CORPORATE GOVERNANCE

BOARD OF DIRECTORS
INTERNAL CONTROLS AND RISK MANAGEMENT
STATEMENT OF DIRECTORS´ RESPONSIBILITIES

Luxfer follows principles of corporate governance in so far as is practical and possible for a company of its size.

BOARD OF DIRECTORS:
Board composition — Following the recent financial reorganisation, the Board will consist of five members: a non-executive chairman, two executive directors and two non-executive directors appointed by the non-management shareholders. 

See “Director Profiles”

The Role of the Board:
The Board has responsibility for the overall management and performance of the Group and approval of its long-term strategy. The Board have also agreed a schedule of appropriate matters reserved to the Board.

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. 

Membership of these Committees is shown in Director 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.  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 annually 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 or possible.

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.
The main elements of the Group´s approach to health and safety are:

• A requirement that all operating units comply with the Group´s health and safety policy.
• Certain members of the Executive 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.
• Each operating site has a designated health and safety manager who is appropriately trained and responsible for health and safety matters and compliance with relevant legislation at the site.
• Site health and safety issues are discussed at the regular business review meetings undertaken by the Chief Executive and the Group Finance Director at site.
• A system of periodic cross audits between operating units.  The results of these audits are reported upon to the site managing director with appropriate recommendations.  Progress on implementation of any recommendations is followed and reported upon in the business review meetings undertaken by the Chief Executive.
• Professional expertise is sourced as and when appropriate.
• An annual report is made to the Board by the Chief Executive Officer who also reports any issue of which the Board should be aware if and when such issues may arise.

Environment - The Group remains committed to a high standard of environmental management to ensure legislative compliance across the Group. The main elements of the Group´s approach to the environment are:

• A Group Environmental Policy and Management System (EMS) with which all operating sites are required to comply.  The Group is committed to working towards ISO 14001 and many of the larger business units already have plans in place to achieve this.  Many of the elements of the current EMS and work carried out for IPPC are consistent with ISO 14001.
• Actively working towards and/or attainment of IPPC permits as appropriate by UK sites.
• The environment is actively managed and reported on at various levels within the Group.  Certain members of the Executive Management Board have been designated to co-ordinate, monitor and report on environmental matters for specific regions of the Group´s international operations.  Each operating site has a manager designated with responsibility for environmental matters who has appropriate knowledge and expertise.
• External expertise and advice is sought as necessary and appropriate.
• The Board receives an annual report on the main environmental issues affecting the Group and any significant individual issues are brought to the attention of the Board as appropriate and as they arise during the year.
• The environment is considered as an element of the Group´s corporate risk assessment.  No acquisition involving land or an operating site is undertaken without first obtaining an independent environmental report.

Internal Financial Controls - The key controls consist of:

• The preparation of comprehensive monthly financial reviews submitted to and discussed with the Directors at regular Board meetings.
• Hedging policies, approved by the Board, which cover 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.
• 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.
• Periodic internal audits carried out by Head Office finance staff.
  

Executive Management Board -  This board consists of senior management at Group and divisional level and provides a forum where matters of interest or concern to the Group can be reviewed, discussed and appropriate measures implemented.

STATEMENT OF DIRECTORS´ RESPONSIBILITIES

A copy of the Statement of Directors' Responsibilities can be         downloaded below:

Return to the top of the page