Annual Financial Report 31 December 2019
Annual Financial Report
14 April 2020
Vesuvius plc
Annual Report and Accounts 31 December 2019
Vesuvius plc today posted its 2019 Annual Report and Accounts (the 'Annual Report') and 2020 Notice of Annual General Meeting to those shareholders who have requested them and they are available on Vesuvius' website at:
https://report2019.vesuvius.com
and at
https://www.vesuvius.com/en/investors/shareholder-information/shareholder--meetings.html
In accordance with Listing Rule 9.6.1, Vesuvius plc will shortly be submitting its Annual Report and other shareholder documents to the National Storage Mechanism. These documents should then be available for inspection within two working days at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
COVID-19
The Annual General Meeting of Vesuvius plc is due to be held at 165 Fleet Street, London EC4A 2AE on Wednesday 13 May 2020 at 11.00am. There remains great uncertainty about the impact that the COVID-19 pandemic will have on activities during the next few months. At the time of posting the UK Government has enacted compulsory measures prohibiting, amongst other things, public gatherings of more than two people. If these measures remain in force on the date of the AGM then Shareholders will not be able to attend the meeting in person, and anyone attempting to do so will be refused entry. We strongly encourage you to use your proxy vote this year. We will not be holding the meeting in our usual format. We will have the minimum number of people present and plan to complete the meeting as quickly as possible.
Any Shareholder wishing to submit a question to the AGM, is encouraged to do so in advance of the meeting via email (for this purpose only) to shareholder.information@vesuvius.com. A transcript of the meeting will be made available on the Company's website alongside the results of the Shareholders' votes.
In the event that our AGM arrangements have to change, the Company will place a notice on the Company's website. Shareholders are advised to check the website: www.vesuvius.com for any such notifications.
2019 Final Dividend
In light of the current business environment, the Company announced on 6 April 2020 that the Board had decided to withdraw its recommendation to pay the final dividend of 14.3 pence per share announced with the publication of the full year 2019 results and noted in the Annual Report. A resolution for the approval by Shareholders of a final dividend for 2019 will consequently not be put to a Shareholder vote at the AGM to be held on 13 May 2020, and has been removed from the Notice of Meeting.
This announcement contains the directors' responsibility statement as required for the purposes of compliance with DTR 6.3.5R (1) of the Disclosure and Transparency Rules. This information is extracted, in full unedited text, from the Annual Report. All the other information required by DTR 6.3.5 (1) was contained within the preliminary announcement of Vesuvius' results for the year ended 31 December 2019 released to the market on Thursday 27 February 2020. As disclosed in the preliminary announcement and in the 2019 Annual Report there are no related party transactions requiring disclosure. These announcements are not a substitute for reading the full Annual Report.
Enquiries:
|
Henry Knowles, General Counsel and Company Secretary |
+44 (0) 20 7822 0000 |
|
Euan Drysdale, Group Head of Corporate Finance |
+44 (0) 7584 641315 |
|
Pamela Antay, Head of Investor Relations |
+44 (0) 7827 802277 |
Appendix
Statement of Directors' Responsibilities in respect of the Annual Report and Financial Statements
The Directors are responsible for preparing the Annual Report and 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 Company Financial Statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 Reduced Disclosure Framework, and applicable law). 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 company and of the profit or loss of the Group and Company for that period. In preparing the 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 United Kingdom Accounting Standards, comprising FRS 101, 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
>> Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business
The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group Financial Statements, Article 4 of the IAS Regulation.
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.
Directors' confirmations
The Directors consider that 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 position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed below, confirm that, to the best of their knowledge:
>> The Company Financial Statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 Reduced Disclosure Framework, and applicable law), give a true and fair view of the assets, liabilities, financial position and profit of the Company
>> The Group Financial 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, financial position and profit of the Group
>> 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
The names and functions of the Directors of Vesuvius plc are as follows:
|
John McDonough CBE |
Chairman
|
|
Patrick André |
Chief Executive
|
|
Guy Young
|
Chief Financial Officer |
|
Hock Goh
|
Non-executive Director |
|
Friederike Helfer
|
Non-executive Director |
|
Jane Hinkley
|
Non-executive Director and Chairman of the Remuneration Committee
|
|
Douglas Hurt
|
Non-executive Director, Senior Independent Director and Chairman of the Audit Committee
|
|
Holly Koeppel |
Non-executive Director
|
On behalf of the Board
Guy Young
Chief Financial Officer
27 February 2020
Vesuvius plc, 165 Fleet Street, London EC4A 2AE
Registered in England and Wales No. 8217766
LEI: 213800ORZ521W585SY02
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