REG - Morgan Adv.Materials - Information required by DTR 4.1
28/04/2023 18:00
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RNS Number : 9558X Morgan Advanced Materials PLC 28 April 2023
Morgan Advanced Materials plc
(the Company)
28 April 2023
Information required by Disclosure Guidance and Transparency Rule 4.1
The Company's full year results announcement of 28 April 2023 contained a
management report as well as audited financial statements which were prepared
in accordance with the applicable accounting standards. The financial
information set out in the Company's full year results announcement does not
constitute the Company's statutory accounts for the year ended 31 December
2022.
Statutory accounts for 2022 are included in the 2022 Annual Report, which will
be delivered to the registrar of companies following the Company's 2023
AGM. The auditors have reported on those accounts; their report was (i)
unqualified, (ii) did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under section 498(2) or (3) of the Companies
Act 2006 in respect of the accounts for 2022. The full auditors report is
attached to this announcement.
http://www.rns-pdf.londonstockexchange.com/rns/9558X_1-2023-4-28.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/9558X_1-2023-4-28.pdf)
The information below, which is extracted from the 2022 Annual Report, is
included solely for the purpose of complying with DTR 4.1. This information
should be read in conjunction with the Company's full year results
announcement issued on 28 April 2023 (available at
www.morganadvancedmaterials.com (http://www.morganadvancedmaterials.com/) ).
This announcement is not a substitute for reading the full 2022 Annual
Report.
Risk Management
We have an established risk management methodology which seeks to identify,
prioritise and mitigate risks, underpinned by a 'three lines of defence' model
comprising an internal control framework, internal monitoring and independent
assurance processes.
The Board considers that risk management and internal control are fundamental
to achieving the Group aim of delivering long-term sustainable growth in
shareholder value.
Principal and emerging risks are identified both 'top down' by the Board and
the Executive Committee and 'bottom up' through the Group's global business
units (GBUs). The severity of each risk is quantified by assessing its
inherent impact and mitigated probability, to ensure that the residual risk
exposure is understood and prioritised for control throughout the Group.
Senior executives are responsible for the strategic management of the Group's
principal and emerging risks, including related policy, guidelines and
processes, subject to Board oversight.
During the year, a number of actions were identified to continue to improve
internal controls and the management of risk, including:
· increased focus on the Group's 'thinkSAFE' programme, focusing on
developing a caring safety culture, together with work to strengthen our
safety systems
· continued focus on Trade Compliance with the implementation of
'thinkTRADE'
· continued focus on a robust internal financial control
environment
· continued focus on the Group's 'Speak Up' process; including
strengthening the visibility of the process
· further emphasis on the ethics agenda, including
self-certification of policy compliance and the ethics and compliance training
platform providing mandatory global quarterly training
· driving forward the Group's sustainability agenda.
Cyber incident
We informed the market on 10 January 2023 that we had detected unauthorised
activity on our network. Immediate steps were taken to contain the incident,
launch response plans, engage our specialist support services and embark on
restoring systems. A small number of systems have proven irrecoverable. We are
accelerating the implementation of a new, cloud-based
ERP solution at the affected sites and across the Group as a whole. We are
also expediting improvements to the Group's overall IT infrastructure,
procedures and framework. The Board continues to monitor the impact of the
incident and receives regular updates on the progress against the actions
taken to mitigate the risk of further incidents. We continue to run regular
training programmes on cyber risk and IT security.
Risk appetite
The Board reviewed its appetite for the Group's principal risks and concluded
that its appetite for these risks was unchanged from the previous year. The
Group is willing to take considered risks to develop new technologies,
applications, partnerships and markets for its products and to meet customer
needs. The Group strives to eliminate risks to product quality and health and
safety, as these underpin the success of the Company's products and the safety
of our people and contractors.
The appetite for risk in the areas of legal and regulatory compliance
continues to
be extremely low, and the Group expects its businesses to comply with all laws
and regulations in the countries in which they operate. The Group also has a
low appetite for financial risk. During the year, the Board monitored the
Group's current risk exposure relative to the Board's appetite for different
risks. There were no risks where the current risk exposure exceeded the
Board's risk appetite.
Emerging risks
As part of the ongoing risk management process, the Board and the GBUs
identified and assessed emerging risks. None of these emerging risks are
currently deemed to be significant and they are therefore not listed amongst
the Group's principal risks below. They are identified, assessed and monitored
continuously to be able to respond effectively when they crystallise. The key
emerging risk areas identified were:
· Regulatory risk: manufacturing regulations - regulatory
requirements for certain hazardous materials. Tax regulations - with
governments globally aiming to reduce their national debts following the
COVID-19 pandemic.
· Social/Societal - potential recruitment challenges to replace an
ageing direct workforce in some locations; longer-term changes to end-markets,
redirecting effort to new end-markets for example, electric vehicles, domestic
heating, decentralised generation of energy.
· Business model: route to market - potential permanent change in
traditional selling models requiring an accelerated shift to e-commerce.
Change to permanent remote working with our employees, customers and vendors.
These emerging risks are continually monitored so that their potential impact
can be understood and mitigated to prevent them from becoming more
significant. They are also considered as an integral part of the strategic
planning process, and they form part of the focused risk review of
each GBU.
The following are the Group's principal risks and uncertainties and they
represent the risks that the Board feels could have the most significant
impact on achieving the Group's strategy of building a sustainable business
for the long term, and could impact the delivery of strong returns to the
Group's shareholders. An indication of the Board's assessment of the trend of
each principal risk - whether the potential severity has increased, decreased
or is broadly unchanged over the past year - is provided.
Risk Risk description, assessment and trend from 2021 Mitigation
OPERATIONAL RISKS The Group's strategic success depends on maintaining and developing its The Group has a dedicated technology team within
technical leadership in materials science over its competitors.
each GBU which monitors relevant technology and business developments, using
technology roadmaps linked to 20 major technology families, to ensure it
TECHNICAL LEADERSHIP
remains at the leading edge of development. The Group also has four Centres of
Unforeseen or unmitigated technology obsolescence, the emergence of competing Excellence. These Centres focus Morgan Advanced Materials' expertise and
technologies, the loss of control of proprietary technology or the loss of research resources on further developing core technologies and identifying new
intellectual property/ know-how would impact the Group's business and its opportunities and applications.
Severity: Moderate ability to deliver on its strategic goals.
The GBU leadership teams proactively monitor their technology priorities and
Trend: Unchanged The advanced technological nature of the Group requires people with highly R&D investments and have implemented a stage-gate process to manage this
differentiated skill sets. Any inability to recruit, retain and develop the effectively. These projects are also regularly reviewed by the CEO and CFO.
right people would negatively impact the Group's ability to achieve its
strategic goals.
Risk appetite: Higher
Where Group products are designed for a specific customer, they are developed
in partnership with the customer. The Group seeks to secure intellectual
property protection, where appropriate via a Trade Secret Standard, for its
existing and emerging portfolio of products and has an in-house counsel
dedicated to intellectual property protection, with the support of external
advisors.
The GBU IP Strategies place emphasis on improving
trade secret management activities. Group policy includes a Trade Secret
Standard document.
OPERATIONAL RISKS As part of the Group's strategy to improve the efficiency of its operations Changes to operational processes are carefully considered by site and GBU
and organisation, various changes have been made to operational processes at management before implementation. Operational improvements and savings are
individual sites, to the GBU set up and to the Group's structure. Further monitored against budget by the GBUs and the Executive Committee to ensure
improvements and changes are planned for future years. Failure to manage these that changes deliver the savings promised without disruption to business
OPERATIONAL EXECUTION/ changes adequately could result in interruption to operations or customer operations. New capital investments are approved at appropriate levels of the
ORGANISATIONAL CHANGE service, or a failure to maximise the Group's opportunities. Group and delivery of these is overseen by GBU and Group management.
. Organisational changes are assessed by the Chief Executive Officer, the
Executive Committee and in certain cases by the Board before being implemented
Severity: Moderate in line with local employment regulations.
A number of global functionalisation initiatives were implemented within the
GBUs and IT in 2022 to align and standardise data and processes. The benefits
Trend: Unchanged of these projects will strengthen our business in 2023.
Change management capabilities throughout the business were developed to
address the current global changes and challenges.
Risk appetite: Moderate
OPERATIONAL RISKS The Group operates across a range of product and technology families. These The Board performs regular reviews of the Group's portfolio.
are subject to long-term market trends which may lead to either obsolescence
or opportunities to further expand the Group. Failure to manage the Group's
portfolio of businesses proactively and in line with this technology profile
PORTFOLIO MANAGEMENT could lead to the value of the Group's businesses being eroded over time or to During 2020, the Group launched a COVID-19-related restructuring and
a failure to exploit opportunities to acquire businesses with the capability efficiency programme. This accelerated existing plans to simplify the Group's
to add further value to the Group. portfolio and align capacity with the anticipated demand across the business.
The programme was completed in 2021.
Severity: Low
During 2022, opportunities to acquire businesses were actively reviewed on a
Trend: Unchanged continuing basis.
Risk appetite: Moderate
OPERATIONAL RISKS The Group operates in a range of markets and geographies around the world and The Group's broad market and geographic spread helps to mitigate the effects
could be affected by political, economic, social or regulatory developments or of political and economic changes.
instability, for example an economic slowdown or issues stemming from
MACRO-ECONOMIC AND POLITICAL ENVIRONMENT oil and natural resource price shocks.
Annual Budgets and Strategic Plans, as well as monthly forecasts for Morgan's
different businesses are used to monitor delivery against expectations and
anticipate potential external risks to performance. These are subject to
Severity: Significant regular review by the Executive Committee and the Board.
Trend: Adverse In 2022, the macro-economic and political environment has declined further,
driven by increased energy costs and inflation, deglobalisation and the
various global conflicts.
Further global issues considered by the Board this year included the
continuing impact and uncertainty relating to the trade negotiations between
the US and China.
OPERATIONAL RISKS The Group operates a number of manufacturing facilities around the world. A Managing its operations safely is the Group's number one priority. The Group
failure in the Group's EHS procedures could lead to environmental damage or to has a comprehensive EHS programme managed by the Group Health and Safety
injury or death of employees or third parties, with a consequential impact on Director and the Group Environment and Sustainability Director, with clear EHS
operations and increased risk of regulatory or legal action being taken standards and a refreshed programme of audits to assess compliance.
ENVIRONMENT, HEALTH AND SAFETY (EHS) against the Group. Any such action could result in both financial
damages and damage to reputation. Given the long history of many of the
operations of the Group, there is also a risk that historical operating and The Group Health and Safety Director and the Group Environment and
Severity: High environmental standards may not have met today's environmental regulations. In Sustainability Director, working with the Global EHS Leads, set annual
addition, the Group may have obligations relating to prior asset sales or priorities for EHS which are approved by the Executive Committee. These form
closed facilities. the basis for individual sites' own EHS priorities and plans and complement
the Group's 'thinkSAFE' behavioural safety programme.
Trend: Unchanged
EHS performance is monitored by the Group Executive Committee and the Board.
Risk appetite: Very low Our LTA rate was 0.28 (2021: 0.22); it has been impacted by a larger number of
new employees in the business as we ramped up production volumes. During 2022,
our 'thinkSAFE' behavioural programme was fully deployed, with all employees
taking part. Safety continues to receive a high level of focus throughout the
organisation.
As at 31 December 2022, the Group was managing projects to remediate legacy
contamination at a number of former operational sites in conjunction with
external specialists and relevant authorities.
OPERATIONAL RISKS The overall risk severity has been increased based on assessing a potentially In all manufacturing sites, ways of working to respond to the pandemic were
higher impact of a future pandemic. successfully adapted and matured further - including social distancing,
hygiene measures and additional PPE - to keep our people safe. Flexible
working from home was also established, and further strengthened for all roles
CORONAVIRUS (COVID-19) PANDEMIC
that could do so.
Communicable disease impacts ways of working, the supply chain and the ability
of employees to travel to work in affected areas.
Severity: High The Group has provided clear and timely communication to reinforce the
importance of following safety measures in every part of the organisation.
The Company's priority is to take all actions and precautions necessary to
ensure the safety and wellbeing of our employees.
Trend: Adverse
OPERATIONAL RISKS Global climate change poses short-term and longer-term challenges for our The Group actively mitigates the two transitional risks of carbon pricing and
business. The expected changes are far-reaching and irreversible eliminating natural gas.
The Group evaluated climate scenario analysis via modelling by an external
Climate change consultant in 2022.
This includes several longer-term risks like heat stress, water scarcity, sea
level rise, and supply chain disruption.
Severity:
Additionally, adverse/extreme weather changes are a potential risk which is
High monitored by the GBUs and the respective sites.
Science Based Target initiative (SBTi) targets are under development to align
with a well below 2ºC scenario climate risk.
Trend:
Unchanged
OPERATIONAL RISKS Products used in applications for which they were not intended or inadequate Many of the Group's products are designed to customer specifications. Morgan
quality control/ Advanced Materials' quality management systems and training help ensure that
all our products meet or exceed customer requirements and
over-commitment on customer specifications could result in products not national/international standards.
PRODUCT QUALITY, SAFETY AND LIABILITY meeting customer
The Group Legal Policy requires that contracts relating to products used in
requirements, which could in turn lead to significant liabilities and potential high-risk applications are subject to legal review to ensure that
reputational damage. appropriate protections are in place for product quality risks. Group-wide
Severity: High
training on the policy requirements continues.
The Group insurance programme includes product liability insurance and is
Some of our products are used in potentially high-risk applications, for reviewed annually by the Board.
Trend: Unchanged example in the aerospace, automotive, electric vehicle, medical and power
industries.
Risk appetite: Low
OPERATIONAL RISKS Across the industry the frequency of cyber attacks is growing, influenced by Following the cyber incident experienced in January 2023 (referred to above),
increased connectivity, an accelerated shift to cloud platforms and remote the Group's security and monitoring programme has been expedited. We continue
working. to run training programmes on cyber risk and IT security and have strengthened
the 'thinkSECURE' internal brand as an awareness programme.
IT AND CYBERSECURITY
The global regulatory compliance landscape, including export regulations,
continues to mature and add complexity to how we process, store and share We continue to monitor the regulatory and compliance landscape and emerging
Severity: Significant internal and external data on a global level within the Group. Failure adds regulations, such as the US Department of Defense's Cybersecurity Maturity
significant risk to Model Certificate (CMMC), and the EU-GDPR and UK Data Protection Act (DPA)
2018.
the GBUs and the Company.
Trend: Adverse
Data management is seen as an increased risk area. Steps to address this are
in place, including a Data Governance Committee and a data classification
project which is focused on identifying, monitoring and protecting the use of
The effective management of the Group's IT infrastructure is important in data across the Group.
Risk appetite: Very low enabling our businesses to deliver customer requirements reliably. Key
business system failure might impact the ability of the business to deliver on
its strategic goals.
OPERATIONAL RISKS The Group has potential single-point exposure risks, which include: The Group has a diversified manufacturing, customer and geographic base which
provides a level of resilience against single-point exposures. Were any site
to be unavailable, production in many cases could be switched to other sites.
The Business Continuity Policy supports minimum standards at the Group's most
SUPPLY CHAIN/BUSINESS CONTINUITY · Single-point supplier - a significant interruption of a key important sites for intercompany supply.
internal or external supply could impact business continuity.
Severity: High
Management of these risks also involves monitoring and reviewing supply chains
· Single-point site - a key site exposed to a strike, a natural (internal and external), dual/multiple sourcing of materials or strategic
catastrophe or a serious incident, such as fire, could impact business stock, site security and safety mechanisms, business continuity plans, and
continuity. maintenance of product quality and strong customer relationships.
Trend: Favourable
One Group site, Hayward, is situated in the California earthquake zone (US). The overall risk severity has improved based on a reduced probability
Risk appetite: Higher Certain of the Group's businesses are important for intercompany supply resulting from the effects of the ongoing GBU activities.
purposes.
The Group insurance programme includes business interruption cover and
specific cover in relation to the impact of an earthquake in California, US;
this Group-level insurance is reviewed annually by the Board.
FINANCIAL RISKS The Group's global reach means that it is exposed to uncertainties in the The Group's treasury function operates on a risk-averse basis. Required
financial markets, the fiscal jurisdictions where it operates, and the banking controls over selection of banks, cash management and other treasury practices
sector. These heighten the Group's funding, foreign exchange, tax, interest and payments globally are documented in Morgan's Treasury Policy and related
rate, credit and liquidity risks as well as the risk that a bank failure could procedures. The Group treasury team manages the Group's funding, liquidity,
TREASURY impact the Group's cash. cash management, interest rate, foreign exchange, counterparty credit and
other treasury-related risks. Treasury matters are regularly reviewed by the
Board and Audit Committee.
Severity: Moderate The refinance of the Group's revolving credit facility (RCF) was completed in
November 2022. As at 31 December 2022, £76 million of the Group's £230
million revolving credit facility was drawn down.
Trend: Unchanged
Risk appetite: Low
FINANCIAL RISKS The Group sponsors several defined benefit pension arrangements (the Schemes), Morgan's primary means of mitigating pension funding risk is proactive
whose liabilities are subject to fluctuating interest rates, investment values management of the pension scheme assets and liabilities through an integrated
and inflation. This coupled with the increased longevity of members and a pension strategy focusing on funding, investment and benefit risk. This
tougher regulatory funding regime will result in increased funding burdens on involves both internal management within the Group and also external
PENSION the Group in the future. management through the Schemes' trustees, corporate actuaries and professional
FUNDING
advisors.
The deficit in Morgan's global defined benefit pension schemes calculated on
Severity: Low the basis required for IAS 19 accounting disclosures decreased from £102.7 In the UK both Schemes are closed to the future accrual of benefits and, in
million as at 31 December 2021 to £15.6 million as at 31 December 2022. consultation with the Company, the Trustees have adopted a proactive approach
to the management of risk. Following the most recent Scheme valuations in
March 2022, the Company agreed to make a lump sum contribution of £67 million
Trend: Favourable
to the Schemes, equivalent to the total contributions remaining due under the
The Group also participates in two multi- employer defined benefit schemes in existing Recovery Plans and sufficient to fully fund the Schemes on the basis
the US, both of which have significant funding deficits. of the Trustees' prudent 'Long Term Objective'. In addition, the Schemes'
interest and inflation rate exposure is now 100% hedged using only moderate
Risk appetite: Low levels of leverage. As a result, overall levels of risk in the Schemes have
been significantly reduced and the security of member benefits greatly
enhanced. No further contributions will be required from the Company at least
until the next Scheme Valuations in March 2025.
Risk for both of the defined benefit Pension Plans in the US has been reduced.
One completed a full legal termination (in June 2016). For the other Scheme, a
formal offer of a present-value- equivalent, lump-sum cash payment was made to
members. Following a $36 million additional contribution (in December 2017)
and a move to a significantly de-risked investment portfolio, this Scheme is
now almost fully funded on an accounting basis.
A liability management strategy for both the US multi-employer plans has been
agreed and a proposal for withdrawal made to the Trustees of the more severely
underfunded arrangement.
No significant funding obligations exist in any other individual country
although German legacy defined benefit schemes are unfunded, in accordance
with local practice. The recent risk review identified no significant
liability increases were likely in foreseeable future.
FINANCIAL RISKS The Group operates in many jurisdictions around the world and could be The Group's tax function, working in conjunction with external specialists as
affected by changes in tax laws and regulations within the complex required, closely monitors fiscal developments and changes such as BEPS to
international tax environment. ensure that the Group's tax arrangements and practices continue to comply with
the requirements of all relevant jurisdictions, whilst also enabling efficient
TAX The OECD's Base Erosion and Profit Shifting (BEPS) framework is generating management of the tax liability. The Group's Head of Tax reports to the Audit
additional obligations and filing requirements for the Group as countries Committee on key tax issues and initiatives.
continue to implement the actions in the framework. These could have an impact
on the tax paid by the Group. The Group has published its tax strategy on its website in line with the UK
Severity: Moderate
corporate governance requirements: morganadvancedmaterials.com/ESGPolicies
Trend: Unchanged
Risk appetite: Low
LEGAL AND As a global advanced materials business, supplying components into critical The Group has an in-house legal function supplemented by specialist external
COMPLIANCE RISKS applications, the Group may be exposed to liabilities arising from the use of lawyers.
its products. Ineffective contract risk management could result in significant
liabilities for the Group and could damage customer relationships. The Group's legal policy requires in-house legal review of high-value or
high-liability contracts to ensure they contain appropriate protections for
CONTRACT MANAGEMENT the Group. The policy requires Chief Executive Officer approval before a
business can enter into a high value contract exceeding £2 million and
unlimited liability contracts or contracts where the liability cap exceeds £5
million.
Severity: High
The Group has product liability insurance that would respond to product
liability claims (up to policy limits) to the extent this is not limited
contractually.
Trend: Unchanged
Risk appetite: Low
LEGAL AND The Group's global operations must comply with a range of national and The Group is committed to the highest standards of corporate and individual
COMPLIANCE RISKS international laws and regulations including those related to bribery and behaviour. To support this, in 2018 the Group issued the Morgan Code, which
corruption, human rights, trade/export compliance and competition/anti-trust has been continuously in force since then. The Code defines the Group's
activities. approach to doing business ethically and confirms Morgan's commitments to high
standards of ethical behaviour. The Code is supported by a range of documents
COMPLIANCE A failure to comply with any applicable laws/ regulations could result in and mechanisms: global Group policies, standards and guidance; training
civil or criminal liabilities and/or individual or corporate fines and could materials; the provision of an ethics 'Speak Up' hotline for employees; and
also result in debarment from government-related contracts or rejection by systems to support effective screening of and due diligence on third parties.
financial market counterparties and reputational damage.
Severity: High
Mandatory ethics training for staff covers topics including anti-bribery and
anti-corruption, anti-trust, harassment and bullying and trade controls. The
Group's 'Speak Up' methods enable staff to report concerns anonymously.
Trend: Unchanged The Group has a Global Ethics and Compliance Director organising and leading
the Group's activities and programmes.
The Group also has a Global Trade Compliance Director whose role is dedicated
Risk appetite: Very low to ensuring compliance with trade controls. In 2022, the Company introduced
the 'thinkTRADE' programme including global training on export control.
In addition to Group-level compliance specialists, the businesses have
established compliance officers, who are responsible for supporting local
training and monitoring. Morgan also employs country-specific trade and export
compliance specialists in higher-risk businesses and jurisdictions.
Related party transactions
There are no related party transactions requiring disclosure.
Statement of Directors' responsibilities
The following statement is extracted the 2022 Annual Report. This statement
relates solely to the Annual Report and is not connected to the extracted
information set out in this announcement or the Full Year Results
Announcement:
The Directors are responsible for preparing the Annual Report and the Group
and Parent company financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare Group and Parent company
financial statements for each financial year. Under that law they are required
to prepare the Group consolidated financial statements in accordance with
United Kingdom adopted international accounting standards and applicable law
and have elected to prepare the Parent company financial statements in
accordance with UK Accounting Standards, including FRS 101 Reduced Disclosure
Framework.
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 Parent company and of their profit or loss for that
period.
In preparing each of the Group and Parent company financial statements, the
Directors are required to
· Select suitable accounting policies and then apply them
consistently.
· Make judgements and estimates that are reasonable and prudent.
· For the Group consolidated financial statements, state whether
they have been prepared in accordance with United Kingdom adopted
international accounting standards.
· Assess the Group and Parent company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern.
· For the Parent company financial statements, state whether
applicable UK Accounting Standards have been followed, subject to any material
departures disclosed and explained in the Parent company financial statements.
They are responsible for such internal control as they determine is necessary
to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error, and have general responsibility
for taking such steps as are reasonably open to them to safeguard the assets
of the Group and to prevent and detect fraud and other irregularities.
· Prepare the financial statements on the going concern basis of
accounting unless they intend to liquidate the Group or the Parent company or
to cease operations or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Parent company's transactions and disclose
with reasonable accuracy at any time the financial position of the Parent
company and enable them to ensure that its financial statements comply with
the Companies Act 2006. They have general responsibility for taking such steps
as are reasonably open to them to safeguard the assets of the Group and to
prevent and detect fraud and other irregularities. They are responsible for
such internal control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due
to fraud or error, and have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the Group and to
prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors' Report, Remuneration Report and
Corporate Governance Statement that comply with that law and those
regulations.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
In its reporting to shareholders, the Board is satisfied that the Annual
Report and Accounts, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess the Group's
position and performance, business model and strategy as required by the Code.
The Directors in post as at 27 April 2023, the names and roles of whom are set
out on in the 2022 Annual Report, confirm that to the best of their knowledge:
· The Group's consolidated financial statements, which have been
prepared in accordance with United Kingdom adopted international accounting
standards, give a true and fair view of the assets, liabilities, financial
position and profit of the Group.
· The management report (comprising the Directors' Report and the
Strategic Report) includes a fair review of the development and performance of
the business and the position of the Group, together with a description of the
principal risks and uncertainties that it faces.
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