BOARD OF DIRECTORS
INTERNAL CONTROLS AND RISK MANAGEMENT
STATEMENT OF DIRECTORS´ RESPONSIBILITIES
ANTI BRIBERY POLICY
Luxfer supports the principles of corporate governance and have over the years adopted many of the principles from the corporate governance code in the UK in so far as they are considered appropriate, relervant and practical for a company of Luxfer's status and size.
For a full description of Luxfer's Corporate Governance please see the section in our Annual Report starting at page 18. Alternatively you can download the extracted "Governance Section" from the Annual Report at the bottom of the page.
BOARD OF DIRECTORS:
Board composition — The Board of Directors consists of five members, the maximum number permitted under the Articles of Association of the Company: a Non-Executive Chairman, two Executive Directors and two Non-Executive Directors. The Chairman and two Executive Directors are also shareholders.
See “Director Profiles”.
The Role of the Board:
The Board has responsibility for the overall leadership of the Company, its long-term success and helping to develop and approve its strategic aims. They have determined a schedule of matters reserved to the Board. Reserved matters are comprehensive and reviewed as appropriate when there is a structural or other change in the Group and not annually.
There are six main scheduled meetings each year and normally three or four additional scheduled meetings timed to approve the release of financial information. Additional meetings are called as appropriate. The Board will normally meet at least twice a year at one of the Group's operational plants, including overseas locations, as part of their monitoring role and to ensure a better understanding of the Group's operations. At these meetings the Board has an opportunity to meet local and divisional management on both a formal and informal basis and discuss the progress of their operations with them.
Board Committees: The Company has a Remuneration Committee and Audit Committee, which deal with various appropriate aspects of the affairs of both the Company and the Group in accordance with written terms of reference which are reviewed periodically.
Membership of these Committees is shown in Director Profiles.
The Chief Executive is responsible to the Board for the management and performance of the business within the framework of the matters reserved to the Board and for implementing the strategy agreed with the Board. Both he and the Group Finance Director each provide routine monthly reports to the Board which cover all aspects of the business as agreed with the Board and which are then further commented upon at scheduled Board Meetings and elaborated upon as necessary.
Executive Management Board: The Executive Management Board, chaired by the Chief Executive which is normally meets monthly. This board consists of the Finance Director and senior management at Group and divisional level and provides a forum where matters of interest or concern to the Group can be reviewed and discussed, policies agreed and appropriate measures implemented. It also provides an opportunity for senior management to update themselves with progress in other parts of the Group outside their remit. See "Executive Profiles".
INTERNAL CONTROLS AND RISK MANAGEMENT:
The Group operates to established procedures, which are designed to identify, evaluate and manage significant risks in the Group. Such a system can only provide reasonable and not absolute assurance against material misstatement or loss. These procedures are reviewed on an on-going basis as considered appropriate and cover both financial and non-financial risks. The Board receives periodic reports on internal controls, the management of identified risks and the processes involved in their identification. The following are the Group´s principal internal control procedures:
Risk Management - The Group has over the years developed and implemented a Risk Management Process with the help of external advisors. On an annual self-certification and monitoring basis, local management create a risk profile for their business by identifying and evaluating the likelihood and magnitude of their key operational, commercial and financial risks. These risk factors are also consolidated to form an overall risk profile for the Group. Risk profiles are used as a management tool both at business unit and Group level with a view to reducing, transferring or eliminating risk as appropriate and where possible.
The Board receives a report from the Finance Director on major identified risks, the processes involved in their identification and their management. The report is usually made annually, but no less frequently than bi-annually, and it is discussed at the relervant meeting. Any major new risk to the Group, arising or perceived during the year, is identified and discussed with the Board as appropriate at regular Board Meetings in addition to the formal report. Training is undertaken locally and on a Group-wide basis to eliminate or mitigate certain identified or perceived risks that may affect the Group or a business where relevant.
Health and Safety - The Group is fully committed to achieving and maintaining the highest standards of health and safety for all its employees, contractors, visitors and all those who may be affected by its operations as an integral part of good business practice.
Certain members of the Executive Management Board have been designated to monitor, co-ordinate and report upon the health and safety aspects of specific regions of the Group's international operations.
A quarterly report is made to the Board by the Chief Executive, who also reports any issue of which the Board should be aware if and when such issues may arise.
Risks are identified on a site basis and appropriate training of employees is undertaken.
Periodic cross audits between operating units and regional periodic meetings of health and safety officers from operating units across the Group provide an opportunity for best practice to be shared. Recommendations from audits are reported on and followed up at subsequent business reviews with the Chief Executive in which health and safety is a permanent agenda item.
Operating sites throughout the Group have a designated health and safety office appropriately trained and responsible for health and safety matters and compliance with relevant legisaltion.
External professional expertise is sourced as and when appropriate.
To further heighten the profile of heath and safety within the Group, there are three health and safety awards made annually to the site with the "Best Overall Safety Performance", the site with the "Most Improved Safety Performance" and to the smaller site with the "Best Safety Performance". All employees at the award-winning site participate in the reward.
Environment - The Group remains committed to a high standard of environmental management to ensure legislative compliance across the Group. The environment is managed and reported on at various levels within the Group. Certain members of the Executive Management Board have been designated to monitor, co-ordinate and report upon the environment and environmental issues relevant to the Group and its activities for specific regions of the Group's international operations.
Each operating site has a designated manager responsible for environmental matters who has appropriate knowledge and expertise.
All operating sites are required to comply with the Group Environmental Policy and their site-specific environmental management system.
External expertise and advice is sought as necessary and appropriate.
The Group is committed to achieving ISO 14001 certification globally at larger sites, and the majority of these sites have now attained the certification along with some smaller sites.
All UK manufacturing sites that require IPPC permits have attained them.
Internal Financial Controls - The key controls consist of:
- The preparation of comprehensive monthly financial accounts, forecasts and reviews comparing performance to budget with a summary submitted to and discussed with the Directors at regular Board meetings.
- Hedging policies approved by the Board and operated by a hedging committee chaired by the Group Finance Director. The policy covers the Group´s exposure to and management of metal costs and foreign exchange rates as appropriate. The Board also receives regular monthly reports on such activities. Policies are reviewed periodically as circumstances dictate.
- A Group Accounting Manual and Group Authority Manual requiring proper, consistent, and legally compliant financial management at all levels.
- Regular performance reviews with divisional management carried out by the Chief Executive and the Group Finance Director at site.
Luxfer does not currently have an internal audit function. Periodic internal audits are carried out by Head Office finance staff.
STATEMENT OF DIRECTORS´ RESPONSIBILITIES
A copy of the Statement of Directors' Responsibilities can be downloaded below.
AUDIT COMMITTEE
The Audit Committee is a standing committee of the Board of Directors. A copy of the Terms of Reference for the Committee can be downloaded below.
Luxfer believes it is a fundamental principle of good business practice to respect local laws and customs when operating internationally. Luxfer will uphold all laws and regulations relevant to countering bribery and corruption in all the jurisdictions in which we operate and comply with such laws and regulation in good faith and spirit. A summary of Luxfer's Anti-Bribery Policy can be downloaded below.
LUXFER GROUP - a global materials technology company.