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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Morgan Advanced Materials Plc | LSE:MGAM | London | Ordinary Share | GB0006027295 | ORD 25P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.50 | 0.45% | 336.50 | 336.50 | 337.00 | 339.50 | 332.50 | 337.00 | 85,550 | 14:11:51 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Carbon And Graphite Products | 1.12B | 47.3M | 0.1662 | 20.34 | 953.28M |
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.
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END
MSCUWONROKUSUAR
(END) Dow Jones Newswires
April 28, 2023 12:45 ET (16:45 GMT)
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