5 April 2024
Morgan Advanced Materials plc
(the Company)
Publication of 2023 Annual Report and Notice of 2024 Annual General Meeting
The following documents have today been posted or otherwise made available to shareholders:
· Annual Report and Financial Statements for the year ended 31 December 2023 (2023 Annual Report);
· Notice of the 2024 Annual General Meeting (2024 AGM) to be held at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY, on Thursday 9 May 2024 at 10.30am; and
· Form of Proxy for the 2024 AGM.
In accordance with Listing Rule 9.6.1, a copy of each of these documents has been uploaded to the National Storage Mechanism and will be available for viewing shortly at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The documents are also available in the 'Invest In Us' section of the Company's website at:
www.morganadvancedmaterials.com/2024AGM.
Information required by Disclosure Guidance and Transparency Rule 6.3.5
The Company's full year results announcement of 12 March 2024 contained a management report, audited financial statements which were prepared in accordance with the applicable accounting standards as well as responsibility statements. The financial information set out in the results announcement does not constitute the Company's statutory accounts for the year ended 31 December 2023. Statutory accounts for 2023 are included in the 2023 Annual Report, which will be delivered to the registrar of companies following the 2024 AGM. The auditors have reported on those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006 in respect of the accounts for 2023.
The information below, which is extracted from the 2023 Annual Report, is included solely for the purpose of complying with DTR 6.3.5. This information should be read in conjunction with the Company's results announcement (available at www.morganadvancedmaterials.com). This announcement is not a substitute for reading the full 2023 Annual Report. All page numbers and cross-references in the extracted information below refer to page numbers in the 2023 Annual Report.
Risk Management
We have an established risk management methodology which seeks to identify, prioritise and mitigate risks, underpinned by a 'three lines of defence' model comprising an internal control framework, internal monitoring and independent assurance processes.
The Board considers that risk management and internal control are fundamental to achieving the Group aim of delivering long-term sustainable growth in shareholder value.
Principal and emerging risks are identified both 'top down' by the Board and the Executive Committee and 'bottom up' through the GBUs. The severity of each risk is quantified by assessing its inherent impact and mitigated probability, to ensure that the residual risk exposure is understood and prioritised for control throughout the Group.
Senior executives are responsible for the strategic management of the Group's principal and emerging risks, including related policy, guidelines and processes, subject to Board oversight.
During the year, a number of actions were identified to continue to improve internal controls and the management of risk, including:
· Maintaining significant focus on employee safety and wellbeing, we have: refreshed our 'take 5 for safety' process, improved the safety of our high-temperature processes and deployed a new EHS system to facilitate the reporting and management of EHS activities
· strengthening our security posture, following the cyber security incident which we experienced in January 2023, and accelerating our IT infrastructure modernisation programme
· increased focus on a robust internal financial control environment
· continued focus on the ethics agenda, including self-certification of policy compliance and mandatory quarterly training on ethics and compliance
· driving forward the Group's sustainability agenda, we have a broad- based improvement programme underway covering energy procurement, process improvements and behavioural changes in our plants.
Risk Appetite
The Board has reviewed its appetite for the Group's principal risks and concluded that its appetite for these risks remains unchanged from the previous year.
The Group is willing to take considered risks to develop new technologies, applications, partnerships and markets for its products and to meet customer needs.
The Group strives to eliminate risks to product quality and health and safety, as these underpin the success of the Company's products and the safety of our people and contractors.
The appetite for risk in the areas of legal and regulatory compliance continues to be extremely low, and the Group expects its businesses to comply with all laws and regulations in the countries in which they operate. The Group also has a low appetite for financial risk.
During the year, the Board monitored the Group's current risk exposure relative to the Board's appetite for different risks. There were no risks where the current risk exposure exceeded the Board's risk appetite.
Emerging risks
As part of the ongoing risk management process, the Board and the GBUs identified and assessed emerging risks. None of these emerging risks are currently deemed to be significant and they are therefore not listed amongst the Group's principal risks below. They are identified, assessed and monitored continuously to be able to respond effectively when they crystallise.
The key emerging risk areas identified were:
· 
Regulatory risk: manufacturing regulations - regulatory requirements for certain hazardous materials. Tax regulations - with governments globally aiming to reduce their national debts following the COVID-19 pandemic
· Social/Societal: potential recruitment challenges to replace an ageing direct workforce in some locations; longer-term changes to new end-markets, such as electric vehicles, domestic heating and decentralised generation of energy
· Business model: route to market - potential permanent change in traditional selling models requiring an accelerated shift to e-commerce. Change to permanent remote working with our employees, customers and vendors.
These emerging risks are monitored so that their potential impact can be understood and mitigated to prevent them from becoming more significant. They are also considered as an integral part of the strategic planning process, and they form part of the focused risk review of each GBU.
The following are the Group's principal risks and uncertainties and they represent the risks that the Board feels could have the most significant impact on achieving the Group's strategy of building a sustainable business for the long term, and could impact the delivery of strong returns to the Group's shareholders.
An indication of the Board's assessment of the trend of each principal risk - whether the potential severity has increased, decreased or is broadly unchanged over the past year - is provided.
| Risk |
| Risk description, assessment and trend from 2022 |
| Mitigation |
| OPERATIONAL RISKS
TECHNICAL LEADERSHIP
Severity: Moderate
Trend: Unchanged
Risk appetite: Higher |
| The Group's strategic success depends on maintaining and developing its technical leadership in materials science over its competitors.
Unforeseen or unmitigated technology obsolescence, the emergence of competing technologies, the loss of control of proprietary technology or the loss of intellectual property/know-how would impact the Group's business and its ability to deliver on its strategic goals.
The advanced technological nature of the Group requires people with highly differentiated skillsets. Any inability to recruit, retain and develop the right people would negatively impact the Group's ability to achieve its strategic goals.
|
| The Group has a dedicated technology team within each GBU which monitors relevant technology and business developments, using technology roadmaps linked to 20 major technology families, to ensure it remains at the leading edge of development. The Group also has four Centres of Excellence. These Centres focus Morgan Advanced Materials' expertise and research resources on further developing core technologies and identifying new opportunities and applications.
The GBU leadership teams proactively monitor their technology priorities and R&D investments and have implemented a stage-gate process to manage this effectively. These projects are also regularly reviewed by the CEO and CFO.
Where Group products are designed for a specific customer, they are developed in partnership with the customer. The Group seeks to secure intellectual property protection, where appropriate via a Trade Secret standard, for its existing and emerging portfolio of products and has an in-house counsel dedicated to intellectual property protection, with the support of external advisors.
The GBU IP Strategies place emphasis on improving trade secret management activities. Group policy includes a Trade Secret Standard document. |
| OPERATIONAL RISKS
OPERATIONAL EXECUTION/
Severity: Moderate
Trend: Unchanged
Risk appetite: Moderate |
| As part of the Group's strategy to improve the efficiency of its operations and organisation, various changes have been made to operational processes at individual sites, to the GBU set up and to the Group's structure. Further improvements and changes are planned for future years. Failure to manage these changes adequately could result in interruption to operations or customer service, or a failure to maximise the Group's opportunities. |
| Changes to operational processes are carefully considered by site and GBU management before implementation. Operational improvements and savings are monitored against budget by the GBUs and the Executive Committee to ensure that changes deliver the savings promised without disruption to business operations. New capital investments are approved at appropriate levels of the Group and delivery of these is overseen by GBU and Group management.
Organisational changes are assessed by the Chief Executive Officer, the Executive Committee and in certain cases by the Board before being implemented in line with local employment regulations.
From 1 January 2024, Electrical Carbon and Seals and Bearings GBUs were consolidated into a new GBU: Performance Carbon, to take advantage of potential synergies. Change management capabilities have been developed to mitigate the associated integration risk.
Further detail on our strategy can be found on pages 18 to 19 and 23 to 25. |
| OPERATIONAL RISKS
PORTFOLIO MANAGEMENT
Severity: Low
Trend: Unchanged
Risk appetite: Moderate |
| The Group operates across a range of product and technology families. These are subject to long-term market trends which may lead to either obsolescence or opportunities to further expand the Group. Failure to manage the Group's portfolio of businesses proactively and in line with this technology profile could lead to the value of the Group's businesses being eroded over time or to a failure to exploit opportunities to acquire businesses with the capability to add further value to the Group. |
| The Board performs regular reviews of the Group's portfolio.
Following the cyber security incident in January 2023, the Group launched a restructuring and efficiency programme. This aims to simplify the Group's portfolio and align capacity with the anticipated demand across the business. This programme will continue into 2024.
During 2023, opportunities to acquire businesses were actively reviewed on a continuing basis.
|
| OPERATIONAL RISKS
MACRO-ECONOMIC AND POLITICAL ENVIRONMENT
Severity: Significant
Trend: Unchanged |
| The Group operates in a range of markets and geographies around the world and could be affected by political, economic, social or regulatory developments or instability, for example an economic slowdown or issues stemming from oil and natural resource price shocks.
|
| The Group's broad market and geographic spread helps to mitigate the effects of political and economic changes.
Annual budgets and strategic plans, as well as monthly forecasts for our different businesses are used to monitor delivery against expectations and anticipate potential external risks to performance. These are subject to regular review by the Executive Committee and the Board.
In 2023, the macro-economic and political environment remains muted, driven by high energy costs and the various global conflicts.
The Board continues to monitor the global issues which impact the Group, including trade restrictions and sanctions and the relationship between the US and China. |
| OPERATIONAL RISKS
ENVIRONMENT, HEALTH AND SAFETY (EHS)
Severity: High
Trend: Unchanged
Risk appetite: Very low |
| The Group operates a number of manufacturing facilities around the world. A failure in the Group's EHS procedures could lead to environmental damage or to injury or death of employees or third parties, with a consequential impact on operations and increased risk of regulatory or legal action being taken against the Group. Any such action could result in both financial damages and damage to reputation. Given the long history of many of the operations of the Group, there is also a risk that historical operating and environmental standards may not have met today's environmental regulations. In addition, the Group may have obligations relating to prior asset sales or closed facilities. |
| Managing its operations safely is the Group's number one priority. The Group has a comprehensive EHS programme managed by the Group Environment, Health, Safety and Sustainability Director, with clear EHS standards and a comprehensive programme of audits to assess compliance.
The Executive Committee approves annual priorities for EHS.. These form the basis for individual sites' own EHS priorities and plans and complement the Group's 'thinkSAFE' behavioural safety programme.
EHS performance is monitored by the Group Executive Committee and the Board. Our LTA rate was 0.19 (2022: 0.28); with the improvement reflecting the significant focus on employee safety and wellbeing. During 2023, we refreshed our 'take 5 for safety' process, improved the safety of our high-temperature processes and deployed a new EHS system to facilitate the reporting and management of EHS activities. Safety continues to receive a high level of focus throughout the organisation.
The Group continues to manage projects to remediate legacy contamination at a number of former operational sites in conjunction with external specialists and relevant authorities.
The Group's commitment to protecting and enhancing the environment is set out on pages 35 to 38.
TCFD disclosures are set out on pages 44 to 53.
Details of the Group's provisions and contingent liabilities can be found in note 24 to the consolidated financial statements. |
| OPERATIONAL RISKS
PANDEMIC
Severity: High
Trend: Unchanged |
| The overall risk severity remains high as the impact of a future pandemic could be significant.
Communicable disease impacts ways of working, the supply chain and the ability of employees to travel to work in affected areas.
The Company's priority is to take all actions and precautions necessary to ensure the safety and wellbeing of our employees. |
| In all manufacturing sites, ways of working to respond to the COVID-19 pandemic were successfully adapted - including social distancing, hygiene measures and additional PPE - to keep our people safe. Flexible working from home was also established, and further strengthened for all roles that could do so.
These measures can be swiftly replicated in the event of another pandemic. |
| OPERATIONAL RISKS
CLIMATE CHANGE
Severity: High
Trend: Unchanged |
| Global climate change poses a number of short-term and longer-term challenges for our business. The expected changes are far-reaching and irreversible. |
| The Group actively mitigates the two transitional risks of carbon pricing and eliminating natural gas.
The Group has completed scenario analysis for all identified risks and is in the process of developing its strategy. See further details on pages 46 to 48.
Longer-term risks include heat stress, water scarcity, sea level rise, and supply chain disruption. Adverse and extreme weather changes are also a potential risk which is monitored by the GBUs and the respective sites.
Science based targets have been validated by SBTi and are in line with a well below 2°C scenario. |
| OPERATIONAL RISKS
PRODUCT QUALITY, SAFETY AND LIABILITY
Severity: High
Trend: Unchanged
Risk appetite: Low |
| Products used in applications for which they were not intended or inadequate quality control/over-commitment on customer specifications could result in products not meeting customer requirements, which could in turn lead to significant liabilities and reputational damage.
Some of our products are used in potentially high-risk applications, for example in the aerospace, automotive, electric vehicle, medical and power industries. |
| Many of the Group's products are designed to customer specifications. Morgan Advanced Materials' quality management systems and training help ensure that all our products meet or exceed customer requirements and national/international standards.
The Group Legal Policy requires that contracts relating to products used in potential high-risk applications are subject to legal review to ensure that appropriate protections are in place for product quality risks. Group-wide training on the policy requirements continues.
The Group insurance programme includes product liability insurance and is reviewed annually by the Board. |
| OPERATIONAL RISKS
IT, CYBERSECURITY AND DATA MANAGEMENT
Severity: Significant
Trend: Unchanged
Risk appetite: Very low |
| Across the industry the frequency of cyber security incidents is growing, influenced by increased connectivity, an accelerated shift to cloud platforms and remote working.
The global regulatory compliance landscape including export regulations, continues to mature and add complexity to how we process, store and share internal and external data on a global level within the Group. Failure adds significant risk to the GBUs and the Company.
The effective management of the Group's IT infrastructure is important in enabling our businesses to deliver customer requirements reliably. Key business system failure might impact the ability of the business to deliver on its strategic goals. |
| Following the cyber security incident experienced in January 2023, the Group's security and monitoring programme has been expedited. We continue to run training programmes on cyber risk and IT security and have strengthened the 'thinkSECURE' internal brand as an awareness programme.
We continue to monitor the changing regulatory and compliance landscape and the impact of emerging regulations, such as the US Department of Defense's Cybersecurity Maturity Model Certificate (CMMC), and the EU-GDPR and UK Data Protection Act (DPA) 2018.
The Data Governance Committee was set up during 2023, alongside a data classification project which is focused on identifying, monitoring and protecting the use of data across the Group. |
| OPERATIONAL RISKS
SUPPLY CHAIN/BUSINESS CONTINUITY
Severity: High
Trend: Unchanged
Risk appetite: Higher |
| The Group has potential single-point exposure risks, which include: · Single-point supplier - a significant interruption of a key internal or external supply could impact business continuity · Single-point site - a key site exposed to a strike, a natural catastrophe or a serious incident, such as fire, could impact business continuity.
One Group site, Hayward, is situated in the California, US earthquake zone. Certain sites of the Group's businesses are important for intercompany supply purposes. |
| The Group has a diversified manufacturing, customer and geographic base which provides a level of resilience against single-point exposures. Were any site to be unavailable, production in many cases could be switched to other sites. The Business Continuity Policy supports minimum standards at the Group's most important sites for intercompany supply.
Management of these risks also involves monitoring and reviewing supply chains (internal and external), dual/multiple sourcing of materials or strategic stock, site security and safety mechanisms, business continuity plans, and maintenance of product quality and strong customer relationships.
The overall risk severity has improved based on a reduced probability resulting from the effects of the ongoing GBU activities.
The Group insurance programme includes business interruption cover and specific cover in relation to the impact of an earthquake in California, US; this Group-level insurance is reviewed annually by the Board.
|
| FINANCIAL RISKS
TREASURY
Severity: Moderate
Trend: Unchanged
Risk appetite: Low |
| The Group's global reach means that it is exposed to uncertainties in the financial markets, the fiscal jurisdictions where it operates, and the banking sector. These heighten the Group's funding, foreign exchange, tax, interest rate, credit and liquidity risks as well as the risk that a bank failure could impact the Group's cash. |
| The Group's treasury function operates on a risk-averse basis. Required controls over selection of banks, cash management and other treasury practices and payments globally are documented in our Treasury Policy and related procedures. The Group treasury team manages the Group's funding, liquidity, cash management, interest rate, foreign exchange, counterparty credit and other treasury-related risks. Treasury matters are regularly reviewed by the Board and Audit Committee.
The refinance of the Group's revolving credit facility (RCF) was completed in November 2022. No material debt maturities are due until 2026. As at 31 December 2023, £42.1 million of the Group's £230 million revolving credit facility was drawn down.
Further detail on the Company's Treasury Policy is set out in the Group financial review, which can be found on page 68. |
| FINANCIAL RISKS
PENSION
Severity: Low
Trend: Favourable
Risk appetite: Low |
| The Group sponsors several defined benefit pension arrangements ('the Schemes'), which are largely fully funded and with an investment strategy that aims to insulate them from fluctuating interest rates, investment values and inflation.
The deficit in Morgan Advanced Materials' global defined benefit pension schemes calculated on the basis required for IAS 19 accounting disclosures increased from £15.6 million as at 31 December 2022 to £25.2 million as at 31 December 2023, principally as a result of a reduction in the UK Schemes' surplus, measured on the accounting basis. Both UK Schemes remain over 100% funded on the valuation basis, on which future contribution requirements would be assessed.
|
| Our primary means of mitigating pensions funding risk is proactive management of the pension scheme assets and liabilities through an integrated pension strategy focusing on funding, investment and benefit risk.
In the UK, both Schemes are closed to the future accrual of benefits. Following the most recent Scheme valuations in March 2022, the Company agreed to make a lump sum contribution of £67 million to the Schemes, equivalent to the total contributions remaining due under the existing Recovery Plans and sufficient to fully fund the Schemes on the basis of the Trustees' prudent 'Long Term Objective'. In addition, the Schemes' interest and inflation rate exposure is now 100% hedged using only moderate levels of leverage. As a result, overall levels of risk in the Schemes have been significantly reduced and the security of member benefits greatly enhanced. No further contributions will be required from the Company at least until the next Scheme Valuations in March 2025.
Risk for the one remaining defined benefit pension plan in the US has been reduced. Following a $36 million additional contribution (in December 2017) and a move to a significantly de-risked investment portfolio, this Scheme is now almost fully funded on an accounting basis.
A liability management strategy for the remaining US multi-employer plan has been agreed and a proposal for withdrawal made to the Trustees.
No significant funding obligations exist in any other individual country although German legacy defined benefit schemes are unfunded, in accordance with local practice. The recent risk review identified no significant liability increases were likely in the foreseeable future. |
| FINANCIAL RISKS
TAX
Severity: Moderate
Trend: Unchanged
Risk appetite: Low |
| The Group operates in many jurisdictions around the world and could be affected by changes in tax laws and regulations within the complex international tax environment.
The OECD's Base Erosion and Profit Shifting (BEPS) framework is generating additional obligations and filing requirements for the Group as countries continue to implement the actions in the framework. These could have an impact on the tax paid by the Group. |
| The Group's tax function, working in conjunction with external specialists as required, closely monitors fiscal developments and changes such as BEPS to ensure that the Group's tax arrangements and practices continue to comply with the requirements of all relevant jurisdictions, whilst also enabling efficient management of the tax liability. The Group's Head of Tax reports to the Audit Committee on key tax issues and initiatives.
The Group has published its tax strategy on its website in line with UK corporate governance requirements: morganadvancedmaterials.com/ESGPolicies. |
| LEGAL AND
CONTRACT MANAGEMENT
Severity: High
Trend: Unchanged
Risk appetite: Low |
| As a global advanced materials business, supplying components into critical applications, the Group may be exposed to liabilities arising from the use of its products. Ineffective contract risk management could result in significant liabilities for the Group and could damage customer relationships.
|
| The Group has an in-house legal function supplemented by specialist external lawyers.
The Group's legal policy requires in-house legal review of high-value or high-liability contracts to ensure they contain appropriate protections for the Group. The Policy requires Chief Executive Officer approval before a business can enter into a high-value contract exceeding £2 million and unlimited liability contracts or contracts where the liability cap exceeds
The Group has product liability insurance that would respond to product liability claims (up to policy limits) to the extent this is not limited contractually. |
| LEGAL AND
COMPLIANCE
Severity: High
Trend: Unchanged
Risk appetite: Very low |
| The Group's global operations must comply with a range of national and international laws and regulations including those related to bribery and corruption, human rights, trade/export compliance and competition/anti-trust activities.
A failure to comply with any applicable laws/regulations could result in civil or criminal liabilities and/or individual or corporate fines and could also result in debarment from government-related contracts or rejection by financial market counterparties and reputational damage.
|
| The Group is committed to the highest standards of corporate and individual behaviour. To support this, in 2018 the Group issued the Morgan Code, which has been continuously in force since then. The Code defines the Group's approach to doing business ethically and confirms our commitment to high standards of ethical behaviour. The Code is supported by a range of documents and mechanisms: global Group policies, standards and guidance; training materials; the provision of an ethics 'Speak Up' hotline for employees; and systems to support effective screening of and due diligence on third parties.
Mandatory ethics training for staff covers topics including anti-bribery and anti-corruption, anti-trust, harassment and bullying and trade controls. The Group's 'Speak Up' methods enable staff to report concerns anonymously.
The Group has a Global Ethics and Compliance Director organising and leading the Group's activities and programmes.
The Group also has a Global Trade Compliance Director whose role is dedicated to ensuring compliance with trade controls. In 2022, the Company introduced the 'thinkTRADE' programme including global training on export control.
In addition to Group-level compliance specialists, the businesses have appointed compliance officers, who are responsible for supporting and monitoring local training. Morgan Advanced Materials also employs country-specific trade and export compliance specialists in higher-risk businesses and jurisdictions.
Further details on ethics and compliance can be found on pages 33 to 43. |
For further information, please contact:
Win Chime
Company Secretary
Company.Secretariat@morganplc.com
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