TIDMMGAM
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
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 ).
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, Mitigation
assessment and trend
from 2021
--------------------- ----------------------------------------------------------------- ------------------------
OPERATIONAL The Group's strategic The Group has a
RISKS success depends on dedicated
maintaining and developing technology team within
TECHNICAL its technical leadership each GBU which monitors
LEADERSHIP in materials science relevant
over its competitors. technology and business
Severity: developments,
Moderate Unforeseen or unmitigated using technology
technology obsolescence, roadmaps
Trend: Unchanged the emergence of linked to 20 major
competing technologies, technology
Risk appetite: the loss of control families, to ensure it
Higher of proprietary technology remains
or the loss of intellectual at the leading edge of
property/ know-how development.
would impact the The Group also has four
Group's business Centres
and its ability to of Excellence. These
deliver on its strategic Centres
goals. focus Morgan Advanced
Materials'
The advanced technological expertise and research
nature of the Group resources
requires people with on further developing
highly differentiated core
skill sets. Any inability technologies and
to recruit, retain identifying
and develop the right new opportunities and
people would negatively applications.
impact the Group's
ability to achieve The GBU leadership teams
its strategic goals. proactively
monitor their technology
priorities
and R&D investments and
have
implemented a stage-gate
process
to manage this
effectively.
These projects are also
regularly
reviewed by the CEO and
CFO.
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 As part of the Group's Changes to operational
RISKS strategy to improve processes
the efficiency of are carefully considered
OPERATIONAL its operations and by
EXECUTION/ organisation, various site and GBU management
ORGANISATIONAL changes have been before
CHANGE made to operational implementation.
processes at individual Operational
Severity: sites, to the GBU improvements and savings
Moderate set up and to the are
Group's structure. monitored against budget
Trend: Unchanged Further improvements by
and changes are planned the GBUs and the
Risk appetite: for future years. Executive
Moderate Failure to manage Committee to ensure that
these changes adequately changes
could result in interruption deliver the savings
to operations or promised
customer service, without disruption to
or a failure to maximise business
the Group's opportunities. operations. New capital
. investments
are approved at
appropriate
levels of the 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
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
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.
--------------------- ----------------------------------------------------------------- ------------------------
OPERATIONAL The Group operates The Board performs
RISKS across a range of regular
product and technology reviews of the Group's
PORTFOLIO families. These are portfolio.
MANAGEMENT subject to long-term
market trends which During 2020, the Group
Severity: may lead to either launched
Low obsolescence or opportunities a COVID-19-related
to further expand restructuring
Trend: Unchanged the Group. Failure and efficiency
to manage the Group's programme.
Risk appetite: portfolio of businesses This accelerated
Moderate proactively and in existing
line with this technology plans to simplify the
profile could lead Group's
to the value of the portfolio and align
Group's businesses capacity
being eroded over with the anticipated
time or to a failure demand
to exploit opportunities across the business. The
to acquire businesses programme
with the capability was completed in 2021.
to add further value
to the Group. During 2022,
opportunities
to acquire businesses
were
actively reviewed on a
continuing
basis.
--------------------- ----------------------------------------------------------------- ------------------------
OPERATIONAL The Group operates The Group's broad market
RISKS in a range of markets and
and geographies around geographic spread helps
MACRO-ECONOMIC the world and could to
AND POLITICAL be affected by political, mitigate the effects of
ENVIRONMENT economic, social political
or regulatory developments and economic changes.
Severity: or instability, for
Significant example an economic Annual Budgets and
slowdown or issues Strategic
Trend: Adverse stemming from Plans, as well as
oil and natural resource monthly
price shocks. forecasts for Morgan's
different
businesses are used to
monitor
delivery against
expectations
and anticipate potential
external
risks to performance.
These
are subject to regular
review
by the Executive
Committee
and the Board.
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 The Group operates Managing its operations
RISKS a number of manufacturing safely
facilities around is the Group's number
ENVIRONMENT, the world. A failure one
HEALTH AND in the Group's EHS priority. The Group has
SAFETY (EHS) procedures could a
lead to environmental comprehensive EHS
Severity: damage or to injury programme
High or death of employees managed by the Group
or third parties, Health
Trend: Unchanged with a consequential and Safety Director and
impact on operations the
Risk appetite: and increased risk Group Environment and
Very low of regulatory or Sustainability
legal action being Director, with clear EHS
taken against the standards
Group. Any such action and a refreshed
could result in both programme
financial of audits to assess
damages and damage compliance.
to reputation. Given
the long history The Group Health and
of many of the operations Safety
of the Group, there Director and the Group
is also a risk that Environment
historical operating and Sustainability
and environmental Director,
standards may not working with the Global
have met today's EHS
environmental regulations. Leads, set annual
In addition, the priorities
Group may have obligations for EHS which are
relating to prior approved
asset sales or closed by the Executive
facilities. Committee.
These form the basis for
individual
sites' own EHS
priorities
and plans and complement
the
Group's 'thinkSAFE'
behavioural
safety programme.
EHS performance is
monitored
by the Group Executive
Committee
and the Board. 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 The overall risk In all manufacturing
RISKS severity has been sites,
increased based on ways of working to
CORONAVIRUS assessing a potentially respond
(COVID-19) higher impact of to the pandemic were
PANDEMIC a future pandemic. successfully
adapted and matured
Severity: Communicable disease further
High impacts ways of working, - including social
the supply chain distancing,
Trend: Adverse and the ability of hygiene measures and
employees to travel additional
to work in affected PPE - to keep our people
areas. safe.
Flexible working from
The Company's priority home
is to take all actions was also established,
and precautions necessary and
to ensure the safety further strengthened for
and wellbeing of all
our employees. roles that could do so.
The Group has provided
clear
and timely communication
to
reinforce the importance
of
following safety
measures
in every part of the
organisation.
--------------------- ----------------------------------------------------------------- ------------------------
OPERATIONAL Global climate change The Group actively
RISKS poses short-term mitigates
and longer-term challenges the two transitional
Climate change for our business. risks
The expected changes of carbon pricing and
Severity: are far-reaching eliminating
High and irreversible natural gas.
The Group evaluated
Trend: climate
Unchanged scenario analysis via
modelling
by an external
consultant
in 2022.
This includes several
longer-term
risks like heat stress,
water
scarcity, sea level
rise,
and supply chain
disruption.
Additionally,
adverse/extreme
weather changes are a
potential
risk which is monitored
by
the GBUs and the
respective
sites.
Science Based Target
initiative
(SBTi) targets are under
development
to align with a well
below
2 C scenario climate
risk.
--------------------- ----------------------------------------------------------------- ------------------------
OPERATIONAL Products used in Many of the Group's
RISKS applications for products
which they were not are designed to customer
PRODUCT QUALITY, intended or inadequate specifications.
SAFETY AND quality control/ Morgan Advanced
LIABILITY over-commitment on Materials'
customer specifications quality management
Severity: could result in products systems
High not meeting customer and training help ensure
requirements, which that
Trend: Unchanged could in turn lead all our products meet or
to significant liabilities exceed
Risk appetite: and reputational customer requirements
Low damage. and
national/international
Some of our products standards.
are used in potentially The Group Legal Policy
high-risk applications, requires
for example in the that contracts relating
aerospace, automotive, to
electric vehicle, products used in
medical and power potential
industries. high-risk applications
are
subject to legal review
to
ensure that appropriate
protections
are in place for product
quality
risks. Group-wide
training
on the policy
requirements
continues.
The Group insurance
programme
includes product
liability
insurance and is
reviewed
annually by the Board.
--------------------- ----------------------------------------------------------------- ------------------------
OPERATIONAL Across the industry Following the cyber
RISKS the frequency of incident
cyber attacks is experienced in January
IT AND growing, influenced 2023
CYBERSECURITY by increased connectivity, (referred to above), the
an accelerated shift Group's
Severity: to cloud platforms security and monitoring
Significant and remote working. programme
has been expedited. We
Trend: Adverse The global regulatory continue
compliance landscape, to run training
Risk appetite: including export programmes
Very low regulations, continues on cyber risk and IT
to mature and add security
complexity to how and have strengthened
we process, store the
and share internal 'thinkSECURE' internal
and external data brand
on a global level as an awareness
within the Group. programme.
Failure adds significant
risk to We continue to monitor
the GBUs and the the
Company. regulatory and
compliance
The effective management landscape and emerging
of the Group's IT regulations,
infrastructure is such as the US
important in enabling Department
our businesses to of Defense's
deliver customer Cybersecurity
requirements reliably. Maturity Model
Key business system Certificate
failure might impact (CMMC), and the EU-GDPR
the ability of the and
business to deliver UK Data Protection Act
on its strategic (DPA)
goals. 2018.
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
data
across the Group.
--------------------- ----------------------------------------------------------------- ------------------------
OPERATIONAL The Group has potential The Group has a
RISKS single-point exposure diversified
risks, which include: manufacturing, customer
SUPPLY and
CHAIN/BUSINESS * Single-point supplier - a significant interruption of geographic base which
CONTINUITY a key internal or external supply could impact provides
business continuity. a level of resilience
Severity: against
High single-point exposures.
Were
Trend: Favourable * Single-point site - a key site exposed to a strike, a any site to be
natural catastrophe or a serious incident, such as unavailable,
Risk appetite: fire, could impact business continuity. production in many cases
Higher could
be switched to other
sites.
One Group site, Hayward, The Business Continuity
is situated in the Policy
California earthquake supports minimum
zone (US). Certain standards
of the Group's businesses at the Group's most
are important for important
intercompany supply sites for intercompany
purposes. supply.
Management of these
risks
also involves monitoring
and
reviewing supply chains
(internal
and external),
dual/multiple
sourcing of materials or
strategic
stock, site security and
safety
mechanisms, business
continuity
plans, and maintenance
of
product quality and
strong
customer relationships.
The overall risk
severity
has improved based on a
reduced
probability resulting
from
the effects of the
ongoing
GBU activities.
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 The Group's treasury
reach means that function
TREASURY it is exposed to operates on a
uncertainties in risk-averse
Severity: the financial markets, basis. Required controls
Moderate the fiscal jurisdictions over
where it operates, selection of banks, cash
Trend: Unchanged and the banking sector. management
These heighten the and other treasury
Risk appetite: Group's funding, practices
Low foreign exchange, and payments globally
tax, interest rate, are
credit and liquidity documented in Morgan's
risks as well as Treasury
the risk that a bank Policy and related
failure could impact procedures.
the Group's cash. The Group treasury team
manages
the Group's funding,
liquidity,
cash management,
interest
rate, foreign exchange,
counterparty
credit and other
treasury-related
risks. Treasury matters
are
regularly reviewed by
the
Board and Audit
Committee.
The refinance of the
Group's
revolving credit
facility
(RCF) was completed in
November
2022. As at 31 December
2022,
GBP76 million of the
Group's
GBP230 million revolving
credit
facility was drawn down.
--------------------- ----------------------------------------------------------------- ------------------------
FINANCIAL RISKS The Group sponsors Morgan's primary means
several defined benefit of
PENSION pension arrangements mitigating pension
FUNDING (the Schemes), whose funding
liabilities are subject risk is proactive
Severity: to fluctuating interest management
Low rates, investment of the pension scheme
values and inflation. assets
Trend: Favourable This coupled with and liabilities through
the increased longevity an
Risk appetite: of members and a integrated pension
L ow tougher regulatory strategy
funding regime will focusing on funding,
result in increased investment
funding burdens on and benefit risk. This
the Group in the involves
future. both internal management
within
The deficit in Morgan's the Group and also
global defined benefit external
pension schemes calculated management through the
on the basis required Schemes'
for IAS 19 accounting trustees, corporate
disclosures decreased actuaries
from GBP102.7 million and professional
as at 31 December advisors.
2021 to GBP15.6 million
as at 31 December In the UK both Schemes
2022. are
closed to the future
The Group also participates accrual
in two multi- employer of benefits and, in
defined benefit schemes consultation
in the US, both of with the Company, the
which have significant Trustees
funding deficits. 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 GBP67 million to the
Schemes,
equivalent to the total
contributions
remaining due under the
existing
Recovery Plans and
sufficient
to fully fund the
Schemes
on the basis of the
Trustees'
prudent 'Long Term
Objective'.
In addition, the
Schemes'
interest and inflation
rate
exposure is now 100%
hedged
using only moderate
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 The Group's tax
in many jurisdictions function,
TAX around the world working in conjunction
and could be affected with
Severity: by changes in tax external specialists as
Moderate laws and regulations required,
within the complex closely monitors fiscal
Trend: Unchanged international tax developments
environment. and changes such as BEPS
Risk appetite: The OECD's Base Erosion to
Low and Profit Shifting ensure that the Group's
(BEPS) framework tax
is generating additional arrangements and
obligations and filing practices
requirements for continue to comply with
the Group as countries the
continue to implement requirements of all
the actions in the relevant
framework. These jurisdictions, whilst
could have an impact also
on the tax paid by enabling efficient
the Group. management
of the tax liability.
The
Group's Head of Tax
reports
to the Audit Committee
on
key tax issues and
initiatives.
The Group has published
its
tax strategy on its
website
in line with the UK
corporate
governance requirements:
morganadvancedmaterials.
com/ESGPolicies
--------------------- ----------------------------------------------------------------- ------------------------
LEGAL AND As a global advanced The Group has an
COMPLIANCE materials business, in-house
RISKS supplying components legal function
into critical applications, supplemented
CONTRACT MANAGEMENT the Group may be by specialist external
exposed to liabilities lawyers.
Severity: arising from the The Group's legal policy
High use of its products. requires
Ineffective contract in-house legal review of
Trend: Unchanged risk management could high-value
result in significant or high-liability
Risk appetite: liabilities for the contracts
Low Group and could damage to ensure they contain
customer relationships. appropriate
protections for the
Group.
The policy requires
Chief
Executive Officer
approval
before a business can
enter
into a high value
contract
exceeding GBP2 million
and
unlimited liability
contracts
or contracts where the
liability
cap exceeds GBP5
million.
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.
--------------------- ----------------------------------------------------------------- ------------------------
LEGAL AND The Group's global The Group is committed
COMPLIANCE operations must comply to
RISKS with a range of national the highest standards of
and international corporate
COMPLIANCE laws and regulations and individual
including those related behaviour.
Severity: to bribery and corruption, To support this, in 2018
High human rights, trade/export the
compliance and competition/anti-trust Group issued the Morgan
Trend: Unchanged activities. Code,
A failure to comply which has been
Risk appetite: with any applicable continuously
Very low laws/ regulations in force since then. The
could result in civil Code
or criminal liabilities defines the Group's
and/or individual approach
or corporate fines to doing business
and could also result ethically
in debarment from and confirms Morgan's
government-related commitments
contracts or rejection to high standards of
by financial market ethical
counterparties and behaviour. The Code is
reputational damage. supported
by a range of documents
and
mechanisms: global Group
policies,
standards and guidance;
training
materials; the provision
of
an ethics 'Speak Up'
hotline
for employees; and
systems
to support effective
screening
of and due diligence on
third
parties.
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.
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
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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and conditions, to analyse how you engage with the information
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END
MSCUWONROKUSUAR
(END) Dow Jones Newswires
April 28, 2023 12:45 ET (16:45 GMT)
Morgan Advanced Materials (LSE:MGAM)
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부터 4월(4) 2024 으로 5월(5) 2024
Morgan Advanced Materials (LSE:MGAM)
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부터 5월(5) 2023 으로 5월(5) 2024
