RNS Number : 3545Q
Croda International PLC
08 April 2009
Croda International Plc - Annual Financial Report
Croda International Plc (the 'Company') confirms that its Annual General Meeting will be held at 12 noon on 29 April 2009 at Carlton Towers, Carlton, Goole, East Yorkshire, DN14 9LZ.
In accordance with Listing Rule 9.6.1, the Company has submitted to the UK Listing Authority two copies of the following documents:
- Annual Report and Accounts for the year ended 31 December 2008
- Notice of Annual General Meeting
- Corporate Social Responsibility Report
The Annual Report and Accounts for the year ended 31 December 2008 are available on the Company's website at
The documents are available for inspection at the UK Listing Authority's Document Viewing Facility which is situated at: The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS.
The Notice of Annual General Meeting for 2009 includes a resolution to amend the Articles of Association with effect from the conclusion of the meeting. Copies of the proposed revised Articles of Association are available on our website at www.croda.com
IMPORTANT: EXPLANATORY NOTE AND WARNING
The primary purpose of this announcement is to inform the market about the publication of the Company's Annual Report and Accounts for the year ended 31 December 2008 (the '2008 Annual Report and Accounts').
The information below, which is extracted from the 2008 Annual Report and Accounts, is included solely for the purpose of complying with DTR 6.3.5 and the requirements it imposes on issuers as to how to make public annual financial reports. It should be read in conjunction with the Company's Preliminary Announcement issued on 17 February 2009. Together these constitute the material required by DTR 6.3.5 to be communicated to the media in unedited full text through a Regulatory Information Service. This material is not a substitute for reading the full 2008 Annual Report and Accounts. Page numbers and cross-references in the extracted information below refer to page numbers and cross-reference in the 2008 Annual Report and Accounts.
ADDITIONAL INFORMATION REQUIRED BY DISCLOSURE AND TRANSPARENCY RULE 6.3.5
Statement of Directors' Responsibilities for Preparing the Financial Statements
The following statement which was prepared for the purposes of the 2008 Annual Report and Accounts is set out on page 38 of that document. As set out above, this statement is repeated here solely for the purpose of complying with DTR 6.3.5. This statement relates to and is extracted from the 2008 Annual Report and Accounts. It is not connected to the extracted and summarised information presented in this announcement and in the Company's Preliminary Announcement that was published on 17 February 2009.
' Each of the directors, whose details are set out on pages 20 to 21 confirms that, to the best of their knowledge:
i the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and
i the Chief Executive's review on pages 4 to 9 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.
By order of the Board
16 February 2009'
Related Party Transactions
There are no related party transactions disclosed in the 2008 Annual Report and Accounts.
Principal Risks and Uncertainties
The following description of principal risks and uncertainties is set out on pages 11 and 12 of the 2008 Annual Report and Accounts. As set out above, this description is repeated here solely for the purpose of complying with DTR 6.3.5.
Croda co-ordinates its approach to risk management globally through its Risk Management Committee. This committee is chaired by the Finance Director and comprises the heads of each global business unit, the Group Financial Controller and the Company Secretary. It meets quarterly and reports directly to the Board.
Risks facing the group are regularly reviewed and the committee evaluates the controls and procedures we have in place to mitigate these risks.
The key risks facing Croda are ranked in order of a combination of economic consequence and likelihood of occurrence as follows:
People and Process
Major site event involving the loss of a site
Significant operational problems could have an adverse effect on Croda's financial position. We are reliant on the continued operation of various manufacturing sites.
Loss of key personnel
We rely on employees such as divisional boards and technical experts whose vision and knowledge is critical to maintaining the companies' success. We have procedures in place to identify and retain key employees and develop succession plans for key positions.
Interruption of raw material supply
Interruption of key raw materials would significantly impact operations and our financial position. Interruption of supply could arise from implementation of new more rigorous legislation, or from market shortage. We purchase key raw materials under long term contracts and manage our raw materials stock levels taking these considerations into account.
Major environmental incident
Violations of environmental, health and safety regulations could limit operations and expose the company to liability, cost and reputational impact. In addition to maintaining compliance with national and international standards, we maintain strictly audited internal safety and health programmes.
Croda sells into a number of highly regulated markets. Non compliance with quality regulations could expose the company to liability. Quality management procedures are in place for each site, and all manufacturing sites hold or are working towards ISO9001 standards, and this year major sites have been audited against Good Manufacturing Practice (GMP) standards.
As a chemical producer, Croda is subject to a number of National Chemical legislations, and violation of these could limit markets into which we can sell. The most significant legislation currently facing the Group is the implementation of REACH (Registration, Evaluation and Authorisation of Chemicals) in Europe. We have introduced a range of procedures which will ensure that we are well prepared for the new regulations and pre-registration has been completed for all relevant chemicals.
IT systems failure
Croda relies on IT systems to operate effectively and efficiently and to facilitate communication globally. Failure of these systems for a prolonged period of time will have an impact on operations and ultimately our financial position.
Following the acquisition of Uniqema, Croda inherited a number of diverse IT systems. Failure to integrate these quickly (or failure of the systems themselves) will hinder effective communication throughout the group and distract focus. We have a Global IT group who are experienced in IT implementation and back up processes and we have hot standby systems in place.
Management of pension fund assets
Croda has legal commitments relating to provision of pensions and the operation of the pension scheme. Pension fund assets are managed by independent investment managers but in current market conditions increased future funding requirements may have an adverse effect on Croda's financial position.
Working capital management
Cash flow generation from the effective management of working capital is required to support the cash outflows arising from servicing of debt, capital programmes, and pension fund requirements.
A nominated member of the risk committee is responsible for ensuring best practice is followed in tackling each risk area and that continuous progress is made in reducing the risks faced by the Group.
All divisions, sites and certain functions have risk registers relevant to their area which are reviewed by internal audit to ensure they are appropriate and the necessary controls are in place.
Group Finance Director'
Company Secretary & Legal Counsel
8 April 2009
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