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ZTF Zotefoams Plc

375.00
-7.00 (-1.83%)
23 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Zotefoams Plc LSE:ZTF London Ordinary Share GB0009896605 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -7.00 -1.83% 375.00 376.00 389.00 375.00 375.00 375.00 2,375 16:35:28
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Plastics Foam Products 126.98M 9.24M 0.1892 19.82 183.17M

Zotefoams PLC 2017 Annual Report and Notice of the 2018 AGM (7616K)

12/04/2018 2:27pm

UK Regulatory


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RNS Number : 7616K

Zotefoams PLC

12 April 2018

Zotefoams plc

2017 Annual Report and Notice of the 2018 Annual General Meeting

In compliance with Listing Rule 9.6.1, the following documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at:

http://www.morningstar.co.uk/uk/NSM

1 Annual Report for the year ended 31 December 2017, incorporating the Notice of the 2018 Annual General Meeting; and

   2             Form of Proxy for the 2018 Annual General Meeting. 

Copies of the 2017 Annual Report and the Notice of the 2018 Annual General Meeting are available on our website at:

http://www.zotefoams.com/investors/annual-interim-reports/

http://www.zotefoams.com/investors/agm/

A condensed set of the financial statements, the Chairman's statement and Strategic report in respect of the Annual Report were included in the unaudited preliminary results announcement issued on 13 March 2018, which may be found at:

http://www.zotefoams.com/wp-content/uploads/2018/03/Zotefoams-Preliminary-Results-31.12.17-Final.pdf

This announcement contains, in Annex A, additional information for the purposes of compliance with the Disclosure and Transparency Rules, including the statement of Directors' responsibilities in respect of the Annual Report, principal risks and uncertainties and details of related party transactions. This information is extracted from the 2017 Annual Report in full unedited text. This announcement is not a substitute for reading the full Annual Report. Page and note references in the text below refer to page numbers and notes in the 2017 Annual Report.

Enquiries:

James Kindell

Company Secretary

   Zotefoams plc                            020 8664 1600 

12 April 2018

About Zotefoams plc:

Zotefoams plc (LSE - ZTF) is a world leader in cellular materials technology. Using a unique manufacturing process with environmentally friendly nitrogen expansion, Zotefoams produces and sells lightweight AZOTE(R) polyolefin and ZOTEK(R) high-performance foams for diverse markets worldwide. Zotefoams uses its own cellular materials to manufacture T-FIT(R) advanced insulation for demanding industrial markets. In addition, Zotefoams owns and licenses patented MuCell(R) microcellular foam technology, developed specifically for extrusion applications, from a base in Massachusetts, USA to customers worldwide.

Zotefoams is headquartered in Croydon, UK, with additional manufacturing sites in Kentucky and Oklahoma, USA (foam products manufacture and conversion), Massachusetts, USA (MuCell Extrusion) and Jiangsu Province, China (T-FIT(R)).

www.zotefoams.com

AZOTE(R), ZOTEK(R), T-FIT(R) are registered trademarks of Zotefoams plc

MuCell(R) is a registered trademark of Trexel Inc.

Annex A

Statement of Directors' responsibilities in respect of the Annual Report

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and the Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. 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 the Company and of the profit or loss of the Group and Company for that period. In preparing these financial statements, the Directors are required to:

   --      select suitable accounting policies and then apply them consistently; 

-- state whether applicable IFRSs as adopted by the European Union have been followed for the Group financial statements and IFRSs as adopted by the European Union have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;

   --      make judgements and accounting estimates that are reasonable and prudent; and 

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements and the Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.

The Directors are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors consider the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and Company's performance, business model and strategy.

Each of the Directors, whose names and functions are listed on pages 36 to 37 of the Annual Report con rm that, to the best of their knowledge:

-- the Company nancial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, nancial position and pro t of the Company;

-- the Group nancial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, nancial position and pro t of the Group; and

-- the Strategic Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces.

By order of the Board

G C McGrath Group CFO 6 April 2018

Principal risks and uncertainties

We have identified 12 principal risks and uncertainties under nine key headings: operational, people, technology, supply chain, global market environment, financing, foreign exchange, commercial and pension. A principal risk is one that has the potential to affect significantly our strategic objectives, financial position or future performance. It includes both internal and external factors. Zotefoams monitors movements in likelihood and impact such that risks are appropriately mitigated, to the extent possible, in line with the Group's risk appetite.

The risk profile in 2017 includes three added and one removed risk. With the Group's investment in HP1 and infrastructure at its Kentucky, USA plant now complete and commercial product in the market, the level of this risk has been assessed to fall below the tier one materiality level for reporting and has therefore been removed. While the initial investment in Kentucky has increased capacity, the need to add further capacity at the right time and in the right place has been defined as a new risk, one which is becoming increasingly significant as Zotefoams pursues its growth expectations and one reflected by the commencement of investments in low-pressure capacity in Croydon, UK, and in the commissioning of the second high-pressure autoclave (HP2) in Kentucky, USA. The Group has benefited greatly from the experiences of its recent US capital investment programme, and improved capacity planning processes tied with increasing optimism in HPP growth rates have raised the risk profile of capacity as a result. The second risk added, also related to its pursuit of growth, is the impact on span of control as the Group further expands operations overseas. Ensuring it has effective systems, communication methods, recruiting and training will be important mitigating factors. Finally, the risk of cyber attacks has been added, with high-profile examples during the year elevating the Group's assessment of this risk and the importance of remaining vigilant and constantly considering the strength of its protective measures.

Key to Links to the Strategy:

   1          Grow: sales in the Polyolefin business 
   2          Develop: a HPP portfolio and MEL customer base to deliver enhanced margins 
   3          Increase: operating margins pre exceptional items 
   4          Improve: return on capital employed 
 
 Risk                                Mitigation actions 
----------------------------------  ------------------------------------------------------------- 
 Operational: Single                 The Group has extensive 
  site dependence                     SHE policies and procedures 
  Strategy 1. 2. 3. 4.                in place, which are 
  Risk trend: ->                      in line with best practice. 
                                      In the UK the Company 
  As the majority of                  is certi ed to accredited 
  the Group's operations              standards OHSAS 18001 
  are on one site, a                  on Health and Safety 
  signi cant operational              and ISO 14001, the 
  disruption or Safety,               International Standard 
  Health and Environmental            for Environment Management 
  ('SHE') incident could              Systems. Regular training 
  impact the Group's                  is provided on SHE 
  ability to manufacture              matters to the staff. 
  and supply products. 
  This could have sizeable            Pressure equipment 
  nancial and commercial              used is operated under 
  consequences including,             the Pressure Systems 
  in certain de ned circumstances,    Safety Regulations 
  customer claims. It                 2000 and is subject 
  could also lead to                  to systematic internal, 
  reputational damage.                and frequent external, 
                                      inspections in accordance 
                                      with the Safety Assessment 
                                      Federation. 
 
                                      The Group has extensive 
                                      re prevention systems 
                                      in place. 
 
                                      The Group has appropriate 
                                      contingency plans in 
                                      place in the event 
                                      of the failure of certain 
                                      major pieces of equipment. 
 
                                      Reporting of incidents, 
                                      including 'near misses' 
                                      and damage to plant 
                                      or equipment not resulting 
                                      in personal injury, 
                                      is mandatory in order 
                                      to track issues and 
                                      to prevent reoccurrences. 
 
                                      Insurance is in place 
                                      to cover capital restatement 
                                      and loss of pro ts 
                                      in the event of operational 
                                      disruption caused by 
                                      certain events. 
 
                                      The Group has invested 
                                      in its Kentucky, USA 
                                      site, which provides 
                                      multi-site capability, 
                                      subject to capacity, 
                                      on many polyole n products. 
                                      With experience, it 
                                      will also become possible 
                                      to manufacture some 
                                      of the more challenging 
                                      higher performance 
                                      foams. 
 
                                      Controls: 
                                       *    Regular internal and external audits and inspections 
                                            are undertaken on the Group's operations, policies 
                                            and procedures. 
 
 
                                       *    Reports are made to the Board, on a quarterly basis, 
                                            on SHE issues. 
 
 
                                       *    The Group has various committees in place that 
                                            monitor and review the risks. 
 
 
 
                                      Control Committees: 
                                       *    Executive Committee 
 
 
                                       *    Planning and Capacity Committee Occupational Health 
                                            and Safety Steering Committee 
 
 
                                       *    Environment Steering Committee 
 
 
                                       *    North American Safety and Environment Committee 
----------------------------------  ------------------------------------------------------------- 
 Operational: Execution              The experiences gained 
  Link to strategy: 1,                through the recent 
  3, 4                                investment in the Kentucky, 
  Risk trend:                         USA site have provided 
                                      a signi cant increase 
  The business's unique               in know-how, spread 
  technology is highly                across more personnel, 
  capital intensive,                  which reduces uncertainty 
  with long lead times                of future execution. 
  and complex equipment 
  and engineering requirements.       Expected growth in 
  As customer demand                  HPP products is driving 
  grows, the ability                  accelerated investment 
  to grow capacity requires           decisions. 
  effective and timely 
  planning, suf cient                 Controls: 
  resource and nancing,                *    The Group holds regular capacity planning reviews at 
  and excellent execution.                  Board and operational level. 
 
 
                                       *    The Board meets bi-annually to review its three-year 
                                            plan, moving to a ve-year plan in 2018, and consider 
                                            capacity needs in light of medium-term growth 
                                            expectations. 
 
 
 
                                      Control Committees: 
                                       *    Board and Executive Committee 
 
 
                                       *    Planning and Capacity Committee 
 
 
                                       *    Capital Committee 
----------------------------------  ------------------------------------------------------------- 
 Technology                          There are high barriers 
  Strategy 1. 2. 3. 4.                of entry to the manufacturing 
  Risk trend: ->                      of the Group's foams. 
                                      Signi cant capital 
  The Group's processes               investment and know-how 
  for the manufacture                 would be required to 
  of its products are                 invest in autoclaves 
  substantially unique                and related infrastructure. 
  to the Group. Whilst 
  the principles behind               The Group actively 
  the processes are not               maintains its intellectual 
  con dential, the precise            property. It patents 
  know-how is. A competitor           its technology wherever 
  could match or improve              it believes it is appropriate 
  upon the properties                 to do so. Where technology 
  and economics of the                is not subject to patent, 
  Group's products.                   patents are no longer 
                                      applicable or the technology 
  Key to the success                  is incapable of being 
  of the business of                  patented, the Group 
  MuCell Extrusion LLC                guards its know-how. 
  ('MEL') is the strength 
  of its intellectual                 The Group reduces its 
  property and, on the                technology risk by 
  back of that, its ability           entering into new markets. 
  to grant commercial                 For example, the development 
  licences. The risks                 of High Performance 
  to MEL are that its                 Products ('HPP') and 
  intellectual property               MEL, where the product 
  becomes dated or its                offerings are unique 
  patents expire or are               and protected by patents 
  successfully challenged.            and/or process know-how 
                                      and capability, opens 
                                      up new markets for 
                                      the Group with potential 
                                      signi cant and lasting 
                                      differential advantages. 
 
                                      MEL actively maintains 
                                      and updates its intellectual 
                                      property portfolio. 
                                      This is done by undertaking 
                                      research and development 
                                      to add new patents 
                                      to the portfolio, further 
                                      developing its know-how 
                                      and obtaining licences 
                                      of key third-party 
                                      patents, which are 
                                      complementary to the 
                                      existing portfolio. 
 
                                      A MEL licence typically 
                                      includes a bundle of 
                                      patents and know-how 
                                      and, therefore, is 
                                      not completely dependent 
                                      on any particular patent. 
 
                                      Controls: 
                                       *    The Group keeps a watching brief on competitor 
                                            activity and maintains close contact with its 
                                            customers and end-users of its products to understand 
                                            market activity. 
 
 
                                       *    All MEL's licences are reviewed by senior personnel 
                                            to ensure terms are appropriate. The intellectual 
                                            property portfolio is managed by MEL's Executive 
                                            Committee. 
 
 
 
                                      Control Committees: 
                                       *    Executive Committee 
 
 
                                       *    Marketing Committee 
 
 
                                       *    Product Development Committee 
 
 
                                       *    North America Review 
 
 
                                       *    MEL Executive Committee 
 
 
                                       *    MEL Contract Review Committee 
----------------------------------  ------------------------------------------------------------- 
 People                              The Group continuously 
  Strategy 1. 2. 3.                   reviews its skill needs 
  Risk trend:                         and labour requirements. 
                                      The Group aims to provide 
  The failure to attract,             its employees with 
  develop or retain the               varied and interesting 
  right calibre of staff              work and to incentivise 
  will impact the Group's             them appropriately. 
  ability to deliver 
  growing opportunities               The Group has a Global 
  by product and geographic           Talent Manager, whose 
  reach.                              remit is to ensure 
                                      senior and emerging 
  The impact of Brexit                talent is appropriate 
  might impact the Group's            for the Group's current 
  ability to retain mainland          and future needs. 
  EU nationals. 
                                      The Group is following 
                                      the developments of 
                                      the UK's EU exit negotiations 
                                      closely and addressing 
                                      its consequences on 
                                      people. In the meantime, 
                                      such action has already 
                                      included providing 
                                      mainland EU employees 
                                      with residency advice 
                                      and support. 
 
                                      Controls: 
                                       *    Ongoing discussions at the Board and Executive 
                                            Committee meetings. 
 
 
 
                                      Control Committees: 
                                       *    Board 
 
 
                                       *    Audit Committee (in relation to Finance) 
 
 
                                       *    Executive Committee 
 
 
                                       *    HR Steering Committee 
 
 
                                       *    Nominations Committee (in relation to the Board and 
                                            Executive Committee) 
----------------------------------  ------------------------------------------------------------- 
 Operational: Span of                The Board and Executive 
  Control                             Committee continually 
  Strategy 1. 2. 3.                   review the Group's 
  Risk trend:                         corporate culture, 
                                      its communication and 
  Until recently most                 embedding of controls 
  of Zotefoams' revenue               across the organisation. 
  was shipped from the 
  UK. Following its investments       Key leaders travel 
  in the USA and Asia,                frequently to overseas 
  the Group now employs               locations to ensure 
  more people, holds                  the right people are 
  more assets and generates           in the right roles 
  a higher proportion                 and behaviours are 
  of revenues outside                 aligned with those 
  the UK. While scaling               at the corporate centre. 
  up operations internationally, 
  it becomes increasingly             The Group has been 
  important to manage                 investing signi cantly 
  the span of control                 in human resource over 
  risk through embedding              the past three years 
  effective systems across            as it builds global 
  the Group and maintaining           functions and hires 
  an effective nancial                leaders with international 
  control and corporate               and cross-cultural 
  governance environment,             experience. 
  while delivering on 
  the Group's strategic               The Group has upgraded 
  objectives.                         IT systems to standardise 
                                      information and improve 
                                      communication and visibility. 
 
                                      Controls: 
                                       *    Ongoing discussions at the Board and Executive 
                                            Committee meetings. 
 
 
 
                                      Control Committees: 
                                       *    Board 
 
 
                                       *    Executive Committee 
 
 
                                       *    HR Steering Committee 
 
 
                                       *    IT Steering Committee 
----------------------------------  ------------------------------------------------------------- 
 Supply Chain                        Wherever possible, 
  Strategy 1. 2. 3. 4.                supplies are sourced 
  Risk trend: ->                      from more than one 
                                      supplier or location. 
  Certain of the Group's              However, this is not 
  raw materials and engineering       always possible, due 
  components are sourced              to the special nature 
  from single suppliers.              of the raw materials 
  Disruption in those                 and machinery used. 
  supplies, either on 
  a temporary or more                 The Group continually 
  permanent basis, could              monitors suppliers 
  affect production and               and is investing signi 
  supply to the Group's               cantly in the search 
  customers and, in certain           for, testing and approval 
  de ned circumstances,               of, alternative suppliers 
  have contractual commercial         of critical materials. 
  consequences which 
  may result in customer              Controls: 
  claims.                              *    Key Supplier Review Committee, an internal committee, 
                                            meets at least twice a year to review the ability of 
                                            the Group to source its key raw materials and 
                                            engineering components. A dedicated raw materials 
                                            manager leads this review. 
 
 
                                       *    Audits of key suppliers are carried out. 
 
 
 
                                      Control Committees: 
                                       *    Executive Committee 
 
 
                                       *    Key Supplier Review Committee 
----------------------------------  ------------------------------------------------------------- 
 Foreign Exchange                    The Group reduces its 
  Strategy 1. 3. 4.                   foreign exposure for 
  Risk trend:                         transactional items 
                                      by making its purchases 
  The Group has signi                 either in euros or 
  cant exposure to foreign            US dollars. For example, 
  exchange uctuations.                there are US dollar 
  This is both transactional          costs associated with 
  and on the translation              the Group's operations 
  of foreign currency                 in Kentucky USA and 
  balances and the consolidation      with MEL. In addition, 
  of its foreign subsidiaries.        the majority of the 
                                      Group's raw materials 
  Despite recent investments          are purchased in euros. 
  overseas, the Group's 
  operations are substantially        The Group recently 
  based in the UK and,                completed its signi 
  therefore, most of                  cant capital investment 
  its manufacturing assets            in North America, which 
  and costs are sterling              will reduce exposure 
  denominated.                        for transactional items 
                                      on the US dollar by 
  The Group's customers               increasing the cost 
  are normally invoiced               base in the USA. Raw 
  in their local currencies.          materials are now purchased 
  In 2017, approximately              locally and a larger 
  80% of the Group's                  workforce supports 
  revenue was in currencies           full process production. 
  other than sterling. 
  The Group, therefore,               The Group has a hedging 
  generates surpluses                 policy, which is approved 
  in US dollars and euros,            by the Board. The Group 
  which are converted                 hedges a proportion 
  into sterling.                      of its exposure for 
                                      transactional items 
                                      to foreign exchange 
                                      by using forward exchange 
                                      contracts. 
 
                                      The Group, like most 
                                      public companies, does 
                                      not hedge for the translation 
                                      of its foreign subsidiaries' 
                                      assets or liabilities 
                                      in the consolidation 
                                      of its Group accounts. 
                                      It is, however, increasingly 
                                      focused on hedging 
                                      its statement of nancial 
                                      position through matching, 
                                      where possible, its 
                                      overseas assets with 
                                      overseas liabilities, 
                                      such as foreign currency 
                                      debt nancing. 
 
                                      Controls: 
                                       *    Monthly review by the Foreign Exchange Committee. 
 
 
                                       *    Hedging policy reviewed by the Board annually. 
 
 
 
                                      Control Committees: 
                                       *    Executive Committee 
 
 
                                       *    Foreign Exchange Committee 
 
 
                                       *    North America Executive Committee 
----------------------------------  ------------------------------------------------------------- 
 Macroeconomics                      Some of the Group's 
  Strategy 1. 2. 3. 4.                markets can be cyclical. 
  Risk trend: ->                      However, this risk 
                                      is spread geographically 
  Our markets are exposed             and across a number 
  to general economic                 of segments, which 
  and political changes,              are expected to diversify 
  which may impact the                further with the growth 
  Group's performance                 of HPP and MEL. The 
  and ability to meet                 Group is operationally 
  its strategic objectives.           geared and its experience 
                                      is that, in challenging 
  An unfavourable outcome             circumstances, operational 
  to the Brexit negotiations          labour costs can be 
  may impact the Group's              reduced, polymer prices 
  ability to import raw               generally fall with 
  materials and export                reduced economic demand, 
  nished foam product                 giving a cost bene 
  in a timely manner.                 t, and cash can be 
  Tariffs may increase                generated from both 
  input costs and export              reducing working capital 
  prices. Labour regulations          as well as slowing 
  may affect the Group's              capital expenditure 
  ability to attract                  projects to help offset 
  EU talent.                          the effects of a downturn. 
                                      The Group targets an 
                                      appropriate nancial 
                                      structure to give it 
                                      exibility in a downturn. 
 
                                      The Group will monitor 
                                      Brexit developments 
                                      and take appropriate 
                                      commercial action, 
                                      which ultimately impacts 
                                      capital investment 
                                      decisions, as the political 
                                      and economic situation 
                                      becomes clearer. 
 
                                      Controls: 
                                       *    Monthly review by the Executive Committee. Board 
                                            review at times of more fundamental changes, such as 
                                            the Brexit decision. 
 
 
                                       *    North America Review. 
 
 
                                       *    MEL Review. 
 
 
 
                                      Control Committees: 
                                       *    Executive Committee 
 
 
                                       *    Marketing Committee 
 
 
                                       *    North America Executive Committee 
 
 
                                       *    MEL Executive Committee 
----------------------------------  ------------------------------------------------------------- 
 Financing                           The Group has strong 
  Strategy 1. 2. 3. 4.                cash generation from 
  Risk trend:                         its operations. In 
                                      Q1 2018 the Group completed 
  The Group needs to                  HP1, which cost a total 
  have suf cient cash,                of $33m. It has since 
  or be able to draw                  announced a GBP12m 
  on loan facilities                  investment in low-pressure 
  or access capital markets,          capacity in Croydon 
  to nance its operations             to support HPP growth 
  and its increasing                  and a $9m investment 
  growth expectations.                to commission the second 
                                      high-pressure autoclave 
  The Zotefoams business              (HP2) in the USA. The 
  is growth led and capital           Group continues to 
  intensive. An expectation           assess additional signi 
  of growth creates the               cant investment opportunities 
  need for investment                 and working capital 
  in xed assets and working           needs to enable it 
  capital to service                  to meet its increasing 
  this growth, which                  growth opportunities. 
  increases debt levels               Accelerated growth 
  ahead of the expected               leads to a shorter 
  future cash in ows.                 investment cycle and 
                                      the need for a more 
                                      frequent assessment 
                                      of the Group's nancing 
                                      structure. 
 
                                      The Group has debt 
                                      facilities, at 31 December 
                                      2017, amounting to: 
 
                                      - a 10-year, $8m xed 
                                      rate loan 
                                      - a ve-year GBP7.5m 
                                      variable rate loan 
                                      facility; and 
                                      - a four-year GBP10m 
                                      RCF facility and a 
                                      GBP2m overdraft facility. 
 
                                      In March 2018 the Group 
                                      secured an additional 
                                      GBP10m facility with 
                                      an 18-month term. The 
                                      loans and RCF facility 
                                      are secured against 
                                      certain Group assets 
                                      and are subject to 
                                      covenants. 
 
                                      When considering investment 
                                      projects, the Group 
                                      has regard to its ability 
                                      to raise nance for 
                                      the project and will 
                                      not fully commit to 
                                      a project until acceptable 
                                      and appropriate nance 
                                      is in place, or believed 
                                      to be available. 
 
                                      Controls: 
                                       *    The Executive Committee monitors its funding position 
                                            closely. 
 
 
                                       *    Financial plans and projections are regularly 
                                            reviewed by the Board. 
 
 
 
                                      Control Committees: 
                                       *    Board 
 
 
                                       *    Executive Committee 
 
 
                                       *    Capital Planning Committee 
----------------------------------  ------------------------------------------------------------- 
 Commercial                          The Group's largest 
  Strategy 1. 2. 3. 4.                customers are converters 
  Risk trend: ->                      of foam. The Group 
                                      has good knowledge 
  Group revenues and                  of the end customers 
  pro ts could be impacted            of its major customers 
  by the loss, insolvency             and, with some additional 
  or divergence of interest           short-term work, would 
  with a major customer.              expect to bring or 
                                      identify additional 
                                      converter capacity, 
                                      supply routes or channel 
                                      partners to service 
                                      these markets. 
 
                                      As the Group successfully 
                                      converts projects out 
                                      of its HPP portfolio 
                                      into commercial opportunities, 
                                      the customers it sells 
                                      its ZOTEK(R) PEBA, 
                                      F and N foams to will 
                                      mostly be signi cantly 
                                      larger than the average 
                                      AZOTE(R) customer. 
                                      These relationships, 
                                      with balanced commercial 
                                      contracts, are by their 
                                      nature longer term, 
                                      providing a unique 
                                      technical solution 
                                      and competitive advantage 
                                      to the ZOTEK(R) foams 
                                      customers. Continued 
                                      investment in the portfolio 
                                      could yield further 
                                      successes that spread 
                                      the risk of any single 
                                      loss, while the T-FIT(R) 
                                      insulation business 
                                      provides further balancing 
                                      with its more broadly 
                                      spread customer base. 
 
                                      The Group will continually 
                                      review its customer 
                                      spread and balance, 
                                      particularly as the 
                                      HPP business segment 
                                      takes on more importance. 
 
                                      Controls: 
                                       *    Review at Sales meetings and by the Marketing 
                                            Committee. 
 
 
                                       *    Review of HPP opportunities and commitments by the 
                                            Executive Team and, subject to materiality, the 
                                            Board. 
 
 
 
                                      Control Committees: 
                                       *    Board 
 
 
                                       *    Executive Committee 
 
 
                                       *    Marketing Committee 
----------------------------------  ------------------------------------------------------------- 
 Pension                             To minimise the risk 
  Strategy 4.                         to the Company of meeting 
  Risk trend: ->                      the obligations under 
                                      the Scheme, the Company 
  The Company has a De                took action to close 
  ned Bene t Pension                  the Scheme to new members 
  Scheme ('Scheme') and               in 2001 and closed 
  any inability of the                it to future accrual 
  Scheme to meet its                  of bene ts in 2005. 
  liabilities to its 
  members could, ultimately,          The Company obtained 
  be the responsibility               legal advice in 2017 
  of the Company.                     which opined that, 
                                      while the Scheme was 
  There have in recent                effectively closed 
  times been a number                 to future accrual of 
  of legal cases challenging          bene ts in 2005, it 
  the validity of previously          was not effectively 
  closed de ned bene                  closed to future accrual 
  t schemes, but as yet               of salary. The impact 
  no clear case law.                  of this, estimated 
                                      to be GBP1.27m, has 
                                      been booked as an exceptional 
                                      item in the nancial 
                                      statements. A process 
                                      is currently under 
                                      way to close the scheme 
                                      to future accrual of 
                                      salary, while the Company 
                                      also considers its 
                                      options for recourse 
                                      to its advisors at 
                                      the time. 
 
                                      The Company will continuously 
                                      work together with 
                                      the Trustees to undertake 
                                      de-risking activities 
                                      to the Scheme, where 
                                      feasible. 
 
                                      The last triennial 
                                      actuarial valuation 
                                      of the Scheme is as 
                                      at 5 April 2017 and 
                                      the outcome of this 
                                      is still being considered. 
                                      As a recovery plan 
                                      for the Scheme for 
                                      the previous valuation 
                                      (5 April 2014), the 
                                      Company agreed to make 
                                      a contribution to the 
                                      Scheme of GBP41,000 
                                      per month until April 
                                      2020 to reduce the 
                                      de cit, together with 
                                      expenses of GBP10,600 
                                      per month. 
 
                                      Controls: 
                                       *    Triennial actuarial reviews of the Pension Scheme are 
                                            undertaken and balanced revisions to the funding of 
                                            any de cit are agreed between the Trustees and the 
                                            Company. 
 
 
 
                                      Control Committees: 
                                       *    The Board has oversight of the Company's liability to 
                                            the De ned Bene t Pension Scheme. 
----------------------------------  ------------------------------------------------------------- 
 Operational: Cyber                  The IT department stays 
  threats                             on top of all developments 
  Strategy 1. 2. 3. 4.                and regularly reviews 
  Risk trend:                         the quality and status 
                                      of its systems in the 
  2017 was an unprecedented           face of a potential 
  year for global cyberthreats        attack. As an example, 
  in terms of scale,                  during 2017 the department: 
  impact and speed of                 - commenced deployment 
  infection. Increasingly,            of enhanced malicious 
  additional measures                 code protection to 
  are needed to combat                all laptops globally 
  and mitigate this growing           - upgraded servers 
  risk                                and desktops that had 
                                      old operating systems 
                                      - underwent an independent 
                                      security audit to highlight 
                                      any risks 
 
                                      The department also 
                                      increased the level 
                                      of communication on 
                                      cyber-related risks 
                                      with Group personnel. 
 
                                      The Group is committed 
                                      to certi cation against 
                                      the UK Government backed 
                                      and industry supported 
                                      Cyber Essentials Plus 
                                      scheme. This will introduce 
                                      many new technological 
                                      solutions, policies 
                                      and vulnerability management 
                                      and will be independently 
                                      audited in order to 
                                      pass the scheme criteria. 
 
                                      Controls: 
                                       *    Reviewed quarterly by IT Steering Committee. 
 
 
 
                                      Control Committees: 
                                       *    IT Steering Committee 
 
 
                                       *    Executive Committee 
 
 
                                       *    North America Executive Committee 
----------------------------------  ------------------------------------------------------------- 
 

Related party transactions

Directors

The Directors of the Company as at 31 December 2017 and their immediate relatives control approximately 1.1% (2016: 1.1%) of the voting shares of the Company. Details of Directors' pay and remuneration are given in the Remuneration Report on pages 46 to 56. Executive Directors are considered to be the only key management personnel. Details of compensation paid to key management personnel are included in note 6.

Subsidiaries and joint venture

Details of the subsidiaries and joint venture of the Company are set out in note 13. These companies are considered to be related parties.

Azote Asia Limited is the exclusive distributor of Zotefoams' AZOTE(R) products in the Far East. Azote Asia Limited works closely with its customers to develop products and nd innovative solutions to meet their business needs through an ongoing commitment to quality, sustained value and customer service.

Common control exists between the Company and the Zotefoams Employee Bene t Trust (EBT). The Zotefoams EBT has therefore been consolidated as described in note 2.2.

The following material transactions were carried out with related parties:

   2017                 2016 
   GBP000                 GBP000 

Sales of goods: Subsidiaries of the Company 13,405 12,735

Sales of services: Subsidiaries of the Company 410 97

Sales of goods: joint venture of the Company 2,565 2,507

Total 16,380 14,889

Balances between the Company and its active subsidiaries and associates are as follows:

   Receivables/(payable)           Investments in 

owed by/(to)

   2017         2016                     2017         2016 
   GBP000         GBP000                     GBP000         GBP000 

Zotefoams Inc 5,490 10,000 - -

KZ Trading and Investment Ltd 1,434 231 - -

Azote Asia Limited 1,542 2,391 - -

MuCell Extrusion LLC (13) (69) - -

Zotefoams International Limited - 339 23,546 3,460

Zotefoams Operations Limited 187 - - -

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCGGUUPCUPRGWP

(END) Dow Jones Newswires

April 12, 2018 09:27 ET (13:27 GMT)

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