In accordance with Disclosure and Transparency Rule 6.3.5, Elementis
plc ("the Company") sets out below the following additional
information required to be made through a Regulatory Information
Service ("RIS"): Principal risks and uncertainties; and Directors'
responsibility statement. 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(2) and the requirements it
imposes on issuers as to how to make public annual financial reports.
The information below should be read in conjunction with the
Company's Preliminary results announcement for the year ended 31
December 2008, which was published through a RIS on 24 February 2009.
Together these announcements constitute the material required by DTR
6.3.5 to be communicated to the media in unedited full text through a
The Company also announced via a RIS on 19 March 2009 that printed
copies of its annual report and accounts for the year ended 31
December 2008 had been sent to the FSA's document viewing facility,
would be sent to shareholders on 20 March 2009 and would be published
on, and accessible from, the Company's website at www.elementis.com
from 23 March 2009.
ADDITIONAL INFORMATION REQUIRED BY DISCLOSURE AND TRANSPARENCY RULE
All references to 'Annual report', page references and
cross-references to 'notes to the financial statements' below relate
to the published 2008 Annual report and accounts, a copy of which is
available from the Company's website under 'investors'.
"Principal risks and uncertainties
The Group has a process that identifies certain risks that could
affect the business operations and hence the financial results and/or
value of Elementis. These risks are reviewed by the Board annually
and further information about this process is given in the statement
on internal control on page 28.
In 2008 the Group continued to invest time and resource across a
range of risk management strategies. These included actions to reduce
the severity and likelihood of some risks, and working closely with
the Group's insurance broker and major insurer to transfer other
risks. However, despite best efforts, it is recognised that there
remains the possibility that an identified risk may turn into a
reality, or that a previously unidentified risk manifests itself,
causing loss to the Company. As reported last year, to cover this
eventuality the Group has developed and rolled-out a Business
Continuity Plan ('BCP') which is designed to help ensure that the
business can continue to operate in the event of a major incident or
crisis. The BCP is embedded throughout the organisation and is
periodically tested, audited and subject to continual improvement.
The current economic climate represents the main risk and uncertainty
facing the Group's businesses but its geographical spread of
customers and its breath of product applications will help to reduce
the Group's exposure to local economic downturns.
The principal drivers of our businesses are well understood by
management and one of these is that a significant increase in raw
material prices and energy costs can be detrimental to the Group's
financial result. With regard to raw materials, the Group aims to
continually improve efficiencies of use and, where possible, to
explore using alternative sources of raw materials. Supply chain
trends are monitored and where appropriate long term contracts are
secured with existing suppliers. Alternative sources of supply are
also identified to minimise the effect of any disruption from
supplier failure. The Company also maintains a strategic stock of raw
materials to mitigate against the effect of any short term disruption
to supply. Fixed price contracts are used to provide greater
certainty on energy costs.
Operational & hazard risk
The Group is highly dependent on IT systems for managing its
businesses and has an on-going review programme in place to ensure
that systems are maintained adequately and any repairs or upgrades
are made as necessary. Elementis is confident that it has a high
level of resilience in its IT systems and infrastructure, and that IT
management has adopted good industry practices for protecting against
malicious attacks. There remains, however, the threat of disruption
to voice and data infrastructure, which is a risk common to many
Health, safety, environmental ('HSE') and property damage risks are
managed conscientiously and to a high standard, as our HSE
performance statistics show within the Corporate social
responsibility report, but it is still possible that an accident may
occur at a manufacturing facility, with risk of harm to people or the
environment. To reduce this risk the Company has an established
incident reporting and investigation system including near miss
reporting. Lessons are learned from root cause analysis and specific
corrective actions are backed by annual improvement plans on a site
and global basis. These are backed up by regular equipment and site
audits to mitigate against loss arising from faulty equipment or
Some of the Group's manufacturing facilities are located in parts of
the world where natural hazards such as hurricanes, tornadoes,
earthquakes and floods are a predictable risk. Good design and
management of all facilities is backed by close collaboration with
our property insurers. This provides a good level of confidence that
property is protected from damage and consequent business
interruption. Nevertheless accidents can happen and Elementis has
insurance to protect against catastrophic loss.
The Group has taken steps to be prepared to initiate effective
business continuity to reassure shareholders, customers and other
stakeholders that, in the unlikely event of a major incident or
crisis, Elementis would remain viable in business. One of the
priorities following the acquisitions made last year was the
rolling-out of Group HSE procedures and the BCP to the newly acquired
businesses which is progressing well.
Elementis maintains a comprehensive insurance programme with limits
and deductibles that are set to optimise the total cost of risk borne
by the Group, and works closely with underwriters and the Group's
insurance brokers to ensure that appropriate cover is in place. The
management of risk is undertaken through focused risk reduction
measures, attention to limits of cover, claims management, programme
structure and insurance premiums.
As with all businesses there is a risk of failure of financial
controls. Elementis uses an external controls assurance provider to
perform an internal audit function and conduct a comprehensive
programme of internal audits across the Group. In addition to the due
diligence that was carried out prior to making our two acquisitions
last year, our internal auditors were asked to undertake a targeted
review of the new businesses to provide an early assessment of their
level of internal control. Significant issues and corrective actions
from the work of the internal audit service are reported to site and
group management for review and follow-up, and the Audit Committee
reviews all internal audit reports twice a year.
Regulatory and legal risk
As a manufacturer of specialty chemicals, Elementis is subject to
regulations governing the chemicals, processes and equipment used.
The trend globally is for increasingly stringent environmental
performance and protection of health. Elementis is committed to
responding to these challenges but there is a risk that tighter
requirements may involve costs that reduce profitability or may even
make production of a particular product uneconomic. For example, the
REACH regulations which affect the manufacture and import of chemical
products in the EU and potentially subject manufacturers to costly
registration and testing that will have to be borne by the Company or
passed on to customers. Elementis has active REACH management
programmes in place, with appropriate reporting to the Board, and
further information is given in the Corporate social responsibility
Other risks faced by the Company include governance and compliance
risk. Lack of Board oversight and processes or ineffective management
teams can lead to significant financial loss or loss of strategic
direction. These risks are mitigated by regular Board meetings with a
comprehensive agenda, regular evaluations of Board and management
team members and regular Board reviews of strategy, business plans
and compliance programmes.
Breach of anti-trust, HSE or other laws or regulations from
historical or ongoing operations can lead to a major financial loss
or public censure or both, thereby damaging the creditworthiness and
or reputation of the Company; the latter can damage the Company's
long and short term market value. These risks are mitigated by our
risk management programmes, including: web-based compliance training
for employees; regular HSE compliance audits, supported by external
advisers and the internal audit service; and insurance.
In terms of the key legal risks, there is a risk of material toxic
tort and environmental claims from historical and ongoing operations.
Despite the insurance in place there is always the possibility of an
underinsured or uninsured claim and in the extreme an insured limit
might be exceeded. However, Elementis has a robust programme in place
to actively manage and defend against legal action or claims relating
to its operations, products and manufacturing facilities. The
programme is led by the Group General Counsel who is supported by an
in-house team and professional advisers. Litigation reports are
reviewed periodically by the Board.
Treasury policies and objectives
Treasury activities are governed by policies and procedures approved
and monitored by the Board. The Group operates a central treasury
function which manages and monitors external
and internal funding requirements and the following treasury risks:
- Credit risk,
- Liquidity risk,
- Market risk.
These risks and the Group's policies to manage them are set out in
note 22 to the Financial Statements."
Directors' responsibility statement
The 2008 Annual report and accounts contain a responsibility
statement in the form set out below on page 25.
"The directors, all of whom are shown on page 20, confirm that to the
best of their knowledge:
* the financial statements, prepared in accordance with applicable
set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation taken as
a whole; and
* the Directors' report includes a fair review of the development and
performance of the business and position of the issuer and the
undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and
uncertainties they face.
By order of the Board
24 February 2009"
This announcement is made pursuant to Disclosure and Transparency
020 7408 9303
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