7.8%
2023
% change in benefits (71)% (30)% 0% 0% n/a n/a n/a n/a 1.5%
2023
% change in annual bonus n/a n/a (44)% (30)% n/a n/a n/a n/a n/a
2022
% change in salary/fees (93)% (92)% 0% 0% 0% 0% 0% 0% 9%
2022
% change in benefits (58)% (69)% 0% 0% n/a n/a n/a n/a 8%
2022
% change in annual bonus n/a n/a (16)% (17)% n/a n/a n/a n/a n/a
2021
% change in salary/fees (8)% (8)% 0% 0% 0% 0% 0% 0% 5%
2021
% change in benefits (8)% (12)% 43% 40% n/a n/a n/a n/a 7%
2021
% change in annual bonus n/a n/a 12% 16% n/a n/a n/a n/a n/a
2020
% change in salary/fees 0% 0% n/a 0% 0% n/a n/a 0% 9%
2020
% change in benefits (7)% (6)% n/a n/a n/a n/a n/a n/a 13%
2020
% change in annual bonus n/a n/a n/a n/a n/a n/a n/a n/a (1)%
1. Duncan Magrath joined the Board in March 2020, the first year he received a bonus was in April 2021, in relation to the 2020 financial year.
2. Matthew White joined the Board in October 2019, the first year he received a bonus was in April 2021, in relation to the 2020 financial year.
3. Duncan Magrath, Adrian Chamberlain and Charlotte de Metz joined Alfa partway through 2020. In calculating the increase in salaries, the figures
for2020 have been adjusted as though they started on the 1 January of that year.
121
Financial statements Other information
Strategic report
Corporate governance
Director contracts
Details of the Executive Directors’ service contracts and the Non-Executive Directors’ letters of appointment are set out below.
AllDirectors’ service contracts and letters of appointment are available for inspection at the Companys registered office and at
theAGM up until the start of the meeting.
Date of appointment
Steve Breach 9 August 2019
Adrian Chamberlain 24 April 2020
Charlotte de Metz 24 April 2020
Andrew Denton 6 April 2017
Duncan Magrath 24 April 2020
Andrew Page 4 May 2017
Chris Sullivan 18 July 2019
Matthew White 9 October 2019
Executive Directors‘ contracts operate on a six or 12-month rolling notice basis. Non-Executive Directors’ contracts are for fixed
periods of three years, which may be renewed for up to a maximum of nine years in total.
Total shareholder return (for the period from 25 May 2017 to 31 December 2023)
The graph below shows Alfa’s TSR performance from Admission in May 2017 to 31 December 2023 against the TSR performance of
the FTSE small cap index (excluding investment trusts). The graph on page 123 shows the rebased TSR performance from 1 January
2021 to 31 December 2023. The graphs show the total shareholder return generated by both the movement in share value and the
reinvestment over the same period of dividend income. As Alfa is a constituent member of the FTSE Small Cap index, the Committee
considers that it is the appropriate index for comparative purposes. These graphs have been calculated in accordance with the
Directors’ Remuneration Reporting Regulations.
Value
175
140
105
70
35
0
May-17 Dec-17
Alfa Financial Software Holdings PLC FTSE Small Capitalisation Index Ex Investment Trusts
Dec-23Dec-22Dec-21Dec-20Dec-19Dec-18
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
122
Remuneration Committee Report continued
TSR for the period 1 January 2021 to 31 December 2023
Value (£) (rebased)
160
120
80
40
0
Jan-21
Alfa rebased Small Cap rebased
Dec-23Dec-22Dec-21
Total CEO single figure of remuneration and variable pay outcome
The table below shows the CEO single figure of total remuneration during financial years from 2017 to 2023.
CEO single figure
of remuneration
Annual bonus pay-out
(as a % of maximum opportunity)
LTIP vesting
(as a % of maximum opportunity)
2023 £27,814 n/a n/a
2022 £26,998 n/a n/a
2021 £310,236 n/a n/a
2020 £337,174 n/a n/a
2019 £338,129 n/a n/a
2018 £337,944 n/a n/a
2017 £349,478 n/a n/a
1. The CEO waived any eligibility for a bonus from 2017 to 2023.
2. The CEO waived any eligibility to participate in the long-term incentive awards in respect of the 2017 to 2023 performance years.
3. The CEO agreed to a reduction in salary effective 1 December 2021.
123
Financial statements Other information
Strategic report
Corporate governance
CEO pay ratio
The table below sets out the pay ratios for the CEO in relation to the equivalent pay for the lower quartile, median and upper
quartileemployees (calculated on a full-time equivalent basis). The ratios have been calculated in accordance with the Companies
(Miscellaneous Reporting) Requirements 2018. The CEO pay ratio data will be built upon annually until a rolling 10-year dataset is
produced. The methodology adopted for calculating the ratio was ‘Option A’ which entailed calculating the total full-time equivalent
(FTE) pay and benefits for all UK employees on the 2023 payroll. Employees were then ranked based on their FTE remuneration
fromlow to high in order to identify those whose remuneration placed them at the 25th, 50th (median) and 75th percentile points.
The CEOs single total figure of remuneration (STFR) was then measured against these percentiles, to produce the three pay ratios.
OptionA was chosen because it was deemed to be the most statistically accurate method for this reporting purpose. Having
reviewed the analysis, the Company believes the median pay ratio to be consistent with the Company’s general employee pay,
reward and progression policies. The Company carries out annual salary reviews and annual reviews of benefits packages. Salary
awards are made with reference to the outputs of annual industry benchmarking exercises. As per guidance, data relating to
employees who left part way through the year and/or employees on secondment were excluded from the data set and analysis.
Information calculated asat 31 December 2023.
Pay ratio table
Year Method
25th percentile
(lower quartile)
50th percentile
(median)
75th percentile
(upper quartile)
2023 A 0.5:1 0.3:1 0.2:1
2022 A 0.6:1 0.4:1 0.3:1
2021 A 6.1:1 4.0:1 3.2:1
2020 A 5.7:1 4.3:1 3.2:1
2019 A 5.7:1 4.4:1 3.2:1
Year £’000s
25th
percentile
50th
percentile
75th
percentile
2023 Total remuneration 58.8 88.2 118.2
Salary only 52.0 80.3 100.7
2022 Total remuneration 51.4 78.2 108.4
Salary only 47.2 70.0 91.5
2021 Total remuneration 50.9 77.1 96.7
Salary only 46.8 72.2 86.2
2020 Total remuneration 59.5 78.5 106.7
Salary only 55.1 73.2 98.1
2019 Total remuneration 59.0 76.2 106.3
Salary 57.1 71.2 95.7
This is the fifth financial year in which the Company has reported information on ratios between CEO and average staff pay under
the amendments to the Companies (Miscellaneous Reporting) Regulations in 2018. There has been a significant decrease in the pay
ratio, due to the fact that the CEO agreed to reduce salary to the minimum level in December 2021. As a result, the CEOs STFR is
lower in 2022 and 2023 than in previous years.
Notes:
1. The CEO advised the Committee that due to his holding in CHP Software and Consulting Holdings Limited, the main significant shareholder in the
Company, he elected to reduce his salary to the minimum statutory level of remuneration with effect from 1 December 2021. This resulted in the
CEO’s SFTR being lower in 2022 and 2023 than in previous years.
2. The CEO has waived his right to any bonuses or LTIPs, the value of any employee equivalents have been excluded from the employee remuneration
figures used.
3. Total remuneration includes benefits receivable during the relevant financial year and principally include life assurance, travel insurance and private
medical insurance.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
124
Remuneration Committee Report continued
Statement of Directors’ shareholdings and scheme interests
Executive Directors are expected to build and hold Alfa shares of at least 200% of their annual salary to align with the long-term
interests of shareholders, with a requirement to retain 50% of any share awards vesting until the 200% requirement is met.
Underthe Policy, a post-employment shareholding requirement will apply whereby 100% of the shareholding requirement
mustbeheld forthe first year following departure from Alfa and 50% for the second year. There are no share ownership
requirements for the Non-Executive Directors. Shareholding requirements and the number of shares held by Directors during
theyear and as at 31 December 2023 are set out in the table below:
Shares owned
outright at
31December
2022
ShareSave
without
conditions
2
Interests in share
incentive schemes
which are
performance-
tested
but unvested
3
Interests in share
incentive schemes
with performance
conditions
Shares owned
outright at
31December
2023
Shareholding
requirement (% of
requirement
achieved)
1
Andrew Page 177,272,843 166,635,559 achieved
Andrew Denton 14,643,305 9,280,589 achieved
Matthew White 892,729 11,718 147,227 304,525 1,083,261 achieved
Duncan Magrath 230,668 11,718 276,050 570,984 674,992 achieved
Chris Sullivan 159,649 317,649 n/a
Steve Breach 43,983 43,983 n/a
Adrian Chamberlain 14,380 14,380 n/a
Charlotte de Metz n/a
1. Calculated using the share price of £1.40 (as at 29 December 2023).
2. Duncan Magrath and Matthew White elected to join the Company ShareSave share scheme for which an option to acquire 11,718 ordinary shares
atan option exercise price of £1.536 per ordinary share was granted on 30 November 2021. Subject to certain conditions being satisfied, the
entitlement to exercise the ShareSave option arises during the period 1 January 2025 to 30 June 2025.
3. The 2021 LTIP awards (which vest based on performance to 31 December 2023) will vest on the third anniversary of grant on 29 April 2024.
There have been no changes to shareholdings of the Directors between the year end and the date of this report.
Dilution
Awards under Alfa incentive plans may be satisfied by treasury shares, shares held by the employee benefit trust, the issue of new
shares or the purchase of shares in the market. Under Investment Association guidelines, the issue of new shares or reissue of
treasury shares under a plan, when aggregated with awards under all of a company’s other schemes, must not exceed 10% of the
issued ordinary share capital (adjusted for share issuance and cancellation) in any rolling 10-year period. As at 31 December 2023,
nonew shares or reissue of treasury shares had been used to satisfy awards, and so this limit had not been exceeded.
All-employee share plans
The Company proposes to issue a new ShareSave Scheme each year and all Executive Directors will be entitled to participate on the
same basis as all other employees.
Relative importance of spend on pay
The table below illustrates Alfa’s returns to shareholders by way of dividends and share buy-backs inrelation to spend on pay for all
employees for the period and last financial year.
2023 2022 Change
Total personnel costs (£m) (note 7 to the consolidated financial statements) 53.1 47.1 12%
Average number of employees (note 7 to the consolidated financial statements) 463 420 9.7%
Returns to shareholders (£m) (see note 31 for total dividends and value of shares
purchased during the year taken from the consolidated statement of changes in
equity onpage 146) 24.5 28.1 13.7%
125
Financial statements Other information
Strategic report
Corporate governance
Implementation of the Remuneration Policy 2024
2024 Executive Directors’ base salary
The Executive Directors’ salaries were reviewed in December 2023. The Chairman, Andrew Page, and CEO, Andrew Denton, indicated
that they would continue to receive the legal minimum salary requirement, as they are significant shareholders in the Company and
want to align their future remuneration with those of the other shareholders. The base salary of the Chairman and CEO will increase
by 10% as at 1 January 2024 to remain in line with the London Living Wage.
In 2022, the Company undertook a review of the Company car scheme and decided that the Company car scheme would be
disbanded to promote the use of low emission vehicles or other forms of transport. For employees who were eligible to receive a car
cash allowance, this was rolled into salary with effect from 1 January 2023. To align the Executive Directors with eligible employees,
the car allowance benefit of £6,000 will be rolled into salary with effect as of 1 January 2024.
The Committee carried out a review of the CFO‘s and COO’s remuneration packages in December 2023 and determined that there
would be a base salary increase of 1.8%.
The table below shows the salaries for the Executive Directors as at 1 January 2024, which includes an adjustment for car allowance,
which will be rolled into salary as of 1 January 2024, and the salary increase in comparison to base salary at 1 January 2023:
1 January 2023 1 January 2024
Car allowance
effective 1
January 2024
Underlying %
salary increase
1 January 2024
(including car
allowance)
Salary % increase
(including car
allowance)
Andrew Page £24,860 £27,360 n/a 10% £27,360 10%
Andrew Denton £24,860 £27,360 n/a 10% £27,360 10%
Duncan Magrath £288,750 £294,000 £6,000 1.8% £300,100 3.9%
Matthew White £231,000 £235,250 £6,000 1.8% £241,300 4.4%
2024 annual bonus
The Chairman and CEO have elected to waive their bonus opportunity. The CFO and COO will be entitled to a maximum annual bonus
of 125% of salary for 2024. The following measures have been selected for the 2024 annual bonus performance year:
Measure Weighting
Operating profit 37.5%
Revenue 37.5%
Operating free cash flow conversion Modifier
Personal performance 20%
ESG 5%
The Committee determined that the existing Bonus measures of revenue, operating profit and personal objectives continue to be
appropriate for the business.
Each bonus measure has a target. Failure to meet a minimum percentage of the revenue and operating profit target will result in no
bonus being awarded for that element. Achieving a stretch of operating profit and revenue target will result in the maximum bonus
being awarded under the formula (subject to the minimum operating profit target being achieved). The operating profit and revenue
bonus elements can be decreased by the operating free cash flow conversion modifier, if cash performance falls below target based
on a 24-month period. The ESG measure would consist of two individual elements, one will assess the overall employee retention
and the second will assess a number of diversity initiatives, the achievement of which, will be evaluated on the overall progress at the
end of the year. The ESG measure will have a combined weighting of 5% of total bonus opportunity.
As described earlier, the final determination is made by the Committee taking all available factors into account. The detailed bonus
targets for the coming year are considered to be commercially sensitive. However, the Committee will provide an appropriate
explanation of the bonus outcomes in the 2024 Directors’ Remuneration Report. In accordance with the Policy, 50% of any bonus
earned will be deferred into shares for a three-year holding period.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
126
Remuneration Committee Report continued
2024 Long-Term Incentive Plan
The award opportunity will remain at 150% of salary for the CFO and 100% of salary for the COO. Following vesting, awards will be
subject to a subsequent holding period of two years, with the entirety of any award vesting released after two years. For 2024, the
Executive Chairman and CEO have elected to waive their LTIP opportunity. The maximum LTIP opportunity under the Policy is 150%
of salary.
The Committee has agreed TSR and EPS measures for the LTIP, with an equal weighting applied to each measure. EPS targets have
been calculated based on growth targets from previous years actual EPS. The EPS targets set for the 2023 LTIP grant ignored the
unfavourable impact from the changes in the UK Corporation Tax rate. Despite pre-tax profits in 2023 being higher than 2022, the
impact of changes in tax rates means that EPS in 2023 was lower than 2022. Consequently, applying the same growth targets to the
2023 EPS figure has resulted in lower EPS targets for the 2024 LTIP grant compared with the 2023 LTIP grant.
The comparator group for the TSR is the constituents of the FTSE Small Cap index, excluding investment trusts. Median performance
over the three-year performance period will result in 25% vesting, with 100% vesting if upper quartile performance is achieved. In
each case, threshold vesting will be 25% of the maximum. Straight-line vesting occurs between threshold and maximum for both TSR
and EPS elements of the award.
Measure Description Weighting Threshold/target Maximum target
2024
Total shareholder return
(TSR)
Measured with reference to the FTSE Small
Cap index excluding investment trusts and
theCompany
50% Median Upper quartile
Earnings per share (EPS) Measured with reference to EPS performance
in the year ending 31 December 2026
50% 9.2p 11.1p
Pension and benefits
For 2024, the CFO and COO, in lieu of a pension contribution, will receive a cash allowance of 6% of salary in line with the pension
contribution available to the wider workforce. As outlined on page 126, from 1 January 2024, the Company car allowance for the CFO
and COO would be rolled into base salary. There are no further changes proposed to the benefits provided.
2024 Non-Executive Director remuneration
Non-Executive Directors do not participate in any of the Companys share incentive arrangements, nor do they receive any benefits.
Fees for Non-Executive Directors are reviewed annually, and are set by the Chairman and the Executive Directors. Following the
annual review of Non-Executive Director fees, no changes are proposed for the 2024 fees. It was determined that the fees will remain
at the following level:
Base fee £55,000
Additional fee for chairing Audit and Risk Committee or Remuneration Committee
(subject to maximum fees of £65,000) £10,000
Fee for the Senior Independent Director (including chairing Committees) £65,000
Remuneration Committee membership
All current members of the Committee are deemed to be independent. Accordingly, the Committee continues to comply with the
independence requirements set out in the Code. During 2023, there were four formal meetings of the Remuneration Committee,
allof which achieved full attendance by the Committee members.
The responsibilities of the Committee are set out in the corporate governance section of the Annual Report on pages 74 to 134.
TheExecutive Directors and the CPO may be invited to attend meetings to assist the Committee in its deliberations, as appropriate.
Noperson is present during any discussion relating to their own remuneration or is involved in deciding their own remuneration.
127
Financial statements Other information
Strategic report
Corporate governance
Remuneration consultants
During the year, the Remuneration Committee and the Company retained independent external advisor to assist on various aspects
of the Company’s remuneration and share schemes. The Company has continued to retain the services of Ellason LLP as external
advisors to the Committee for executive remuneration advice and updates on market practice. Ellasons fees for 2023 were £19,845
(2022: £23,790). Ellason do not provide any other services to the Group or any of the Directors, and the Committee is satisfied that
they remain independent. Ellason is a member and signatory to the Remuneration Consultants Group’s Code of Conduct, which
requires that its advice be objective and impartial and does not have any other connection with the Company or its Executive
Directors.
Statement of shareholding voting
The 2022 Directors’ Remuneration Report was approved by shareholders at the 2023 AGM. The Director’s Remuneration Policy was
approved by shareholders at the 2021 AGM. The votes cast were as follows:
For Against Votes withheld
Directors’ Remuneration Report (FY2022) 100% 0.00% 0
Directors’ Remuneration Policy 98.50% 1.50% 0
As ever, the Committee welcomes any enquiries or feedback shareholders may have on the Policy or any aspect of the work of
theCommittee.
Adrian Chamberlain
Chair, Remuneration Committee
13 March 2024
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
128
Remuneration Committee Report continued
The Directors of Alfa present their report and the audited financial statements for
theyear ended 31 December 2023. This report includes information required by
theCompanies Act 2006 and the Listing Rules 9.8.4R of the UK Financial Conduct
Authoritys Listing Rules and forms part of the management report as required by the
Disclosure and Transparency (DTR) Rule 4. Additional information which is incorporated
by reference into this Directors’ report can be located by reference in the tables below.
As permitted by the Companies Act 2006, the Directors’ report includes the disclosures
in the Strategic report on:
Location in Annual Report
(page)
Performance and future development in the business 1 to 73
Important events affecting the Group since the financial year 182
Climate change emission reporting 64 to 67
Long-term Viability statement 45 to 47
Stakeholder engagement 48 to 53
Employee engagement 52 to 53
Directors who held office during the year 123
The Group is required to disclose certain information under Listing Rule 9.8.4R in
theDirectors’ report or advise where such relevant information is contained. This
information can be found in the following sections of the Annual Report and Accounts:
Listing rule requirement Location in Annual Report (page)
Details of any long-term incentive schemes 127
Details of waiver of Director emoluments
andfuture emoluments 117 and 120
Shareholder waiver of dividends and
futuredividends 131
Details of any contract of significance See section below headed
‘RelationshipAgreement with
Controlling Shareholder’
Board statement in respect of Relationship
Agreement with the controlling shareholder
Corporate governance statement
The Companys statement on corporate governance can be found on page 77 of the
corporate governance report. The report forms part of this Directors’ report and is
incorporated by cross reference.
2024 Annual General Meeting
The Company’s Annual General Meeting will be held at 3pm on Wednesday, 1 May 2024 at
Alfa’s head office at Moor Place, 1 Fore Street Avenue, London, EC2Y 9DT. The Notice of
Meeting setting out the resolutions to be proposed at the 2024 AGM, together with
explanatory notes, will be sent to shareholders as a separate document and made
available on the Company’s website www.alfasystems.com/en-eu/investors/
shareholder-information.
Amendment of the Articles
The Articles may only be amended by a special resolution of the Company’s
shareholders in a general meeting.
Principal activities
The principal activity of the Alfa Group is
the provision of software and software-
related services to the auto and equipment
finance industry. Alfa is a public company
limited by shares and is incorporated and
domiciled in England. Itsshares are listed
on the London Stock Exchange. The
registered office is Moor Place, 1 Fore
Street Avenue, London, EC2Y 9DT, United
Kingdom. Alfa’s registration number is
10713517. The principal activity of the
Company is that of a holding company.
TheCompany’s registrar is Equiniti Limited
situated at Aspect House, Spencer Road,
Lancing, West Sussex, BN99 6DA.
Directors’ interests
The Directors’ interests in and options
over ordinary shares in the Company are
shown in the Directors’ Remuneration
Report on page 103. There has been no
change in Directors’ interests from the
end of the financial year and to the date
ofthis report.
In line with the requirements of the
Companies Act, each Director has notified
the Company of any situation in which
they have, or could have, a direct or
indirect interest that conflicts, or possibly
may conflict, with the interests of the
Company (a situational conflict). These
were considered and approved by the
Board in accordance with the Articles
andeach Director was informed of the
authorisation and any terms on which
itwas given. All Directors are aware of
theneed to consult with the Company
Secretary should any possible situational
conflict arise, so that prior consideration
can be given by the Board as to whether
or not such conflict will be approved.
129
Financial statements Other information
Strategic report
Corporate governance
Directors’ report
Diversity data as at 31December 2023
Our gender identity and ethnicity data in accordance with Listing Rule 9.8.6R(10) in the
format set out in LR 9 Annex 2.1. Data is collected byself-disclosure directly from the
individuals concerned.
Gender identity or sex
No. of
Board
members
% of the
Board
No. of
senior
positions
on the
board
(CEO, CFO,
SID and
Chair) No. in CLT
1
% of CLT
Men 7 87.5% 4 3 75%
Women 1 12.5% 1 25%
Not specified/prefer not
tosay
1. The CLT composition data excludes the three Executive Directors who are part of the CLT.
Ethnic background
No. of
Board
members
% of the
Board
No. of
senior
positions
on the
board
(CEO, CFO,
SID and
Chair) No. in CLT
1
% of CLT
White British or other
White(including minority-
white groups) 8 100% 4 4 100%
Mixed/Multiple Ethnic Groups
Asian/Asian British
Black/African/Caribbean/
Black British
Other ethnic group,
includingArab
Not specified/prefer not
tosay
1. The CLT composition data excludes the three Executive Directors who are part of the CLT.
Research and development
The Group continued to invest in product research and development throughout the
year. The product is enhanced by both specific customer-driven requirements, some
ofwhich are paid for by customers, but also by internal development using the skills
and knowledge from the Development teams but also using feedback from the
Implementation teams. The amount expensed in the profit and loss account for
research and development is shown in note 6 to the consolidated financial
statements.In addition, amounts are capitalised as Other intangible assets,
whichareshown in note 15 to the consolidated financial statements.
Directors’ insurance and indemnities
Each Director of the Company has the benefit of a qualifying indemnity, as defined by
section 236 of the Companies Act, and as permitted by the Articles, as well as Directors
and Officers’ liability insurance.
Financial risk management
The financial risk management objectives
and policies of the Group and the Company
and the exposure of the Group and the
Company to price risk, credit risk, liquidity
risk and cash flow risk are disclosed in note
3 to the financial statements.
Internal controls
Further details of our internal control
framework can be found in the Audit
andRisk Committee Report on page 100.
Interest capitalised in
theperiod
No interest has been capitalised by Alfa in
the year ended 31 December 2023 or
at31 December 2022.
Profits and dividends
The consolidated profit after tax for
theyear ended 31 December 2023 was
£23.5m (FY22: £24.5m). The results are
discussed in greater detail in the Financial
review on pages 28 to 33. Information on
dividends is shown in note 31 of the
financial statements and is incorporated
into this report by reference. Subject to
approval at the Annual General Meeting
on 1 May 2024, a 2023 final dividend of 1.3
pence per share will be paid on 27 June
2024 to holders on the register on 31 May
2024. The ordinary shares will be quoted
ex-dividend on 30 May 2024.
In addition,the Board has decided to
declarea special dividend of 2.0 pence per
share, with an ex-dividend date of2 May
2024, a record date of 3May 2024 and a
payment date of 30 May 2024. This
follows the payment of two special
dividends of 1.5 pence and 4.0 pence
on9 May 2023 and 6 October 2023
respectively.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
130
Directors’ report continue d
Shares held in the Employee
Benefit Trust
During the year, the trustees of the
employee benefit trust, which operates
inconnection with the Company’s
shareplans, waived its rights to receive
dividends on any shares held by it. Details
of the trust can be found in note 28 of the
financial statements.
Share buy-back programme
On 18 January 2022, the Company
announced the commencement of
asharebuy-back programme (the
‘programme) to acquire shares with
anaggregate purchase price of up
to£18m. The purpose of the share
buy-back is to reduce the Company’s
sharecapital andto enable the
Companyto meet obligations arising
fromshare option programmes.
During 2023, the Company bought back
through market purchases on the London
Stock Exchange 1,943,046 ordinary shares
of 0.1 pence each representing 0.65% of
the issued share capital at 31 December
2023, for a total consideration of £3.0m,
including expenses of £7.7k.
The programme concluded on 30 June
2023. In total, the programme purchased
4,775,119 ordinary shares of 0.1 pence
each, representing 1.59% of the issued
share capital of the Company as at
31 December 2023, for a total
consideration of approximately
£7.7m,including expenses of £19.5k.
Share capital
The Companys ordinary shares are listed
on the London Stock Exchange. The
authorised share capital of the Company
as at 31 December 2023 was made up of
300,000,000 ordinary shares of 0.1p
each,of which it held 4,775,119 shares in
Treasury. Further information regarding
the Company’s issued share capital can
befound in note 26 of the Company
financial statements on page 178.
Shareholders’ voting rights
All members who hold ordinary shares
are entitled to attend and vote at the
AGM. On a show of hands at a general
meeting, every member present in person
shall have one vote and on a poll, every
member present in person or by proxy
shall have one vote for every ordinary
share held. No shareholder holds ordinary
shares carrying special rights relating to
the control of the Company and the
Directors are not aware of any
agreements between holders of the
Companys shares that may result in
restrictions on voting rights.
Restrictions on transfer of
ordinary shares
The Articles do not contain any
restrictions on the transfer of ordinary
shares in the Company other than the
usual restrictions applicable where any
amount is unpaid on a share. All issued
share capital of the Company at the date
of this Annual Report is fully paid. Certain
restrictions are also imposed by laws and
regulations (such as insider trading and
market abuse requirements relating to
close periods) and requirements of the
Listing Rules whereby Directors and
certain employees of the Company
require Board approval to deal in the
Company’s securities.
Disability
With regard to existing team members
and those who may become disabled,
Alfa’s policy is to examine ways and
means to provide continuing employment
under the existing terms and conditions
and to provide training and career
development, including promotion,
whereappropriate.
When considering recruitment, training,
career development, promotion or any
other aspect of employment, we strive to
ensure that no colleague or job applicant
is discriminated against, either directly or
indirectly, on the grounds of disability.
Authority to purchase
ownshares
Subject to authorisation by shareholder
resolution, the Company may purchase
itsown shares in accordance with the
Companies Act 2006. Any shares bought
back may be held as treasury shares
orthe purchase. At the 2023 AGM,
theCompany was generally and
unconditionally authorised by its
shareholders to purchase in the market
up to 10% of the ordinary shares of the
Company (29,629,847 ordinary shares).
This authority is renewable annually,
anda special resolution will be proposed
at the 2024 AGM to request shareholders
to renew it.
Transactions with
relatedparties
There is an existing material transaction
which the Company has entered into with
related parties:
Relationship Agreement and the
controlling shareholder
The relationship between the Company
and the controlling shareholder of the
Company (the ‘Controlling Shareholder),
CHP Software and Consulting Holdings
Limited, is governed by a Relationship
Agreement (dated 26 May 2017, as
amended by deeds of adherence dated
10 January 2024 and 15 January 2024).
Subject to a certain minimum
shareholding, the Relationship Agreement
details the rights the Controlling
Shareholder has to representation on the
Board and Nomination Committee and
toappoint observers to the Nomination
Committee (if not represented on the
Committee). The Controlling Shareholder
also undertakes not to operate, establish,
own or acquire a competing business
during the terms of the agreement.
Anytransactions between Alfa and the
Controlling Shareholder will be at arm’s
length and on normal commercial terms.
The Relationship Agreement complies
with the requirements of the Listing Rules,
including Listing Rule 9.5.1R, and Listing
Rules 6.5.4R.
131
Financial statements Other information
Strategic report
Corporate governance
In accordance with the requirements of
Listing Rules 9.8.4(14), the Board confirms
that the Company has complied with its
obligations under the Relationship
Agreement, including in respect of the
independence provisions and, so far as
the Company is aware, the Controlling
Shareholder has complied with the
provisions of the Relationship Agreement
(including the independence and
non-compete provisions set out therein),
at all times since the Agreement was
entered into. Other related party
transactions are detailed in note 32.3 to
the consolidated financial statements.
Compensation for loss of office
and change of control
There are no agreements between the
Company and its Directors or Alfa team
members providing for additional
compensation for loss of office or
employment (whether through
resignation, redundancy or otherwise)
that occurs because of a takeover bid.
Theonly significant agreement, to which
the Company is a party that takes effect,
alters or terminates upon a change of
control of the Company following a
takeover bid, and the effect thereof, is
theRelationship Agreement.
The Relationship Agreement with the
Controlling Shareholder contains a
provision under which it will terminate
upon the earlier of: (i) the Controlling
Shareholder and its associates ceasing
tohave the entitlement to exercise or
control the exercise of 10% or more of the
voting rights in the Company; or (ii) the
Companys ordinary shares ceasing to be
admitted to the listing on the Official List
of the FCA.
Appointment and retirement of
a Director
The rules governing the appointment and
removal of a Director are set out in the
Articles of Association of the Company.
The Articles of Association may be
amended by a special resolution of the
shareholders. Specific details relating to
the Principal Shareholder, CHP Software
and Consulting Holdings Limited, and its
right to appoint Directors are set out in
this report on pages 131 to 132.
All Directors will stand for re-election
atthe 2024 AGM on an annual basis, in
line with the recommendations of the
2018Code.
Powers of the Directors
Specific powers relating to the allotment
and issuance of ordinary shares and the
ability of the Company to purchase its
own securities are also included within
the Articles and such authorities are
submitted for approval by the
shareholders at the AGM each year.
TheDirectors have the authority to allot
shares or grant rights to subscribe for or
to convert any security into shares in the
Company. Further details of the proposed
authorities are set out in the notice of the
AGM. A share repurchase programme
concluded on 30 June 2023. Further
details can be found page 131.
Political donations
The Group made no political donations
and incurred no political expenditure
during the year (FY22: £nil). It remains
theCompanys policy not to make
politicaldonations or to incur political
expenditure. At the 2023 AGM, the
Directors were generally and
unconditionally authorised by the
Companys shareholders to make limited
political donations of up to £50,000, in
order to protect against any inadvertent
breaches of the relevant provisions of the
Companies Act 2006 which are very broad
in nature. The Board has no intention of
using this authority.
Significant shareholdings at 31 December 2023 and 29 February 2024 (being the latest practicable date of this report). At the relevant
dates, the Company had been notified, in accordance with chapter 5 ofthe Disclosure Guidance and Transparency Rules, ofthe
following voting rights as a shareholder of theCompany:
Name of shareholder
No. of ordinary
shares at 31
December 2023
% of total
voting rights at
31 December
2023
No. of ordinary
shares at 29
February 2024
% of total
voting rights at
29 February
2024
Nature of
holding
CHP Software and Consulting Limited 175,905,649 59.58 Direct
CHP Software and Consulting Holdings Limited 175,905,649 59.58 Direct
BlackRock Investment Management 15,171,240 5.14 14,105,653 4.78 Indirect
Liontrust Asset Management 12,122,479 4.11 12,922,137 4.38 Indirect
Invesco 10,891,166 3.69 11,394,847 3.86 Indirect
NFU Mutual Investment 10,812,654 3.66 10,723,097 3.63 Indirect
Aberdeen Investments (Standard Life) 10,476,342 3.55 10,476,342 3.55 Indirect
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
132
Directors’ report continue d
Streamlined Energy and
Carbon Reporting (SECR)
A breakdown of our greenhouse gas
(GHG) emissions in accordance with
ourregulatory obligation to report
greenhouse gas emissions pursuant to
section 7 of the Companies Act 2006
(Strategic report and Directors’ report)
Regulations 2013, can be found on
page73.
Stakeholder engagement
Details of how the Group has engaged
with its employees, suppliers, customers
and other principal stakeholders together
with details of the key decisions taken by
the Group during the year are disclosed
on pages 48 to 53.
Employee involvement
We place considerable value on the
involvement of our employees, viewing
and treating them as valued team
members and an integral part of our
business and success. We continue to
keep them informed on matters affecting
them through CEO updates and both
formal and informal meetings, and
through Confluence, our intranet. Our
employees are regularly consulted on
awide range of matters affecting their
current and future interests. Many of
ouremployees have interests in shares,
including participation in the Sharesave
and awards granted under the Alfa LTIP
tosome senior employees. Information
on employee engagement is available on
page 82, withadditional information
highlighted on pages 48 to 53. Further
information on employee engagement,
asmeasured by our internal employee
surveys, is included on page 61.
Subsidiaries and branches
The Group has subsidiaries in the USA,
Germany, Australia and New Zealand, and
a subsidiary of the Company has a branch
registration in South Africa. Further
details of these can be found in note 32.2
to the accounts on page 182.
Disclosure of information to
the auditor
Each of the Directors of the Company at
the date the Directors’ report is approved
confirms that:
So far as the Director is aware, there is
no relevant audit information of which
the Company’s auditor is unaware; and
He or she has taken all the steps that he
or she ought to have taken as a Director
inorder to make himself or herself
aware of any relevant audit information
and to establish that the Group and
Companys auditors are aware of that
information.
This confirmation is given and should
beinterpreted in accordance with the
provisions of s.418 of the Companies Act
2006. RSM UK Audit LLP, the Group’s
auditor, has indicated its willingness
tocontinue in office and, on the
recommendation of the Audit and Risk
Committee and in accordance with
section 489 of the Companies Act of 2006,
a resolution to reappoint it will be put to
the 2024 AGM.
Board approval of the
Directors’ report
The Directors’ report was approved by the
Board on 13 March 2024 and signed on its
behalf by:
Andrew Denton
Chief Executive Officer
13 March 2024
133
Financial statements Other information
Strategic report
Corporate governance
Statement of Directors’
responsibilities
The Directors are responsible for
preparing the Strategic report and
theDirectors’ report, the Directors
Remuneration report and thefinancial
statements in accordance with applicable
law and regulations.
Company law requires the Directors to
prepare Group and Company financial
statements for each financial year. The
Directors have elected under company
law to prepare group financial statements
in accordance with UK-adopted
International Accounting Standards. The
Directors have elected under company
law to prepare the company financial
statements in accordance with United
Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting
Standards and applicable law).
The group financial statements are
required by law and UK-adopted
International Accounting Standards to
present fairly the financial position and
performance of the group; the Companies
Act 2006 provides in relation to such
financial statements that references in
the relevant part of that Act to financial
statements giving a true and fair
viewarereferences to their achieving
afair presentation.
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 Group and the Company and of the
profit or loss of the Group for that period.
In preparing each of the Group and
Company financial statements, the
Directors are required to:
a. select suitable accounting policies and
then apply them consistently;
b. make judgements and accounting
estimates that are reasonable and
prudent;
c. for the Group financial statements,
state whether they have been prepared
in accordance with UK-adopted
International Accounting Standards;
d. for the Company financial statements,
state whether applicable UK accounting
standards have been followed, subject
to any material departures disclosed
and explained in the Company financial
statements; and
e. prepare the financial statements on
thegoing concern basis unless it is
inappropriate to presume that the
Group and the Company will continue
in business.
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Group’s
and the Company’s transactions and
disclose with reasonable accuracy at any
time the financial position of the Group
and the Company and enable them to
ensure that the financial statements and
the Directors’ Remuneration Report
comply with the Companies Act 2006.
They are also responsible for
safeguarding the assets of the Group and
the Company and hence for taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
Directors’ statement pursuant
to the Disclosure and
Transparency Rules
Each of the Directors, whose names
andfunctions are listed on pages 78 to79
confirm that, to the best of each
person’sknowledge:
a. the financial statements, prepared in
accordance with the applicable set of
accounting standards, give a true and
fair view of the assets, liabilities,
financial position and profit of the
Company and the undertakings
included in the consolidation taken
asawhole; and
b. the Strategic report contained in the
Annual 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.
The Directors are responsible for the
maintenance and integrity of the
corporate and financial information
included on the Alfa Financial Software
Holdings PLC website.
Legislation in the United Kingdom
governing the preparation and
dissemination of financial statements
may differ from legislation in other
jurisdictions.
This responsibility statement was
approved by the Board of Directors
on13 March 2024 and is signed on its
behalf by:
Andrew Denton
Chief Executive Officer
13 March 2024
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
134
Directors’ report continue d
Financial
statements
136 Independent auditor’s report
144 Consolidated statement of profit or loss and
comprehensive income
145 Consolidated statement of financial position
146 Consolidated statement of changes in equity
147 Consolidated statement of cash flows
148 Notes to the consolidated financial statements
184 Company statement of financial position
185 Company statement of changes in equity
186 Company notes to the financial statements
191 Five year history
135
Other informationFinancial statementsCorporate governance
Strategic report
Opinion
We have audited the financial statements of Alfa Financial Software Holdings plc (the ‘parent company) and its subsidiaries (the
‘group) for the year ended 31 December 2023 which comprise the Consolidated statement of profit or loss and comprehensive
income, Consolidated statement of financial position, Consolidated statement of changes in equity, Consolidated statement of cash
flows, Company statement of financial position, Company statement of changes in equity and notes to the financial statements,
including significant accounting policies. The financial reporting framework that has been applied in the preparation of the group
financial statements is applicable law and UK-adopted International Accounting Standards. 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 Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland
(United Kingdom Generally Accepted Accounting Practice).
In our opinion:
the financial statements give a true and fair view of the state of the groups and of the parent company’s affairs as at 31 December
2023 and of the groups profit for the year then ended;
the group financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards;
the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
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 parent company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including 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. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Summary of our
auditapproach
Commentary
Key audit matters Group
Revenue recognition – software and services revenue from
implementationprojects
Parent Company
None
Materiality Group
Overall materiality: £1.48m (2022: £1.43m)
Performance materiality: £1.11m (2022: £1.08m)
Parent Company
Overall materiality: £1.47m (2022: £1.41m)
Performance materiality: £1.10m (2022: £1.05m)
Scope Our audit procedures covered 100% of revenue, total assets and profit before tax.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
136
Independent auditor’s report to the members
of Alfa Financial Software Holdings plc
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the group and
parent company financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including 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 group and parent company financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Revenue recognition – software and services revenue from implementation projects
Key audit matter
description
The Group’s operations include complex software implementation programmes and service
activities. The delivery of these contracts typically extends over more than one reporting period,
and often the original project plans are amended as the implementation progresses. In recognising
revenue, management has to apply a number of judgements to allocate the overall transaction
price across the multiple performance obligations that have been identified within these projects.
We consider revenue recognition for software and services revenue for implementation projects to
be a key audit matter due to:
The level of judgement involved in the identification of distinct performance obligations and
subsequent measurement of revenue and timing of recognition;
The degree of estimation involved in determining some inputs for inclusion in software and
services implementation revenue calculations;
The potential risk of fraud in revenue recognition;
The allocation of audit resources and effort.
Further details on revenue recognition are included in the financial statements in note 1.5
“Accounting policies – Revenue recognition”, note 2 “Critical accounting judgements, estimates and
assumptions” and note 5 “Revenue from contracts with customers”.
137
Strategic report
Corporate governance Financial statements Other information
How the matter was
addressed in the audit
In response to this key audit matter, the audit procedures we performed included:
Obtaining an understanding of the processes and controls around revenue recognition;
Examining the group’s revenue recognition policy, including supporting accounting papers, to
assess whether performance obligations have been appropriately identified and revenue
recognised in line with IFRS 15;
For software implementation revenue (software and services) we:
Assessed management’s analysis of the performance obligations within individual contracts
and of how the five steps in IFRS 15 should be applied;
Audited the revenue recognition calculations for a sample of the most significant contracts to
assess whether the methodology applied was consistent with the group’s revenue recognition
policy and across projects. This included testing inputs in the calculations to supporting
evidence;
Examined a sample of underlying contracts to confirm the relevant contract terms had been
appropriately identified and that the group’s new subscription-based contracts which involve
implementation work were appropriately accounted for in line with the group’s subscription
accounting policy;
Verified the explanations and data provided by management by holding discussions with
project managers regarding the key assumptions and judgements made, in particular around
the estimates of the projected costs to complete and the completeness of any contract
arrangements, including any unusual terms and contract modifications;
Tested the completeness and accuracy of timesheet data as some performance obligations
are recognised based on days worked;
Challenged management on the appropriateness of estimates made in IFRS 15 calculations for
projects with perpetual licences. This included assessing the results of management’s analysis
of the sensitivity of the calculations to these estimates;
Assessed specific contract key judgements including management’s treatment of any contract
modifications and whether these were recognised appropriately in line with IFRS 15.
Auditing the disclosures in the financial statements and evaluating whether the policy for
revenue recognition is appropriately explained and critical judgements and key sources of
estimation uncertainty are appropriately disclosed.
Key observations
Based on the results of the audit procedures outlined above, we have no observations to report.
The impacts of the key judgements and estimates applied in respect of revenue recognition are
disclosed in note 2 to the financial statements.
No key audit matters were identified in respect of the Parent Company.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
138
Independent auditor’s report to the members
ofAlfaFinancial Software Holdings plc continued
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of
our audit procedures. When evaluating whether the effects of misstatements, both individually and on the financial statements as a
whole, could reasonably influence the economic decisions of the users we take into account the qualitative nature and the size of the
misstatements. Based on our professional judgement, we determined materiality as follows:
Group Parent company
Overall materiality
£1.48m (2022: £1.43m) £1.47m (2022: £1.41m)
Basis for determining
overallmateriality
5% of profit before tax
(2022:5%ofprofitbefore tax)
1% of net assets, capped at 99%
ofgroupoverall materiality
(2022:1%ofnetassets, capped
at99%ofgroup overall materiality)
Rationale for benchmark applied
As a listed entity, profit before
taxationisconsidered the most
appropriate benchmark for users
ofthefinancial statements.
Net assets is considered to be the
mostappropriate benchmark for
theparent company as it is primarily
aholding company.
Performance materiality
£1.11m (2022: £1.08m) £1.10m (2022: £1.05m)
Basis for determining
performance materiality
75% of overall materiality 75% of overall materiality
Reporting of misstatements
totheAudit Committee
Misstatements in excess of £0.07m and
misstatements below that threshold that,
in our view, warranted reporting on
qualitative grounds.
Misstatements in excess of £0.07m and
misstatements below that threshold that,
in our view, warranted reporting on
qualitative grounds.
An overview of the scope of our audit
The group has operations located in the following countries:
United Kingdom
United States of America
Germany
Australia
New Zealand
Although the structure of the group is made up of a number of legal entities, we have assessed that the group is a single component
forthe purposes of our audit because financial information is presented to management and the Board on a consolidated basis
andthegroup’s financial statements report a single segment and do not disclose any specific divisional information. The group’s
principal activity is consistent across all locations with a commonality of operations and there is operational interdependence
acrossthe group.
Our audit approach covers 100% of profit before tax, revenue and total assets. All audit work was completed by the group audit team
and no component auditors were used in our audit.
139
Strategic report
Corporate governance Financial statements Other information
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 groups and parent
companys ability to continue to adopt the going concern basis of accounting included:
Checking the arithmetic accuracy of the forecasts that form the basis of the directors’ going concern assessment and
Viabilitystatement;
Corroborating the cash balance that is used as the starting point for the forecasts by confirming to bank confirmations;
Challenging management’s forecasts and comparing the 2024 budget to YTD results and order book;
Assessing the assumptions made in managements stress-testing;
Completing further sensitivity analysis and stress-testing of management’s forecasts;
Auditing the disclosures in the financial statements in respect of going concern and viability.
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 or the 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 entity reporting on how they have 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.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditors
report thereon. The directors are responsible for the other information contained within the annal 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.
Opinions on other matters 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.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
140
Independent auditor’s report to the members
ofAlfaFinancial Software Holdings plc continued
Matters on which we are required to report by exception
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 material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
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 and the part of the directors’ remuneration report to be audited are not in agreement
with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Corporate governance statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the parent company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review by the Listing Rules.
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:
Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on page 31;
Directors’ explanation as to their assessment of the group’s prospects, the period this assessment covers and why the period is
appropriate set out on pages 45-47;
Director’s statement on whether it has a reasonable expectation that the group will be able to continue in operation and meets its
liabilities set out on pages 46;
Directors’ statement on fair, balanced and understandable set out on page 100;
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 32;
Section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on
page 100; and
Section describing the work of the audit committee set out on pages 95-102.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement on page 134 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.
141
Strategic report
Corporate governance Financial statements Other information
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 auditors 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.
The extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient
appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material
amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with
other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or
suspected non-compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements
due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud
through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified
during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the
entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection
offraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit
engagementteam:
obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the group
and parent company operate in and how the group and parent company are complying with the legal and regulatory frameworks;
inquired of management, and those charged with governance, about their own identification and assessment of the risks of
irregularities, including any known actual, suspected or alleged instances of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and
where the financial statements may be susceptible to fraud.
The most significant laws and regulations were determined as follows:
Legislation/Regulation Additional audit procedures performed by the Group audit engagement team included:
UK-adopted IAS, FRS 102 and
Companies Act 2006
Review of the financial statement disclosures and testing to supporting documentation;
Completion of disclosure checklists to identify areas of non-compliance.
Tax compliance regulations Inspection of advice received from internal/external tax advisors;
Consultation with a tax specialist regarding the approach taken to the audit of tax;
Consideration of whether any matter identified during the audit required reporting to an
appropriate authority outside the entity.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
142
Independent auditor’s report to the members
ofAlfaFinancial Software Holdings plc continued
The areas that we identified as being susceptible to material misstatement due to fraud were:
Risk Audit procedures performed by the audit engagement team:
Revenue recognition The audit procedures performed in relation to revenue recognition are documented in the key
audit matter section of our audit report for implementation software and services revenue. In
respect of ongoing software and services revenue our procedures included:
Recalculation of the revenue recognised in the year for a sample of customers based on time
worked and other supporting information;
Examining disclosures made in the financial statements to determine if these have been made in
line with IFRS 15 ‘Revenue from contracts with customers’.
Capitalisation of
development costs
Examining the Investment Committee meeting minutes for any projects which may indicate the
understatement of amounts capitalised during the period;
Interviewing relevant personnel to understand the projects capitalised in the period and the
nature of projects not capitalised;
Verifying the amounts capitalised during the year by reference to underlying payroll records and
timesheet data.
Examining for a sample of projects whether these had been accounted for in line with IAS 38
‘Intangible assets’.
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;
Evaluating the business rationale of any significant transactions that are unusual or outside the
normal course of business.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters which we are required to address
Following the recommendation of the audit committee, we were appointed by management in July 2020 to audit the financial
statements for the year ending 31 December 2020 and subsequent financial periods.
The period of total uninterrupted consecutive appointments is 4 years, covering the years ending 31 December 2020 to
31December2023.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we
remain independent of the group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee in accordance with ISAs (UK).
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 will 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 auditors report provides
no assurance over whether the annual financial report has been prepared using the single electronic format specified in the ESEF RTS.
Graham Ricketts (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor, Chartered Accountants
25 Farringdon Street, London, United Kingdom, EC4A 4AB
13 March 2024
143
Strategic report
Corporate governance Financial statements Other information
£m
Note
2023
2022
Continuing operations
Revenue
5
102.0
93.3
Cost of sales
(38.3)
(33.4)
Gross profit
63.7
59.9
Sales, general and administrative expenses
(3 4 . 3)
(3 1. 0)
Other income
0.7
0.7
Operating profit
6
30.1
29.6
Share of net loss of joint venture
19
(0. 3)
(0 .1)
Profit before net finance costs and tax
29.8
29.5
Finance income
10
0.3
Finance expense
10
(0 .5)
(0.6)
Profit before taxation
29.6
28.9
Taxation
11
(6 .1)
(4 .4)
Profit for the financial year
23.5
24.5
Other comprehensive income:
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations
27
(0. 2)
0.4
Other comprehensive (loss)/income net of tax
(0. 2)
0.4
Total comprehensive income for the year
23.3
24.9
Earnings per share (in pence) for profit attributable
to the ordinary equity holders of the Company
Basic
12
7.99
8.24
Diluted
12
7.90
8.09
The above consolidated statement of profit or loss and comprehensive income should be read in conjunction with the
accompanyingnotes.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
144
Consolidated statement of profit or loss and comprehensive income
£m
Note
2023
2022
Assets
Non-current assets
Goodwill
14
24.7
24.7
Other intangible assets
15
5.0
2.9
Property, plant and equipment
16
1.0
1.0
Right-of-use assets
17
6.1
7.1
Deferred tax assets
18
0.3
1.6
Interests in joint venture
19
0.2
Total non-current assets
37.1
37.5
Current assets
Trade receivables
20
5.6
8.9
Accrued income
21
4.6
6.5
Prepayments
21
3.8
4.5
Other receivables
21
0.3
0.2
Corporation tax recoverable
21
1.9
0.2
Cash and cash equivalents
22
21.8
18.7
Total current assets
38.0
39.0
Total assets
75.1
76.5
Liabilities and equity
Current liabilities
Trade and other payables
23
10.0
9.5
Lease liabilities
24
1.4
1.3
Contract liabilities
23
14.2
14.8
Total current liabilities
25.6
25.6
Non-current liabilities
Lease liabilities
24
6.8
8.0
Provisions for other liabilities
25
0.7
0.9
Total non-current liabilities
7.5
8.9
Total liabilities
33.1
34.5
Capital and reserves
Share capital
26
0.3
0.3
Translation reserve
27
0.2
0.4
Own shares
28
(8 .7)
(7. 5)
Retained earnings
50.2
48.8
Total equity
42.0
42.0
Total liabilities and equity
75.1
76.5
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
The consolidated financial statements on pages 144 to 183 were approved and authorised for issue by the Board of Directors on 13
March 2024 and signed on its behalf.
Andrew Denton Duncan Magrath
Chief Executive Officer Chief Financial Officer
Alfa Financial Software Holdings PLC – Registered number: 10713517
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Strategic report
Corporate governance Financial statements Other information
Consolidated statement of financial position
Equity
attributable to
Share Own Translation Retained owners of the
£m
Note
capitalsharesreserveearningsparent
Balance as at 1 January 2022
0.3
(3.4)
46.5
43.4
Profit for the financial year
24.5
24.5
Other comprehensive income
0.4
0.4
Total comprehensive income for the year
0.4
24.5
24.9
Transactions with owners in their capacity as
owners:
Equity-settled share-based payment schemes
29
1.5
1.5
Equity-settled share-based payment schemes –
deferred tax impact
18
0.1
0.1
Dividends
31
(2 2.5)
(22.5)
Own shares distributed
28
1.5
(1. 3)
0.2
Own shares acquired
28
(5.6)
(5.6)
Balance as at 31 December 2022
0.3
(7. 5)
0.4
48.8
42.0
Profit for the financial year
23.5
23.5
Other comprehensive (loss)
(0 . 2)
(0. 2)
Total comprehensive income for the year
(0 . 2)
23.5
23.3
Transactions with owners in their capacity
asowners:
Equity-settled share-based payment schemes
29
1.5
1.5
Equity-settled share-based payment schemes –
deferred tax impact
18
(0. 5)
(0.5)
Dividends
31
(19 . 7)
(19 . 7)
Own shares distributed
28
3.6
(3.4)
0.2
Own shares acquired
28
(4.8)
(4.8)
Balance as at 31 December 2023
0.3
(8 .7)
0.2
50.2
42.0
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
146
Consolidated statement of changes in equity
£m
Note
2023
2022
Cash flows from operating activities
Profit before tax
29.6
28.9
Net finance costs
0.2
0.6
Share of net loss from joint venture
0.3
0.1
Operating profit
30.1
29.6
Adjustments:
Depreciation
6/16/17
1.8
2.2
Amortisation
6/15
0.7
0.8
Share-based payment charge
29
1.6
1.8
RDEC tax credit
6
(0 .5)
Net gain on disposal of assets
(0. 3)
Movement in provisions
25
(0. 2)
(0. 5)
Movement in working capital:
Movement in contract liabilities
23
(0.6)
3.8
Movement in trade and other receivables
20/21
5.8
(3.6)
Movement in trade and other payables (excluding contract liabilities)
23
0.5
0.2
Cash generated from operations
39.2
34.0
Interest element on lease payments
10/24
(0. 4)
(0.6)
Other interest paid
10
(0 .1)
Income taxes paid
(6. 5)
(6 . 2)
Net cash generated from operating activities
32.2
27.2
Cash flows from investing activities
Purchases of property, plant and equipment
16
(0.6)
(0 .7)
Purchases of computer software
15
(0 .1)
Payments for internally developed software
15
(2. 8)
(1. 5)
Interest received
10
0.3
Net cash used in investing activities
(3 .1)
(2. 3)
Cash flows from financing activities
Dividends paid to Company shareholders
31
(19 . 7)
(22 .5)
Principal element on lease payments
24
(1. 3)
(1. 6)
Purchase of own shares
28
(4.8)
(5 .6)
Cash used in financing activities
(2 5. 8)
(2 9.7)
Net increase/(decrease) in cash
3.3
(4.8)
Cash and cash equivalents at the beginning of the year
22
18.7
23.1
Effect of foreign exchange rate changes on cash and cash equivalents
(0. 2)
0.4
Cash and cash equivalents at the end of the year
22
21.8
18.7
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
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Corporate governance Financial statements Other information
Consolidated statement of cash flows
1. Summary of significant accounting policies
This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements.
These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for
the Group, consisting of Alfa Financial Software Holdings PLC (Alfa or the Company), its subsidiaries and joint venture, and are
presented to the nearest £0.1m unless otherwise stated.
The principal activity of the Group is to provide software solutions and consultancy services to the auto and equipment finance
industry in the United Kingdom, North America, Europe, Australasia and Africa.
1.1 Basis of preparation
Compliance with IFRS
The Consolidated Financial Statements of the Group have been prepared in accordance with the Companies Act 2006 and with
United Kingdom adopted International Accounting Standards.
Historical cost convention
The consolidated financial statements have been prepared under the historical cost convention, other than the revaluation of
financial assets and financial liabilities recorded at fair value through profit or loss.
Going concern
The financial statements are prepared on the going concern basis. The Group continues to be cash-generative and the Directors
believe that the Group has a resilient business model. The Group meets its day-to-day working capital requirements through its cash
reserves generated from operating activities. The Group’s forecasts and projections, taking account of reasonably possible changes
in trading performance, show that the Group has sufficient cash reserves to continue to operate for a period of not less than 12
months from the date of these financial statements.
The going concern assessment also includes downside stress testing in line with FRC guidance which demonstrates that even in the
most extreme downside conditions considered reasonably possible, given the existing level of cash held, the Group would continue
to be able to meet its obligations as they fall due.
On this basis, the Directors consider it appropriate to continue to adopt the going concern basis of accounting in preparing the
financial statements.
New and amended standards adopted by the Group
In the current year, the Group has applied a number of amendments to IFRS Accounting Standards issued by the International
Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2023.
Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements. The
amendments relevant to the Group are:
Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction;
Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates;
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Disclosure of Accounting policies; and
Amendments to IFRS 10 and IAS 28 – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture.
New standards, amendments and interpretations not yet adopted
At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRS Standards
that have been issued but are not yet effective:
Amendments to IAS 1 – Non-current liabilities with covenants; Amendments to IFRS 16 – Leases on sale and leaseback;
Amendments to IAS 7 and IFRS 7 – Supplier finance; and Amendments to IAS 21 – Lack of Exchangeability.
The adoption of these is not expected to have a material impact on the financial statements of the Group.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
148
Notes to the consolidated financial statements
for the year ended 31 December 2023
1.2 Group structure
Basis of consolidation
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
Unless otherwise stated, subsidiaries have share capital consisting solely of ordinary shares, and the proportion of ownership
interests held equals the voting rights held by the Group. The country of incorporation or registration is also each subsidiary’s
principal place of business.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation. All subsidiaries have
a 31 December year end.
The Group exercises control over the employee benefit trust because it is exposed to, and has a right to, variable returns from this
trust and is able to use its power over the trust to affect those returns. The trust is therefore consolidated by the Group.
Joint arrangements
A joint arrangement is a contractual arrangement whereby the Group and other parties undertake an economic activity that is
subject to joint control; that is, when the relevant activities that significantly affect the investee’s returns require the unanimous
consent of the parties sharing control.
Joint control is the contractually agreed sharing of control of an arrangement, and exists only when decisions about the activities
that significantly affect the arrangement’s returns require the unanimous consent of the parties sharing control. Judgement
is required in determining this classification through an evaluation of the facts and circumstances arising from each individual
arrangement. Joint arrangements are classified as either joint operations or joint ventures based on the rights and obligations
of the parties to the arrangement. In joint operations, the parties have rights to the assets and obligations for the liabilities
relating to the arrangement, whereas in joint ventures, the parties have rights to the net assets of the arrangement.
Alfa only has one joint venture, namely Alfa iQ Limited, which was formed in May 2020. The investment in the joint venture is
accounted for using the equity method. The Group’s share of the joint ventures net profit/(loss) is based on its most recent financial
statement drawn up to the Group’s balance sheet date. The total carrying value of investment in the joint venture represents the cost
of the investment, including loans which form part of the net investment in the joint venture, plus the share of post-acquisition
retained earnings and any other movements in reserves less any impairment in the value of the investment.
The carrying values of joint ventures are reviewed on a regular basis and if there is objective evidence that an impairment in value
has occurred as a result of one or more events during the period, the investment is impaired. The Group’s share of the joint venture’s
losses in excess of its interest in that joint venture is not recognised to the extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the joint venture. Unrealised gains arising from transactions with joint ventures are
eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same
way, but only to the extent that there is no evidence of impairment.
Loans to the joint venture are measured at fair value on initial recognition, and subsequently carried at amortised cost. Any surplus
between the nominal and fair value of the loan is recognised as an investment in the joint venture.
As explained on page 10, the activity in Alfa IQ is being brought fully into the Group. As a result, the Alfa iQ joint venture ceased its
activity in late 2023 and the structure is now in the process of being formally dissolved.
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Strategic report
Corporate governance Financial statements Other information
1. Summary of significant accounting policies continued
1.3 Segment reporting
Operating and reporting segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker (CODM). The Group’s Chief Executive Officer (CEO), who is responsible for allocating resources and assessing
performance, has been identified as the CODM.
The CODM regularly reviews the Groups operating results in order to assess performance and to allocate resources. The CODM
considers the business from a product perspective and, therefore, recognises one operating and reporting segment, being the sale
of software and related services. The Group splits revenue by type of activity but reports operating results on a consolidated basis,
as presented to the CODM, along with the required entity wide disclosures.
The Group discloses revenue split by type of activity, being Subscription, Software and Services.
a. Subscription revenues include recurring revenues paid on a monthly or annual basis, including subscription licence revenues,
maintenance and cloud hosting.
b. Software revenues include revenues from the recognition of customised licence revenue, one-off licence fees and any
development revenues.
c. Services revenues are revenues from any work done for customers including pre-implementation, implementation work, and
ongoing services, but excludes any revenue from development work which is disclosed in Software.
See note 1.5 for details of our revenue recognition accounting policy and note 2 for the critical accounting judgements and estimates
in relation to revenue recognition.
1.4 Foreign currency translation
Functional currency
Items included in the consolidated financial statements of each of the Group’s subsidiaries are measured using their functional
currency. The functional currency of the parent and each subsidiary is the currency of the primary economic environment in which
the entity operates. See applicable exchange rates used in 2023 and 2022 below:
2023
2022
Closing
Average
Closing
Average
USD
1.27
1.24
1.21
1.24
EUR
1.15
1.15
1.13
1.17
NZD
2.01
2.02
1.90
1.95
AUD
1.87
1.87
1.77
1.78
Presentation currency
The consolidated financial statements are presented in pounds sterling. The Companys functional and presentation currency is
pounds sterling.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
150
Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have
a functional currency different from the presentation currency are translated into the presentation currency as follows:
Assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at the date
of that consolidated statement of financial position;
Income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average
exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the dates of the transactions); and
All resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities are recognised in other
comprehensive income. When a foreign operation is sold, the associated exchange differences are reclassified to profit or loss, as
part of the gain or loss on sale.
Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies using the exchange rates prevailing at the
dates of the transactions. Foreign exchange differences arising from the settlement of such transactions and from the translation at
the reporting date of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. See applicable
exchange rates used by the Group above.
1.5 Revenue recognition
The Group derives revenue by type of activity being Subscription, Software and Services (as disclosed in note 1.3).
i Subscription revenue includes the periodic rights to use Alfa Systems, periodic maintenance, subscription (including cloud
hosting) and one-off revenue relating to catch-up periodic maintenance;
ii Software revenue includes development revenue (part of the customised licence revenue), options over the right to use
Alfa Systems, and one-off licence fees; and
iii Services revenue includes software implementation services.
The Group provides the right to use, software development services, core implementation services and ongoing support of its
product, Alfa Systems. The Group’s contractual arrangements contain multiple deliverables or services, such as the development
or customisation of the software to the customer’s requirements, implementation services such as migration of data and testing,
and certain project management services.
Alfa assesses whether there are distinct performance obligations at the start of each contract and throughout the performance of
the implementation, development and services projects and maintenance period. These performance obligations are laid out below.
Any one contract may include a single performance obligation or a combination of those listed below:
1.5.1 Software implementation services
Where implementation services are considered to be distinct, i.e. when relatively straightforward, do not require additional
development services and could be performed by an external third party, the implementation services are accounted for as
a separate performance obligation from any development services.
When a customer is in the process of implementing the software, the transaction price is allocated to this based on the stand-alone
selling prices (derived from standard day rates) and is recognised over time based on the effort incurred, limited to the amount
to which Alfa has a right to payment. Over time recognition is considered appropriate as customers simultaneously receive and
consume the benefits provided. For customers under the Groups subscription-based contracts that are undergoing implementation,
revenue for software implementation services is deemed to be distinct from any other performance obligation and is recognised
based on a percentage-of-completion basis.
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Corporate governance Financial statements Other information
1. Summary of significant accounting policies continued
1.5 Revenue recognition continued
When the type of services provided are ongoing services, the transaction price is deemed to be the actual day rate, and revenue is
recognised at a point in time as the service is provided.
1.5.2 Development services and licence services (the customised licence)
Another performance obligation is the granting of a right to use Alfa Systems, which includes the delivery of the related software
licence and any development efforts which change the underlying code.
During the initial phase of implementing the software, the total revenue attributable to this performance obligation is estimated at
the outset of the relevant software implementation project and recognised as the effort is expended, on a percentage-of-completion
basis, limited to the amount of revenue to which Alfa has the right to payment. See note 5.6 for the accounting policy for variable
consideration. A percentage-of-completion basis has been used because customers obtain the ability to benefit from the product
from the start of the implementation project; the development or customisation of the asset is tailored to the customer’s specific
requirements; and the customer is entitled to the benefits of the efforts as at the date the efforts are delivered, so recognition over
time is appropriate.
Revenue attributable to development services is valued using the residual value method as there are no stand-alone selling prices
which are observable, as each project is customised. For customers under the Group’s subscription-based contracts that are
undergoing implementation, revenue for development services is deemed to be distinct from any other performance obligation
and is recognised based on a percentage-of-completion basis.
Once the customer is already using the software and the services provided are ongoing development, the transaction price is
deemed to be the actual day rate and revenue is recognised at a point in time as the development service is provided.
1.5.3 Option over the right to use Alfa Systems
In the event that perpetual licence customers have to pay periodic maintenance fees in order to keep using Alfa Systems, a
component of these future maintenance fees is attributable to the right to use the software. In these circumstances, the licence
granted by Alfa is considered to renew in future periods. There may be a material right in respect of discounts in future periods. In
order to ascribe a value to this option, management annualises the value of the customised licence performance obligation and
compares it to the annual right to use software performance obligation post go live.
The value of this option is built up from the start of the implementation project in line with the percentage of completion of
development revenue described in note 1.5.2 above. Following the completion of the implementation project, the value of this option
is recognised evenly over the expected remaining customer life.
1.5.4 Periodic right to use Alfa Systems
When a customer pays its maintenance fee annually, this performance obligation represents the proportion of this fee which relates
to the periodic option to renew the right to use Alfa Systems. If there is the right of clawback of the annual right to use, such amounts
are recognised throughout the annual period. If there is no right of clawback, then the annual right to use amount is recognised in full
when there is a right of collection.
When a customer pays for its maintenance fee as part of a subscription contract (see note 1.5.6 below), it will not be treated as a
separate performance obligation (and will instead be part of the subscription amount).
1.5.5 Periodic maintenance amounts
This represents the stand-alone selling price of the ongoing support or maintenance of Alfa Systems which is recognised throughout
the period over which the services are delivered.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
152
Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
1.5.6 Subscription amounts
Certain of the Group’s implementation and service contracts include a subscription payment mechanism. This represents a monthly
fee charged to the customer covering one or more of the following performance obligations: the provision of monthly hosting
services; the monthly periodic right to use Alfa Systems; and the provision of monthly maintenance services (when this becomes
applicable to the customer). The monthly payments are recognised as revenue in the period to which they relate. This reflects the
underlying performance obligations of the Group and termination rights of the customer.
1.5.7 One-off revenue amounts
From time to time, the Group is entitled to receive one-off licence revenue from its customers as they increase the number of
contracts on their version of Alfa Systems. Additionally, there are times when catch-up periodic maintenance amounts are entitled to
be received by the Group, also as a result of the increased number of contracts. Generally, this revenue is recognised at the point in
time it is invoiced, or becomes contractually payable, reflecting the fact that the Group has no remaining performance obligations
to satisfy.
Capitalised sales incentive costs
The Group incentivises its sales force for securing sales. In line with IFRS 15, these costs are capitalised and are amortised in line with
the percentage of completion of the software implementation project.
Costs to fulfil contracts
The Group has recognised an asset in relation to employee costs to fulfil its long-term development contracts (as disclosed in note
21). These costs relate directly to the contracts, generate or enhance resources to be used to satisfy performance obligations in the
future and are expected to be recovered. This asset is presented within prepayments in the statement of financial position. These
costs are amortised within cost of sales in line with the percentage of completion of the development project.
1.6 Operating expenses
Operating expenses include items such as personnel costs (including training and recruitment), cost of software not capitalised,
research and development costs, and other infrastructure expenses. These items have been grouped into the following categories
for disclosure purposes:
Cost of sales – This includes salaries and other direct costs associated with satisfying customer contracts (including hosting costs)
and for developing software.
Sales, general and administrative expenses – This includes all the residual operating costs.
1.7 Income tax
Taxation expense for the year comprises current and deferred tax recognised in the reporting period. Tax is recognised in profit and
loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. Current or deferred
taxation assets and liabilities are not discounted.
Current tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the
countries where the Group and its subsidiaries operate and generate taxable income. Management periodically evaluates positions
taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions
where appropriate on the basis of amounts expected to be paid to the tax authorities.
Under the R&D Expenditure Credit (also referred to as the ‘RDEC) scheme, the Group has received a tax credit based on qualifying
R&D expenditure. This tax credit is recognised within pre-tax income, as ‘Other Income’.
Deferred tax
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the Group’s consolidated financial statements. However, the deferred income tax is not
accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the
time of the transaction affects neither accounting nor taxable profit or loss.
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1.7 Income tax continued
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date
and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which
the temporary differences can be utilised. Deferred income tax assets and liabilities are offset when there is a legally enforceable
right to offset current tax assets against current tax liabilities and when the deferred income taxes, assets and liabilities relate to
income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an
intention to settle the balances on a net basis.
1.8 Leases
Alfa enters into lease contracts in respect of various properties and motor vehicles. These rental contracts are typically made for
fixed periods of two to ten years, and sometimes have extension options. Lease terms are negotiated on an individual basis and
contain a wide range of different terms and conditions. In accordance with IFRS 16, leases are recognised as a right-of-use asset with
a corresponding liability, at the date at which the leased asset is available for use by Alfa. These assets and liabilities are initially
measured on a present value basis (as set out in more detail below), with each subsequent lease payment allocated between the
liability and finance cost. The finance cost is charged to profit or loss over the lease period to produce a constant periodic rate of
interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset’s
useful life and the lease term on a straight-line basis.
Alfa assesses whether a contract is, or contains, a lease at inception of the contract. The Group recognises a right-of-use asset and
a corresponding lease liability, with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined
as leases with a lease term of 12 months, or less) and leases of low-value assets. For these leases, the Group recognises the lease
payments as an expense on a straight-line basis over the term of the lease, unless another systematic basis is more representative
of the time pattern in which economic benefits from the leased assets are consumed.
Lease liabilities
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental
borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
Fixed lease payments (including in substance fixed payments), less any lease incentives;
Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
The amount expected to be payable by the lessee under residual value guarantees;
The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
Penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The lease liability is presented in separate lines, split between current and non-current liabilities, in the consolidated statement of
financial position. It is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the
effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group re-measures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
The lease term has changed, or there is a change in the assessment of exercise of a purchase option, in which case the lease
liability is re-measured by discounting the revised lease payments using a revised discount rate;
The lease payments change due to changes in an index, or rate, or a change in expected payment under a guaranteed residual
value. In these cases, the lease liability is re-measured by discounting the revised lease payments, using the initial discount rate
(unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used); and
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Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is
re-measured by discounting the revised lease payments using a revised discount rate.
Right-of-use assets
The right-of-use assets comprise:
The initial measurement of the corresponding lease liability;
Lease payments made at, or before, the commencement day;
Any initial direct costs; and
Restoration cost.
The right-of-use assets are presented as a separate line in the consolidated statement of financial position.
The right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses (if applicable).
They are depreciated from the commencement date of the lease and over the shorter period of the lease term and useful life of the
underlying asset. If a lease transfers ownership of the underlying asset, or the cost of the right-of-use asset reflects an expectation
that the Group will exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying
asset. Currently, the Group does not have any leases that include a purchase option, or transfer ownership of the underlying asset.
Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located,
or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and
measured under IAS 37.
Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be
extended (or not terminated). The assessment is reviewed if a significant event or a significant change in circumstances occurs which
affects this assessment and that is within the control of the lessee. During the current financial period, there have been no changes
in such assessments.
Variable rents that do not depend on an index, or rate, are not included in the measurement of the lease liability and the right-of-use
asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments
occurs and are included as an expense in the consolidated statement of profit or loss and comprehensive income.
1.9 Impairment of non-financial assets
Goodwill is tested annually for impairment. The carrying amount is allocated to the cash-generating unit (CGU) that is expected to
benefit from investment and which represents the lowest level at which the goodwill is monitored for internal management
purposes. The carrying value of the CGU is then compared to the higher of its fair value less costs of disposal and its value in use.
Any impairment attributed to the goodwill is recognised immediately as an expense and is not subsequently reversed.
Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount might
not be recoverable. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an assets fair value less costs of disposal and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are
largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other
than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
1.10 Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand as well as short-term deposits with original maturities of three months
or less.
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1.11 Financial assets
Recognition and de-recognition
Financial assets are recognised in the statement of financial position when the Group becomes party to the contractual provision of
the instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial
asset and substantially all the risks and rewards are transferred.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price
in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).
Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:
Amortised cost;
Fair value through profit or loss (FVTPL); and
Fair value through other comprehensive income (FVOCI).
In the periods presented, the Group does not have any material financial assets categorised as FVTPL or FVOCI. The classification is
determined by both:
The entity’s business model for managing the financial asset; and
The contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognised in profit or loss, where material, are presented within finance
costs, finance income or other financial items, except for impairment of trade receivables which is presented within sales, general
and administrative expenses.
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
They are held within a business model whose objective is to hold the financial assets and collect their contractual cash flows; and
The contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the
effect of discounting is immaterial. The Groups trade and most other receivables (notes 20 and 21) and cash and cash equivalents
(note 22) fall into this category of financial instruments.
Impairment of financial assets
Under IFRS 9, the requirements are to use forward-looking information to recognise expected credit losses – the ‘expected credit loss
(ECL) model. The Group considers a broad range of information when assessing credit risk and measuring expected credit losses,
including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the
future cash flows of the instrument.
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Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
1.12 Trade receivables
Trade receivables are amounts due from customers for licences sold or services performed in the ordinary course of business.
They are generally due for settlement within 30 days of the invoice date and are therefore all classified as current. Trade receivables
are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision
for impairment. An impairment loss is recognised when there is objective evidence that the Group will not be able to collect all
amounts due according to the original terms of the receivable.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance.
To measure the expected credit losses, trade receivables have been grouped based on days overdue. The expected impairment loss
is recognised in the consolidated statement of profit or loss and comprehensive income within sales, general and administrative
expenses, and subsequent recoveries are credited to the same account previously used to recognise the impairment charge. During
the current and prior period, the result of the above was immaterial and no impairment loss has been recognised.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above.
The credit qualities of these receivables are periodically assessed by reference to external credit ratings (if available) or to historical
information about their default rates. The Group does not hold any collateral as security.
As the total carrying amount of the current portion of the trade and other receivables is due within the next 12 months after the
reporting date, the impact of applying the effective interest method is not significant and, therefore, the carrying amount equals
the contractual amount or the fair value initially recognised.
1.13 Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is
directly attributable to the acquisition of the item. Depreciation on assets is calculated using the straight-line method to allocate their
cost over their estimated useful lives, as follows:
Fixtures and fittings: 3-10 years
IT equipment: 2-5 years
The assets’ residual values and useful lives are reviewed and adjusted if necessary at each reporting date. An assets carrying amount
is written down immediately to its recoverable amount if the assets carrying amount is greater than its estimated recoverable
amount. Repairs and maintenance are charged to the consolidated statement of profit or loss and comprehensive income as
incurred. Any gains or losses on disposals are recognised within sales, general and administrative expenses in the consolidated
statement of profit or loss and comprehensive income unless otherwise specified.
Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount, which is the higher of an assets fair value less costs to sell and value in use. For the purpose of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.
1.14 Goodwill and other intangible assets
Goodwill
Goodwill arose on the acquisition of subsidiaries in 2012 as part of a group reorganisation and represents the excess of the
consideration transferred over the fair value of the identifiable assets acquired and the liabilities and contingent liabilities assumed.
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1.14 Goodwill and other intangible assets continued
The Group assesses whether goodwill has suffered any impairment on an annual basis in accordance with the accounting policy
stated in note 1.9 above. There is one CGU, being the Group, as its geographical operations do not have separate or distinct cash
inflows. The recoverable amount of goodwill has been determined based on value-in-use calculations using cash flow projections
from financial budgets and forecasts.
Budgeted cash flow projections are based on the expectation of signing new customers in the Group’s sales pipeline as well as
ongoing projects with existing customers. Budgeted gross margin is based on historical evidence and the expectations of market
development and efficiency leverage. Management believes that any reasonable change in any of the key assumptions on
which the recoverable amount is based would not cause the reported carrying amount to exceed the recoverable amount of the
CGU. The discount rate used reflects the Group’s pre-tax weighted average cost of capital (WACC), as adjusted for region-specific
risks and other factors as required by IFRS.
Intangible assets
Internally generated product development costs only qualify for capitalisation if the Group can demonstrate all of the following:
The technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete the
intangible asset and use or sell it;
Its ability to use or sell the intangible asset, including how the intangible asset will generate probable future economic benefits;
The existence of a market or, if it is to be used internally, the usefulness of the intangible asset;
The availability of adequate technical, financial and other resources to complete the development and to use or sell the
intangible asset; and
Its ability to measure reliably the expenditure attributable to the intangible asset during development.
Commercial viability of new products, modules or capabilities is generally not proven until the major high-risk development issues
have been resolved through testing of the specific development. Development expenditure incurred on minor or major upgrades, or
other changes in software functionality, does not satisfy the criteria, where it is considered that the product is not substantially new
in its design or functional characteristics. Such expenditure is therefore recognised as an expense. See note 15 for disclosure of
development costs which have met the criteria of IAS 38 for recognition. The Group continually assesses the eligibility of
development costs for capitalisation on a project-by-project basis.
Externally acquired intangible assets are initially recorded at historical cost. Historical cost includes expenditure that is directly
attributable to the acquisition of the item.
The Group amortises intangible assets with a limited useful life, using the straight-line method over the following periods:
Computer software: licence period or 10 years as applicable
Internally generated software: 3-5 years
Amortisation is presented within sales, general and administrative expenses.
Research and development costs which do not meet the criteria set out above are recognised as an expense when incurred.
Development costs previously recognised as an expense are not recognised as an asset in subsequent periods.
1.15 Trade and other payables
Trade payables are obligations to pay for goods or services which have been acquired in the ordinary course of business from
suppliers. Trade payables are recognised initially at fair value and subsequently measured at amortised costs using the effective
interest rate method. As the total carrying amount is due within the next 12 months from the reporting date, the impact of applying
the effective interest method is not significant and, therefore, the carrying amount equals the contractual amount or the fair value
initially recognised.
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Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
The Group’s financial liabilities include trade and other payables and lease liabilities. Financial liabilities are initially measured at fair
value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through
profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method. All interest-
related charges and, if applicable, changes in an instruments fair value that are reported in profit or loss are included within finance
costs or finance income. The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged,
cancelled or expired.
Trade and other payables and lease liabilities are classified as current liabilities if payment is due within one year or less. If not, they
are presented as non-current liabilities.
1.16 Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely
than not that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made.
When the effect of the discounting is material, provisions are measured at the present value of the expenditures expected to be
required to settle the obligation.
1.17 Employee benefits
The Group provides a range of benefits to employees, including paid holiday arrangements and defined contribution pension plans.
Short-term benefits
Short-term benefits, including health cover and other similar non-monetary benefits, are recognised as an expense in the period in
which the service is received.
Post-employment benefits
The Group operates various defined contribution plans for its employees. A defined contribution plan is a pension plan where the
Group pays fixed contributions into a separate independent entity. The Group has no legal or constructive obligation to pay further
contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to the employee’s service in the
current and prior periods.
Employee share scheme expense
The Group makes equity-settled share-based payments to certain employees, which are measured at fair value at the date of grant
and expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest. For
those share schemes with market-related vesting conditions, the fair value is determined using the Monte Carlo model at the grant
date. For share options issued with EPS (non-market) performance vesting conditions, the fair value of the underlying vehicle is equal
to the grant date share price discounted by the expected dividend yield to reflect the lack of dividend accrual over the vesting period.
For all other share awards, those with pure employment conditions attached, the fair value is determined by reference to the market
value of the shares at the grant date or (where they have an exercise price) by using the Black Scholes model. For all share schemes
with non-market vesting conditions, the likelihood of vesting has been taken into account when determining the relevant charge.
Vesting assumptions are reviewed during each reporting period to ensure they reflect current expectations.
1.18 Equity
Ordinary shares
Ordinary shares are classified as equity. There are no restrictions on the distribution of capital and the repayment of capital.
Cumulative translation reserve
Exchange differences arising on translation of foreign subsidiaries are recognised in other comprehensive income and accumulated
in a separate reserve within equity. The cumulative amount would be reclassified to profit or loss if the entity was disposed of.
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1.18 Equity continued
Own shares
Own shares represent the shares of the parent company Alfa Financial Software Holdings PLC that are either held by the employee
benefit trust, or acquired by the Group as part of its share buy-back programme (see note 28).
Own shares are recorded at cost and deducted from equity.
1.19 Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of Alfa by the weighted average number of
ordinary shares outstanding during the year (excluding own shares held).
Diluted earnings per share
Diluted earnings per share is calculated in line with the basic earnings per share calculation above except that the weighted average
number of shares includes all potentially dilutive options granted by the reporting date as if those options had been exercised on the first
day of the accounting period or the date of the grant, if later. The shares have no right to voting or to dividends while held in trust.
2. Critical accounting judgements, estimates and assumptions
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual
results. Management also needs to exercise judgement in applying the Group’s accounting policies.
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more
likely to be materially adjusted in future periods due to estimates and assumptions turning out to be wrong. Detailed information
about each of these estimates and judgements is included in other notes, together with information about the basis of calculation
for each affected line item in the financial statements.
2.1 Critical judgements in applying the Group’s accounting policies
Revenue recognition – Assessing performance obligations
The Group is required to make an assessment as to whether the implementation process, which includes customised licence and
implementation revenue streams as well as any maintenance fees during this phase, forms one or a number of performance
obligations. Since the residual value method is used for the customised licence revenue (as explained in note 1.5), the estimation
of fair value of implementation revenue will impact the contract consideration assigned to the customised licence.
In addition, the Group is also required to make an assessment as to whether each contract contains an expectation to deliver
multiple separate instances of the customised licence which may form separate groups of distinct performance obligations. In doing
the above, the Group assesses each software implementation contract as to whether the underlying software requires significant
modification or customisation by the Group in order to meet the customer’s requirements before Alfa Systems can be utilised by the
customer. Therefore, judgement is required in determining which efforts relate to the implementation process and which efforts
could be determined to be development services which change or enhance the underlying code. In making this judgement, the Group
assesses the contractual terms and the original project plan for the implementation but also uses historical evidence of what
constitutes core implementation work.
Internally generated software development – Assessing whether a project meets criteria of IAS 38
The Group is required to make an assessment of each ongoing project in order to determine at what stage (if at all) a project
meets the criteria outlined in the Group’s accounting policies. Such assessment may, in certain circumstances, require significant
judgement. In making this judgement, the Group evaluates, amongst other factors, the stage at which technical feasibility has been
achieved, management’s intention to complete and use or sell the product, the likelihood of success, the availability of technical and
financial resources to complete the development phase and management’s ability to measure reliably the expenditure attributable
to the project. Research and product development expenditure incurred on minor or major upgrades, or other changes in software
functionality, does not satisfy the criteria where it is considered that the product is not substantially new in its design or functional
characteristics. Such expenditure is therefore recognised as an expense.
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Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
2.2 Key sources of estimation uncertainty
Revenue recognition – Estimates feeding through to the customised licence
The customised licence and its associated material right are both impacted by the following estimates:
Assigning a stand-alone selling price for implementation services day rates: the Group assesses the value of the implementation
services delivered by assessing the effective day rate for an implementation contract, taking into account all revenue streams from
implementation contracts against day rates of similar projects in the same geographies;
Estimating the appropriate life of customer relationship: the Group calculates the material right deferral of the customised licence
based on the total customer relationship life. This is also the time over which the material right will be spread; and
Determining the split of maintenance amount between support efforts and right to use: the Group must estimate what percentage
of the total maintenance fee relates to the customised licence.
A change to the stand-alone selling price for implementation services to the effective day rate, or an increase in expected customer
life by a year, or a 10% variance in the split of maintenance amount between support efforts and right to use, results in an impact on
revenue for the year of up to an increase/decrease of £0.1m.
3. Financial risk management
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note
describes the Groups objectives, policies and processes for managing those risks and the methods used to measure them. Further
quantitative information in respect of these risks is presented throughout these financial statements.
Area
Exposure arising from
Measurement
Management
Market risk – Contracted revenue and costs Cash flow forecasting and Natural hedging from
foreign exchange denominated in a currency foreign exchange sensitivity localised cost base and
other than the entity’s conversion of foreign currency
functional currency; and cash balances into pounds
sterling
Monetary assets and
liabilities denominated in Use of forward contracts
a currency other than the entity’s to manage some of the
functional currency. foreign exchange risk (these are
not hedge accounted)
Credit risk – cash balances
Cash and cash equivalents
Credit ratings
Diversification of bank deposits
Credit risk – customer Trade receivables and Ageing analysis Credit checks and
receivables accrued income contractual payment terms
Credit ratings
Liquidity
Cash and cash equivalents
Daily cash reporting
Cash forecasting and managing
maturity of cash deposits
The Group’s overall risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Groups financial performance. The Group has used financial instruments to hedge certain risk exposures in
the past. Risk management is carried out by the finance function under policies approved by the Board. The finance function
identifies, evaluates and mitigates financial risks when deemed necessary.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, so that it can
provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure.
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3. Financial risk management continued
3.1 Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risks arising from various currencies, primarily with respect
to those described below. Revenue is predominantly denominated in pounds sterling and US dollars. Operating costs are influenced
by the currencies of the countries where the Group’s subsidiaries are based, and pounds sterling and the US dollar are the currencies
in which most operating costs are denominated.
The split by currency in relation to trade receivables is set out in note 20.
The Group’s exposure to foreign currency risk in relation to revenue is set out in note 5.4.
The Group utilised forward contracts in both 2023 and 2022 to hedge against foreign currency exposure. The Group has one
outstanding commercial foreign exchange contract at 31 December 2023 with a fair value of £0.2m (2022: none outstanding). No
hedge accounting has been applied in the year.
A 10% increase in the USD:GBP exchange rate in the year ended 31 December 2023 would have increased revenue and profit by 3%
and 6% respectively (2022: 4% and 8% respectively). Management believes that 10% is a reasonable sensitivity given historical
exchange rate movement.
3.2 Credit risk
a. Credit risk related to transactions with financial institutions
Credit risk with financial institutions is managed by the Group’s finance function in accordance with a Board-approved treasury
policy. Management is not aware of any significant risks associated with financial institutions as a result of cash and cash equivalents
deposits (including short-term investments) and financial derivative transactions.
b. Credit risks related to customer trade receivables
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, change
of strategy and default or delinquency in payments are considered indicators that a trade receivable could be impaired. Given the
complexity, the size and the length of certain software implementation of related projects, a delay in the settlement of an open
trade receivable does not necessarily constitute objective evidence that the trade receivable is irrecoverable.
The Group’s customer base predominantly consists of large financial institutions that are financially sound. The responsibility for
customer credit risk management rests with management of the Group. Payment terms are set in accordance with practices in the
different geographies and end-markets served, typically being 30 days from the date of the invoice. Trade receivables are actively
monitored and managed. Collection risk is mitigated through prompt submission of invoices. Historically, there has been a de minimis
level of customer default as a result of the long history of dealing with the Group’s customer base and an active credit monitoring
function. Where applicable, credit limits may be established based on internal or external rating criteria, which take into account such
factors as the financial condition of the customers, their credit history and the risk associated with their industry segment.
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Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
The Group applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance
for all trade receivables and accrued income. To measure the expected credit losses, trade receivables and accrued income have
been grouped based on shared credit risk characteristics and the days past due. The accrued income relates to unbilled work in
progress and has substantially the same risk characteristics as the trade receivables for the same types of contracts, other than
where the Group has collected upfront payments in the form of licence fees at the start of a software implementation contract.
The expected loss rates of trade receivables are based on the payment profiles of customer invoices over a period of 36 months
before 31 December 2023 (2022: 31 December 2022), and the corresponding historical credit losses experienced within this period.
The historical loss rates are then adjusted to reflect current or forward-looking information in relation to any macroeconomic factors
affecting the ability of the customers to settle the receivables. The same approach is applied to both trade receivables and accrued
income expected credit loss provisions.
The Group has not identified any current factors or forward-looking information which would be relevant to the historical loss rates.
Therefore, on this basis, the loss allowance as at 31 December 2023 and 31 December 2022 was immaterial for both trade receivables
and accrued income.
See note 20 – Trade receivables for the ageing of trade receivables and significant customer credit risk exposure.
3.3 Liquidity risk
The Group’s principal objectives when managing capital are to ensure that funds are available to support its growth strategy and to
safeguard the Group’s ability to continue as a going concern.
The capital structure of the Group consists of cash and cash equivalents (note 22) and equity attributable to equity holders of
the parent.
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group manages its exposure to liquidity risk through short and long-term forecasts and by seeking to align the maturity profiles
of its financial assets with its financial liabilities. The Group’s policy is to maintain an adequate level of liquidity to meet its liabilities
expected to be settled in the short or near term, under both normal and stressed conditions.
The following table details the remaining contractual maturity of the Group’s financial liabilities. The amounts disclosed in the table
are the contractual undiscounted cash flows.
31 December 2023
Less than Between 6 to Between 1 to 2 Between 2 to 5 More than 5
£m
Total
6 months 12 months years years years
Trade and other payables
8.0
8.0
Lease liabilities – future lease payments
9.3
0.8
0.9
1.6
4.6
1.4
31 December 2022
Less than Between 6 to Between 1 to 2 Between 2 to 5 More than 5
£m
Total
6 months 12 months years years years
Trade and other payables
7.6
7.6
Lease liabilities – future lease payments
10.9
0.9
0.9
1.7
4.6
2.8
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4. Segments and principal activities
4.1 Revenue by stream
The Group assesses revenue by type of activity, being Subscription, Software and Services, as summarised below:
£m
2023
2022
Subscription
31.8
27.4
Software
15.6
16.3
Services
54.6
49.6
Total revenue
102.0
93.3
4.2 Non-current assets geographical information
Non-current assets attributable to each geographical market:
£m
2023
2022
UK
35.7
34.4
USA
1.0
1.2
Rest of World
0.1
0.3
Total non-current assets
36.8
35.9
Revenue by geographical market is contained within note 5.3. The table above excludes deferred tax assets for both 2023 and 2022.
5. Revenue from contracts with customers
5.1 Customer concentration
There were no customers with revenue accounting for more than 10% of total revenue in the current year. In the prior year, one
customer had revenue accounting for 11% of total revenue.
5.2 Timing of revenue
The Group derives revenue from the transfer of goods and services as follows over time and at a point in time in the following
revenue segments:
2023 Total
£m
Subscription
Software
Services
revenue
At a point in time – time and materials
9.8
39.3
49.1
At a point in time – fixed price
0.5
0.5
Over time – time and materials
3.5
15.3
18.8
Over time – fixed price
31.8
1.8
33.6
Total revenue
31.8
15.6
54.6
102.0
2022 Total
£m
Subscription
Software
Services
revenue
At a point in time – time and materials
8.9
33.1
42.0
At a point in time – fixed price
0.4
0.4
0.8
Over time – time and materials
6.1
16.1
22.2
Over time – fixed price
27.4
0.9
28.3
Total revenue
27.4
16.3
49.6
93.3
All goods and services are sold directly to customers.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
164
Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
5.3 Revenue geographical information
Revenue attributable to each geographical market based on where the customer mainly utilises its instance of Alfa, or where the
service is rendered, is as follows:
£m
2023
2022
UK
38.1
31.0
USA
33.6
33.6
Rest of EMEA (excl. UK)
23.1
21.3
Rest of World
7.2
7.4
Total revenue
102.0
93.3
5.4 Revenue by currency
Revenue by contractual currency is as follows:
£m
2023
2022
GBP 46.3 39.0
USD 34.6 34.3
Euro 13.9 12.6
Other 7.2 7.4
Total revenue 102.0 93.3
5.5 Liabilities from contracts with customers
£m
2023
2022
Contract liabilities – deferred licence and fees 8.0 8.6
Contract liabilities – deferred maintenance 6.2 6.2
Total contract liabilities 14.2 14.8
Contract liabilities – deferred licence
Where a customer purchases a perpetual software licence, this is generally invoiced upfront at the commencement of the
implementation project. Customers generally require additional development efforts over the life of the implementation project
in order to customise the underlying code within Alfa Systems. Together, these two elements form the Group’s customised licence
performance obligation. The fair value of this performance obligation is determined using the residual method as set out in
note 1.5.2 and this fair value is recognised as the development effort is expended, on a percentage-of-completion basis.
As such, the deferred licence contract liability balance as at 31 December 2023 and 31 December 2022 represents any amounts
received in advance for the customised licence performance obligation being satisfied (including any unrecognised software licence
amounts that were received upfront). Additionally, where an option over the right to use Alfa Systems in the future exists, the value
of this is also included within the deferred licence contract liability. The contract liability relating to the material right value is
increased over the life of the implementation project in line with the percentage of completion of the development efforts and then
released on a straight-line basis over the expected remaining customer life post completion of the implementation project.
The deferred licence contract liability balance will increase during the year as a result of:
Any new upfront software licence payments;
Any write back in previously recognised revenue as a result of project extensions or re-plans;
Decreasing percentage of completion of development efforts; and
Any additional material right balances that are added during the year.
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5. Revenue from contracts with customers continued
5.5 Liabilities from contracts with customers continued
The deferred licence contract liability balance will decrease during the year as a result of:
Increasing percentage of completion of development efforts; and
Any release of material right balances following the completion of the implementation project.
Contract liabilities – deferred maintenance
The majority of the Group’s customers are invoiced annually in advance for the maintenance and support service provided by the
Group. As such, the deferred maintenance contract liability balance will increase as a result of billing and invoices becoming due,
and will decrease as the Group satisfies its associated performance obligations. The deferred maintenance contract liability balance
as at 31 December 2023 and 31 December 2022 therefore represents the Group’s unsatisfied period maintenance performance
obligation for which the revenue has been invoiced in advance.
5.6 Unsatisfied performance obligations
During 2020, the Group entered into a new one-off five-year contract with a customer to renew its software licence and maintenance
agreements. The total amount of the contract price from this non-cancellable contract that relates to the performance obligations
that are unsatisfied at 31 December 2023 is £4.0m (2022: £6.2m). We expect to recognise £2.2m in the next financial year and then
the remaining £1.8m in the final financial year of the contract, being 2025.
In addition, the Group has unsatisfied or partially satisfied performance obligations at 31 December 2023 that relate to the licence
customisation for those customers that have ongoing implementation projects. This performance obligation includes the delivery
of the related software licence and any development efforts which will change the underlying code. Linked to certain of these
ongoing and future projects, and also to certain implementation projects completed during 2023, the Group also has unsatisfied or
partially satisfied performance obligations at 31 December 2023 that relate to the option over the right to use Alfa Systems, and in
particular any material right in respect of discounts to be received by customers in future periods.
The above includes certain amounts recognised as contract liabilities. The transaction price allocated to these unsatisfied or partially
satisfied performance obligations as at 31 December 2023 is £9.4m (2022: £11.0m). This amount is expected to be recognised over
the remaining life of the implementation projects, in respect of the licence and development efforts, and over the expected customer
life (following the completion of the implementation project) in respect of the option over the right to use Alfa Systems. Of the £9.4m,
it is expected that £2.0m will be recognised in 2024, with the remainder being recognised in subsequent years.
These unsatisfied or partially satisfied performance obligations are based on management’s best judgement and may be impacted
in the future by a number of factors including:
Any possible contract modifications;
Currency fluctuations;
External market factors; and
Changes to the overall forecast project plan including the overall life of the implementation project and any required
development efforts.
The Group applies the practical expedient in paragraph 121 of IFRS 15 and does not disclose information about the unsatisfied
performance obligations that have original expected durations of one year or less. This includes those performance obligations
linked to ongoing services for all project types (i.e. subscription, software and services).
The Group also applies the practical expedient in paragraph B16 of IFRS 15 and does not disclose the amount of the transaction
price allocated to the unsatisfied contract performance obligations where consideration will be received directly corresponding to
the value of the performance obligation in the future and this consideration aligns to the value received to date for the corresponding
performance obligation. This includes those performance obligations linked to our software implementation services.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
166
Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
The disclosures above for unsatisfied or partially satisfied performance obligations are not relevant to our subscription performance
obligations as these are typically satisfied on a monthly basis in line with the termination rights of the customers (see note 1.5.6).
The Group has variable consideration in the form of contract banding for its licence and maintenance volumes. It is included it in the
transaction price only to the extent that it is highly probable that a significant reversal of revenue will not occur when the uncertainty
associated with the variable consideration is subsequently resolved.
6. Operating profit
The following items have been included in arriving at operating profit in the table below:
£m
2023
2022
Research and development costs
3.1
2.2
Depreciation of property, plant and equipment
0.6
0.5
Depreciation of right-of-use lease assets
1.2
1.7
Amortisation of intangible assets
0.7
0.8
Foreign exchange loss/(gain)
0.1
(1.1)
Forward foreign exchange contracts (gain)
(0.4)
Share-based payments (including social security contributions)
1.6
1.8
RDEC tax credit*
(0.5)
Costs related to possible offers **
0.6
* The RDEC tax credit of £0.5m has been presented within ‘Other Income’. See note 1.7.
** Costs related to possible offers of £0.6m were incurred in 2023 (2022: nil). These related to legal fees and expenses incurred as a result of two possible
offers from private equity firms.
7. Personnel-related costs
£m
2023
2022
Wages and salaries
38.5
34.8
Social security contributions (on wages and salaries)
5.1
4.4
Pension costs
3.2
2.6
Profit share pay*
3.8
3.5
Share-based payments**
1.6
1.8
Total employment costs
52.2
47.1
* Profit share pay refers to a pool of money (that equates to approximately 10% of the Group’s pre-tax profits) which is shared amongst the
employees, excluding Directors and some other senior managers, as a percentage of basic salary. The amount disclosed includes the related
social security contributions.
** This includes the related social security contributions.
Average monthly number of people employed based on location (including Executive Directors)
2023
2022
UK
334
307
USA
86
75
Rest of World
43
38
Total average monthly number of people employed
463
420
At 31 December 2023, the Group had 475 employees (2022: 441).
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8. Key management
Key management compensation (including Directors):
£m
2023
2022
Wages, salaries and short-term benefits
2.1
2.7
Social security contributions
0.2
0.3
Post-employment benefits
0.1
Share-based payments*
1.0
1.1
Total key management compensation
3.3
4.2
* This includes the related social security contributions.
Key management personnel consist of the Company Leadership Team and the Executive and Non-Executive Directors. Directors
remuneration is detailed in the Remuneration Report on Page 115.
9. Auditor’s remuneration
The Group obtained the following services from the Group’s auditor as detailed below:
£m
2023
2022
Audit fees
RSM UK Audit LLP
Audit of the consolidated financial statements
0.2
0.2
Audit of subsidiaries
0.2
0.2
Total audit fees
0.4
0.4
Audit-related assurance fees
Review of interim financial report
0.1
0.1
Total audit-related assurance fees
0.1
0.1
Non-audit services
Total audit and non-audit-related services
0.5
0.5
10. Finance income and expense
£m
2023
2022
Finance income
Interest income on cash or short-term bank deposits
0.3
£m
Note
2023
2022
Finance expense
Interest on lease liabilities
24
(0.4)
(0.6)
Other interest expense
(0.1)
Total finance expense
(0.5)
(0.6)
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
168
Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
11. Income tax expense
Analysis of charge for the year
£m
2023
2022
Current tax:
Current tax on profit for the year
6.1
5.2
Adjustment in respect of prior years
(1.2)
(1.4)
Foreign tax on profit of subsidiaries for the current year
0.5
0.3
Current tax
5.4
4.1
Deferred tax:
Origination and reversal of temporary differences
0.7
0.2
Adjustment in respect of prior years
0.1
Deferred tax
0.7
0.3
Total tax charge in the year
6.1
4.4
The effective tax rate for the year is lower (2022: lower) than the standard rate of corporation tax in the UK. The effective tax rate
for the year ended 31 December 2023 was 20.6% (2022: 15.2%). The effective tax rate for the year is impacted by favourable
adjustments in respect to prior years totalling £1.2m (2022: £1.3m), due predominately to the benefit of the R&D claim for 2022
(2022: due to the benefit of the R&D claim for 2021 of £0.9m and favourable adjustments in respect to prior year provisions of £0.4m).
As the Group is now required to claim relief for R&D under the UK RDEC regime, no tax rate benefit will be expected in the future (the
tax benefit is instead reflected in lower cash tax payable) and, as a consequence, the effective tax rate will trend towards the UK
statutory tax rate.
The overall tax charge for the year is reconciled as follows:
Analysis of charge for the year
£m
2023
2022
Profit on ordinary activities before taxation
29.6
28.9
Profit on ordinary activities at the standard rate of corporation tax – 23.5% (2022: 19.0%)
7.0
5.5
Tax effects of:
Effect of different tax rates of subsidiaries operating in other jurisdictions
0.1
Adjustment in respect of prior years
(1.2)
(1.3)
Impact of disallowable items
0.2
Other
0.1
0.1
Total tax charge for the year
6.1
4.4
The rate of UK corporation tax increased from 19% to 25% with effect from April 2023. The blended rate of UK corporation tax for
2023 is therefore 23.5%.
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12. Earnings per share
2023
2022
Profit attributable to equity holders of Alfa (£m)
23.5
24.5
Weighted average number of shares outstanding during the year
294,462,166
296,309,874
Basic earnings per share (pence per share)
7.99
8.24
Weighted average number of shares outstanding including potentially dilutive shares
298,119,816
302,038,789
Diluted earnings per share (pence per share)
7.90
8.09
The weighted average number of ordinary shares in issue excludes 5,537,834 (2022: 3,690,126) shares, being the weighted average
number of shares held by the Group under the employee benefit trust, and in Treasury as a result of the share buy-back programme
(that completed in June 2023). The weighted average diluted number of ordinary shares outstanding, including share awards, uses an
average of 3,657,650 (2022: 5,728,914) dilutive ordinary shares.
13. Financial assets and liabilities
£m
Note
2023
2022
Financial assets
Financial assets at amortised cost:
Trade receivables
20
5.6
8.9
Other financial assets at amortised cost
21
4.9
6.7
Cash and cash equivalents
22
21.8
18.7
Total financial assets
32.3
34.3
Financial liabilities
Financial liabilities at amortised cost:
Trade and other payables
23
8.0
7.6
Lease liabilities
24
8.2
9.3
Total financial liabilities
16.2
16.9
14. Goodwill
£m
2023
2022
Cost
At 1 January
24.7
24.7
At 31 December
24.7
24.7
The recoverable amount of goodwill has been determined based on value-in-use calculations using cash flow projections from
financial budgets and forecasts for a five-year period using a pre-tax discount rate of 10.4% (2022: 12.2%) which is based on the CGUs
weighted average cost of capital. Cash flows beyond these periods have been extrapolated using a steady 2.7% (2022: 2.5%) average
growth rate which is reflective of management’s best estimate at the time. Management believes that any reasonable change in any
of the key assumptions on which the recoverable amount is based would not cause the reported carrying amount to exceed the
recoverable amount of the CGU.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
170
Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
15. Other intangible assets
Internally
Computer generated
£m software
software
Total
Cost
At 1 January 2022
1.6
3.1
4.7
Additions
0.1
1.5
1.6
Disposals
(0.3)
(0.3)
At 31 December 2022
1.7
4.3
6.0
Amortisation
At 1 January 2022
0.9
1.4
2.3
Charge for the period
0.1
0.7
0.8
Disposals
At 31 December 2022
1.0
2.1
3.1
Net book value
At 31 December 2022
0.7
2.2
2.9
Cost
At 1 January 2023
1.7
4.3
6.0
Additions
2.8
2.8
At 31 December 2023
1.7
7.1
8.8
Amortisation
At 1 January 2023
1.0
2.1
3.1
Charge for the period
0.1
0.6
0.7
At 31 December 2023
1.1
2.7
3.8
Net book value
At 31 December 2023
0.6
4.4
5.0
Significant movement in other intangible assets
During 2023, Alfa developed new internally generated software at a cost of £2.8m (2022: £1.5m). This software will be amortised over
three to five years.
The total research and product development expense for the period was £3.1m (2022: £2.2m).
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16. Property, plant and equipment
Fixtures and
£m
fittings
IT equipment
Total
Cost
At 1 January 2022
1.2
3.5
4.7
Additions
0.4
0.3
0.7
Disposals
(0.1)
(0.1)
At 31 December 2022
1.5
3.8
5.3
Depreciation
At 1 January 2022
0.8
3.1
3.9
Charge for the year
0.2
0.3
0.5
Disposals
(0.1)
(0.1)
At 31 December 2022
0.9
3.4
4.3
Net book value
At 31 December 2022
0.6
0.4
1.0
Cost
At 1 January 2023
1.5
3.8
5.3
Additions
0.1
0.5
0.6
Disposals
(1.1)
(1.1)
At 31 December 2023
1.6
3.2
4.8
Depreciation
At 1 January 2023
0.9
3.4
4.3
Charge for the year
0.2
0.4
0.6
Disposals
(1.1)
(1.1)
At 31 December 2023
1.1
2.7
3.8
Net book value
At 31 December 2023
0.5
0.5
1.0
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
172
Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
17. Right-of-use assets
£m
Motor vehicles
Property
Total
Cost
At 1 January 2022
0.4
19.2
19.6
Additions
0.1
0.1
Disposals
(8.3)
(8.3)
At 31 December 2022
0.5
10.9
11.4
Depreciation
At 1 January 2022
0.2
5.0
5.2
Charge for the year
0.1
1.6
1.7
Disposals
(2.6)
(2.6)
At 31 December 2022
0.3
4.0
4.3
Net book value
At 31 December 2022
0.2
6.9
7.1
Cost
At 1 January 2023
0.5
10.9
11.4
Additions
0.2
0.2
At 31 December 2023
0.7
10.9
11.6
Depreciation
At 1 January 2023
0.3
4.0
4.3
Charge for the year
0.2
1.0
1.2
At 31 December 2023
0.5
5.0
5.5
Net book value
At 31 December 2023
0.2
5.9
6.1
The disposal in 2022 relates to the assignment of the lease to the 9th floor of Moor Place, 1 Fore Street Avenue, London. Refer to
note 32.3.
The Group recognised the following amounts in the consolidated statement of profit or loss and comprehensive income in relation to
leases under IFRS 16:
£m
2023
2022
Depreciation
(1.2)
(1.7)
Interest expense
(0.4)
(0.6)
Short-term lease expense
(0.1)
(0.2)
Sub-lease rentals
One of the leased properties was being sub-leased to tenants under operating leases, with rentals payable quarterly. This sub-lease
ended during 2022. Minimum lease payments receivable on these sub-leases of property are as follows:
£m
2023
2022
Within one year
Later than one year but not later than five years
Later than five years
Total sub-lease payments receivable
Income from sub-lease in the year
0.5
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Corporate governance Financial statements Other information
18. Deferred income tax
The provision for deferred tax consists of the following deferred tax assets/(liabilities) relating to accelerated capital allowances and
short-term timing differences in relation to accruals and share-based payments.
£m
2023
2022
Balance as at 1 January
1.6
1.8
Effect of changes in tax rates
(0.1)
Adjustments in respect of prior period
(0.1)
Deferred income taxes recognised in the consolidated statement of profit or loss
and comprehensive income
(0.7)
(0.2)
Deferred tax on share-based payments recognised in reserves
(0.5)
0.1
Balance as at 31 December
0.3
1.6
Consisting of:
Depreciation in excess of capital allowances
(0.1)
(0.1)
Other timing differences
0.4
1.7
Balance as at 31 December
0.3
1.6
Deferred income tax liabilities have not been recognised for the withholding tax and other taxes that would be payable on
the unremitted earnings of certain subsidiaries as the Group is able to control the timing of these temporary differences and
it is probable that they will not reverse in the foreseeable future. Unremitted earnings totalled £5.5m at 31 December 2023
(2022: £4.1m).
At the reporting date, the provision for deferred tax comprised net deferred tax assets of £0.4m relating to overseas group
companies, and net deferred tax (liabilities) in respect to the UK of £(0.1m). In the prior year, the provision for deferred tax comprised
net deferred tax assets of £0.4m relating to overseas group companies, and net deferred tax assets in respect to the UK of £1.2m.
19. Interests in joint venture
At the beginning of May 2020, the Group formed Alfa iQ, a joint venture established to greatly enhance Alfas ability to develop
artificial intelligence solutions for the auto and equipment finance industry. The joint venture was set up 51:49 between Alfa and
Bitfount, a company founded by Blaise Thomson. The financial and operating activities of the Group’s joint venture are jointly
controlled by the participating shareholders. The participating shareholders have rights to the net assets of the joint venture through
their equity shareholdings. As explained on page 10, the activity in Alfa iQ is being brought fully into the Group. As a result, the Alfa iQ
joint venture ceased its activity in late 2023 and the structure is now in the process of being formally dissolved. The investment in
joint venture and the loan have therefore been written off as at 31 December 2023. The interest in the joint venture consists of part
investment and part loan to the joint venture, accounted for as set out in note 1.2.
Investment
£m
2023
2022
Carrying amount as at 1 January
0.1
0.2
Other movements
0.1
Share of net loss from the joint venture
(0.2)
(0.1)
Carrying amount as at 31 December
0.1
Loan to joint venture
£m
2023
2022
Carrying amount as at 1 January
0.1
0.1
Loan write off
(0.1)
Carrying amount as at 31 December
0.1
The loss from interest in joint ventures is £0.3m (2022: £0.1m) made up of both Alfa’s share of its loss for the year and also the write
off of the loan (as part of bringing in Alfa iQ’s operations into Alfa). The total interest in the joint venture is £nil (2022: £0.2m).
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
174
Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
20. Trade receivables
£m
2023
2022
Trade receivables
5.6
8.9
Provision for impairment
Trade receivables – net
5.6
8.9
Ageing of trade receivables
Ageing of net trade receivables £m
2023
2022
Within agreed terms
5.0
6.4
Past due 1-30 days
0.6
2.4
Past due 31-90 days
0.1
Past due 91+ days
Trade receivables – net
5.6
8.9
The Group believes that the amounts that are past due are fully recoverable as there are no indicators of future delinquency or
potential litigation.
Currency of trade receivables
£m
2023
2022
GBP
2.6
4.5
USD
2.4
2.7
Other
0.6
1.7
Trade receivables – net
5.6
8.9
Trade receivables due from significant customers
There were no customers with revenue accounting for more than 10% of total revenue in the current year. In the prior year, the one
customer with revenue accounting for more than 10% of total revenue had outstanding trade receivables of £0.7m (all amounts have
since been collected).
Impairment and risk exposure
Information about the impairment of trade receivables and the Group’s exposure to market risk (specifically foreign currency risk)
and credit risk can be found in note 3.
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21. Other receivables held at amortised cost
£m
2023
2022
Accrued income
4.6
6.5
Prepayments
3.8
4.5
Corporation tax recoverable
1.9
0.2
Other receivables
0.3
0.2
Total other receivables held at amortised cost
10.6
11.4
Accrued income represents fees earned but not yet invoiced at the reporting date which have no right of offset with contract
liabilities – deferred licence amounts. Faster invoicing at December 2023 reduced the accrued income balance, which reduced by
£1.9m compared with December 2022.
Prepayments include £1.3m (2022: £1.7m) of deferred costs in relation to costs to fulfil contracts – see note 1.5. During the year,
£0.2m (2022: £0.3m) relating to costs to fulfil contracts has been recognised within cost of sales.
Corporate tax recoverable at the reporting date of £1.9m (2022: £0.2m) represents UK tax, pending the submission of R&D related
claims for 2022 and 2023.
22. Cash and cash equivalents
£m
2023
2022
Cash at bank and in hand
21.8
18.7
Cash and cash equivalents
21.8
18.7
Currency of cash and cash equivalents
£m
2023
2022
GBP
13.5
10.0
USD
3.4
4.3
AUD
1.8
2.1
EUR
2.2
1.9
Other
0.9
0.4
Cash and cash equivalents
21.8
18.7
Cash and cash equivalents are all held with banks and other financial instructions which must fulfil credit rating and investment
criteria approved by the Board.
23. Current and non-current liabilities
£m
2023
2022
Trade payables
0.5
0.8
Other payables
9.5
8.7
Contract liabilities – deferred licence and fees
8.0
8.6
Contract liabilities – deferred maintenance
6.2
6.2
Lease liabilities (note 24)
8.2
9.3
Provisions for other liabilities (note 25)
0.7
0.9
Total current and non-current liabilities
33.1
34.5
Less non-current portion
(7.5)
(8.9)
Total current liabilities
25.6
25.6
Other payables includes amounts relating to other tax and social security of £2.0m (2022: £1.9m). Of the remainder, £5.4m
(2022: £5.3m) relates to amounts due as part of payroll.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
176
Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
24. Lease liabilities
The following table sets out the reconciliation of the lease liabilities from 1 January 2022 to the amount disclosed at 31 December 2023:
£m
Total
Lease liabilities recognised at 1 January 2022
17.1
Additions
0.1
Disposals
(6.3)
Interest charge
0.6
Payments made on lease liabilities
(2.2)
At 31 December 2022
9.3
Additions
0.2
Disposals
Interest charge
0.4
Payments made on lease liabilities
(1.7)
At 31 December 2023
8.2
Additions to lease liabilities include extensions to existing lease agreements. Total lease payments in 2023 were £1.8m (2022: £2.4m).
Below is the maturity analysis of the lease liabilities:
£m
2023
2022
Non-current
6.8
8.0
Current
1.4
1.3
Total lease liabilities
8.2
9.3
No later than one year
1.7
1.8
Between one year and five years
6.2
6.2
Later than five years
1.4
2.9
Total future lease payments
9.3
10.9
Total future interest payments
(1.1)
(1.6)
Total lease liabilities
8.2
9.3
The Group’s net debt is made up of cash and cash equivalents and lease liabilities. The movement during the year in lease liabilities
is set out above. Movements in cash and cash equivalents are set out in the cash flow statement. These are the only changes in
liabilities arising from financing activities in the year.
177
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Corporate governance Financial statements Other information
25. Provision for other liabilities
£m
At 1 January 2022
1.4
Provided in the period
0.3
Utilised in the period
(0.3)
Released in the period
(0.5)
At 31 December 2022
0.9
Provided in the period
0.2
Utilised in the period
(0.4)
Released in the period
At 31 December 2023
0.7
Provisions for other liabilities comprise amounts for office dilapidations and employer taxes on share-based payments. It is expected
that these will be utilised as follows: £0.3m in 2030 and £0.4m over various years.
26. Share capital
2023
2022
Issued and fully paid
Shares
£m
Shares
£m
Ordinary shares – 0.1 pence
300,000,000
0.3
300,000,000
0.3
Balance as at 31 December
300,000,000
0.3
300,000,000
0.3
No additional shares have been issued or cancelled in the year ended 31 December 2023.
27. Translation reserve
£m
2023
2022
At 1 January
0.4
Currency translation of subsidiaries
(0.2)
0.4
At 31 December
0.2
0.4
28. Own shares
£m
2023
2022
Balance at 1 January
7.5
3.4
Acquired in the year
4.8
5.6
Distributed on exercise of options
(3.6)
(1.5)
Balance at 31 December
8.7
7.5
On 18 January 2022, the Group announced the launch of a share buy-back programme which ended on 30 June 2023. Refer to the
Company website for more details.
The own shares reserve represents the cost of shares in Alfa Financial Software Holdings PLC that have been:
Purchased in the market and held by the Group’s employee benefit trust to satisfy options under the Group’s share options plans
The number of shares held as at 31 December 2023 was 721,036 (FY 2022: 2,163,952); and
Purchased in the market and held by the Group as a result of the share buyback programme that was launched on 18 January 2022.
The number of shares held at 31 December 2023 was 4,775,119 (FY 2022: 2,832,073).
Own shares distributed relates to shares distributed to employees from the employee benefit trust for bonus awards under share
schemes. As at 31 December 2023, the Group held 1.84% (2022: 1.67%) of its own called-up share capital.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
178
Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
29. Share awards
The Group recognised total expenses relating to share-based payment of £1.6m (2022: £1.8m) in the current year. Of this, £1.3m
(2022: £1.6m) relates to equity-settled LTIP schemes and £0.3m (2022: £0.2m) relates to Employee ShareSave schemes. See further
detail below. The outstanding share schemes are made up of the following:
Share options Share options
Exercise 31 December 31 December
Grant date
Condition type
Plan
Vesting date
price 2023 2022
June 2020
Service and Performance LTIP
June 2023
0p
2,286,502
June 2020
Service Only
LTIP
June 2023
0p
35,971
April 2021
Service and Performance LTIP
April 2024
0p
1,070,668
1,070,668
November 2021
Service Only
LTIP
October 2024
0p
60,872
60,872
November 2021
Service Only
UK Employee ShareSave
January 2025
153.6p
172,832
397,228
November 2021
Service Only
US Employee ShareSave
January 2024
167.0p
40,323
70,515
April 2022
Service and Performance LTIP
April 2025
0p
741,162
741,162
April 2022
Service Only
LTIP
April 2025
0p
237,965
237,965
April 2022
Service Only
US Employee ShareSave
June 2024
141.1p
27,727
36,731
May 2022
Service Only
UK Employee ShareSave
June 2025
132.8p
214,383
530,320
September 2022
Service Only
LTIP
September 2025
0p
5,917
5,917
April 2023
Service and Performance LTIP
April 2026
0p
913,963
April 2023
Service Only
LTIP
April 2026
0p
383,814
April 2023
Service Only
UK Employee ShareSave
June 2026
109.6p
857,493
April 2023
Service Only
US Employee ShareSave
June 2025
116.5p
54,960
The weighted average share price at the date of exercise for share options exercised during the period was 161.7 pence (2022: 150.0
pence). The options outstanding at 31 December 2023 had a weighted average exercise price of 34.7 pence (2022: 27.1 pence), and a
weighted average remaining contractual life of 1.5 years (2022: 1.2 years).
The opening weighted average exercise price at 1 January 2023 was 27.1 pence (1 January 2022: 24.1 pence). The weighted average
exercise price of options forfeited and exercised during the year was 161.2 pence (31 December 2022: 128.5 pence). The expected
price volatility is based on the historical volatility adjusted for any expected changes to future volatility due to publicly available
information. The weighted average exercise price of options granted in the period was 45.4 pence (2022: 48.7 pence).
The total share-based payment charge relating to Alfa Financial Software Holdings PLC shares for the year is split as follows:
£m
2023
2022
Employee share schemes – value of services
1.5
1.5
Expense in relation to fair value of social security liability on employee share schemes
0.1
0.3
Total cost of employee share schemes
1.6
1.8
Details of the share options outstanding during the year are as follows:
2023
2022
Outstanding at 1 January
5,473,851
5,470,741
Conditionally awarded in year
2,210,230
1,552,095
Exercised
(2,322,473)
(1,032,382)
Forfeited or expired in year
(579,529)
(516,603)
Outstanding at 31 December
4,782,079
5,473,851
Exercisable at the end of the year
179
Strategic report
Corporate governance Financial statements Other information
29. Share awards continued
29.1 LTIPs
The June 2020 LTIP awards vested during the year. The exercise of these awards had a net impact of £1.7m on own shares and £3.4m
on retained earnings.
The 2021 April LTIP awards and the 2022 April LTIP awards (service and performance conditions) are conditional on performance
conditions, 50% based on EPS performance (non-market condition) and 50% on TSR (market condition) as well as a three-year
employment fulfilment. The fair value of these awards has been determined using the Monte Carlo model.
The 2021 November LTIP awards, the 2022 April LTIP awards and the 2022 September LTIP awards (service conditions) are conditional
on employment only. The fair value of these awards is equal to the closing share price on the date of grant, discounted by the
expected 12-month dividend yield to reflect the lack of dividend accrual over the vesting period. The expected price volatility is based
on the historical volatility (based on the remaining life of the scheme), adjusted for any expected changes to future volatility due to
publicly available information.
The 2023 April LTIP awards (service and performance conditions plan) are granted conditional on performance conditions, 50%
based on EPS performance (non-market condition) and 50% on TSR (market condition) as well as a three year employment fulfilment.
For those awards with market-related vesting conditions, the fair value has been determined using the Black Scholes model at the
grant date. For awards issued with EPS (non-market) performance vesting conditions, the fair value of the underlying option is equal
to the grant date share price. The following table lists the inputs to the model used for the awards granted in the year ended 31
December 2023 based on information at the date of grant:
LTIP awards (granted in April)
TSR element
EPS element
Share price at date of grant
139.0p
139.0p
Award price
0p
0p
Volatility
47.0%
0.0%
Embedded TSR
10.3%
Average correlation
19.8%
Life of award
3 years
3 years
Risk-free rate
3.43%
Fair value per award
68.1p
124.1p
In April 2023, the Group awarded to certain employees an LTIP conditional on employment only. The fair value of these awards on the
date of grant is 124.1p, discounted by the expected 12-month dividend yield to reflect the lack of dividend accrual over the vesting
period (three years).
All of these Company schemes, as well as any non-cyclical awards, are equity-settled by award of ordinary shares.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
180
Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
29.2 Employee ShareSave Scheme
The Group has in place an Employee ShareSave Scheme – the Save As You Earn (SAYE) scheme in the UK and Employee Stock
Purchase Plan (ESPP) scheme in the USA. Under these schemes, eligible employees can save up to a set limit each month. At the end
of the savings period (three years for SAYE and two years for ESPP), employees can choose whether or not they wish to buy the
shares at the option price or take back their savings as cash. The option price is the share price at the start of the plan with a 20%
discount for the UK scheme and 15% discount for the US scheme. The fair value of these awards has been determined using the Black
Scholes model at the grant date.
31 December 2023
SAYE
ESPP
Number of Exercise Number of Exercise
share options price share options price
Outstanding at beginning of year
927,548
145.0p
107,246
158.0p
Conditionally awarded in year
857,493
109.6p
54,960
116.5p
Forfeited or expired in year
(75,699)
145.0p
(21,436)
156.1p
Replaced in year (i.e. left an earlier plan to join the new plan)
(464,634)
140.9p
(17,760)
167.0p
Outstanding at the end of the year*
1,244,708
119.7p
123,010
138.6p
Exercisable at the end of the year
* The exercise price is a weighted average.
The inputs used in the calculation of the fair value of options granted in the year were as follows:
SAYE ESPP
31 December 31 December
2023 2023
Share price
142.0p
136.5p
Exercise price
109.6p
116.5p
Expected volatility
52.40%
45.30%
Expected life
36 months
24 months
Risk-free rate
3.68%
3.48%
Expected dividend yields
3.70%
3.70%
Fair value per award
54.0p
40.2p
181
Strategic report
Corporate governance Financial statements Other information
30. Unrecognised items
30.1 Contingencies and commitments
The Group has no capital commitments, no material contingent liabilities and no contingent assets.
30.2 Events occurring after the reporting period
There have been no reportable subsequent events.
31. Dividends
A 2022 ordinary dividend of 1.2 pence per share was paid on 26 June 2023 amounting to £3.5m (2022: £3.3m at 1.1p per share).
A 2023 special dividend of 1.5 pence per share was paid on 9 May 2023 amounting to £4.4m (2022: £8.9m at 3.0p per share).
A 2023 special dividend of 4.0 pence per share was paid on 6 October 2023 amounting to £11.8m (2022: £10.3m at 3.5p per share).
Subject to approval at the Annual General Meeting on 1 May 2024, a 2023 final dividend of 1 .3 pence per share will be paid on 27 June
2024 to holders on the register on 31 May 2024. The ordinary shares will be quoted ex-dividend on 30 May 2024. In addition, the
Board has decided to declare a special dividend of 2.0 pence per share, with an ex-dividend date of 2 May 2024, a record date of 3
May 2024 and a payment date of 30 May 2024.
32. Related parties
32.1 Controlling shareholder
The ultimate parent undertaking as at 31 December 2023 was CHP Software and Consulting Limited (the ‘ultimate parent), which was
the parent undertaking of the smallest and largest group in relation to these consolidated financial statements. Following an internal
reorganisation within the CHP group, the ultimate parent (from 12 January 2024 onwards) is CHP Software and Consulting Holdings
Limited. The ultimate controlling party is Andrew Page.
32.2 Basis of consolidation
The principal subsidiaries and joint ventures of the Group and the Group percentage of equity capital are set out below. All these are
consolidated within the Group’s financial statements with the exception of Alfa iQ which is accounted for using the equity method.
Held by Held by Held by Held by
Registered address and country Principal Company Group Company Group
of incorporation activity 2023 2023 2022 2022
Alfa Financial Software Moor Place, 1 Fore Street Avenue, Holding
100%
100%
100%
100%
Group Limited London, EC2Y 9DT, UK company
Alfa Financial Moor Place, 1 Fore Street Avenue, Software
100%
100%
Software Limited London, EC2Y 9DT, UK and services
Alfa Financial Software Inc
124
E Hudson Ave, Royal Oak,
Software
100%
100%
MI 4
8
067, United States
and services
Alfa Financial Software Lisgar House, Level 3,
Services
100%
100%
Australia Pty Limited 32 Carrington Street,
Sydney, NSW, 2000, Australia
Alfa Financial Software Level 1 Building B, 600 Great
Services
100%
100%
NZ Limited South Road, Greenlane, Auckland
1051,
New Zealand
Alfa Financial Software GmbH
Peter-Müller-Straße 3, Düsseldorf
Software
100%
100%
Airport City BC GmbH & Co. KG, and services
40468
Düsseldorf, Germany
Alfa Financial Software Moor Place, 1 Fore Street Avenue, Software
100%
100%
International Limited London, EC2Y 9DT, UK and services
(Dormant)
Alfa iQ Limited*
Moor Place, 1 Fore Street Avenue,
Software
51%
51%
London, EC2Y 9DT, UK and services
* The activity in the Alfa iQ joint venture ceased in late 2023 and the structure is now in the process of being formally dissolved.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
182
Notes to the consolidated financial statements
for the year ended 31 December 2023 continued
32.3 Transactions with related parties
Full details of the Directors’ compensation and interests are set out in the Directors’ Remuneration Report on page 115. See note 8
for further detail on remuneration of key management (including Directors).
Dividends to the amount of £11.8m were paid to the ultimate parent (2022: £15.0m).
Dividends of 1.5 pence, 1.2 pence and 4.0 pence per share were paid to all shareholders in 2023 (2022: 3.0 pence, 1.1 pence and
3.5 pence per share). Directors and other key management received dividends based on their beneficial interest in the shares of
the Company. Directors’ beneficial interests in the shares of the Company are disclosed in the Remuneration Report on page 115.
In 2020, the Group invested £0.4m in Alfa iQ consisting of: a capital contribution of £0.3m; and an interest-free loan fair valued at
£0.1m. At 31 December 2023 the investment is carried at £nil (2022: £0.1m) and the loan is carried at £nil (2022: £0.1m). This is
because the activity in the Alfa iQ joint venture ceased in late 2023 and the structure is in the process of being formally dissolved. In
2023 Alfa Financial Software Limited paid expenses of £0.1m (2022: £0.1m) on behalf of Alfa iQ Limited (relating to computer costs
and payroll) and these were fully recharged back to Alfa iQ Limited at no mark up.
On 29 July 2022, the Group reached an agreement for the assignment of its lease to the 9th floor of Moor Place, 1 Fore Street Avenue,
London (including a car parking space) to the ultimate parent. There is no consideration for the transaction, with the ultimate parent
taking on all the rights and liabilities for the 9th floor from Alfa. The assignment of the lease resulted in the de-recognition of the right
of use asset and lease liability, which resulted in a one-off gain of £0.6m which was fully recognised in 2022.
In 2022, the Company had rental income of £0.4m from a short-term rental agreement with the ultimate parent for rental of the 9th
Floor of Moor Place. There was no such income in 2023 due to the assignment of the lease to the 9th floor of Moor Place, 1 Fore Street
Avenue, London to the ultimate parent in July 2022. In 2022 the Company also received rental income of £3,718 relating to its prior
arrangement with the ultimate parent for the rental of a meeting room on the 9th Floor of Moor Place. There was no such income in
2023 due to the assignment mentioned above.
In 2023, the Company paid property expenses of £0.04m (2022: £nil) on behalf of the ultimate parent and these were fully recharged
back to the ultimate parent at no mark up.
In 2023, the Company sold two debentures to the ultimate parent for £0.2m (2022: nil). The transaction was at arm’s length.
The balances outstanding from the ultimate parent at 31 December 2023 and 2022 were £nil and £nil respectively. There were no
other outstanding receivable balances from related parties at the end of the reporting period.
33. Offsetting assets and liabilities
Assets and liabilities are offset and the net amount is reported in the consolidated statement of financial position where Alfa
currently has a legally enforceable right to offset the recognised amounts, and there is an intention to realise the asset and settle
the liability simultaneously.
The following table presents the recognised assets and liabilities that are offset as at 31 December 2023 and 31 December 2022
in the consolidated statement of financial position.
31 December 2023 Gross Amounts Net amounts
£m amounts offset presented
Accrued income
5.5
(0.9)
4.6
Contract liabilities – deferred licence
(8.9)
0.9
(8.0)
31 December 2022 Gross Amounts Net amounts
£m amounts offset presented
Accrued income
15.6
(9.1)
6.5
Contract liabilities – deferred licence
(17.7 )
9.1
(8.6)
183
Strategic report
Corporate governance Financial statements Other information
£m Note 2023 2022
Assets
Non-current assets
Investment in subsidiary companies 4 429.8 428.7
Total non-current assets 429.8 428.7
Current assets
Other receivables 5 0.7 0.6
Cash and cash equivalents 6 0.1 0.3
Total current assets 0.8 0.9
Total assets 430.6 429.6
Liabilities and equity
Current liabilities
Amounts owed to subsidiaries 7 1.3 3.1
Other payables 8 0.6 0.6
Accruals 0.4 0.4
Total current liabilities 2.3 4.1
Non-current liabilities
Provisions 8 0.2 0.3
Total non-current liabilities 0.2 0.3
Total liabilities 2.5 4.4
Capital and reserves
Ordinary shares 9 0.3 0.3
Own shares 10 (8.7) ( 7.5)
Retained earnings 436.5 432.4
Total equity 428.1 425.2
Total liabilities and equity 430.6 429.6
Retained earnings includes a profit of £25.7m for the 2023 financial year (2022: £65.0m). See the statement ofchanges inequity on
the next page for further detail.
The Company has taken advantage of the exemption under Section 408 of the Companies Act 2006 from presenting its own
profitandlossaccount.
The above Company statement of financial position should be read in conjunction with the accompanying notes.
The Company financial statements on pages 184 to 190 were approved and authorised for issue by the Board of Directors on
13March2024 and signed on its behalf.
Andrew Denton Duncan Magrath
Chief Executive Officer Chief Financial Officer
Alfa Financial Software Holdings PLC
Registered number: 10713517
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
184
Company statement of financial position
£m Note
Called-up share
capital
Own
shares
Retained
earnings Total equity
Balance as at 1 January 2022 0.3 (3.4) 389.7 386.6
Total comprehensive profit for the period 65.0 65.0
Employee share schemes – value of employee services 11 1.5 1.5
Dividends 12 (22.5) (22.5)
Own shares distributed 10 1.5 (1.3) 0.2
Own shares acquired 10 (5.6) (5.6)
Balance as at 31 December 2022 0.3 (7.5) 432.4 425.2
Total comprehensive profit for the period 25.7 25.7
Employee share schemes – value of employee services 11 1.5 1.5
Dividends 12 (19.7) (19.7)
Own shares distributed 10 3.6 (3.4) 0.2
Own shares acquired 10 (4.8) (4.8)
Balance as at 31 December 2023 0.3 (8.7) 436.5 428.1
As at 31 December 2023 £6.3m (2022: £4.8m) of the retained earnings balance relates to reserves held to settle the Alfa employee
share schemes, and does not qualify as distributable reserves.
The above Company statement of changes in equity should be read in conjunction with the accompanying notes.
185
Strategic report
Corporate governance Financial statements Other information
Company statement of changes in equity
1. Summary of significant accounting policies
Alfa Financial Software Holdings PLC is a public company limited by shares and is incorporated and domiciled in England. These
financial statements are the separate financial statements for the Company.
The registered office is Moor Place, 1 Fore Street Avenue, London, EC2Y 9DT, United Kingdom. The registered no. of Alfa is10713517.
The principal activity of the Company is as a holding company.
1.1 Statement of compliance and basis of preparation
The financial statements of Alfa Financial Software Holdings PLC have been prepared in compliance with Financial Reporting
Standard 102, the Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland (FRS 102) and the
Companies Act 2006.
The principal accounting policies applied in the preparation of these financial statements are set out in note 1 to the consolidated
financial statements. These policies have been consistently applied to the years presented, unless otherwise stated.
These financial statements have been prepared on a going concern basis, under the historical cost convention. The Directors have
used the going concern principle on the basis that the current profitable financial projections of the Company and its subsidiaries
indicate they will continue in operation for the foreseeable future. As described in note 1.1 to the consolidated financial statements,
this assessment includes downside stress testing in line with FRC guidance.
The Company financial statements have been prepared in pounds sterling which is the functional and presentational currency of the
Company and have been presented to the nearest £0.1m unless otherwise stated.
As permitted by FRS 102, the Company has taken advantage of the disclosure exemptions available under that standard in relation
tofinancial instruments, presentation of a cash flow statement, share-based payments, the aggregate remuneration of key
management personnel and related party transactions with other wholly-owned members of the Group.
This company meets the definition of a qualifying entity under FRS 102. Where required, equivalent disclosures are given in the
Group accounts of Alfa Financial Software Holdings PLC.
The Company exercises control over the employee benefit trust because it is exposed to, and has a right to, variable returns from this
trust and is able to use its power over the trust to affect those returns. Therefore, the trust is consolidated by the Company.
1.2 Investments in subsidiaries
Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to,
or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power
over the entity.
Unless otherwise stated, subsidiaries have share capital consisting solely of ordinary shares, and the proportion of ownership
interests held equals the voting rights held by the Company. The country of incorporation or registration is also each subsidiary’s
principal place ofbusiness.
Investments in subsidiary undertakings are stated at cost, including those costs associated with the acquisitions, less provision for
anyimpairment in value. Where events or changes in circumstances, including an adverse movement in the share price, indicate that
thecarrying amount of an investment may not be recoverable, an impairment review is performed. An impairment write-down is
recognised to the extent that the carrying amount of the asset exceeds the higher of the fair value less cost to sell and value in use.
Any subsidiary undertakings sold or acquired during the year are included up to, or from, the dates of change of control. Where
control of a subsidiary is lost, it is recognised in the profit or loss.
Amounts due to subsidiaries are unsecured, interest-free and repayable on demand. The carrying amounts of such payables are
considered tobe the same as their fair values due to their short-term nature.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
186
Notes to the Company financial statements
for the year ended 31 December 2023
1.3 Financial assets
Basic financial assets, including trade and other receivables, cash and bank balances and other receivables, are initially recognised
attransaction price, unless the arrangement constitutes a financing transaction.
At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment.
Ifan asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated
cashflows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
1.4 Financial liabilities
Basic financial liabilities, including trade and other payables and trading balances and loans from subsidiaries, are initially recognised
attransaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the
present value of the future receipts discounted at a market rate of interest. The Company derecognises financial liabilities when,
andonly when, the Company’s obligations are discharged, cancelled or expired.
Other payables are initially recorded at fair value and subsequently measured at amortised cost. As the total carrying amount is due
within the next 12 months from the balance sheet date, the impact of applying the effective interest method is not significant and,
therefore, the carrying amount equals to the contractual amount or the fair value initially recognised.
Payables are classified as current liabilities if receipt or payment is due within one year or less.
1.5 Equity
Ordinary shares
Ordinary shares are classified as equity. There are no restrictions on the distribution of capital and the repayment of capital.
Own shares
Own shares represent the shares of Alfa Financial Software Holdings PLC that are either held by the employee benefit trust, or
acquired by the Group as part of its share buy-back programme (see note 28 to the consolidated financial statements). Own shares
are recorded at cost and deducted from equity.
1.6 Employee share schemes
Grants made to subsidiary employees will not result in a charge recognised in the income statement, any charges for share-based
payments are recognised as an increase in the cost of investment in subsidiaries (as a capital contribution). For full details of the
Group’s share-based payments, refer to note 29 to the consolidated financial statements.
1.7 Dividends
Dividends are recognised through equity when approved by Alfa’s shareholders or on payment, whichever is earlier.
2. Critical accounting judgements and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations
offuture events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition,
seldom equal the related actual results.
The inputs applied in the impairment review for the value-in-use calculation for the investments in subsidiaries are considered to be
a key source of estimation uncertainty. Refer to note 2 for more details.
There were no other critical accounting judgements that would have a significant effect on the amounts recognised in the parent
company financial statements or key sources of estimation uncertainty at the reporting date thatwould have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
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3. Financial risk management
The Companys exposure to financial risks is managed as part of the Group’s financial risk management. Full details about the
Group’sexposure to financial risks and how these risks could affect the Group’s future financial performance are given in note 3
totheconsolidated financial statements.
4. Investments in subsidiaries
£m 2023 2022
Cost
As at 1 January 428.7 427.6
Capital contributions to subsidiaries (see note 1.6) 1.1 1.1
As at 31 December 429.8 428.7
The carrying amount of the investment is £429.8m at 31 December 2023 (2022: £428.7m). The share price of the Company as at 31
December 2023 was lower than the average for the year. Therefore, in line with Note 1.2, a detailed impairment review was carried
out which showed that no impairment of the investment was required. The recoverable amount of the investment was determined
based on value-in-use calculations using cash flow projections of the Company and its subsidiaries from financial budgets and
forecasts for a five-year period using a pre-tax discount rate of 10.4% (2022: 12.2%). Cash flows beyond these periods have been
extrapolated using a steady 2.7% (2022: 2.5%) average growth rate which is reflective of managements best estimate at the time. As
the recoverable amount is in excess of thecarrying amount of the investment, no impairment charge has been recognised during the
current financial year. The impairment review is sensitive to assumptions made around the revenue growth rate – if the revenue
growth rate assumed in each of the years in the period from 2025 to 2028 was reduced by 2.0% then the headroom would be
reduced to £16.6m. We note that the share price has increased since 31 December 2023.
5. Other receivables
At 31 December 2023, other receivables relate to prepayments of £0.4m (2022: £0.6m) and VAT receivables of £0.3m (2022: £0.0m).
6. Cash and cash equivalents
£m 2023 2022
Cash and cash equivalents 0.1 0.3
7. Amounts owed to subsidiaries
£m 2023 2022
Amounts owed to subsidiaries 1.3 3.1
Total amounts owed to subsidiaries 1.3 3.1
All amounts owed to subsidiaries are current. The £1.3m relates primarily to cash advanced by Alfa Financial Software Limited to the
Company for operating costs payments (2022: £3.1m).
8. Other payables and provision for other liabilities
Other payables relate to trade creditors of £0.1m (2022: £0.1m) and salary costs of £0.5m (2022:£0.5m).
The long-term provision relates to the employer national insurance liability of £0.2m for the 2023, 2022 and 2021 share schemes
(2022: £0.3m).
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
188
Notes to the Company financial statements
for the year ended 31 December 2023 continued
9. Called-up share capital
Each ordinary share has a par value of 0.1 pence. All shares are fully paid and have equal voting rights.
Issued and fully paid
Shares –
ordinary £m
At 31 December 2023 300,000,000 0.3
At 31 December 2022 300,000,000 0.3
10. Own shares
2023
£m
2022
£m
Balance at 1 January 7.5 3.4
Acquired in the year 4.8 5.6
Distributed on exercise of options (3.6) (1.5)
Balance at 31 December 8.7 7.5
The own shares reserve represents the cost of shares in Alfa Financial Software Holdings PLC purchased in the market and held by
theCompanys employee benefit trust and by the Group as a result of its share buy-back programme (see note 1.2 of the
consolidated financial statements).
The number ofown shares held by the employee benefit trust at 31 December 2023 was 721,036 (2022: 2,163,952). The number
ofown shares held at 31 December 2023 by the Group as a result of its share buy-back programme was 4,775,119 (2022: 2,832,073).
As at 31 December 2023, the Group held 1.84% (2022: 1.67%) of its own called-up share capital.
11. Employee share schemes
Under the rules of the Company’s LTIP plans, in November 2019, June 2020, April 2021, November 2021, April 2022, September 2022
and April 2023, selected employees of the Company’s subsidiary were granted awards in the form of nil cost options over ordinary
shares in Alfa.
In April 2023, employees of theCompany’s subsidiary that met the set criteria were invited to join aShareSave Scheme – the SAYE
scheme for the UK employees and the ESPP scheme for the US employees. Under these schemes, eligible employees can save up to a
set limit eachmonth and, at the end of the vesting period, can use these savings to buy ordinary shares in Alfa (at a discount) or take
these back as cash. Employees of theCompany’s subsidiary were invited to join similar schemes in November 2021, April 2022 and
May 2022.
Refer to note 29 of the consolidated financial statements for more detail on these schemes. The cost of the share-based
remuneration ispassed to the relevant subsidiary.
12. Dividends
A 2022 ordinary dividend of 1.2 pence per share was paid on 26 June 2023 amounting to £3.5m (2022: £3.3m at 1.1p per share).
A 2023 special dividend of 1.5 pence per share was paid on 9 May 2023 amounting to £4.4m (2022: £8.9m at 3.0p per share).
A 2023 special dividend of 4.0 pence per share was paid on 6 October 2023 amounting to £11.8m (2022: £10.3m at 3.5p per share).
Subject to approval at the Annual General Meeting on 1 May 2024, a 2023 final dividend of 1.3 pence per share will be paid on 27 June
2024 to holders on the register on 31 May 2024. The ordinary shares will be quoted ex-dividend on 30 May 2024. In addition, the
Board has decided to declare a special dividend of 2.0 pence per share, with an ex-dividend date of 2 May 2024, a record date of
3May 2024 and a payment date of 30 May 2024.
Refer to note 31 of the consolidated financial statements for more detail.
189
Strategic report
Corporate governance Financial statements Other information
13. Directors’ remuneration
The Company has no employees other than the Directors. Full details of the Directors’ compensation and interests are set out in the
Directors’ Remuneration Report on page 115.
14. Events occurring after the reporting period
There have been no reportable subsequent events.
15. Related party and ultimate controlling party
The Company has taken advantage of the exemption under FRS 102:33.1A from disclosing transactions with other members of
theGroup.
The immediate and ultimate parent undertaking as at 31 December 2023 was CHP Software and Consulting Limited, which was the
parent undertaking of the smallest andlargest group to consolidate these financial statements. Following an internal reorganisation
within the CHP group, the ultimate parent (from 12 January 2024 onwards) is CHP Software and Consulting Holdings Limited.
The registered office of the immediate and ultimate parent undertaking is MoorPlace, 1 Fore Street Avenue, London EC2Y 9DT
andcopies of the financial statements of the ultimate parent can beobtained from this address. The ultimate controlling party is
Andrew Page.
See a full listing of the Companys subsidiaries and joint venture in note 32.2 of the consolidated financial statements.
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
190
Notes to the Company financial statements
for the year ended 31 December 2023 continued
Income
2023 2022 2021 2020 2019
Revenue £m 102.0 93.3 83.2 78.9 64.5
Operating Profit £m 30.1 29.6 24.7 23.9 13.7
Operating Profit Margin % 30% 32% 30% 30% 21%
Profit Before Tax £m 29.6 28.9 23.8 23.2 13.0
Tax £m (6.1) (4.4) (4.6) (2.9) (2.8)
Profit for the Year £m 23.5 24.5 19.2 20.3 10.2
Operating Free Cashflow Conversion % 115% 102% 114% 114% 138%
Capital Employed
2023 2022 2021 2020 2019
Equity £m 42.0 42.0 43.4 60.2 82.3
Cash £m 21.8 18.7 23.1 37.0 58.8
Capital Employed £m 49.5 50.9 60.0 77.4 100.2
Statistics
2023 2022 2021 2020 2019
TCV £m 165.3 142.9 133.1 112.9 80.5
EPS (Basic) pence 7.99 8.24 6.49 6.93 3.50
EPS (Diluted) pence 7.90 8.09 6.39 6.79 3.41
Dividends proposed/declared (Ordinary) £m 3.8 3.5 3.3 3.0
Dividends declared (Special) £m 16.2 19.2 29.7 44.2
191
Strategic report
Corporate governance Financial statements Other information
Five year history
CBP023384
This report is printed on 100% recycled paper, which
is certified carbon balanced byWorld Land Trust Ltd.
Blackdog Digital is a carbon neutral company and
iscommitted to all round excellence and improved
environmental performance is an important part
ofour ‘GoGreen’ strategy.
Luminous is certified in using Carbon Balanced paper
for the Alfa Financial Software Holdings PLC Annual
Report. This project has balanced through World
Land Trust the equivalent of 116kg of Carbon Dioxide.
This support will enable World Land Trust to protect
22m
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of critically threatened tropical forest.
Alfa Financial Software Holdings PLC
Registered Office
Moor Place
1 Fore Street Avenue
London
EC2Y 9DT
www.alfasystems.com
T+44 (0)20 7588 1800
Registered Number: 10713517
Stock code: ALFA
ISIN: GB00BDHXPG30
LEI: 213800C5UOZHUTNUGA28
Investor relations
ir@alfasystems.com
Media relations
Teneo
Auditor
RSM UK Audit LLP
Brokers
Barclays Bank plc
Investec Bank plc
Corporate lawyer
White & Case LLP
Remuneration advisors
Ellason LLP
Climate consultants
EcoAct
Registrar/shareholder queries
Equiniti Limited
Aspect House,
Spencer Road,
Lancing, West Sussex
BN99 6DA
Telephone 0371 384 2030 and outside the UK
+44(0)1214157047
Online: help.shareview.co.uk (from here, you will be able to
securely email Equiniti with your enquiry).
Alfa Financial Software Holdings PLC Annual Report and Accounts 2023
192
Shareholder information
Consultancy, design and production
www.luminous.co.uk
Design and production
www.luminous.co.uk
© Alfa Financial Software Holdings PLC, 2024
Moor Place
1 Fore Street Avenue
London EC2Y 9DT
UK
+44 (0)20 7588 1800