ANNUAL REPORT 2018 Datalex plc Global Headquarters Block U ANNUAL REPORT 2018 EastPoint Dublin D03 H704 Ireland Call: +353 1 806 3500 Fax: +353 1 806 3501 Email: [email protected] www.datalex.com ANNUAL REPORT 2018 STRATEGY REVIEW Acting Chairman and Interim Chief Executive Officer (“CEO”) Statement 2 Datalex at a Glance 4 Airline Retail Expansion and Shift 4 Our People 5 Our Business Model 6 Financial and Operational Review 8 Risk Report 14 GOVERNANCE Directors and Other Information 16 Board of Directors 17 Directors’ Report 18 Directors’ Responsibilities Statement 26 Corporate Governance Statement 27 Remuneration Report 39 Independent Auditor’s Report to the Members of Datalex plc 43 FINANCIAL STATEMENTS Consolidated Statement of Financial Position 52 Consolidated Statement of Profit or Loss 53 Consolidated Statement of Comprehensive Income 54 Consolidated Statement of Changes in Equity 55 Consolidated Statement of Cash Flows 56 Company Statement of Financial Position 57 Company Statement of Changes in Equity 58 Company Statement of Cash Flows 59 Notes to the Financial Statements 60 See all investor information online at www.datalex.com/investors ACTING CHAIRMAN AND INTERIM CHIEF EXECUTIVE OFFICER (“CEO”) STATEMENT This Annual Report sets out to summarise 2018 as transparently is required as a short-term measure which is in the best interests and methodically as possible in what has been the most difficult of shareholders. The Board is currently undertaking a formal year in the history of the Group. Events uncovered in early 2019, process for segregating these roles in the immediate future with including the breakdown in internal controls which failed to the expectation that the positions of CEO and Chairman will be detect accounting irregularities, were unprecedented. I joined the confirmed by the end of the year. Board of Datalex on 12 April 2019 at what was a critical time in the Group’s evolution, and I did so notwithstanding these events On 14 May 2019, we announced the appointment of Niall O’Sullivan as I believe in the Group’s future prospects. Immediate action has as our new CFO with effect from 4 June 2019. Prior to Datalex, been taken; the Group has significantly reorganised its finance Niall was the Finance Director for EMEA at Google Inc. Other function, strengthened the internal controls of the business senior management changes have also taken place with several with plans to further enhance this function, and is engaging in a colleagues departing. Niall and I are currently working together to process to procure an outsourced internal audit service provider. implement a new organisational structure that is fit for Datalex’s These issues are further dealt with in some detail elsewhere in this business and the future. We will also continue to evaluate the Annual Report. composition of the Board and management team to ensure it has the skills and expertise necessary to drive the Group’s It is extremely disappointing that the auditors have been unable future success. STRATEGY REVIEW STRATEGY to express an opinion on the financial statements, primarily because of the breakdown in the internal controls. The Board and management of Datalex have been working tirelessly since RESTRUCTURING January to remedy this situation, and work on this continues. Over recent years Datalex had significantly increased its cost The Board, together with myself and the management team, are base to meet the demands of its customers but this has not been totally committed to restoring the Group’s control procedures sufficiently flexible to deal with the challenges that have arisen and governance throughout the organisation. It will remain a top over the last twelve months. As a result of this, the Group has priority until satisfactorily addressed. undertaken a cost restructuring programme which has impacted outsourced contractors and employees. Our outsource model Whilst these events and findings are a disappointment to the and improvement of our flexibility to deliver to customers is entire Board, my role will be to act as a key change agent leading under scrutiny and will be dealt with fully as part of a wider the process of instituting the required remedies subsequent to Transformational Change Programme, termed “RESET”. Further these events and growing the business for the benefit of Datalex’s details of cost restructuring measures are included in the Financial shareholders, customers, employees and other stakeholders. and Operational Review. Since my appointment, priorities have included a review of all the activities of the Group, meetings with several customers, This has been a difficult period for our people. However, the engagement with all staff and effective implementation of the restructuring that has been undertaken is necessary for the necessary identified changes. Group’s future survival and will materially enhance our capability ANNUAL REPORT 2018 to deliver to customers. MANAGEMENT CHANGES AND BOARD DEVELOPMENTS Having joined the Board of Datalex plc as Deputy Chairman on CUSTOMERS 12 April 2019 and following the departure of Aidan Brogan on 1 Customers recognise, and articulate with some consistency, May 2019, I also took up executive responsibility as Interim CEO that the Datalex core product and technology offering is of of the Company on 2 May 2019. This is an interim measure, as considerable value to their businesses. It is also clear in our noted below. conversations that improvements are required in the delivery and execution of services. Given our well-publicised challenges, Paschal Taggart resigned as Chairman on 24 June 2019, and we acknowledge that some customers may consider alternative I became Acting Chairman. Under the provisions of the 2016 providers. Datalex will have to regain their confidence in order to UK Corporate Governance Code, the positions of Chairman have a continuing relationship and we believe we can achieve this. and CEO should not be exercised by the same individual. The Accordingly, the Directors are committed to ensuring that we get Board believed at the time, and continues to believe, that this ourselves back on track in terms of what Datalex has executed arrangement was appropriate as a short term measure given well in the past and delivering what is of most value to our that it is not realistic to consider the position of Chairman customers now and into the future. until a permanent CEO is appointed, especially in the light of the challenges and uncertainties currently facing the Group. Accordingly, it is the Board’s view that this arrangement was and 2 ACTING CHAIRMAN AND INTERIM CHIEF EXECUTIVE OFFICER (CEO) STATEMENT As part of our plans we will have a very strong customer focus 2019 OUTLOOK with a better definition of deliverables and product capabilities, and a cultural shift where we hold our teams responsible for We will continue to develop and build a strong customer focus, execution and timely delivery against our promises. with a better definition of deliverables and product capabilities. We are continuing to extend our business with existing customers while also seeking new opportunities. Talks are ongoing with PRODUCT DEVELOPMENT a number of potential new customers, some of which are at an advanced stage. This demonstrates the strength of Datalex’s The investment required to support product development and product as these discussions have continued notwithstanding customisation in the year contributed to the financial difficulties the recent news. We will present a further update on our outlook facing the Group. for 2019 and beyond at the AGM which will reflect my personal commitment, and that of the team, to re-setting the course for the During 2018, the total cash spent on deployment and product future of Datalex. investment was c.US$27m. This amount, some of which was funded by our customers making advance payments for 2019, has put enormous strain on the finances of the Group. CORPORATE GOVERNANCE AND RISK MANAGEMENT The events of last year are a significant disappointment. The REVIEW STRATEGY FUNDING breakdown in internal controls which I have already highlighted is dealt with in more detail elsewhere in this report and in the report The financial performance in the year was extremely of the independent auditors. The delay in publishing accounts as a disappointing and is dealt with in more detail in the Financial result of addressing the internal control breakdowns and adopting and Operational Review. new accounting standards has resulted in the suspension of trading on Euronext Dublin. Once we have full confidence in The Group finds itself in a tight financial position due to the the systems and procedures in place, we will seek to have our level of expenditure mentioned previously. We have identified listing reinstated. The Board is committed to addressing the that Datalex will require further funding in the short term. To matters raised in the independent review carried out by PwC in this end, it is our intention to arrange equity fundraising in the conjunction with McCann FitzGerald, the Group’s legal advisors coming months. In the meantime, our largest ultimate beneficial in March 2019, as well as matters arising from the audit. We have shareholder, Mr. Dermot Desmond, has confirmed he will procure made and are making further changes in the finance function and additional financing of up to US$5.5m to enable the Group have appropriate resources in place to support this significant to continue trading over the remainder of the calendar year. transformation. We recognise that confidence has been broken This support is subject to a number of conditions, including and that trust needs to be regained. agreements of terms. Mr. Desmond has furthermore informed the Company that he will support the equity fundraising and will The Board is considering the provisions of the new 2018 Corporate procure the participation of IIU Nominees Limited in its pro rata ANNUAL REPORT 2018 Governance Code (applicable to financial periods commencing entitlement and will also work with the Company to secure the after 1 January 2019), which sets a higher standard of corporate necessary underwriting of the equity fundraising.