31 March 2021
Annual Report and Accounts 31 December 2020
Vesuvius plc today posted its 2020 Annual Report and Accounts (the 'Annual Report') and 2021 Notice of Annual General Meeting to those shareholders who have requested them and they are available on Vesuvius' website at:
https://report2020.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 and the 2021 Annual General Meeting ("AGM")
The Company has a Companies Act obligation to hold the AGM, but at the date of sending this Notice, the UK Government's roadmap to lifting the Covid-19 restrictions does not allow us to hold an in-person meeting. We expect these measures to remain in force at the date of the AGM and we are therefore proposing to hold the Annual General Meeting with the minimum attendance required (arranged by the Company). We regret that Shareholders will not be able to attend this year's AGM in person but can be represented by the Chairman of the meeting acting as their proxy. Shareholders are invited to listen to a live audiocast of the proceedings of the AGM, details of how to access this will be available on the Company's website: www.vesuvius.com, on the day of the meeting.
In view of the restrictions on Shareholders attending the AGM, Shareholders are requested to submit questions about the business of the AGM in advance of the Meeting to the Company Secretary at: Vesuvius plc, 165 Fleet Street, London EC4A 2AE, England or by e-mail (for this purpose only) to: shareholder.information@vesuvius.com. We strongly encourage you to use your proxy vote this year and register your proxy votes as soon as practicable. If the Government guidance changes before the date of the AGM, or the Company is required to postpone or adjourn the meeting for any reason, notice will be placed on the Company's website. You are advised to check the website: www.vesuvius.com for any such notifications.
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 2020 released to the market on Thursday 4 March 2021. As disclosed in the preliminary announcement and in the 2020 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 accounting standards in conformity with the requirements of the Companies Act 2006. Additionally, the
Financial Conduct Authority's Disclosure Guidance and Transparency Rules require the Directors to prepare the group financial statements in accordance with international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. The company
financial statements 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).
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 for the Group, international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union have been followed for the Group financial statements and for the Company, 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's 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 loss of the Company
> The Group Financial Statements, which have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in 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 the Group 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 |
Kath Durrant
|
Non-executive Director |
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
3 March 2021
Vesuvius plc, 165 Fleet Street, London EC4A 2AE
Registered in England and Wales No. 8217766
LEI: 213800ORZ521W585SY02