1 December 2021

TEAM plc

(" TEAM " or the " Company ")

Final Results

TEAM plc (AIM: TEAM), the wealth, asset management and complementary financial services group, announces its final results for the year to 30 September 2021.

Financial Highlights

o  As at 30 September 2021, total client assets increased to £1.9 billion (31 March 2021: £286 million)

o  AUM increased to £295 million (31 March 2021: £286 million) (this will increase to £372 million with   the addition of AUA from Omega)

o  Treasury Advisory AUA of £1.6 billion (31 March 2021: nil)

·    For the year to 30 September 2021:

o  Revenue was £1.5 million

o  Adjusted loss before tax of £0.8 million*

o  No borrowings and cash of £4.9 million, as at 30 September 2021

Operational Highlights

·    March 2021, completed successful listing on AIM raising gross proceeds of £7.5 million to support the creation of a leading independent wealth and asset management business through a mix of organic and acquisition led growth

·    July 2021, completed the £2.95 million acquisition of JCAP, a leading Jersey based provider of cash management services, focused on improving the return and mitigating the risks associated with the management of cash for institutions, professional advisers, trustees and high net worth individuals

·    November 2021, £4.0 million proposed acquisition of Omega Financial Services (Jersey) Ltd ("Omega"), a Jersey-based IFA, specialising in retirement planning, mortgage advice, life assurance and bespoke investment advisory services (a separate announcement has also been released today with further details)

·   Strengthened investment management team with new senior hires and continued to invest in client  engagement, systems and controls

·  Looking ahead, excellent pipeline of individual and team hires plus further complementary acquisition opportunities

*Unadjusted Loss before tax of £1.7 million, adjustments for acquisition and IPO related expenses

Commenting on the results Mark Clubb, Executive Chairman of TEAM, said:

"We are pleased to announce today both our results for the year alongside the acquisition of Omega, a strong business as well as an entry point for us into the IFA market and a platform to build upon whilst also being immediately earnings enhancing. We came to the market in March to build a modern wealth and asset management business and I am pleased to report that we are making good progress towards this objective. The acquisitions and senior hires we have made this year will be a significant step for TEAM towards becoming cashflow positive in 2023 and we have an excellent pipeline of opportunities to pursue, to underpin the future growth of the Group."

Enquiries

TEAM plc

Mark Clubb / Matthew Moore

Telephone: +44 (0) 1534 877210

Hannam & Partners

(Financial Adviser to TEAM)

Giles Fitzpatrick / Richard Clarke / Ernest Bell

Telephone: +44 20 7907 8500

Canaccord Genuity Limited

(Nominated Adviser and Broker to TEAM)

Bobbie Hilliam / Alex Aylen

Telephone: +44 20 7523 8000

Novella Communications

(Financial Public Relations)

Tim Robertson / Fergus Young

Telephone: +44 20 3151 7008

Information on TEAM

TEAM plc is building a new wealth, asset management and complementary financial services group. With a focus on the UK, Crown Dependencies and International Finance Centres, the strategy is to build local businesses of scale around TEAM plc's core skill of providing investment management services. Growth will be achieved via targeted and opportunistic acquisitions, through team and individual hires, through collaboration with suitable partners, and organic growth and expansion.

Chairman's Statement

Progress

I am pleased to be presenting the inaugural results of TEAM plc (the "Company") and its subsidiaries, together, 'the Group' as a public company following our listing in March 2021 at which time we set out our ambition to become a leading wealth and asset management business. I am delighted to confirm that we have made significant progress towards this goal notwithstanding the challenges presented by the Covid pandemic.

In July we completed the acquisition of Jersey based treasury advisory business JCAP and today we announced the exchange of contracts to acquire a Jersey based IFA, Omega Financial Services (Jersey) Limited ("Omega"). These two businesses, together with the organic growth achieved, and the further development of our pipeline of potential transactions demonstrate we have delivered on our early plans and clearly signals the future potential of the Group.

Our financial results for the period demonstrate a significant improvement in our revenues, and, while this has taken investment, we expect it to pay off in future periods. Our revenues rose from £701k in the previous period to £1,469k, while our operating loss extended to £1,742k (£415k). The underlying loss, excluding the costs associated with the IPO and acquisitions, increased to £1,052k from £275k. The group total net assets increased to £7.4 million, up from £1.4 million, and cash balances at the year end were £4.9 million (2020: £0.3 million). Financially we are well positioned to continue with our growth plans.

Ambition

TEAM is building a new wealth, asset management and complementary financial services group. With a focus on the UK, Crown Dependencies and International Finance Centres, the strategy is to build local businesses of scale around TEAM's core skill of providing investment management services. Growth will be achieved via targeted and opportunistic acquisitions, through team and individual hires, through collaboration with suitable partners, and organic growth and expansion.

The acquisitions of both JCAP and Omega have expanded our range of products and services, together with extending the scale of our addressable market.

Omega extends TEAM into wider financial advice, including pensions and mortgage advice. Typically, one of the best ways for retail clients to invest is via pensions and with increasing focus on self-reliance this will continue to be a growth market. We will look to grow our adviser presence organically, by recruitment and by selective acquisitions. Omega has a first-class growth record, is most ably managed and is a foundation for our ambitions in this sector.

Platform

We are headquartered in Jersey but focused more broadly. We have clients residing in many different parts of the world. Our platform is particularly applicable for the British "ex pat" communities benefitting from overseas pension schemes such as QROPS, QNUPS and International Savings Schemes all of which necessitate "offshore" custody and management.

We believe having Jersey as a base is an advantage - it is a highly regarded international financial centre in a tax-neutral environment with strong connectivity, stable regulatory authorities and an established marketplace for investment services.

Our initial acquisitions have been in Jersey and these are forming the base for the Company. As we progress, we will look to acquire businesses and attract individuals and teams from outside of the Channel Islands.

Client assets and investment performance

A key indicator for our business is AUM and client satisfaction. Clients and client service, together with investment performance are our priorities. I am pleased to report we have grown AUM from the start of the year to £295 million and with the acquisition of JCAP we now have cash assets under advice of £1.6 billion. Omega will bring a further £77 million of AUA, giving total managed assets of £372 million.

I believe, like many, that we are closer to UK interest rates rising than we have been for some time. Higher rates will place greater scrutiny on client cash holdings and should encourage clients both existing and new to consider a JCAP management solution, which includes diversity of deposits, often "preferred rates" together with CASS reporting for those who require it. The JCAP acquisition may prove to be very timely.

Part of AUM growth is investment performance for managed assets. Much work and development has been completed on the TEAM Multi Asset Portfolio. We now have three models, Balanced, Growth and Diversified Income, all of which have performed creditably year to date. Importantly, we can truly display a differentiated, well-articulated investment process that is being well received in the market.

To prepare for a future that may not resemble the past, TEAM has developed a clearly defined two-stage investment process:

 1) A strategic macro-overlay that reflects our view of the world and governs how, and where, we invest capital and risk.

 2) A quantitative asset allocation model to execute this view and deliver what we consider to be the most attractive asset class mix on a medium-to-long term time horizon.

Within the building blocks of our asset management menu are our in-house managed Funds.

At the beginning of June, we established the TEAM International Equity UCITS Fund (Dublin registered). The Fund is a "mega cap" global equities portfolio. Performance has started well.

Our Fixed Interest capabilities include the three KEOX funds. These have had a satisfactory performance in what has been a very difficult part of the investment world over the last twelve months, and funds managed have increased from £84 million to £95 million over the year.

Transactions and pipeline

Both acquisitions announced in 2021 are significantly earnings enhancing and are expected to move the Group towards profitability in 2023. As I have written, both acquisitions extend the range of TEAM's investment services, bring in capable senior personnel to the Group and have the potential to be expanded organically and by further acquisition. Looking into 2022, we have an exciting pipeline of complementary financial services businesses as potential acquisition targets which we continue to develop.

I remain positive on the prospect of potential team or individual recruitment. The easing of Covid restrictions is resulting in new approaches. I would add that being a listed company has enhanced enquiry levels. The ability to reward and incentivise with listed shares has a strong appeal to the entrepreneurial candidate.

Internal organisation

Since acquiring TEAM Asset Management, Jersey, in January 2020, the business has undergone substantial change, with focus on upgrading operational procedures and service providers alongside the introduction of online access to their accounts for all clients.

The pandemic placed many challenges in front of us, all of which we have successfully met. I have to thank all those involved and would particularly like to mention Matthew Boxall and Managing Director Tony Wilshin, who have been invaluable. Tony's deep and long operational experience stands us in very good stead for our future growth.

The past is the past and we are now about the future, a future we can be optimistic about with a business we can all be proud of. A business with an inclusive and merit-based culture. A business with good governance, ethics and a long-term investment philosophy.

We are transparent and accountable, we now have an effective structure which enables the management to be singularly focused on providing the best investment advice, and by outsourcing the back office to a leading administrator, the support and the digital interface with clients is market leading. Providing an effective structure is also about Regulators, particularly our local Jersey Financial Services Commission (JFSC). We have and will continue to invest in this critical area.

We are embarking on the greatest inter-generational transfer of wealth, following years of asset price inflation, especially in real estate, which has concentrated wealth amongst the older generations. As this wealth filters down, creating a new class of private clients, there are opportunities for a modern wealth and asset manager to make significant inroads. I believe we are modern, contemporary and highly relevant. That includes ESG considerations in investment as well as the management of the Group.

Without the support of our shareholders, we would not have been able to have achieved the progress that we have and their support allows us to plan for the long term. In return, our aim is to reward them and, ultimately, that is how we will be judged. I do not take this lightly and as a meaningful shareholder myself, I look for us to grow in a considered and transparent manner.

I would also like to thank our staff both senior and junior, new and old, the vast majority of whom are shareholders too. In this regard I consider them my partners. 

Mr J M Clubb

Executive Chair

30 November 2021

Strategic Report

Overview

The Directors' aim is to provide long term capital appreciation for Shareholders by building a profitable and sustainable business. Growth will be sought through winning new clients and targeted acquisitions, underpinned by investment in the support infrastructure.

The Group's overall strategy is to promote the continued development of the Group into a leading wealth and asset management business. It is expected that the Group's growth will be achieved through:

·    an acquisition driven strategy to consolidate the offshore and onshore wealth and asset management market.

·    a focus on delivering revenue and cost synergies, leveraging our increasing scale and breadth of services to gain a greater share of client wallet and economies of scale for clients and the Group.

·    identifying complementary services such as specialist funds, cash management, and corporate services.

·    the expansion into complementary locations - onshore UK, Crown Dependencies, other International Finance Centres, and

·    AUM growth through team lifts, selective hires and targeted business development in Jersey and other locations.

The Directors believe that the successful execution of a buy and build strategy to acquire incremental scale is likely to have the most meaningful impact on the future value of the Group. The Directors believe that there are a number of asset managers who are significantly underperforming due to a variety of factors including poor management, increased regulatory and technology requirements, lack of capital and strategic vision.

The Listing

On 8 March 2021, TEAM plc was admitted to trading on the AIM market of the London Stock Exchange.

The net proceeds of the fundraising receivable by the Company were approximately £6.4 million. The net proceeds were applied principally as follows:

·    to fund the general working capital requirements of the Group.

·    to repay the loans provided by Mr J M Clubb; and

·    to finance acquisition opportunities that may arise from time to time.

The Directors are of the opinion that Admission will be beneficial to the Group for the following reasons:

·    it will raise the profile of the Group.

·    the Group will be better positioned to attract, recruit and retain key employees.

·   it will provide the Group with flexibility for further organic and acquired growth, specifically by providing access to capital from institutional investors. The Company will also be able to issue new shares in a liquid asset as consideration in connection with acquisition opportunities, a differentiator to the many private equity backed business in the sector.

Operational Strategy

TEAM has put in place an operating infrastructure, resulting in efficient and effective regulatory compliance that has scalability to meet the organic growth ambitions of the Directors. TEAM Asset Management clients are well informed through regular communications via website publications, face to face meetings or presentations. The Directors believe that TEAM Asset Management is focused on customer service, operational efficiency, independent risk control and compliance supervision and that the business model and operating systems are scalable.

Acquisition of JCAP Limited

On 5 July 2021 TEAM plc acquired the entire share capital of JCAP Limited, a leading Jersey based provider of cash management services, focused on improving the return and mitigating the risks associated with the management of cash for institutions, professional advisers, trustees and high net worth individuals.

Highlights

·    JCAP is a well-established and profitable Jersey business, and has been known to Mr J M Clubb, Executive Chair of TEAM, since its establishment in 2010.

·    JCAP provides a range of cash management services to institutions, professional advisers, trustees and high net worth individuals.

·    It has long-term partnerships established with leading global providers of treasury management and foreign exchange services, providing diversification of income sources, and significant opportunities for high profit margin growth.

·    In the unaudited accounts for the year to 31 December 2020 JCAP generated revenues of £1.0 million and made a post-tax profit of £0.4 million. Net assets at that date were £0.9 million.

·    The total net consideration is up to £2.95 million, of which £2.2m will be paid in cash and the remainder in new shares. The net tangible current assets of JCAP are acquired on a pound for pound basis.

The acquisition has a compelling strategic rationale:

·  fits with TEAM's strategy to acquire wealth, asset management and complementary financial services business.

·   clear synergistic revenue growth opportunities through providing cash management services to the TEAM client base, and through the potential to launch cash management products through the regulated fund business of TEAM.

·    builds scale in the home market of Jersey.

Material financial benefits expected from the acquisition:

·   a significant increase in the revenues of the Group, with the addition of over £1.6 billion in assets under advice, and a significant step for TEAM towards becoming cashflow positive.

·    a combination of expected revenue and cost synergies, through client referral, co-locating in TEAM's offices, and through using TEAM's governance and control infrastructure.

·    the net consideration represents a P/E multiple of 7.9 times the 2020 earnings.

Acquisition of Omega Financial Services (Jersey) Limited

Today we announced that we had exchanged contracts to acquire, subject to regulatory approval, a Jersey based IFA, Omega Financial Services (Jersey) Limited, a specialist in retirement planning, mortgage advice, life assurance and bespoke investment advisory services.

The acquisition has a compelling strategic rationale:

·    TEAM was established to become a leading independent wealth and asset management business, via (amongst other paths) acquiring offshore wealth management businesses which add to scale and breadth of services.

·     Omega is a successful Jersey based IFA providing financial and investment advice to 500+ discretionary only clients, with assets under management of £77 million (as at 30 Sept 2021) and a solid track record of profitability.

·      on completion of the transaction, TEAM will have assets under management ("AUM") of £372 million and assets under advice ("AUA") of £1.6 billion.

·    the acquisition is a strong fit with TEAM's existing businesses and investment expertise, expanding the Jersey based client base and AUM as well as introducing IFA expertise into the Group.

Financial Highlights

·     In the 12 months to 31 December 2020, Omega generated revenues of £1.1 million and made a net profit before directors' payments of £0.85 million.

·      Omega generates a run-rate EBITDA of approximately £0.7 million, which on a pro forma basis is expected to be a significant step for TEAM towards becoming cashflow positive;

·   The payment at completion will be £1.98 million in cash and £0.02 million in new TEAM shares. The deferred component is split over two equal payments, payable subject to certain performance conditions being met, made up of £0.785 million in cash and £0.215 million in shares, for a total net consideration of up to £4.0 million. The net tangible current assets of Omega, less the regulatory capital required in the business, will be acquired on a pound for pound basis.

·   The upfront cash consideration will be funded from TEAM's existing cash resources, and the deferred payments from existing cash resources, and earnings from Omega.

Mr M C Moore

CFO and COO

30 November 2021
 

Financial Overview

A summary of the Group's performance for the financial year is set out below:

Adjusted EBITDA, excluding exceptional items, is set out below:

Notes:

*On 8 March 2021 TEAM plc was admitted to AIM, costs relating to this exercise are treated as exceptional.

** These are third party charges relating to the acquisition of Theta, JCAP and Omega and the potential offer for Tavistock plc.

Financial analysis

The results for the period to 30 September 2021 when compared to the prior period are as follows:

Revenue: TEAM Asset Management's fees are directly linked to its clients' AUM, and so the market turbulence around March of 2020 had a negative impact on revenues earned. By September 2020 global equity markets had broadly recovered to their pre-pandemic highs, and the past 12 months has seen a steady bull market in equities. New clients have continued to be attracted to TEAM Asset Managements' offering, while the sizeable gains made through the recruitment of teams from peers in Jersey were not seen this year. Some client losses were experienced as was expected with the change in staff. The business has started a fee review programme, and the benefits of moving clients to our new standard tariffs are expected to show in the coming periods.

Notes:

* Treasury clients are predominantly charged at fixed or capped fees per client

The acquisition of JCAP on 5 July 2021 made its first contribution to the Group. Its revenues are steady over the year, and since the acquisition performance has been on plan.

Expenses: TEAM Asset Management has invested in its infrastructure, moving into larger premises in St Helier to accommodate the greater staff and client demands, and partnering with Pershing to provide an up to date custody and administration service for clients. This, along with the recruitment of head office staff in finance, compliance and operations, a full year of costs for the plc directors recruited at the time of the IPO, as well as further recruitment of investment professionals, has led to a significant increase in the cost base of the business.

Exceptional Items: The costs associated with the professional advice required for a successful IPO were largely accounted for in the year to September 2021 £449,000, (period ended 30 September 2020: £140,000). Costs relating to acquisitions in the year totalled £241,000 (period ended 30 September 2020: £25,000).

Statement of Financial Position: Total Equity as at 30 September 2021 of £7.4m (2020: £1.4m) saw a significant increase following the subscription and placing of 8.8 million new shares in the IPO, and the subsequent issue of £0.6m of shares to part fund the acquisition of JCAP.

Cash Flows: Cash increased to £4.9m (2020: £0.3m) primarily through the issue of new shares for £7.2m, which was used to fund the losses incurred in the period, and the cash element of the initial consideration for the acquisition of JCAP.

Key Performance Indicators

The key targets for the Directors are to:

·    improve the operating performance of the Group to a cashflow positive position;

·    build the business to scale within Jersey, which we define as AUM of over £500m and an operating surplus;

·    integrate and deliver the cost and revenue synergies identified in the acquired businesses, and

·  build and convert our pipeline of acquisition opportunities. This will enable the Directors to reapproach the shareholder base for further funding to continue the inorganic growth plans of the Group. A necessary part of further acquisitions will be raising additional financing, and this is expected to be required for further acquisitions following Omega, which used a substantial portion of the free cash within the Group.

Dividends: The Board does not propose to pay a dividend in respect of the financial year (period ended 30 September 2020: £nil).

Statement of Financial Position and Capital Structure: Total net assets were £7.4m (2020: £1.4m) and net current assets £3.5m (2020: £0.2m). Cash balances at year-end were £4.9m (2020: £0.3m). The calculated expenditure requirement for TEAM Asset Management for the year ended 30 September 2021, the only regulated entity in the Group, is £403,000.

Risks and uncertainties: Risk appetite is established, reviewed, and monitored by the Board. The Group, through the operation of its committee structure, considers all relevant risks and advises the Board as necessary. The Group maintains a comprehensive risk register as part of its risk management framework encouraging a risk-based approach to the internal controls and management of the Group.

The Group seeks to ensure that its risk management framework and control environment is continuously evolving which the Board monitor on an ongoing basis

Liquidity and capital risk: The Group's focus is on bringing the business to a positive cash flow position, whilst implementing its growth strategy. Before this goal is reached, the availability of sufficient liquid resources to meet the operating requirements of the business, and any deferred payments due to vendors of businesses to the Group, are closely monitored and a key element of any investment decisions taken. 

Operational risk: Operational risk is the risk of loss to the Group resulting from inadequate or failed internal processes, people, and systems, or from external events.

Business continuity risk: The risk that serious damage or disruption may be caused as a result of a breakdown or interruption, from either internal or external sources, to the business of the Group. This risk is mitigated in part by the Group having business continuity and disaster recovery arrangements.

Credit risk: The Board takes active steps to minimise credit losses including formal new business approval, and the close supervision of credit limits and exposures and the proactive management of any overdue accounts. Additionally, risk assessments are performed on an ongoing basis on all deposit taking banks and custodians and our outsourced relationships.

Non-compliance with laws and regulations risk: The Group has Compliance and Operations functions resourced with appropriately qualified and experienced individuals. The Directors monitor changes and developments in the regulatory environment and ensure that sufficient resources are available for the Group to implement any required changes.

Mr M C Moore

CFO and COO

30 November 2021

Corporate Governance 

The Board recognises the importance of sound corporate governance and has adopted the Corporate Governance Guidelines for Smaller Quoted Companies published in 2018 by the Quoted Companies Alliance (the "QCA Code"). The Directors anticipate that whilst the Company will continue to comply with the QCA Code, given the Group's size and plans for the future, it will also endeavour to have regard to the provisions of the UK Corporate Governance Code as best practice guidance to the extent appropriate for a company of its size and nature.

Below are the 10 key governance principles as defined in the QCA Code and details of how TEAM plc addresses each of these principles. 

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

How it should be applied:

The board must be able to express a shared view of the company's purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term.  It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future. 

How the Company applies it:

The Board is responsible for the Group's strategy. The operation of the Board is documented in a formal schedule of matters reserved for its approval which is reviewed annually. This includes the Group's strategic aims and objectives. Further, the Group's strategy is explained fully within our Strategic Report.  

2.   Seek to understand and meet shareholder needs and expectations 

How it should be applied:

Directors must develop a good understanding of the needs and expectations of all elements of the company's shareholder base. 

The Board must manage shareholders' expectations and should seek to understand the motivations behind shareholder voting decisions. 

How the Company applies it:

The Board is committed to regular shareholder dialogue with both its institutional and retail shareholders. 

The principal opportunity for the board to meet shareholders is at the Company's AGM, to which shareholders are encouraged to attend. 

The Company also has a dedicated email address which investors can use to contact the company. The CEO is responsible for reviewing all communications received from shareholders and determining the most appropriate response. 

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

How it should be applied:

Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company's stakeholders and understand their needs, interests and expectations. 

Where matters that relate to the company's impact on society, the communities within which it operates or the environment have the potential to affect the company's ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company's strategy and business model. 

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups. 

How the Company applies it:

The Directors believe that, in addition to its shareholders, the main stakeholders of the Company are its clients, its employees, the communities in which it operates and its two regulatory bodies (the London Stock Exchange, and the Jersey Financial Services Commission). 

The Company acts with integrity, focuses on creating results and importantly values people - from its members of staff to those who form the communities it engages with.  

The Company dedicates significant time to understanding and acting on the needs and requirements of each of these Groups by way of meetings dedicated to obtained feedback.  

The Directors are available to discuss any matter stakeholders might wish to raise. 

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

How it should be applied 

The board needs to ensure that the company's risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company's supply chain, from key suppliers to end-customer. 

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite). 

How the Company applies it  

The Board is responsible for determining the nature and extent of significant risks that may have an impact on the Group's operations, and for maintaining a risk management framework. The Board is responsible for the management of risk and regularly carries out a robust assessment of the principal risks and uncertainties affecting the Group's business, discussed how these could affect operations, performance and solvency and what mitigating actions, if any, can be taken. There is an annual review of the business risk assessments.

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

How it should be applied 

The board members have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board. 

The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. 

The board should have an appropriate balance between executive and Non-executive directors and should have at least two independent non- executive directors. Independence is a board judgement. 

The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. 

How the Company applies it  

The Board is responsible for the overall management of the Group including the formulation and approval of the Group's long-term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of Group strategy, policies and plans. While the Board delegates specific responsibilities, there is a formal schedule of matters specifically reserved for decision by the Board. Such reserved matters include, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board meets regularly to review performance.

The QCA Code recommends at least two members of the Board comprise Non-executive directors determined by the Board to be independent. The Board comprises of five directors, of whom two are executive and three are non-executive. The Board considers all three of the Non-executives, to be independent and, as such, the Company will comply with the requirements of the QCA Code in this regard.

The Board recognises that the QCA states that save in exceptional circumstances, a chairman should not also fulfil the role of chief executive. The Company does not have a chief executive, but rely on Mr J M Clubb as Executive Chair and Mr M C Moore as Chief Financial Officer and Chief Operating Officer to fulfil the duties of a chief executive. The Board believes this is appropriate due to the Company having limited financial and operational scale at Admission. The role and responsibilities of Mr J M Clubb and Mr M C Moore are supported by Shareholders. The Board however intends to appoint a chief executive in the future, at the appropriate moment, and the role of Mr J M Clubb as an executive director will be reviewed. The Company is committed to having a majority of independent directors at all times.

With effect from Admission, the Board has established an audit and risk committee (the "Audit and Risk Committee"), a nomination committee (the "Nomination Committee") and a remuneration committee (the "Remuneration Committee") with formally delegated responsibilities.

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

How it should be applied 

The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition. 

The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board. 

As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change. 

How the Company applies it 

The experience and knowledge of each of the Directors gives them the ability to constructively challenge strategy and to scrutinise performance. 

Mr J M Clubb brings leadership, sector expertise and experience of substantially growing small businesses. Mr M C Moore brings sector expertise, financial and operational leadership, and experience of acquisition led growth strategies. Mr L P C Taylor, Mr M M Gray and Mr D J K Turnbull bring additional strategic, regulatory, commercial, transaction and leadership experience which will be invaluable as the Board pursues the Company's growth strategy and continues to develop the Group. 

Directors are expected to attend all meetings of the Board, which will all be held in Jersey, and the committees on which they sit, and to devote sufficient time to the Group's affairs to enable them to fulfil their duties as Directors. In the event that Directors are unable to attend a meeting, their comments on papers to be considered at the meeting will be discussed in advance with the Chairman so that their contribution can be included in the wider Board/committee discussion.  

The Company Secretary ensures that all Directors are kept abreast of changes in relevant legislation and regulations, with the assistance of the Company's advisers where appropriate. The Executive Directors are subject to the Company's performance development review process through which their performance against predetermined objectives is reviewed and their personal and professional development needs considered. The Directors are encouraged to raise any personal development or training needs with the Chairman

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

How it should be applied 

The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors. 

The board performance review may be carried out internally or, ideally, externally facilitated from time to time. 

The review should identify development or mentoring needs of individual directors or the wider senior management team. 

It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable. 

How the Company applies it 

A process of formal annual Board evaluation will take place for each period going forward. In addition, the Non-executive Directors will meet, without the Chairman present, and will evaluate his performance.  

The Nomination Committee is required to give recommendations to the Directors where there are vacancies or where it is felt that additional directors should be appointed. For new appointments the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board. 

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

How it should be applied 

The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage. 

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company. 

The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company. 

The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company. 

How the Company applies it 

The Board monitors and promotes a healthy corporate culture and has considered how that culture is consistent with the Company's objectives, strategy and business model and with the description of principal risks and uncertainties. 

The Board has considered and assessed the culture as being inclusive, transparent and collaborative with appropriate behaviours. The Group has a Code of Conduct, an Anti-bribery and Corruption Policy, and policies and procedures relating to whistleblowing stating the Company's commitment to conducting its business with honesty and integrity, its expectation that staff will maintain high standards, and encouraging prompt disclosure of any suspected wrongdoing. All such policies are available to view in the staff handbook.  

The terms of reference of the Audit Committee include reviewing the adequacy and security of the Company's arrangements for its employees and contractors to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters and keeping under review the Company's procedures.

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

How it should be applied 

The company should maintain governance structures and processes in line with its corporate culture and appropriate to its: 

·      size and complexity; and 

·      capacity, appetite, and tolerance for risk. 

The governance structures should evolve over time in parallel with its objectives, strategy, and business model to reflect the development of the company. 

How the Company applies it 

The Board has an established Audit, Remuneration, Risk and Nomination Committees which meet regularly in accordance with their terms of reference. The details of these committees, including their terms of reference and composition, are set out in our website. This detail also includes the roles and responsibilities of each of the Directors. 

The matters reserved for the board, are set out in the Board Terms of Reference, and can be summarised as follows: 

·      Reviewing, approving, and guiding corporate strategy, major plans of action, risk appetite and policies, annual budgets and business plans; setting performance objectives; monitoring,

implementation and corporate performance; and overseeing major capital expenditures, acquisitions and disposals. 

·      Monitoring the effectiveness of the Company's governance arrangements and practices, making changes as needed to ensure the alignment of the Company's governance framework with current best practices. 

·      Ensuring that appointments to the Board or its Committees are effected in accordance with the appropriate governance process. 

·      Monitoring and managing potential conflicts of interest of management, Board members, shareholders, external advisors, and other service providers, including misuse of corporate assets and abuse in related party transactions; and overseeing the process of external disclosure and communications. 

·      The Board is also responsible for all other matters of such importance as to be of significance to the Group as a whole because of their strategic, financial, or reputational implications or consequences. 

At this stage the board believes that the governance framework is appropriate for a Company of its size, but it continues to keep this under review. 

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

How it should be applied 

A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. 

In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist: 

·      the communication of shareholders' views to the board; and 

·      the shareholders' understanding of the unique circumstances and constraints faced by the company. 

It should be clear where these communication practices are described (annual report or website). 

How the Company applies it 

The Company is committed to open dialogue with all its stakeholders. The Executive Chair liaises with the Company's principal shareholders, regulators and, where appropriate, clients and relays their views to the wider Board. 

On the Company's website ('www.teamplc.co.uk') shareholders can find all historical regulatory announcements, Interim Reports and Annual Reports.  Annual Reports and Annual General Meeting Circulars are posted directly to all registered shareholders or nominees and results of Annual General Meeting votes are also published on the Company's website. As described earlier, the Company also maintains email and phone contacts which shareholders can use to make enquiries or requests. 

The Non-executive Directors are available to discuss any matter stakeholders might wish to raise, and the Executive Chair and Non-executive Directors will attend meetings with investors and analysts as required. 

Following the Company's AGM, the results of all votes will be made available on the website. 

By order of the Board

Mr M C Moore

CFO and COO

30 November 2021

The Board and its Committees

The Board is responsible for the overall management of the Group including the formulation and approval of the Group's long-term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of Group strategy, policies and plans. While the Board may delegate specific responsibilities, there will be a formal schedule of matters specifically reserved for decision by the Board. Such reserved matters will include, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board meets regularly to review performance.

The QCA Code recommends at least two members of the Board comprise Non-executive directors determined by the Board to be independent. From Admission, the Board is comprised of five directors, of whom two are executive and three are non-executive. The Board considers all three of the Non-executive directors to be independent and, as such, the Company complies with the requirements of the QCA Code in this regard.

The Board recognises that the QCA states that save in exceptional circumstances, a Chairman should not also fulfil the role of Chief Executive. The Company does not have a Chief Executive but relies on Mr J M Clubb as Executive Chairman and Mr M C Moore as Chief Financial Officer and Chief Operating Officer to fulfil the duties of a Chief Executive. The Board believes this is appropriate due to the Company having limited financial and operational scale at Admission. The roles and responsibilities of Mr J M Clubb and Mr M C Moore are supported by Shareholders. The Board, however, intends to appoint a Chief Executive in the future, at the appropriate moment, and the role of Mr J M Clubb as an executive director will be reviewed. The Company is committed to having a majority of independent directors at all times.

Since Admission, the Board has established an audit and risk committee (the "Audit and Risk Committee"), a nomination committee (the "Nomination Committee") and a remuneration committee (the "Remuneration Committee") with formally delegated responsibilities. The reports of the chairs of these committees are as follows:

The Audit and Risk Committee

The Audit and Risk Committee is chaired by Mr L P C Taylor. Its other members are Mr M M Gray and Mr D J K Turnbull, with Mr M C Moore in attendance.

The Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on.

The Committee receives and reviews reports from the Company's management and auditor relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. Further, the Committee advises the Board on the Group's overall risk appetite and strategy, the risk assessment processes, including in relation to remuneration and compliance functions, and assisting in overseeing implementation of the adopted strategy.

The Committee meets at least three times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required. The Committee has unrestricted access to the Company's auditor.

The principal areas of focus during the year included the following items:

1.    Review of internal controls and compliance procedures.

2.    Review of the Annual Report and financial statements.

3.    Approval of the management representation letter.

4.    Review of the independence of the auditors, their fees and engagement letter

The Committee met with the external auditors to review their Audit Plan, their report and significant findings arising during the audit.

Role of the external auditors

The Committee monitored the relationship with the external auditors, Grant Thornton Channel Islands, to ensure their independence and objectivity. Based on that assessment the Committee recommended to the Board the re-appointment of Grant Thornton Channel Islands. In assessing independence and objectivity, the Committee considered the level and nature of services provided by Grant Thornton Channel Islands as well as confirmation from them that they have remained independent within the meaning of the Auditing Practice Board Ethical Standards of Auditors.

The auditors did not carry out any non-audit services during the year.

Audit process

The external auditors prepared an Audit Plan for their review and audit of the full year financial statements. The audit plan set out the scope of the audit, areas of risk and audit timetable. Following their audit, the auditors presented their findings to the Audit Committee.

Internal audit

The Group assessed the need for an internal audit function and considered that in the light of the existing control environment within the business, there is currently no requirement for a separate internal audit function.

Mr L P C Taylor

Chairman of the Audit & Risk Committee

30 November 2021

Nomination Report

The Nomination Committee is chaired by Mr D J K Turnbull and its other members are Mr L P C Taylor, Mr M M Gray and Mr J M Clubb. Mr M C Moore acts as its Secretary.

The Committee meets twice a year and otherwise as required.

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition of the Board. It is responsible for, and evaluates on a regular basis, the balance of skills, experience, independence and knowledge of the Board, its size, structure and composition, retirements,

and appointments of additional and replacement directors and will make appropriate recommendations to the Board on such matters. The Nomination Committee also considers succession planning, taking into account the skills and expertise that will be needed on and beneficial to the Board in the future.

In October 2021 the Committee met for the first since TEAM plc listed on AIM and since the current board was appointed.

The Committee assessed and confirmed the individual and collective suitability of Board members - the balance of skills, experience, independence and knowledge of the board as well as its composition.  The Chairman stated that his assessment of all Directors was that they were performing well and The Committee agreed.  Collectively, it was agreed that the Board had operated effectively, that The Executive had performed well in the context of COVID-19 and executing TEAM's strategy and that Non-Executives had provided appropriate challenge and guidance.

It was agreed that the size of the Board is commensurate with the current size of the business and that the composition provides TEAM with a balanced, experienced, knowledgeable and informed group of directors who bring strategic experience, foresight and challenge to the Executive. It was agreed that overall it operates effectively and, as such, no changes were necessary at this time to its membership. The Committee noted that it takes into account the diversity or otherwise of the Board and will continue to do so.

The Committee reviewed succession planning and agreed that a sensible plan was in place.

Mr D J K Turnbull

Chairman of the Nomination Committee

30 November 2021

Remuneration Report

The Directors present the Directors' Remuneration Report (the "Remuneration Report") for the financial year ended 30 September 2021.

Composition and Role of the Remuneration Committee

As detailed within the Corporate Governance report, the Board has established a Remuneration Committee which currently consists of all the Non-Executive Directors, chaired by Mr M M Gray.

The committee determines and agrees with the Board the framework and policy of Executive remuneration and the associated costs to the Group and is responsible for the implementation of that policy. The committee determines the specific remuneration packages for each of the Executive Directors and no Director or Senior Executive is involved in any decisions as to their own remuneration. The committee has access to information and advice provided by the Executive Chairman and the CFO and has access to independent advice where it considers it appropriate.

This report explains how the Group has applied its policy on remuneration paid to Executive Directors.

Framework and Policy on Executive Directors' Remuneration

The Group's remuneration policy is designed to provide competitive rewards for its Executive Directors, taking into account the performance of the Group and the individual Executives, together with comparisons to pay conditions throughout the markets in which the Group operates. It is the aim of the committee to attract, retain and motivate high calibre individuals with a competitive remuneration package. It is common practice in the industry for total remuneration to be significantly influenced by bonuses.

The remuneration packages are constructed to provide a balance between fixed and variable rewards. Therefore, remuneration packages for Executive Directors normally include basic salary, bonuses, benefits in kind and share based rewards. In agreeing the level of basic salaries and annual bonuses the committee takes into consideration the total remuneration that Executives could receive.

Basic Salary

Basic salaries are reviewed on an annual basis or following a significant change in responsibilities. The committee seeks to establish a basic salary for each Executive determined by individual responsibilities and performance, taking into account comparable salaries for similar positions in companies of a similar size in the same market.

Incentive Arrangements

Bonuses

These are designed to reflect the Group's performance, taking into account the performance of its peers, the market in which the Group operates and the Executive's contribution to that performance.

Performance related contractual incentive scheme

These are designed to reward performance by the Executive Directors.

Share based rewards

As referred to in the Directors' Report, the Group does not have any option nor an Employee Share Ownership Trust (ESOT).

Other Employee Benefits

Depending on the terms of their contract the Executive Directors and are entitled to a range of benefits, including contributions to individual personal pension plans, private medical insurance and life assurance.

Service Contracts and Notice Periods

The Executive Directors are employed on rolling contracts subject to six months' notice from either the Executive or the Group, given at any time.

Service contracts do not provide explicitly for termination payments or damages, but the Group may make payments in lieu of notice. For this purpose, pay in lieu of notice would consist of basic salary and other relevant emoluments for the relevant notice period excluding any bonus.

External Appointments undertaken by Executive Directors

In the committee's opinion, experience of other companies' practices and challenges is valuable for the personal development of the Group's Executive Directors and for the Company. It is therefore the Group's policy to allow Executive Directors to accept Non-Executive Directorships at other companies, provided the time commitment does not interfere with the Executive Directors' responsibilities within the Group. Fees are retained by the individual Executive Director.

Non-Executive Directors

All Non-Executive Directors have a letter of appointment for an initial period of twelve months and thereafter on a rolling basis subject to three months' notice by either the Non-Executive Director or the Group, given at any time.

In the event of termination of their appointment they are not entitled to any compensation.

Non-Executive Directors' fees are determined by the Executive Directors having regard to the need to attract high calibre individuals with the right experience, the time and responsibilities entailed, and comparative fees paid in the market in which the Group operates. They are not eligible for pensions.

Management Incentive Plan

On 6th January 2021, the Company established TEAM Midco Limited in order to grant share awards under the Management Incentive Plan ("MIP"). On that date, share awards within TEAM Midco Limited were made to participants of the MIP. These were Mr J M Clubb 375 A Ordinary Shares in TEAM Midco Limited (the "A Ords") 2021 Shares, Mr M C Moore 438 A Ords and J Jones Series 125 A Ords. The shares were issued at market value with total subscription price of the shares being £3,001.60. The Company cancelled these share awards on 30 November 2021 and bought back the A Ords as their grant was not in line with disclosure contained within the Company's AIM Admission Document dated 2 March 2021. As set out in the AIM Admission Document, awards will be made to the management team of the Company to ensure all employees are well motivated and identify closely with the success of the Group.

Directors' Emoluments

The remuneration of each Director as listed on page 47, in the Company Information section, during the year ended 30 September 2021 is set out below:

The highest paid Director for 2021 was Mr M C Moore receiving emoluments of £138,270 (2020: J M Clubb £58,086).

Mr J M Clubb has a salary of £200,000, of which he has elected to waive half, ahead of the Group generating a positive cash flow.

Directors' Interests in Management Incentive Plan shares

The management incentive plan does not qualify as an employee share option scheme as the shares were purchased at fair value. There are no voting rights attached to these shares.