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Unique Chemistry,
Sustainable
Solutions
Annual Report and Accounts 2022
CAUTIONARY STATEMENT
The Annual Report and Accounts for the financial year ended 31 December 2022, as contained in this document (‘Annual Report’), contains information which viewers or readers
might consider to be forward looking statements relating to or in respect of the financial condition, results, operations or businesses of Elementis plc. Any such statements involve
risk and uncertainty because they relate to future events and circumstances. There are many factors that could cause actual results or developments to differ materially from those
expressed or implied by any such forward looking statements. Nothing in this Annual Report should be construed as a profit forecast.
Making a difference through Innovation, Growth and Efficiency.
CONTENTS
STRATEGIC REPORT
Elementis today
Our business at a glance 2
2022 highlights 3
Purpose 4
Chair’s statement 6
Chief Executive Officer’s review 8
Our investment case 12
Our market environment 14
Supply chain in action 16
Our business model 18
Innovation at Elementis 22
Our strategy 24
Key performance indicators 32
Sustainability 34
Materiality 39
Climate strategy 42
Protecting the environment 57
Supportive culture 61
Responsible business 68
Non-financial information statement 71
Stakeholder engagement 72
Section 172(1) statement 74
Finance report 76
Operating review 82
Risk management 86
Principal risks and uncertainties 90
Viability and going concern statement 95
CORPORATE GOVERNANCE
Chair’s introduction
to governance 96
Board of Directors 98
Executive Leadership team 100
The UK Corporate
Governance Code 102
Division of responsibilities 103
Board leadership and
Company purpose 104
Stakeholder engagement 106
Workforce engagement 107
Shareholder engagement 110
Board responsibilities 111
Composition, succession
and evaluation 113
Nomination Committee report 115
Audit Committee report 119
Directors’ Remuneration report 124
Directors’ report 152
Directors’ responsibilities 155
FINANCIAL STATEMENTS
Independent auditor’s report 156
Consolidated income statement 164
Consolidated statement of
comprehensive income 164
Consolidated balance sheet 165
Consolidated statement of
changesinequity 166
Consolidated cash flow statement 167
Notes to the consolidated
financialstatements 168
Company balance sheet 215
Company statement of changes
in equity 216
Notes to the company financial
statements of Elementis plc 217
SHAREHOLDER INFORMATION
Alternative performance measures
andunaudited information 222
Five year record 224
Shareholder services 225
Corporate information 226
GRI index 227
Glossary 230
Elementis is a global specialty chemicals
company. We deliver unique chemistry,
sustainable solutions; our products
makeour customers’ formulations
look,feel and perform at their best.
Our purpose
At Elementis, we bring a distinctive combination
ofexpertise, innovation and teamwork to every
formulation challenge. We create high-value specialty
additives that enhance the performance of our
customers’ products and make a positive change
inthe world.
SUPPLY CHAIN
Our response to ongoing challenges
16
SUSTAINABILITY
Improved outcomes
36
INNOVATION
Key pillar for growth
22
WORKFORCE ENGAGEMENT
Programme of visits to the Company’s operations
107
Annual Report and Accounts 2022
Elementis plc
Q
A
How is Elementis delivering
onyour commitments,
nurturing your people and
livingyourpurpose?
At Elementis, we collaborate with our
customers to develop innovative and
sustainable solutions, while caring for our
people and protecting the environment.
Combining our leading positions in
rheology, surface modification and
formulation, access to unique natural
materials and global footprint, we create
high-value specialty additives that
enhance the performance of our
customers’ products and make a positive
change in the world.
We manufacture safely, responsibly and
effectively; we provide opportunities for
everyone at Elementis to connect to
others; to grow their experience and to
make a real impact.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
1
Our business at a glance
Who we are
Elementis is a specialty chemicals company with
over 1,300 employees, operating at 17 manufacturing
sites across the globe.
Founded in 1844, we are listed on the London Stock
Exchange and are a constituent of the FTSE 250 index.
What we do
We create specialty chemicals that deliver
crucial end product attributes across a range
of industries including cosmetics, coatings and
long life plastics. Innovation is at the heart of
what we do; our focus is on creating solutions that
deliver performance improvements and enhanced
sustainability credentials.
How we do it
Combining our leading positions in rheology
, surface
modification and formulation, access to unique
natural materials and global footprint, we deliver
Enhanced Performance Through Applied Innovation
to our customers around the world.
Figures are post Chromium sale, which took place on 31 January 2023.
Learn more about rheology and our technical expertise on pages 22-23.
* Effective 1 January 2023, the results of the Coatings and Talc
segmentswill be reported under a new segment called Performance
Specialties, which reflects a change in the internal organisation structure
used for management, internal reporting purposes and the allocation
ofstrategic resources.
PERSONAL CARE
OVERVIEW
We are a leading global supplier of rheology
modifiers
and anti-perspirant actives to personal care product
manufacturers. Our products help make skin creams
smooth, nail polish glow and anti-perspirants work.
COATINGS*
OVERVIEW
We supply rheology
modifiers and other complementary
specialty additives to manufacturers of industrial coatings
and decorative paints. Our products help make industrial
coatings last longer, decorative paints more stain
resistant and sealants apply evenly.
TALC*
OVERVIEW
We are the second largest global supplier of talc
basedadditives to industrial end markets including
longlife plastics, technical ceramics and packaging
manufacturers. Talc helps to make long life plastics
stronger and lighter, gasoline particulate filters work
andfood packaging recyclable.
Sales
$212m
Adjusted operating
profit
$53m
Sales
$389m
Adjusted operating
profit
$73m
Sales
$136m
Adjusted operating
profit
$nil
Working with our customers across
theworldtosolve their product performance
and sustainability challenges
Read more on page 82
Read more on page 83
Read more on page 84
Annual Report and Accounts 2022
Elementis plc
2
FINANCIAL OPERATIONAL HIGHLIGHTS
Revenue Adjusted operating
profit
Adjusted operating
margin
Total recordable
incidentrate (TRIR)
$736.4m* $100.5m* 13.6%* 0.67
2020
$736.4m
$709.4m
$604.4m
2
021
2
022
2020
$88.0m
$100.5m
2
021
2
022
$71.2m
2020
13.6%
12.4%
2
021
2
022
11.8%
2020 0.68
0.67
0.90
2
021
2
022
Operating profit/(loss) Profit/(loss) before tax Net debt
2
Lost time accidents (LTA)
$(41.8)m* $(54.8)m* $(366.8)m 3
2020
$(41.8)m
$(35.3)m
$11.9m
2
021
2
022
2020
$(54.8
)m
$(7.5)m
$(74.1
)m
2
021
2
022
2020
$(366.8)m
$(401.0)m
$(408.1)m
2
021
2
022
2020 3
3
4
2
021
2
022
Diluted (loss)/earnings per
share
Adjusted diluted earnings
per share
1
Ordinary dividend
per share
Environmental incidents
(10.7)c* 10.9c* 0.0c 0
2
020
(10.7)c
(1.4)c
(12.2)c
2
021
2
022
020
10.9c
8.3c
5.4c
021
022
2
020 0.0c
0.0c
0.0c
2
021
2
022
* Amounts are presented for continuing operations only and exclude discontinued Chromium operations.
1 After adjusting items – see Note 5.
2 Please see the Alternative Performance Measures section on page 222.
2022 highlights
Where we operate
Global
Segments
2
Locations
worldwide
23
Continents
3
*
KEY
Continuing Operations
Discontinued Operations
* We have two sites in Taiwan 1kmfrom each other.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
3
Innovation
Growth Efficiency
Our Values, purpose and strategy
Our strategy
The right strategy is important to deliver business
growth,and a supportive culture is the catalyst
tosuccessful delivery.
Read more p24
Our Values
Our Values are core to our high-performance
culture and reflectedin everything that we do.
Our purpose
Unique Chemistry,
SustainableSolutions
At Elementis, we bring a distinctive
combination of expertise, innovation
and teamwork to every formulation
challenge. We create high-value
specialty additives that enhance
theperformance of our customers’
products and make a positive
changeinthe world.
Annual Report and Accounts 2022
Elementis plc
4
How we are delivering on our purpose
MONTH OF INCLUSION
In 2022, we celebrated our multicultural
organisation through special events during
the month of October. Each week, senior
leaders recorded personal videos of what
inclusion meant to them, and sites from
every region participated with their own
stories, videos and activities. A few
highlights included roundtable discussions,
a speaker from the LGBTQ+ community,
aglimpse into the experiences of a new
employee in China and learning about
theindigenous communities in Taiwan.
See pages 61-67
formoreinformation.
LOWER CLIMATE IMPACTS
Many of our products help our customers
to use less energy and their operations
emit less greenhouse gas. For example,
our talc helps to use more lightweight
plastic components to improve vehicle
energy and fuel efficiency, while our
naturally-derived rheology modifiers can
be incorporated into final formulations at
low temperatures. We back up the impacts
our products have by improving our own
energy efficiency and emissions, lowering
our global Scope 1 and Scope 2 (market-
based) emissions in continuing operations
by 91,359 tonnes CO
2
eq(58%) between
2019 and 2022.
See pages 42-56
formoreinformation.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
5
Chair’s statement
I am very pleased to report on a successful year for Elementis in 2022. The business
delivered a strong financial performance, with significant growth in revenue and
adjusted operating profit, and the sale of the Chromium business announced in
November completed the transition of Elementis into a pure specialty chemicals
company with a much enhanced environmental footprint. This progress reflects the
talent, commitment and hard work of all our people, and gives your Board of Directors
confidence in the future prospects of our company.
BUSINESS PERFORMANCE
Elementis delivered a strong financial performance in 2022,
asthebusiness continued to deliver successfully on our strategy
ofInnovation, Growth and Efficiency. Sales grew by 4% to $736m,
driven by higher demand in many end markets, delivery of major
new business opportunities, and proactive pricing actions to offset
inflationary cost pressures.
The performance highlights were in Personal Care, where we saw
strong growth in revenue and margins as demand recovered in both
the cosmetics and anti-perspirant actives markets, and in Coatings,
where we won substantial new business with key customers and
increased our operating margins. The performance of our Talc
business was held back by the continuing weakness, particularly
inthe European automotive sector during the second half. In that
context, a weaker profitability outlook was a contributing factor to
the impairment charge in 2022. We are confident that the recovery
plan for Talc will result in near-term progress. Atthe end of the year
the Talc business was combined with the Coatings business to
create a new Performance Specialties division, that will enable us
todeliver further operational efficiencies and focus better on our
endmarkets. The simplification of Elementis into two Segments
(Personal Care and Performance Specialties) will better leverage
management resources, improving both the efficiency and
effectivenessof Elementis.
Global macroeconomic conditions deteriorated during the
secondhalf of 2022, leading to weaker demand in a number
ofourmarkets. We expect this slowdown to continue into early
2023,holding back our sales and margin growth in some markets.
However, we are confident that a combination of distinctive products,
expertise and compelling competitive positions can drive further
growth, enabling Elementis to continue to make good progress
towards the medium term financial goals we have set for the Group.
STRATEGIC PRIORITIES
The Group has a clear and consistent strategy, built around
thethree pillars of Innovation, Growth and Efficiency. Effective
execution of this strategy delivered the strong performance
wesawin 2022 and the Group remains on course to be able
toachieve the medium term financial targets of 17% adjusted
operating profit margin, 90% cash conversion and net debt/
EBITDA of under 1.5x.
In line with this strategy, in 2022 our Personal Care, Coatings and
Talc businesses continued to develop and launch new, distinctive,
high-value products, and to identify and convert attractive new
business opportunities. Our focus on continuous operational
improvement delivered sustainable cost savings during the year,
helping to offset the cost inflation that all our businesses faced.
Strong performance and strategic progress
Annual Report and Accounts 2022
Elementis plc
6
Chromium is an attractive business with a strong market position,
but it no longer fitted strategically within the Group. The Board
therefore concluded that the Chromium business should be
divested, and we announced in November that agreement had been
reached to sell this business to the Yildirim Group for an enterprise
value of $170m. The transaction completed in January 2023, resulting
in total cash proceeds of $119m after the transfer to the buyer of all
material liabilities and after transaction costs. I would like to thank
the executive team and the Chromium division leadership for their
professionalism which led to this successful sale process.
The proceeds of the Chromium business divestiture will
significantly reduce the Group’s net debt and will, in the future,
enable Elementis to deliver higher margins with lower cyclicality.
BALANCE SHEET AND SHAREHOLDER RETURNS
The Board remains very conscious of the need for the Group to be
soundly financed, and is pleased to report solid progress in 2022
in respect of our financing objectives.
Net debt at the end of 2022 was $367m, down from $401m at thestart
of the year. This reduction in our net debt, along with the growth of our
earnings, resulted in the reduction of our financial leverage to 2.2x* net
debt to EBITDA. Shortly after the year end, our net debt was further
reduced on receipt of the Chromium disposal proceeds. Our term loans
were refinanced successfully with effect from 1 July and the Group
has ample liquidity and headroom against its banking covenants.
The Elementis dividend was suspended in 2020 during the COVID
crisis in order to preserve cash and provide additional financial
headroom for the business. However, our improved business
performance, and the receipt of the Chromium sale proceeds,
hasresulted in the Group’s financial leverage moving significantly
closer to our medium term target of 1.5x net debt to EBITDA.
The Board will look to reinstate the payment of ordinary dividends
toshareholders later in 2023, assuming business performance is in
line withexpectations.
GOVERNANCE AND BOARD
There were a number of Board changes in 2022, which will ensure
that the Board retains the right skills and capabilities to support
our strategic delivery.
Dr Geertrui (Trudy) Schoolenberg was appointed to the Board
inMarch and joined the Audit, Nomination and Remuneration
Committees, also assuming the role of Senior Independent
Director from April, which had been carried out by Steve Good
from September 2021. Trudy has over 30 years’ experience of
working in the chemicals, engineering and high performance
products sectors, including over 20 years with Royal Dutch Shell.
After 9 years on the Board, Anne Hyland stepped down as Chair of
the Audit Committee and retired from the Board at the Company’s
Annual General Meeting in April. Anne was replaced as Chair of the
Audit Committee by Christine Soden. I would like to thank Anne for
her wise and insightful guidance during her time on the Board.
In December, Clement Woon was appointed to the Board and joined
the Audit, Nomination and Remuneration Committees. Clement is a
non-independent non executive director of PFI Food Industries Pte
Ltd and a non-executive director ofMorgan Advanced Materials. He
had previously been CEO of a textile machinery and components
business listed on the Shanghai Stock Exchange, and served in
senior executive positions in public listed companies based in
Singapore and Switzerland.
We will continue to monitor the effectiveness and diversity of the
Board and ensure that we have the right mix of competent, diverse
and engaged members, able to focus effectively on both the short
term performance of the Group and our longer term strategy.
SUSTAINABILITY
The Board maintains full ownership and oversight of the Group’s
sustainability strategy, the risks and opportunities faced, and the
progress made towards achieving the targets that we have set.
Thestrategy shapes and drives the sustainability programme
developed and delivered by the Executive Leadership team,
withthe Sustainability Director and Environmental Sustainability
Council responsible for embedding sustainability across all the
Group’s operations.
Our products demonstrate our commitment to sustainability in
society, enabling more efficient use of resources, reducing energy
requirements and minimising pollution. The sale of the Chromium
business substantially reduces our greenhouse gas emissions and
enhances the Group’s sustainability profile. At the end of 2022, the
Board approved the Group’s commitment to science based targets
and to a long term ambition to achieve Net Zero by 2050.
OUR PEOPLE
People are at the core of our success as a business and our
Values–Safety, Solutions, Ambition, Respect, Team – drive
everything that wedo. The policies that put these Values into
practice underpin the Board’s commitment to provide equal
opportunities in a work environment where everyone is treated
withdignity and respect.
We are committed to a high level of employee engagement, and
the Board’s oversight of the Group’s policies and progress in this
area is led by Christine Soden, the Designated Non-Executive
Director for workforce engagement. In 2022, an Employee Value
Proposition, ‘Connect. Grow. Make an Impact’ was launched
aiming to ensure that Elementis remains a satisfying and engaging
place to work, for all our employees.
Membership of the Board is 37.5% female and the Board seeks
tofoster Diversity, Equity and Inclusion (DE&I) at Elementis,
receiving regular updates on the implementation of DE&I policies
and delivery of our objectives in this area.
STAKEHOLDER ENGAGEMENT
As Chair, I maintain an active dialogue with our shareholders and
other stakeholders. During the year, I had meetings with a number
of our largest institutional shareholders, seeking their views on a
range of issues affecting the future prospects of the company, and
addressing any specific issues they raised.
LOOKING TO THE FUTURE
Following the sale of the Chromium business Elementis is now a
pure specialty chemicals company, able to generate higher quality
earnings and margins, and subject to lower end-market cyclicality.
The business remains well financed and strongly cash generative,
with a substantially enhanced sustainability profile.
Our strategy is clear and compelling, focusing on Innovation, Growth
and Efficiency, and we have a portfolio of differentiated, high-value
products and attractive new business development opportunities.
Some of our end markets are currently subdued due to adverse
macroeconomic conditions, but our businesses are strong and
resilient, and we have been proactive in managing those areas of
thebusiness most affected. I am therefore confident that Elementis
can make further progress in 2023 towards our medium term goals.
On behalf of the entire Board, I would like to thank all of our people
for their hard work and dedication.
John O’Higgins
Chair
* This is on a pre-IFRS 16 basis.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
7
Chief Executive Officer’s review
In 2022 we made significant progress towards our strategic
and financial goals. In an inflationary and increasingly uncertain
macroeconomic environment, Elementis delivered robust revenue
growth and higher adjusted operating margins. This was driven by our
portfolio of advantaged, high-value specialty products, augmented
by new product launches and new business wins, and our continually
improving operational efficiency. The sale of the Chromium business
will reduce the volatility of our earnings and margins, and improve
the sustainability profile of our business. Trading conditions remain
subdued in many of our markets, but Iam confident that continued
application of our Innovation, Growth and Efficiency strategy will enable
us to make further progress in 2023.
PERFORMANCE
Elementis delivered a strong financial performance in 2022,
withrevenue from continuing operations growing by 4% to $736m
and the adjusted operating margin increasing to 13.6% from 12.4%
inthe prior year. Continuing operations comprises the Coatings,
Personal Care and Talc businesses*, all focused on our clear strategy
of Innovation, Growth and Efficiency. Implementing this strategy,
these businesses together launched 18 new products and generated
almost $60m from new business opportunities**, andmade
progress towards $10m of sustainable operating cost savings
fordelivery by 2023.
Including discontinued operations, Group revenue grew to
$921.4m from $880.1m in 2021, and adjusted operating profit
was$123.7m compared with $107m in the prior year.
Coatings, our largest business, performed well, delivering both
higher sales and margins despite weaker trading conditions in
some markets, especially during the latter part of the year. Sales
grew strongly in the Americas region, with healthy decorative
demand as well as higher sales of industrial coatings, especially
inthe first half. In EMEA, sales of industrial coatings were solid
during the first half of the year. Sales were weaker in the decorative
sector, as the post-COVID surge in demand receded, and
European coatings markets overall weakened during the second
half,as the macroeconomic environment deteriorated. Our salesin
Asia are mainly industrial coatings, with China typically accounting
for around 70% of our total regional sales, and this market was
weak during the year due to the economic impact ofCOVID
lockdowns. Coatings continued to successfully leverage its new
product pipeline and global key account management programme
to deliver significant sales and profit growth. In addition, continuing
to focus on higher value products enabled usto increase the value
of our product mix and to capture this inour pricing, delivering
higher operating margins.
Focused strategy driving growth and
marginexpansion
Annual Report and Accounts 2022
Elementis plc
8
SUSTAINABILITY
Our aim is to develop high performance additives that deliver
positive, sustainable outcomes for the environment and for
society. To this end we seek to design products that use fewer
resources and create less pollution. Our areas of focus include
reducing GHG emissions with an ambition to reach Net Zero by
2050; water, waste and energy management; and product
design for better lifecycle impacts.
Specific sustainability related applications benefits delivered
byElementis products include additives working at lower
temperatures, which reduce customers’ energy consumption;
additives supporting formulation of low VOC paints, which
create less air pollution; and the use of talc in lightweight
plastics in vehicles, which improves their energy efficiency.
We continue to understand our carbon footprint better
andthevalue-creating opportunities reducing it can unlock.
Wecompleted our first assessment of value chain (Scope 3)
GHGemissions in 2022, and committing to adopt a science-
based target viatheScience Based Targets initiative, aligning
our strategy to reduce GHG emissions across our operations
andvaluechains with the 2015 ParisAgreement.
In 2022, for our continuing operations, 69%
o
of our revenue
camefrom natural or naturally-derived (as defined by ISO16128)
chemistries, while we increased our purchased energy from
renewable or low carbon sources to 77%, contributing to our
58%reduction in Scope 1 and 2 (market based) GHG emissions
since 2019. Since 2019, we have reduced water withdrawal per
tonne of product made by 18%, and waste sent to third parties per
tonne of product made by 13% across our continuing operations.
We believe clear disclosure of our ESG data is important,
andin 2022, we improved our climate rating at the Climate
Disclosure Project (CDP) to B in 2022, and increased our
EcoVadis Gold rating score compared with the prior year.
Scope 1 and 2 (market
based) GHG reduction
across our continuing
operations
58% since 2019
Read more p36-38
Personal Care performed strongly during the year, with good sales
growth and higher operating margins in both Cosmetics and AP
Actives. Demand for colour cosmetics grew across all our regional
markets, as COVID related social and travel restrictions were lifted.
New product launches and conversion of targeted new business
opportunities also delivered with sales. Sales growth in AP Actives
was also driven by strong demand across all regions. Volume
growth, along with product mix improvements and price rises that
more than offset raw material and other cost increases, delivered
substantially higher operating margins in Personal Care. Our new
AP Actives plant in India was completed and commissioned on
schedule, withcustomer qualification achieved and full commercial
operation initiated shortly after the end of the year.
The Talc business struggled due to a combination of significant
demand weakness in its principal end markets and substantially
higher European energy costs. The weak financial performance of
the business, combined with an increasing discount rate, contributed
to a non-cash goodwill impairment of $103m. More than80% of
Talc’s sales are to customers in Europe, with the automotive sector
being its largest end market sector. Significantly weaker demand
inthe plastics, coatings and technical ceramics market segments
could be only partially offset by a higher value product mix and
pricing actions. Sales were also negatively impacted by the loss of
business in Russia and neighbouring countries due to the Russian
invasion of Ukraine, as well as by a strike at Talc’s major paper sector
customer in the first half of 2022. In recent years, Talc had been
successfully growing sales in China, but this area was affected bythe
COVID lockdowns there during 2022. Talc also faced substantial and
fast rising energy costs as the year progressed with second half
impact being particularly pronounced. Asa result of these factors,
Talc sales and margins were materially lower than in the prior year.
At the end of the year, we merged theTalc and Coatings businesses
to create the Performance Specialties division. This will enable
acceleration of the significant revenue synergies that we have
achieved and facilitate the delivery of additional operating cost
savings in 2023 and beyond.
PORTFOLIO
The divestment of the Chromium business was announced in
November and completed in January 2023. Chromium had been
part of Elementis since 2002 and enjoyed a strong competitive
position inNorth America. However, the business increasingly
satoutside our ‘Innovation, Growth and Efficiency’ strategic
framework and ourstrategic review concluded that the interests
ofall stakeholders would be best served by a sale of the business.
The enterprise value achieved was $170m and the total cash
proceeds of $119m, aftertransfer of all US material environmental
and other liabilities and transaction costs.
Our continuing portfolio of businesses have a compelling purpose
and strategic rationale. Elementis is now a pure specialty chemicals
company, focused on adding value by making our customers’
formulations look, feel and perform better. This focus on advantaged,
high value products will enable us to deliver higher quality earnings
and margins, with lower volatility, and generate significant shareholder
value. In addition, the Chromium operations accounted for a large
portion of our environmental impact (e.g. 69% of the Group’s
greenhouse gas (GHG) Scope 1 and Scope 2 (location-based)
emissions in 2022 were from our Chromium sites), and the divestment
significantly enhances our corporate sustainability profile.
How we are embedding
sustainability intoour business
* Effective 1 January 2023, the results of the Coatings and Talc
segmentswill be reported under a new segment called Performance
Specialties, which reflects a change in the internal organisation structure
used for management, internal reporting purposes and the allocation
ofstrategic resources.
** Clearly defined share of wallet gains linked to product portfolio additions,
marketing or sales efforts.
o
For continuing operations only. It is 55% when including the divested
Chromium business revenue.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
9
Chief Executive Officer’s review continued
SAFETY
Safety is fundamental to the success of Elementis and a core part
of our culture. Our goal is to eliminate injuries completely and we
continue to drive our TogetherSAFE campaign across the Group
toachieve this. In 2022, we made progress on this Journey to Zero,
reporting an improvement in our safety performance compared
withthe previous year, with 75% of our facilities reporting no
injuries. The number of recorded employee injuries fell by 25% to
9, with the number of hand injuries falling to 3, from 6 in the prior
year. Wesaw a positive trend in the use of ‘Stop Work’ authority.
Our new Taloja anti-perspirant actives plant in India was completed
and brought into production having recorded more than
1.56 million safe working hours.
PEOPLE
In 2022, we took material action to strengthen our culture,
andmade good progress in living our Values, launching a new
Code ofConduct and revitalising our approach to compliance
andethics, tomaintain and improve employee engagement
andcommitment.
During the year we launched our Employee Value Proposition,
‘Connect. Grow. Make a Difference’, based on employee
input,andsupported the rollout with a series of workshops.
Wecontinued to drive Diversity, Equity and Inclusion across the
Group, through a DE&I Leadership Council, training programmes
and specialist external trainers, and employee resource groups,
such as the global Women in Leadership group. We also held
aseries of events in October focusing on inclusion, followed
upbythelaunch of an inclusion newsletter.
People are the bedrock on which our success depends, and
thepast three years have been challenging for everyone, firstly
managing the impact of the COVID pandemic, then navigating our
way out of this and learning to live with a ‘new normal’. I would like
to thank the whole Elementis team for their fortitude, adaptability
and commitment during this period and look forward to together
creating a successful future for the Company.
“Trading conditions remain subdued in many of our
markets, but energy prices are moderating from the
peaks of last year. We have a strong pipeline of sales
opportunities and are applying our Innovation, Growth
and Efficiency strategy to drive further improvement.
Despite the continued uncertainty in global demand,
we remain confident that Elementis is well placed
forfuture growth.
CODE OF CONDUCT LAUNCH
Relaunch of our Code of Conduct and Ethics, entitled ‘Integrity is
ourSpecialty’.
OUTLOOK
The global macroeconomic environment weakened during the
second half of 2022, particularly in Europe. This created tougher
trading conditions in almost all of our markets. In China, while the
year has started slowly, there remains a reasonable expectation
forsome demand improvement as the year progresses.
Elementis is well positioned to weather this global market uncertainty
and to benefit as trading conditions improve. We have a portfolio
ofhigh quality businesses, implementing a strategy based on
Innovation, Growth and Efficiency in order to develop and deliver
distinctive, advantaged products and technologies. We have
astrong pipeline of new products and new business opportunities.
Moreover, the sale of the Chromium business has enhanced our
portfolio quality – reducing the volatility of our earnings, improving
margins and transforming the sustainability profile of our business.
Our streamlined operating structure with two segments, Personal
Care and Performance Specialties, allows us to focus on attractive
end markets and deliver further efficiencies as we integrate the
Talc and Coatings businesses.
The balance sheet continues to strengthen, with net debt to EBITDA
ratio approaching our medium-term leverage target, whilst our
operations remain highly cash generative.
Elementis is now well placed for both improved returns and growth.
Paul Waterman
CEO
Annual Report and Accounts 2022
Elementis plc
10
Answering key stakeholder questions
Q
What impact will the sale of the Chromium business
have on the future prospects of Elementis?
A
The sale of Chromium will affect the Group in three ways.
First, it transforms Elementis into a pure specialty
chemicals business, that uses our unique chemistry
todevelop and supply distinctive, advantaged additives
to our customers. This focus on high value products
willenable us to deliver higher quality earnings and
margins, and with less volatility due to exposure to
commodity cycles.
Second, the proceeds of the sale significantly reduce our
net debt and strengthen our balance sheet. That gives us
a solid platform on which to drive further growth, and
also enables us to look to resume the payment of
dividends to our shareholders.
Third, the sale of Chromium enhances the environmental
profile of the Elementis. Chromium accounted for almost
three quarters of the Group’s greenhouse gas emissions
and the transaction therefore represents a major step
forward towards our long term sustainability targets.
Q
Can Elementis achieve its medium term target
ofa17% adjusted profit margin?
A
We are confident that consistent and effective execution
of our strategy of Innovation, Growth and Efficiency can
enable us to achieve this target margin.
By continuing to invest in innovation, we create new
higher-value products that deliver higher margins.
Thestrong relationships that develop out of our close
collaboration with customers enables us to grow our
share of their business, and also opens up significant
new opportunities. This innovation-led growth – selling
more, higher-value products, in all of our businesses –
drives us towards our medium-term target.
At the same time, we continue to focus on the efficiency
ofour own operations, ensuring that we optimise our
procurement, manufacturing and logistics functions. Our AP
Actives plant in India is an example where we have invested
to substantially lower the cost base of the business, with
both manufacturing and logistics benefits that underpin our
margins. Across the business we have a rolling programme
of continuous improvement that is delivering sustainable
cost savings in all areas of our operations.
We are seeing evidence of progression. Our adjusted
operating margins have improved from 12.1% in 2021 to
13.6% in 2022. Our Personal Care and Coatings businesses
represent more than 80% of our revenues and these
already deliver margins above our 17% target. We are
confident that the recovery plan being implemented in our
Talc business, which is now part of our new Performance
Specialties business unit, can drive improvement in Talc
margins. With this context, we believe the Group as a
whole can achieve and sustain our medium-term target
of17% adjusted operating margins.
Q
How do you plan to turn around the fortunes of the Talc
business and how long do you think this will take?
A
Talc had a tough year in 2022 due to a range of external
factors, which led to lower sales volumes, higher
operating costs and a significant profit decline.
The European automotive sector is our biggest market
sector and demand was weak, due to subdued levels of
vehicle production and customers destocking. Talc sales
were also impacted by a prolonged strike at a major
customer in the paper sector, weakness in our markets in
China due to COVID lockdowns, and the loss of customers
inRussia and adjoining countries because of the Russian
invasion ofUkraine. Talc is a big user of electricity and the
major warrelated increase in European energy prices had
a big impact on our financial performance.
We have responded to these challenges in several
ways.We have taken a number of pricing actions that
have offset the cost increases. The new Performance
Specialties management structure will allow us to deploy
capability better and to have a single, integrated global
sales force as well as a simplified route to market. We
continue to pursue a value focused strategy, and are
looking to reduce complexity and rationalise SKUs.
Talchas had an encouraging start to the year in 2023
andwe are confident of a turn around in performance.
Q
How can you ensure that sustainability becomes
embedded into all aspects of your business, and that
you really do deliver ‘sustainable solutions’ for your
customers and for society?
A
We are making continuous progress on this journey.
Forus, embedding means making balanced business
and strategy decisions that incorporate sustainability
risks and opportunities alongside more established
financial considerations. To help this, we are continually
improving sustainability-related data and how we assess
potential future risks and opportunities. For example, in
2022 we developed our first quantified understanding of
greenhouse gas emissions in the value chain (Scope 3)
which helped us prioritise development activities to
replace specific raw materials with alternatives with
alower carbon footprint. Wealso adoptstandardised
frameworks when they are of relevance to our business
activities. They help us better assess sustainability topics
and to credibly communicate outcomes to customers
and otherstakeholders.
STAKEHOLDERS KEY Customers Suppliers
Employees
Investors
Regulatory
authorities
Communities and
the environment
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
11
21
Our investment case
Reasons to invest
Elementis is a global specialty chemicals business providing innovative solutions
for some of the biggest challenges facing industries and companies today.
Ourbusiness model is built on differentiated premium assets, an innovation
focus, clear growth opportunities and strong cash generation.
Differentiated premium assets Innovation focus
Growth opportunities supported
bystructural growth trends
Strong cash generation
The fundamentals of our business are strong, focused on high
quality, high margin activities in Personal Care and Performance
Specialties. These premium performance additives businesses are
centred on long duration and differentiated resources, including
the only high quality hectorite clay mine in the world in California,
and high quality talc deposits in Finland. Together with our unique
technology and market leading formulation capabilities, these
create compelling competitive advantages.
Innovation is at the heart of what we do. Leveraging our
capabilities in rheology, surface chemistry and formulation, we
help our customers respond to their biggest challenges through
deep partnerships, ongoing technical support and consistent
quality, service and delivery. We are customer driven, solutions
focused and fast moving. This focus drives our growth and returns.
Across our premium performance additive businesses, we
seeover $100m of revenue growth opportunities supported
bystructural megatrends. In Personal Care, we are well positioned
toserve the growth of premium cosmetics in Asia and demand
fornatural skin care ingredients. In Performance Specialties, our
technologies enable the creation of more environmentally friendly
industrial coatings and higher performance decorative paints.
Inaddition, the need to reduce vehicle emissions and single use
plastic consumption will drive demand for our talc based additives.
Strong cash generation is a hallmark of Elementis. Looking
forward, we target operating cash conversion of at least 90% and,
supported by our Innovation, Growth and Efficiency priorities, this
will facilitate sustained reinvestment for organic growth, financial
deleveraging and, in due course, the reinstatement of dividend
payments to shareholders. Our medium term financial leverage
target is under 1.5x net debt/EBITDA, compared with 2.2x* today,
and delivery of this target is anticipated to drive significant
shareholder returns.
Read more about our business model
on pages 18-19
Read more about our innovation focus
on pages 22-23
Read more about our growth opportunities
on pages 28-29
Read more about our Finance report
onpages 76-81
Number of assets
12
Spent on R&D
$8m
Products launched in 2022
18
average three year
operating cashconversion
87%
* This is on a pre-IFRS 16 basis.
Annual Report and Accounts 2022
Elementis plc
12
43
Differentiated premium assets Innovation focus Growth opportunities supported
bystructural growth trends
Strong cash generation
The fundamentals of our business are strong, focused on high
quality, high margin activities in Personal Care and Performance
Specialties. These premium performance additives businesses are
centred on long duration and differentiated resources, including
the only high quality hectorite clay mine in the world in California,
and high quality talc deposits in Finland. Together with our unique
technology and market leading formulation capabilities, these
create compelling competitive advantages.
Innovation is at the heart of what we do. Leveraging our
capabilities in rheology, surface chemistry and formulation, we
help our customers respond to their biggest challenges through
deep partnerships, ongoing technical support and consistent
quality, service and delivery. We are customer driven, solutions
focused and fast moving. This focus drives our growth and returns.
Across our premium performance additive businesses, we
seeover $100m of revenue growth opportunities supported
bystructural megatrends. In Personal Care, we are well positioned
toserve the growth of premium cosmetics in Asia and demand
fornatural skin care ingredients. In Performance Specialties, our
technologies enable the creation of more environmentally friendly
industrial coatings and higher performance decorative paints.
Inaddition, the need to reduce vehicle emissions and single use
plastic consumption will drive demand for our talc based additives.
Strong cash generation is a hallmark of Elementis. Looking
forward, we target operating cash conversion of at least 90% and,
supported by our Innovation, Growth and Efficiency priorities, this
will facilitate sustained reinvestment for organic growth, financial
deleveraging and, in due course, the reinstatement of dividend
payments to shareholders. Our medium term financial leverage
target is under 1.5x net debt/EBITDA, compared with 2.2x* today,
and delivery of this target is anticipated to drive significant
shareholder returns.
Read more about our business model
on pages 18-19
Read more about our innovation focus
on pages 22-23
Read more about our growth opportunities
on pages 28-29
Read more about our Finance report
onpages 76-81
Number of assets
12
Spent on R&D
$8m
Products launched in 2022
18
average three year
operating cashconversion
87%
* This is on a pre-IFRS 16 basis.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
13
Our market environment
Our market drivers
Demographics Premiumisation Sustainability Transparency
TREND
The UN expects the world’s population to increase
by2 billion in the next 30 years, to 9.7 billion people.
Most of this increase will be in the developing world, driving
further urbanisation and investment in infrastructure.
Economic development, an expanding middle class and
growing levels of western style consumerism will generate
demand for products that improve living standards in
thesemarkets.
TREND
Premiumisation is bridging the gap between luxury and
mass market – offering all consumers access to unique
orinnovative products that promise more.
Consumers are willing to pay premium prices on value
added products with real benefits.
Premium is not just about price. It is the promise of
exceptional quality and experience, fuelling the growth
ofunique, value added products.
As a result, the premium segment is experiencing strong
growth, outpacing total category sales in many markets.
TREND
The recognition that resources are finite, and there are
wide,complex planetary and societal impacts related
tohowresources are used, is driving change across the
socio-economic system.
Consumers want products that have low negative impact on
theenvironment, nature, communities and workers in the value-
chain. It is increasingly important that claimed product benefits
are based on credible, science-based evidence and standards.
Businesses that embed future sustainability-related
outcomes into strategic decisions will find new opportunities
and have greater resilience in a changing world.
TREND
In an ever more connected world, customers and employees
want more transparency from the organisations that serve
and employ them.
Consumers and stakeholders want to know how goods
andservices are delivered to their door, how items are
manufactured and what happens to their personal data.
Organisations of all kinds must establish and maintain trust,
as the basis for successful collaboration and innovation.
WHAT THIS MEANS FOR OUR INDUSTRY WHAT THIS MEANS FOR OUR INDUSTRY WHAT THIS MEANS FOR OUR INDUSTRY WHAT THIS MEANS FOR OUR INDUSTRY
Increasing demand for construction and infrastructure
related solutions
Rising demand for personal care products such as
colour cosmetics and skin creams
Increased demand for longer lasting and more
technologically advanced products
Demand for products that make
consumers’ lives easier
Demand for products with feel good
and premium characteristics
Demand for natural or naturally-derived products
Increased desire for solutions that contribute
positively to the health and wellbeing of society
Demand for solutions that increase production yields
and contribute towards the circular economy
Pressure to minimise social and environmental impact
of production throughout supply chains
Consistent and transparent communication
of activities throughout the value chain
Clear evidence of ethical and social
considerations in decision making
Open and frequent consultation with all stakeholders
OUR OPPORTUNITIES OUR OPPORTUNITIES OUR OPPORTUNITIES OUR OPPORTUNITIES
New geographic markets for consumer and industrial
products that require premium performance additives
Opportunities to innovate and serve local market needs
Higher demand for additives that deliver premium
product performance characteristics
Opportunities for natural or naturally-derived
ingredients (e.g. hectorite, talc or castor wax based
additives) which represent 69%* of our total sales
Increased use of our naturally-derived products for
better resource efficiency
Products that lower energy demands and minimise
pollution in downstream applications
Innovative product designs, manufacturing processes
and supply chain management to result in better
outcomes for all stakeholders
Help customers make informed purchasing
decisions through clear scientific evidence and supply
chain transparency
Improved reporting and disclosure
of corporate activities
OUR RESPONSE
Capital investment in manufacturing assets in India
toenhance our efficiency and bring our products closer
to our customers in high growth geographies
Launch of ingredients to combat signs of damaged
skin(through e.g. air pollution)
Addressing regional needs such as Japanese Standards
of Quasi-drug Ingredients (JSQI) or halalcertification
Expand resources/investment to generate more insights
on local market needs and deepen innovation dialogue
Upgrade offering for waterbased, high solid and
solventfree formulations, with higher durability
formulation for cities’ sustainable growth.
OUR RESPONSE
Focused innovation targeting technologies
thatdeliverimproved product performance, lower
operationalcosts and enhanced sustainability claims
The launch of 18 new products in areas
such as premium decorative paints, natural
skin care ingredients and high efficacy
anti-perspirant actives
Product launches that are suitable for the ‘masstige’
market and reduce time to market
Product solution for better durability, workability and
aesthetics for the Deco and Construction markets
OUR RESPONSE
The launch of products that reduce
transportation emissions, that lower
customers’ energy requirements and
enable food packaging recycling
Aim to reach Net Zero by 2050 and
committed to set ascience-based GHG
emission reduction target
Progress towards our 2030
environmental targets
Carbon neutral Bentone Gel
®
production at Livingston
OUR RESPONSE
Further investment in digital capabilities including
online customer ordering, tracking and fulfilment,
along with access to product safety data
Verification against demanding labelling standards
such as ISO, COSMOS and Ecolabeltohighlight
thecredentials of our products
Launch of our new Code
of Conduct
Increased our EcoVadis Gold rating and
CDP Climatescore compared to the
prior year
* For continuing operations only. It is 55% when including the divested Chromium business revenue.
Annual Report and Accounts 2022
Elementis plc
14
Demographics Premiumisation Sustainability Transparency
TREND
The UN expects the world’s population to increase
by2 billion in the next 30 years, to 9.7 billion people.
Most of this increase will be in the developing world, driving
further urbanisation and investment in infrastructure.
Economic development, an expanding middle class and
growing levels of western style consumerism will generate
demand for products that improve living standards in
thesemarkets.
TREND
Premiumisation is bridging the gap between luxury and
mass market – offering all consumers access to unique
orinnovative products that promise more.
Consumers are willing to pay premium prices on value
added products with real benefits.
Premium is not just about price. It is the promise of
exceptional quality and experience, fuelling the growth
ofunique, value added products.
As a result, the premium segment is experiencing strong
growth, outpacing total category sales in many markets.
TREND
The recognition that resources are finite, and there are
wide,complex planetary and societal impacts related
tohowresources are used, is driving change across the
socio-economic system.
Consumers want products that have low negative impact on
theenvironment, nature, communities and workers in the value-
chain. It is increasingly important that claimed product benefits
are based on credible, science-based evidence and standards.
Businesses that embed future sustainability-related
outcomes into strategic decisions will find new opportunities
and have greater resilience in a changing world.
TREND
In an ever more connected world, customers and employees
want more transparency from the organisations that serve
and employ them.
Consumers and stakeholders want to know how goods
andservices are delivered to their door, how items are
manufactured and what happens to their personal data.
Organisations of all kinds must establish and maintain trust,
as the basis for successful collaboration and innovation.
WHAT THIS MEANS FOR OUR INDUSTRY WHAT THIS MEANS FOR OUR INDUSTRY WHAT THIS MEANS FOR OUR INDUSTRY WHAT THIS MEANS FOR OUR INDUSTRY
Increasing demand for construction and infrastructure
related solutions
Rising demand for personal care products such as
colour cosmetics and skin creams
Increased demand for longer lasting and more
technologically advanced products
Demand for products that make
consumers’ lives easier
Demand for products with feel good
and premium characteristics
Demand for natural or naturally-derived products
Increased desire for solutions that contribute
positively to the health and wellbeing of society
Demand for solutions that increase production yields
and contribute towards the circular economy
Pressure to minimise social and environmental impact
of production throughout supply chains
Consistent and transparent communication
of activities throughout the value chain
Clear evidence of ethical and social
considerations in decision making
Open and frequent consultation with all stakeholders
OUR OPPORTUNITIES OUR OPPORTUNITIES OUR OPPORTUNITIES OUR OPPORTUNITIES
New geographic markets for consumer and industrial
products that require premium performance additives
Opportunities to innovate and serve local market needs
Higher demand for additives that deliver premium
product performance characteristics
Opportunities for natural or naturally-derived
ingredients (e.g. hectorite, talc or castor wax based
additives) which represent 69%* of our total sales
Increased use of our naturally-derived products for
better resource efficiency
Products that lower energy demands and minimise
pollution in downstream applications
Innovative product designs, manufacturing processes
and supply chain management to result in better
outcomes for all stakeholders
Help customers make informed purchasing
decisions through clear scientific evidence and supply
chain transparency
Improved reporting and disclosure
of corporate activities
OUR RESPONSE
Capital investment in manufacturing assets in India
toenhance our efficiency and bring our products closer
to our customers in high growth geographies
Launch of ingredients to combat signs of damaged
skin(through e.g. air pollution)
Addressing regional needs such as Japanese Standards
of Quasi-drug Ingredients (JSQI) or halalcertification
Expand resources/investment to generate more insights
on local market needs and deepen innovation dialogue
Upgrade offering for waterbased, high solid and
solventfree formulations, with higher durability
formulation for cities’ sustainable growth.
OUR RESPONSE
Focused innovation targeting technologies
thatdeliverimproved product performance, lower
operationalcosts and enhanced sustainability claims
The launch of 18 new products in areas
such as premium decorative paints, natural
skin care ingredients and high efficacy
anti-perspirant actives
Product launches that are suitable for the ‘masstige’
market and reduce time to market
Product solution for better durability, workability and
aesthetics for the Deco and Construction markets
OUR RESPONSE
The launch of products that reduce
transportation emissions, that lower
customers’ energy requirements and
enable food packaging recycling
Aim to reach Net Zero by 2050 and
committed to set ascience-based GHG
emission reduction target
Progress towards our 2030
environmental targets
Carbon neutral Bentone Gel
®
production at Livingston
OUR RESPONSE
Further investment in digital capabilities including
online customer ordering, tracking and fulfilment,
along with access to product safety data
Verification against demanding labelling standards
such as ISO, COSMOS and Ecolabeltohighlight
thecredentials of our products
Launch of our new Code
of Conduct
Increased our EcoVadis Gold rating and
CDP Climatescore compared to the
prior year
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
15
21
Supply chain in action
Responding to global supply chain challenges
Global supply chains remained challenged in the first half of 2022, starting with
accumulated backlogs and staffing shortages, then facing intensified delays due
to the impact of the Russian invasion of Ukraine and China widening the COVID-19
curbs. While the supply constraints eased in the second half, manufacturing was
being hit by rising prices, weakening demand, and a shift of sentiment. These tested
the resilience and agility of our global supply chain and manufacturing.
Demand Raw materials Logistics Energy
A high level of backlog orders was carried over at the beginning
of 2022 due to significant disruptions to our supply chain in
the prior year. We effectively prioritise orders, increase
production capacity, and communicate with customers. We also
optimise the supply chain and streamline the process, including
automating the order entry and inventory management process
to reduce errors and speed up order processing. Those
efficiency improvements help us process orders more quickly.
As a result, we decreased 85% of backlogs and minimised the
order pushed out due to no inventory availability.
Demand for raw materials remained high at the beginning of
the year and inflation continued to be a significant factor. We
continued to develop alternative supply chains and implement
price increases, as necessary. In addition, during 2022 we
configured the supplier bases for our new plant in India which
was commissioned in Q4. In the last quarter of the year the
sourcing environment began to shift with demand in global
supply chains softening and availability improving.
The logistics challenges in 2022 shifted from tackling
transportation bottlenecks and extended transit time,
especially in ocean freight, to battling over-the-road
transportation costs and warehousing space availability, which
impact customer satisfaction and our financial performance.
We established the logistics management function and installed
the logistics management programme to oversee the logistics
related service, efficiency, and network optimisation
improvements globally. We also partner with leading third party
logistics providers to deploy new technologies for better
visibility and to optimise routing and scheduling.
Supply constraints resulted in record high, volatile energy
prices around the globe. In Europe, 2022 natural gas prices
reached a record peak of €340/MWh (Dutch TTF) on
26 August, 3,531% above the average price in 2020, as
northern Europe prepared for winter with significantly
reduced access to Russian gas. Effective hedging policies
limited business impact, and our global process improvement
teams continued to deliver energy efficiency projects.
OUR RESPONSE
Customer fulfilment excellence from the supply chain agility
A US customer needed an urgent delivery of a specialty rheology additive from the manufacturing facility at Livingston, UK, to respond
quickly to the end market demand changes. But the Livingston plant capacity was sold out due to a critical raw material supply under
force majeure. In the meantime, the trial production of the same rheology additive at the New Martinsville, US manufacturing facility
wasplanned to be completed after a scheduled maintenance outage in the next three weeks. The commercial, supply chain and
manufacturing teams collaborated immediately to bring forward the trial at the New Martinsville plant and to re-prioritise other customers’
orders. The production trial generated the on-spec materials at the first pass thanks to the productivity and flexibility enabled at the New
Martinsville plant. The supply chain operations team secured the carriers and delivered the products immediately after the successful
production run, thanks to the automated process to speed up order-to-delivery. By building an agile supply chain with quick response
time and high level flexibility, collaboration and visibility, we can improve our ability to respond to changing market conditions and
customer needs while reducing costs and improving efficiency. This is becoming increasingly important as we face greater levels
ofuncertainty and volatility in the global marketplace.
OUR RESPONSE
Logistics cost visibility
One of the logistics management initiatives we implemented in 2022 was logistics cost visibility. We teamed up with a leading
logistics service provider and conducted the process mapping and design for a logistics visibility platform. We built a centralised
data repository of shipments with all modes and the transportation, warehousing and customer fulfilment costs associated with
those shipments. We developed analytics and visualisation in Tableau to help businesses monitor transportation costs by factors
such as fuel costs, carrier rates, transit times and customer fulfilment costs, including warehousing and service expenses. The
logistics visibility platform enables businesses to make informed decisions, reduce costs, and improve supply chain efficiency.
Utilising the logistics visibility platform, we identified cost-saving opportunities by optimising the carrier networks and negotiating
better rates. We also identified inefficiencies in their fulfilment operations and took steps to optimise processes and reduce costs.
Annual Report and Accounts 2022
Elementis plc
16
43
Demand Raw materials Logistics Energy
A high level of backlog orders was carried over at the beginning
of 2022 due to significant disruptions to our supply chain in
the prior year. We effectively prioritise orders, increase
production capacity, and communicate with customers. We also
optimise the supply chain and streamline the process, including
automating the order entry and inventory management process
to reduce errors and speed up order processing. Those
efficiency improvements help us process orders more quickly.
As a result, we decreased 85% of backlogs and minimised the
order pushed out due to no inventory availability.
Demand for raw materials remained high at the beginning of
the year and inflation continued to be a significant factor. We
continued to develop alternative supply chains and implement
price increases, as necessary. In addition, during 2022 we
configured the supplier bases for our new plant in India which
was commissioned in Q4. In the last quarter of the year the
sourcing environment began to shift with demand in global
supply chains softening and availability improving.
The logistics challenges in 2022 shifted from tackling
transportation bottlenecks and extended transit time,
especially in ocean freight, to battling over-the-road
transportation costs and warehousing space availability, which
impact customer satisfaction and our financial performance.
We established the logistics management function and installed
the logistics management programme to oversee the logistics
related service, efficiency, and network optimisation
improvements globally. We also partner with leading third party
logistics providers to deploy new technologies for better
visibility and to optimise routing and scheduling.
Supply constraints resulted in record high, volatile energy
prices around the globe. In Europe, 2022 natural gas prices
reached a record peak of €340/MWh (Dutch TTF) on
26 August, 3,531% above the average price in 2020, as
northern Europe prepared for winter with significantly
reduced access to Russian gas. Effective hedging policies
limited business impact, and our global process improvement
teams continued to deliver energy efficiency projects.
OUR RESPONSE
Customer fulfilment excellence from the supply chain agility
A US customer needed an urgent delivery of a specialty rheology additive from the manufacturing facility at Livingston, UK, to respond
quickly to the end market demand changes. But the Livingston plant capacity was sold out due to a critical raw material supply under
force majeure. In the meantime, the trial production of the same rheology additive at the New Martinsville, US manufacturing facility
wasplanned to be completed after a scheduled maintenance outage in the next three weeks. The commercial, supply chain and
manufacturing teams collaborated immediately to bring forward the trial at the New Martinsville plant and to re-prioritise other customers’
orders. The production trial generated the on-spec materials at the first pass thanks to the productivity and flexibility enabled at the New
Martinsville plant. The supply chain operations team secured the carriers and delivered the products immediately after the successful
production run, thanks to the automated process to speed up order-to-delivery. By building an agile supply chain with quick response
time and high level flexibility, collaboration and visibility, we can improve our ability to respond to changing market conditions and
customer needs while reducing costs and improving efficiency. This is becoming increasingly important as we face greater levels
ofuncertainty and volatility in the global marketplace.
OUR RESPONSE
Logistics cost visibility
One of the logistics management initiatives we implemented in 2022 was logistics cost visibility. We teamed up with a leading
logistics service provider and conducted the process mapping and design for a logistics visibility platform. We built a centralised
data repository of shipments with all modes and the transportation, warehousing and customer fulfilment costs associated with
those shipments. We developed analytics and visualisation in Tableau to help businesses monitor transportation costs by factors
such as fuel costs, carrier rates, transit times and customer fulfilment costs, including warehousing and service expenses. The
logistics visibility platform enables businesses to make informed decisions, reduce costs, and improve supply chain efficiency.
Utilising the logistics visibility platform, we identified cost-saving opportunities by optimising the carrier networks and negotiating
better rates. We also identified inefficiencies in their fulfilment operations and took steps to optimise processes and reduce costs.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
17
Our business model
Creating long term value
We collaborate with our customers
We develop innovative solutions
We manufacture safely, responsibly and effectively
We deliver to our customers globally
PEOPLE
Our engaged and skilled workforce is focused on innovation, customer service
anddelivering our strategy.
~1,300
skilled employees located
aroundtheworld
2,265
employee LinkedIn learning hours
in2022
RELATIONSHIPS
We have close long term relationships with customers, suppliers and other
stakeholders, centred on trust and collaboration.
60+
joint product development projects
with customers in2022
25
online technical support seminars
delivered each month to customers
EXPERTISE
Our technical experts deliver unique and superior additives toawide range
ofendmarkets.
100
scientists working across
7innovation and technical
supportcentres
$16m
spend on R&D and technical
supportin 2022
ASSETS
We combine advantaged positions in hectorite and talc, with our distinctive
technologies, to create value added customer solutions.
50
years of estimated resource life at
ourhectorite mine in California; the
world’s largest known source of high
quality rheology grade hectorite clay
4
active open cast mines for high
purity talc minerals
SUPPLY CHAIN
Our global manufacturing footprint allows us to be flexible and resilient, and deliver
high value innovation solutions to customers in all geographies.
17
manufacturing sites around
theworld
456
employees working inmanufacturing
roles across the globe
CAPITAL
A highly cash generative business model and disciplined capital allocation
framework that enables us to invest in growth, deliver our strategy, and repay debt.
87%
average three year operating
cashconversion
$47m
capital expenditure in 2022, of which
30% was directed to growth and
productivity investments
WE HAVE THE RESOURCES
ANDRELATIONSHIPS...
...TO CREATE MARKET LEADING
INNOVATIVE SOLUTIONS...
UNDERPINNED BY OUR
CULTURE AND VALUES
Safety – our way of life
We are committed to providing a safe
environment for all
Solutions – creating value
forourcustomers
We make a difference through our expertise,
responsiveness and focus on quality
Annual Report and Accounts 2022
Elementis plc
18
SHAREHOLDERS
See pages 76-81
Elementis seeks to generate appreciable returns for shareholders
over time through sustained earnings growth and, subject to capital
constraints, progressive dividend payments.
$131m
debt reduction since 2018
2023
Board will look to reinstate
ordinary dividend payments
EMPLOYEES
See pages 61-67
Elementis promotes equality and diversity throughout the
organisation and has policies and procedures that allow
our employees to meet their training and development needs
andmaximise their potential.
$133m
employee wages and
salaries in 2022
61%
employee engagement score
CUSTOMERS
See pages 26-29
Providing value enhancing products and building relationships
with our customers ensure we are better placed to solve their
biggest challenges.
18
new products launched
in 2022
$59m
new business opportunities
captured in 2022
SUPPLIERS
See pages 16-17 and 70
We value our supplier relationships and take a long term
strategic approach to ensure a mutually beneficial and
supportive relationship.
ENVIRONMENT
See pages 36-56 and 57-60
Through product innovation and operational improvements,
we are reducing the environmental impact of both our activities
andour customers’ products.
11%
reduction in our Scope
1and2 (market based)
GHGemissions in 2022
(forcontinuing operations)
3
of our four 2030 environmental
targets met in 2022 (for
continuing operations)
...WHICH, COMBINED WITH OUR STRATEGY …BENEFIT ALL OF OUR STAKEHOLDERS
Innovation
Growth
Efficiency
Ambition – passion for excellence
We are innovative, courageous
and driven in everything we do
Respect – we do the right things
We care for our colleagues, customers,
communities and environment
Team – the power of collaboration
We work, grow and succeed together
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
19
Q
A
Key stakeholder questions
How does your strategy
align with your purpose?
Paul Waterman
CEO
The execution of our Innovation, Growth and
Efficiencystrategy will address our customers’
mostchallenging problems whilst driving sustained
value creation.
We are a leading global supplier of rheology modifiers
and anti-perspirant actives to personal care product
manufacturers. Our products help make skin creams
smooth, nail polish glow and anti-perspirants work. We
supply rheology modifiers and other complementary
specialty additives to manufacturers of industrial
coatings and decorative paints. Our products help make
industrial coatings last longer, decorative paints more
stain resistant and sealants apply evenly. We are the
second largest global supplier of talc based additives
to industrial end markets including long life plastics,
technical ceramics and packaging manufacturers.
Talchelps to make long life plastics stronger and
lighter,gasoline particulate filters work and food
packaging recyclable.
We constantly seek to be a fit for purpose and more
efficient business, with our impact on the environment
and the communities in which we operate at the forefront
of our minds – so that we can enhance the performance
of our customers’ products and make a positive change
in the world.
Annual Report and Accounts 2022
Elementis plc
20
UNIQUE CHEMISTRY, SUSTAINABLE
SOLUTIONS: BENTONE LUXE XO
Launched in April 2021, Ringier Technology
Innovation Award in 2022
Multifunctional product based on unique
hectorite clay
Solution for customers:
Improves performance (stabilizing
highoilsystems, ideal to reach highest
SPF performance)
Variety of pleasant and non-greasy
textures, rich yet velvety skin feel
Cold processable (saving energy
andemissions), 99% natural, RSPO,
vegan, clean beauty (for example,
microplastics-free)
Ideal solution for our customers’ natural
andclean beauty sun care products
Immediate high interest: First sales within
6 months from launch, NBO pipeline $4M
Read more p27
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
21
Annual Report and Accounts 2022
Elementis plc
21
Innovation at Elementis
Customer driven solutions
We create products that meet the needs of our customers
throughanongoingcycle of engagement and innovation.
We collaborate with
ourcustomers
We develop innovative
solutions
We manufacture safely,
responsibly and effectively
We deliver to our
customersglobally
WHY WE VALUE THEM
Our customers rely on us to deliver high quality products with
superior performance, efficiency and sustainability features.
Wedeliver a range of products to customers around the world,
and by providing expertise and innovation, we keep our
customers at the forefront of their industries.
We have continued to work in partnership with our customers
to develop innovative products that align with market trends
We provide technical support services to our customers and
have an established global key account programme which
enables us to focus on deepening our customer relationships
COMPLEMENTARY CAPABILITIES
Our laboratories have the ability to formulate finished goods similar
to our customers products. We can test these materials to mimic
real life conditions for demonstration.
We design tailored additives to meet market unmet needs and
have the capability to test the performance of these materials in
fully formulated finished goods.
Working together with our customers we create novel
technologies that deliver sustainable solutions to consumers
and differentiated performance
Together with our customers we monitor market trends and
emerging needs and create projects which target delivering
solutions to the market
GLOBAL TECHNOLOGY SITES
Regional Innovation and customer service laboratories supporting
global technology platforms and local customer needs.
INNOVATION IN ACTION
Elementis is dedicated to offering our customers unique
technologies that deliver superior performance in end uses.
Ourglobal manufacturing footprint allows security of supply
ofour technologies.
Innovation with global key accounts ensures that we are
delivering technologies with market leading companies
Leveraging our expertise in rheology we launch products
thatdeliver elegant skin feel as well as paints that deliver
superior performance
Our world class formulators create protoypes that demonstrate
how our additives can impact differentiated claims
Technology sites:
US
Brazil
Germany
Netherlands
Taiwan
China
India
Global platforms:
Decorative Coatings
Industrial Coatings
Construction
Personal Care
Anti-perspirant
Energy
Talc
Read more p26
STRATEGIC PILLARS
UNDERPIN EVERYTHING
Innovation
* Percentage of revenue from products launched within the last 7 years plus products that are IP protected or customer specific/otherwise proprietary.
Annual Report and Accounts 2022
Elementis plc
22
We collaborate with
ourcustomers
We develop innovative
solutions
We manufacture safely,
responsibly and effectively
We deliver to our
customersglobally
WHY WE VALUE THEM
Our customers rely on us to deliver high quality products with
superior performance, efficiency and sustainability features.
Wedeliver a range of products to customers around the world,
and by providing expertise and innovation, we keep our
customers at the forefront of their industries.
We have continued to work in partnership with our customers
to develop innovative products that align with market trends
We provide technical support services to our customers and
have an established global key account programme which
enables us to focus on deepening our customer relationships
COMPLEMENTARY CAPABILITIES
Our laboratories have the ability to formulate finished goods similar
to our customers products. We can test these materials to mimic
real life conditions for demonstration.
We design tailored additives to meet market unmet needs and
have the capability to test the performance of these materials in
fully formulated finished goods.
Working together with our customers we create novel
technologies that deliver sustainable solutions to consumers
and differentiated performance
Together with our customers we monitor market trends and
emerging needs and create projects which target delivering
solutions to the market
GLOBAL TECHNOLOGY SITES
Regional Innovation and customer service laboratories supporting
global technology platforms and local customer needs.
INNOVATION IN ACTION
Elementis is dedicated to offering our customers unique
technologies that deliver superior performance in end uses.
Ourglobal manufacturing footprint allows security of supply
ofour technologies.
Innovation with global key accounts ensures that we are
delivering technologies with market leading companies
Leveraging our expertise in rheology we launch products
thatdeliver elegant skin feel as well as paints that deliver
superior performance
Our world class formulators create protoypes that demonstrate
how our additives can impact differentiated claims
Technology sites:
US
Brazil
Germany
Netherlands
Taiwan
China
India
Global platforms:
Decorative Coatings
Industrial Coatings
Construction
Personal Care
Anti-perspirant
Energy
Talc
STRATEGIC PILLARS
UNDERPIN EVERYTHING
Growth
Efficiency
Product launches in 2022
18
Innovation sales*
13.3%
Technology centres
7
Investment
$15m
Scientists
>10 0
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
23
Strategy at a glance
Delivering on our strategy of
Innovation,Growth,and Efficiency
INNOVATION
OUR SUSTAINABLE APPROACH 2022 PROGRESS
PRIORITIES FOR 2023 KPIs OUR STAKEHOLDERS LINK TO RISK
We are a global leader in performance
driven additives that help create innovative
solutions for our customers. Leveraging
our capabilities in rheology, surface
chemistry and formulation, we help our
customers create better products.
Read more on pages26and27
All new product launches and pipeline
projects must have clear sustainability
credentials, whether it is a natural skin
careingredient, bio based coating additive
or talc for recyclable food packaging. We
also bring our innovative approach to our
own operations, for example recycling key
raw materials and finding value adding
outlets for waste products.
Progress:
Launched 18 new products
New and proprietary products
69% of our revenue for continuing
operations came from natural
ornaturally-derived products
Launch of 15 new products
Increase new and proprietary
products to14% of sales by 2023
Drive strategic joint customer
development projects for each global
key account
Continue to roll out digital pipeline
management tools throughout the
innovation organisation
Please refer to
pages 32-33
Portfolio innovation and technology
Global economic conditions and
competitive market pressures
Regulatory compliance and product
stewardship challenges
Intellectual property and know-how
Please refer to pages 86-94
GROWTH
OUR SUSTAINABLE APPROACH 2022 PROGRESS
PRIORITIES FOR 2023 KPIs OUR STAKEHOLDERS LINK TO RISK
Our earnings are generated from
businesses with compelling competitive
advantages and clear growth
opportunities – supported by market
megatrends, such as demand for
natural ingredients in skin care or
moreenvironmentally friendly coatings.
Read more on pages28and29
As the world looks to sustainably use
materials, we help our customers to
maximise yields from materials. We add
tothehealth and wellbeing of society
withnatural personal care products,
non-hazardous coatings additives and
materials for pollution control systems.
Wealso contribute to our customers’
sustainability goals via the delivery of
additives that can lower processing energy
requirements, reduce transportation
emissions and improve safety handling.
Progress:
Captured $59m of new business
opportunities
10% growth in Coatings
technologyplatforms
Personal Care: Double digit revenue
growth across Cosmetics and AP
Actives linked to new product launches,
skin care progress and growth in Asia
Investment to support
cosmeticsgrowthin Asia
Drive further penetration of new
hectoritebased skin care products
Ramp up of anti-perspirant actives
plantin India
Drive market share gains for
Coatingsand Talc
Further delivery of Talc
revenuesynergies
Please refer to
pages 32-33
Global economic conditions and
competitive market pressures
Business interruption as a result of a
major event or a natural catastrophe
Business interruption as a result of
supply chain failure of key raw materials
and/or third party service provision
Please refer to pages 86-94
EFFICIENCY
OUR SUSTAINABLE APPROACH 2022 PROGRESS
PRIORITIES FOR 2023 KPIs OUR STAKEHOLDERS LINK TO RISK
We constantly seek to be a fit for
purpose and more efficient business,
agile and growing, with our impact on
the environment and the communities
in which we operate at the forefront
ofour minds.
Read more on pages30and31
Our products help to make infrastructure,
buildings and consumer products more
durable, thereby extending their lifetimes.
We also strive to make our own operations
more efficient and reduce their
environmental impact by increasing
ouruse of renewable energy, recycling
water and reducing waste.
Progress:
Underpinned $10m of cost savings
fordelivery by 2023
Progress towards 2030
environmentaltargets
Continued ramp up of our anti-perspirant
actives plant in India
Delivery of $10m working
capitalsavings by end 2023
Implement continuous
improvementprojects in the supply
chain to lower costto serve and to
reduce environmental impact
Completion of multi-year
programmeto consolidate all
ourERPson to one platform
Look to eliminate majority of $7m
stranded costs from Chromium
transaction (balance in 2024)
Please refer to
pages 32-33
Business interruption as a result of a
major event or a natural catastrophe
Business interruption as a result of
supply chain failure of key raw materials
and/or third party service provision
Health and safety
Please refer to pages 86-94
OUR STRATEGY
With strong positions in attractive markets, we see clear growth
and margin improvement opportunities and expect to deliver
strong, sustainable returns. The execution of our Innovation,
Growth and Efficiency strategy will address our customers’ most
challenging problems whilst driving sustained value creation.
OUR PURPOSE
At Elementis, we bring a distinctive combination of expertise,
innovation and teamwork to every formulation challenge. We create
high-value specialty additives that enhance the performance of
ourcustomers’ products and make a positive change in the world.
PROGRESS KEY Achieved On Target
Not Achieved
* Effective 1 January 2023, the results of the Coatings and Talc segments will be reported under a new segment called Performance Specialties,
whichreflects a change in the internal organisation structure used by management, internal reporting purposes and allocation of strategic resources.
Annual Report and Accounts 2022
Elementis plc
24
INNOVATION
OUR SUSTAINABLE APPROACH 2022 PROGRESS
PRIORITIES FOR 2023 KPIs OUR STAKEHOLDERS LINK TO RISK
We are a global leader in performance
driven additives that help create innovative
solutions for our customers. Leveraging
our capabilities in rheology, surface
chemistry and formulation, we help our
customers create better products.
Read more on pages26and27
All new product launches and pipeline
projects must have clear sustainability
credentials, whether it is a natural skin
careingredient, bio based coating additive
or talc for recyclable food packaging. We
also bring our innovative approach to our
own operations, for example recycling key
raw materials and finding value adding
outlets for waste products.
Progress:
Launched 18 new products
New and proprietary products
69% of our revenue for continuing
operations came from natural
ornaturally-derived products
Launch of 15 new products
Increase new and proprietary
products to14% of sales by 2023
Drive strategic joint customer
development projects for each global
key account
Continue to roll out digital pipeline
management tools throughout the
innovation organisation
Please refer to
pages 32-33
Portfolio innovation and technology
Global economic conditions and
competitive market pressures
Regulatory compliance and product
stewardship challenges
Intellectual property and know-how
Please refer to pages 86-94
GROWTH
OUR SUSTAINABLE APPROACH 2022 PROGRESS
PRIORITIES FOR 2023 KPIs OUR STAKEHOLDERS LINK TO RISK
Our earnings are generated from
businesses with compelling competitive
advantages and clear growth
opportunities – supported by market
megatrends, such as demand for
natural ingredients in skin care or
moreenvironmentally friendly coatings.
Read more on pages28and29
As the world looks to sustainably use
materials, we help our customers to
maximise yields from materials. We add
tothehealth and wellbeing of society
withnatural personal care products,
non-hazardous coatings additives and
materials for pollution control systems.
Wealso contribute to our customers’
sustainability goals via the delivery of
additives that can lower processing energy
requirements, reduce transportation
emissions and improve safety handling.
Progress:
Captured $59m of new business
opportunities
10% growth in Coatings
technologyplatforms
Personal Care: Double digit revenue
growth across Cosmetics and AP
Actives linked to new product launches,
skin care progress and growth in Asia
Investment to support
cosmeticsgrowthin Asia
Drive further penetration of new
hectoritebased skin care products
Ramp up of anti-perspirant actives
plantin India
Drive market share gains for
Coatingsand Talc
Further delivery of Talc
revenuesynergies
Please refer to
pages 32-33
Global economic conditions and
competitive market pressures
Business interruption as a result of a
major event or a natural catastrophe
Business interruption as a result of
supply chain failure of key raw materials
and/or third party service provision
Please refer to pages 86-94
EFFICIENCY
OUR SUSTAINABLE APPROACH 2022 PROGRESS
PRIORITIES FOR 2023 KPIs OUR STAKEHOLDERS LINK TO RISK
We constantly seek to be a fit for
purpose and more efficient business,
agile and growing, with our impact on
the environment and the communities
in which we operate at the forefront
ofour minds.
Read more on pages30and31
Our products help to make infrastructure,
buildings and consumer products more
durable, thereby extending their lifetimes.
We also strive to make our own operations
more efficient and reduce their
environmental impact by increasing
ouruse of renewable energy, recycling
water and reducing waste.
Progress:
Underpinned $10m of cost savings
fordelivery by 2023
Progress towards 2030
environmentaltargets
Continued ramp up of our anti-perspirant
actives plant in India
Delivery of $10m working
capitalsavings by end 2023
Implement continuous
improvementprojects in the supply
chain to lower costto serve and to
reduce environmental impact
Completion of multi-year
programmeto consolidate all
ourERPson to one platform
Look to eliminate majority of $7m
stranded costs from Chromium
transaction (balance in 2024)
Please refer to
pages 32-33
Business interruption as a result of a
major event or a natural catastrophe
Business interruption as a result of
supply chain failure of key raw materials
and/or third party service provision
Health and safety
Please refer to pages 86-94
OUR VALUES
Safety, Solutions, Ambition, RespectandTeam are core
toourhighperformance culture and reflectedineverything
thatwedo.
OUR VISION
We aim to be a growing specialty chemicals business that
createssustainable value for all our stakeholders.
STAKEHOLDERS KEY Customers Suppliers
Employees
Investors
Regulatory
authorities
Communities and
the environment
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
25
Strategy in action
Innovation is a key
pillar for the growth
ofElementis
We are recognised as a
global leader in developing
performance driven additives
that address unmet consumer
and market needs. We
continue to focus on creating
solutions for our customers
that deliver product
performance improvements
and efficiency gains while
continuing to keep a close
eye on how sustainability
can be improved by our
customers. We leverage our
strong customer relationships
with technology leaders in
the industries and strive to
become the partner of choice
when new developments
present themselves.
Innovation
Annual Report and Accounts 2022
Elementis plc
26
CASE STUDY – DAPRO® D F
696FOR INDUSTRIAL
COATINGS AND INKS
Reducing VOC emissions has been paid
attention by more and more countries
and has become an important trend for
the development of industrial coatings
and inks. The transition from solvent-
borne to water-borne is one of the most
effective methods. With the active
investment and innovative research of
raw material manufacturers, water-borne
coatings and inks technologies are
becoming more and more mature. The
application fields are becoming more
and more extensive, such as auto-OEM,
wood coating, container coating,
construction machinery coating. The
implementation of relevant regulations
has further promoted the transformation
of solvent-borne to water-borne systems.
With the water-borne industrial coatings
market worth $38bn, and growing more
than 6% per annum which is significantly
higher than the growth rate of the whole
coatings market, there is no doubt that
this is an obvious market opportunity.
In response, we launched DAPRO® DF
696 in 2022, which is a water-borne
silicone based defoamer. Due to the
presence of more surfactants in the
formulation of water-borne system, the
anti-foaming and defoaming
performance has always been one of the
key performance requirements from
paint manufacturers. But it is often
difficult to balance defoaming ability and
compatibility. DAPRO® DF 696 uses
innovative technology to effectively
improve anti-foaming and defoaming
ability while maintaining good
compatibility, which is very helpful for
customers to design and optimise
formulations. This innovative designed
product also won the Ringier Technology
Innovation Award in 2022.
In 2022, a significant amount of effort
wasput into optimising our production
efficiency and improving our security
ofsupply of critical raw materials.
Ourtechnology teams partnered with
production and supply chain to identify
opportunities to maximise our ability to
deliver products in a timely fashion to our
customers. Significant debottlenecking
and supply chain optimisation has
delivered substantial sustainable growth
in 2022, resulting in improved security
ofsupply.
Our Innovation focus is clear. We
wanttocreate solutions for the biggest
challenges that our customers face
and,inturn, these are reflected in our
growth platform focus. In Personal Care,
consumers want natural ingredients that
deliver superior performance to synthetic
alternatives. In response, in 2022 we
launched BENTONE® LUXE XO, a
hectorite based emulsifying gel that
enables the formulation of a highly stable
emulsion that can be cold processed.
BENTONE® LUXE XO creates an elegant
emulsion system that can remain stable
with high oil phase. This product was
designed with sunscreen formulation in
mind, but is finding a home across
multiple segments in personal care.
The coatings industry wants additives that
deliver enhanced performance and ease
of application for decorative and industrial
paints. Our Supread® 2059 super wetting
agent delivers exceptional flow and
levelling properties, and can be used
across a variety of our industrial and
decorative applications in coatings.
At Elementis, our commitment to
sustainability is embedded in all our
activities, including Innovation. All our
newproduct launches and pipeline
projects must have clear sustainability
drivers. At present, 69% of our revenue,
for continuing operations, came from
natural ornaturally-derived chemistries
(upfrom 53% last year), 11 of our18
launches in 2022 were from natural or
naturally-derived chemistries, and the
other 7 have clear sustainability drivers,
including being safer for the environment
and more effective performance
capabilities. In addition, we are conscious
of the need forour products to contribute
to the overall wellbeing of society,
whether it is through dry powder additives
that reduce transportation emissions or
barrier coatings that enable 100%
recyclable food packaging.
We continue to use Innovation sales
asakey metric of our Innovation
capabilities. In 2022, our Innovation
salesdipped slightly from 13.5%
to13.3%,predominantly driven
byadecrease in Talc sales into
theautomotive plastics segment.
Whileouroverall number decreased,
ourpersonal care innovation sales
increasedby 1.0% and our Coatings
Innovation sales increased by 1.5%.
Finally, we continue to leverage open
Innovation in providing differentiation and
increased speed to market. During the
year we launched five new products from
open Innovation partnerships into
Coatings, Personal Care and home
Care.In 2023, we will continue to identify
strategic partnerships in an effort to bring
new technologies to market.
STRATEGIC REPORT CORPORATE GOVERNANCE
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Annual Report and Accounts 2022
Elementis plc
27
Strategy in action
Growth
We are targeting a
widerange of attractive
growth opportunities in
both Personal Care and
our new Performance
Specialties business,
applying our unique
chemistryto develop
sustainable solutions
forcustomers in markets
wheredemand is growing.
Read more p22
New business opportunities
delivered in 2022
$59m
Incremental skin care sales
added since 2019 at our
Capital Markets Day
$10m
New products and new business
willdrive continuinggrowth.
We see long-term sustainable
growthacross all of our personal
careand coatings sectors,
withincremental attractive
revenueopportunities.
Our target over the medium term is
tolaunch an average of 15-20 new
products annually and to generate 17%
oftotal sales from new products. In
Personal Care, wewill continue to target
in particular the skin care market and
colour cosmetics sectors in Asia,
wherewe remain under-represented,
aswell as our position in AP Actives.
InPerformance Specialties, we will
maintain our investment in our growth
platforms: premium decorative paints,
water-borne industrial costings, and
adhesives and sealants, seeking to
utilise our advantaged products
andaccess to unique materials.
Wewillalsofocus on the growth
opportunityfor Talc in the automotive
sector, as the trend towards lighter
weight vehicles sees metal components
continuing to be replaced by strong,
durable plastic equivalents.
SKIN CARE
Skin care remains a large and fast
growing sector where rheological
additives ($500m) are critical
components
In 2022, we achieved the medium
term target of $10m incremental
sales that we set at the Capital
Markets Day in 2019
The Skin Care new business pipeline
grew to >$20m. We achieved this
through new product launches based
on our unique chemistry, and offered
sustainable solutions to our
customers through improved
marketing and customer kits
(Formulating for Body, Soul and
Nature). They are fun and easy kits
which showcase the versatility and
ease-of-use of our products
Four new product launches are
planned for 2023 that will allow us an
even better entrance in oil-in-water
natural skin care products or that
willenable clinical claims for
skinconditioning
Our growth plan for skin care is well
on track, supported in 2022 by the
launch of new customer kits called
Formulating for Body, Soul and
Nature, these are fun and easy kits
that showcase the versatility and
ease-of-use of our products.
Annual Report and Accounts 2022
Elementis plc
28
In Coatings, our technology-led
growth platforms represented
approximately 40% of our total
sales in 2022
~40%
Our growth will be sustainable:
in 2022 natural and naturally-
derived products accounted
formore than 69%* of our
salesand this is increasing
69%
* For continuing operations only. It is
55% when including the divested
Chromium business revenue.
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Annual Report and Accounts 2022
Elementis plc
29
Strategy in action
Proactive response
torising costs
In 2022, Elementis was faced
with exceptional conditions
interms of input costs.
Not only did we see severe
inflation in our raw material
costs, but we also saw
strongimpacts in logistics
andenergy costs. Energy
costs in Europe were notably
affected by the Russian
invasion of Ukraine.
Efficiency
Annual Report and Accounts 2022
Elementis plc
30
31
Our proactive response to severe
inflation has involved disciplined
actionon pricing, but also steps to
improve our efficiency. Inthat way, we
were able to maintain margins and make
progress towards our medium term
financial targets.
In response to raw material inflation
anddisruption, we found alternative
suppliers, rapidly qualifying more than
teninthe first half alone. In seeking to
manage energy costs, we benefitted from
hedging strategies, although these could
not fully mitigate the impacts of rising
market prices.
Freight rates continued to increase, and
moving raw materials and products has
been more complex than usual. We
responded by seeking to be flexible in our
use of transportation modes, booking
shipping far in advance and, where
appropriate, implementing surcharges.
One important area of efficiency
gainin2022 was the full year benefit
from savings from the closure of our
Charleston, West Virginia production
plant and consolidation of capacity at our
St Louis, Missouri site. This improved
efficiency and utilisation levels across our
North American organoclay operations.
Another key efficiency response, which
will be seen over the course of 2023/24,
isthe continued ramp up of our anti-
perspirant actives plant in India, which will
be a significant enabler of an additional
$10m of savings by 2023. Alongside the
production ramp up, we are on track for
the successful completion of customer
qualification. The cost advantaged and
resilient global supply position that this
new plant gives us will enable us to
access future savings.
A key enabler of our efficiency
andsimplification drive is our digital
implementation programme. In 2022
welaid the foundation for the completion
of a multi year programme to consolidate
all our ERPs onto one platform. This is
set to be complete in 2023 and will
provide both efficiency and effectiveness
benefits (for example, enabling better
standardisation of management
information reporting).
Our team of global process engineers are
also driving our continuousimprovement
programme. In the first half, they
completed 68 projects, including the
debottlenecking of production in our
NewMartinsville plant and installation
ofenhanced water sensors in our
Sotkamo and Vuonos plants in Finland.
The team has a strong pipeline of
projects over the next 12 months that
willdrive delivery of both our cost saving
and sustainabilityambitions.
The inflation environment in 2023
remains uncertain but we are confident
that through a mixture of price actions,
agile supply chain management and
continued efficiency focus, we can
maintain and improve margins over time.
CONTINUOUS IMPROVEMENT
INITIATIVES
ELIMINATION OF IRRADIATED
GEL RAW MATERIAL, LIVINGSTON
Problem statement: Organoclay
produced at Livingston and shipped to
a toller in the Netherlands for irradiation
before being returned to the site for
manufacture of Personal Care gels.
Thepurpose of the irradiation step
istodestroy bacteria. Customers
desirenatural ingredients so could
weproduce gels without using
irradiated organoclay and still
meetthebacteria specification?
Goal: Manufacture gels without using
irradiated organoclay and still achieve
the bacteria specification and satisfy
the natural ingredient criteria for
thecustomer.
Solution: Modify process conditions
and substitute the irradiated organoclay
with non-irradiated organoclay.
Benefit: These changes delivered
savings of over $100k per year and
remove the need for irradiation which
isundesirable for our customers. The
supply chain is simplified and Scope 3
transport emissions are reduced.
STRATEGIC REPORT CORPORATE GOVERNANCE
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Annual Report and Accounts 2022
Elementis plc
31
Key performance indicators
Measuring our progress
Adjusted operating
cash flow ($m)
$64.2m
2020 $10
9.8m
$76.0m
$64.2m
2
021
2
022
2019
DEFINITION
Adjusted operating cash flow is defined
asthe net cash flow from adjusted EBITDA
plus changes in working capital, provisions
and share based payments, less net
capitalexpenditure.
PERFORMANCE
Further information can be found
onpage80.
REMUNERATION LINKAGE
No direct linkage with remuneration.
LINK TO STRATEGY
Adjusted Group profit
before tax ($m)
$80.9m
2020
$44.1m
$59.6m
$
80.9m
2
021
2
022
2019
DEFINITION
Adjusted Group profit before tax is defined
as the Group profit before tax on total
operations (continuing and discontinued)
after adjusting items, excluding adjusting
items relating to tax.
PERFORMANCE
Further information can be found
onpages178-182.
REMUNERATION LINKAGE
Adjusted Group profit before tax is a key
element of the bonus plan for the Executive
Directors. Further information can be found
within the Directors’ Remuneration report
on pages 128 and 142.
PERFORMANCE
Contribution
margin (%)
47. 3%
2020
46.4%
46.6%
47.3%
2
021
2
022
2019
DEFINITION
Contribution margin is defined as total
revenue less all variable costs, divided
bytotal revenue and expressed as
apercentage.
PERFORMANCE
Further information can be found
onpage223.
REMUNERATION LINKAGE
No direct linkage with remuneration.
LINK TO STRATEGY
Adjusted operating profit/adjusted
operating margin ($m)
$100.5m
2
020
$71.2m
$88.0m
$100.5
m
2
021
2
022
2019
DEFINITION
Adjusted operating profit is the profit
derived from the continuing operations
ofthe business after adjusting items.
Adjusted operating margin is the ratio of
adjusted operating profit to total revenue.
PERFORMANCE
Further information can be found
onpage223.
REMUNERATION LINKAGE
No direct linkage with remuneration.
LINK TO STRATEGY
Average trade working
capital to sales ratio (%)
22.5%
2020
22.2%
17.7%
22.5%
2
021
2
022
2019
DEFINITION
The trade working capital to total revenue
ratio is defined as the 12 month average
trade working capital divided by total
revenue, expressed as a percentage.
Tradeworking capital comprises
inventories, trade receivables and
tradepayables. It specifically excludes
prepayments, capital or interest related
receivables or payables, changes due to
currency movements and items classified
as other receivables and other payments.
PERFORMANCE
Further information can be found
onpage223.
REMUNERATION LINKAGE
Average trade working capital is a key
element of the bonus plan for the Executive
Directors. Further information can be found
within the Directors’ Remuneration report
on page 142.
LINK TO STRATEGY
Annual Report and Accounts 2022
Elementis plc
32
Adjusted return on operating capital
employed (ROCE) (%)
15%
2020 10%
13%
15%
2
021
2
022
2019
DEFINITION
ROCE is defined as operating profit after
adjusting items divided by operating capital
employed, expressed as a percentage.
Operating capital employed comprises fixed
assets (excluding goodwill), working capital
and operating provisions. Operating
provisions include self-insurance and
environmental provisions but exclude
retirement benefit obligations.
PERFORMANCE
Further information can be found
onpage223.
REMUNERATION LINKAGE
ROCE is an underpin for the long term
incentive plan. ROCE including goodwill
was 9.4% (2021: 7.4%).
LINK TO STRATEGY
Total recordable incident rate (TRIR)
0.67
2020 0.68
0.9
0.67
2
021
2
022
2019
DEFINITION
We use the US Occupational Safety and
Health Administration (OSHA) definition for
recordable injuries and illnesses. TRIR is
the total number of recordable incidents
multiplied by 200,000 divided by total
hours worked by all employees during
theyear.
PERFORMANCE
Further information can be found
onpage61-63.
REMUNERATION LINKAGE
Non-financial targets within the Executive
Directors’ annual bonus structure typically
include a component of individual
objectives relating to safety performance.
Further information can be found on
page143.
LINK TO STRATEGY
Total Lost time
accidents (LTA)
3
2020 3
3
4
2
021
2
022
2019
DEFINITION
An LTA is an injury or illness that requires
time away from work not including the day
of incident.*
* We tightened this indicator in 2021. In prior
years, we reported only LTAs with three days
orgreater time lost.
PERFORMANCE
Further information can be found
onpage61-63.
REMUNERATION LINKAGE
Non-financial targets within the Executive
Directors’ annual bonus structure typically
include a component of individual
objectives relating to safety performance.
Further information can be found on
page143.
LINK TO STRATEGY
Environmental incidents
1
0
2020 0
0
0
2
021
2
022
2019
DEFINITION
We record and categorise environmental
incidents into tiers based on the severity or
actions taken by regulatory authorities. Tier
3 incidents are those that have a significant
impact on the environment and require
reporting to an external authority and
where enforcement action is likely. Tier 2
incidents have a minor impact and require
notification but are likely to result in
minimal action by the authorities.
PERFORMANCE
Further information can be found
onpage61-63.
REMUNERATION LINKAGE
Non-financial targets within the Executive
Directors’ annual bonus structure include a
component of individual objectives relating
to safety performance. Further information
can be found on page 143.
LINK TO STRATEGY
1 There were no Tier 3 or Tier 2 environmental incidents in 2022.
KEY TO STRATEGIC PRIORITIES Innovation Growth Efficiency
Non-financial KPIs Financial KPIs
STRATEGIC REPORT CORPORATE GOVERNANCE
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Annual Report and Accounts 2022
Elementis plc
33
Q
A
Key stakeholder questions
How are you creating a
more sustainable world?
Phil Blakeman
Global Sustainability Director
As greenhouse gas (GHG) emissions
continue topush the world to an uncertain
future, delivering increasingly sustainable
products is critical to Elementis, to our
customers and to our other stakeholders.
Building on our operational emission
reduction progress since 2019, and
newlyinformed by a more complete
understanding of our entire carbon
footprint and practical options to reduce
it,in 2022 we set out an ambition toreach
Net Zero by 2050 and committed toset
ascience-based reduction target. This
ambition helps motivate our innovative
people and supports our investments in
projects that secure a sustainable and
successful future.
The divestment of our Chromium business
has substantially changed our corporate
sustainability profile, with some large
impacts moving out of Elementis, as
detailed in this report. Our sustainability
focus supports growth in our continuing
operations and I am excited by the
opportunities we have to contribute
toasustainable world.
Annual Report and Accounts 2022
Elementis plc
34
REDUCING GHG EMISSIONS
This year, we set out an ambition to
reach Net Zero by 2050 and made a
commitment to set a science-based target
for GHG emissions reduction, based on
betterunderstanding of emissions in our
valuechain (Scope 3) and energy efficiency
anddecarbonisation opportunities for our key
processes. Since 2019, across our continuing
operations, we have increased our share of
renewable orlow carbon purchased energy to
77% and reduced our Scope 1 and Scope 2
(market based) emissions by58% (91,359
tonnes CO
2
eq), halving the emission
intensity (tonne CO
2
eq pertonne
produced) of ourproducts.
Read more – page 42
Scope 1 and 2 (market
based) GHG reduction for
continuing operations
58% since 2019
Renewable / low carbon
energy purchased in 2022
77%
STRATEGIC REPORT CORPORATE GOVERNANCE
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Annual Report and Accounts 2022
Elementis plc
35
Sustainability
We are a global leader in high performance additives and strive
to use our expertise to shape positive outcomes in the parts of
society and the environment that our business impacts.
With our differentiated chemistry and responsible management
ofnatural resources, we create better additives that also help our
customers design products with sustainability benefits.
We fully support the United Nations Sustainable Development Goals
(UN SDGs) and are committed to maintaining a business which
contributes to their delivery. We recognise that it is important for our
business to create value for all our stakeholders, and successfully
doing so improves the performance and resilience of our business.
We continue to enhance our business processes to better
incorporate sustainability considerations in decision-making and
totrack our progress effectively. We are committed to responding
tothe climate crisis while actively promoting a fair and inclusive
culture, underpinned by our non-negotiable ethics and values,
aclear focus on safety in ouroperations and product designs,
andthe efforts of our outstanding employees.
To help achieve our aim of being a leader in delivering sustainable
performance additives with positive outcomes, we have organised
our sustainability strategy into three pillars (below). They incorporate
the most material issues that we have identified as important to
achieve value for our stakeholders while delivering on our overall
business strategy.
PROTECTING THE
ENVIRONMENT
SUPPORTIVE
CULTURE
RESPONSIBLE
BUSINESS
GUIDING PRINCIPLES
Designing better products that
useless resources and create
lesspollution
GUIDING PRINCIPLES
Working safely and respecting each
other while creating opportunities for
everyone to make an impact
GUIDING PRINCIPLES
Doing what is right – internally and
with our business partners – and
showing the outcomes of our actions
SDG SUPPORTED SDG SUPPORTED SDG SUPPORTED
MATERIAL ISSUES
Customer sustainability solutions
Product design and
lifecycle management
GHG emissions
Water management
Waste minimisation
Energy management
Ecological impacts
Air emissions
MATERIAL ISSUES
Employee health,
safety & wellbeing
Employee Diversity,
Inclusion & Engagement
Labour practices
Community relations
MATERIAL ISSUES
Business ethics
Responsible supply
chain management
Efficient & resilient supply
of raw material
Management of regulatory aspects
Product quality & safety
Competitive behaviour
Data security
Physical impact of climate change
Critical incident risk management
EXAMPLE KPIS
Revenue from naturally-
derived products
GHG emissions
Environmental metrics
% low carbon energy
Customer feedback
EXAMPLE KPIS
TRIR
LTA
% women in leadership
Gender pay gap
Employee engagement
Training completed
Employee feedback
EXAMPLE KPIS
Whistleblowing incidents
Supply Chain performance
Third party ratings
Data security incidents
Stakeholder feedback
Annual Report and Accounts 2022
Elementis plc
36
We continue to develop our sustainability strategy, informed
byimproved data and risk analysis. For example, in 2022, we
completed our first assessment of value chain (Scope 3) GHG
emissions to understand fully our carbon footprint and our
opportunities to improve it. Since our 2019 baseline, we have
reduced our Scope 1 and Scope 2 (market-based) GHG emissions
in our continuing operations by 91,359 tonnes (58%). In2022,
wemade a public commitment to reduce our greenhouse gas
emissions in our operations and value chains in line with the UN
Paris agreement via the Science Based Targets initiative (SBTi).
Weare currently developing the exact details of this science-based
target and plans to achieve it. Our target will need to be ratified by
SBTi by the end of 2024 at the latest. Our third-party sustainability
risk assessments will continue to develop, and combined with
lifecycle analysis and Scope 3 data, will bring additional
understanding of opportunities to improve sustainability in our
supply chain. We continue to deliver better products for our
customers, and in 2022 we increased our revenue share from
products with over 50% naturally-derived content (as defined
byISO16128) to 69% (for our continuing operations, up from
66%in 2021).
BENEFICIAL PRODUCTS
Our products are a visible demonstration of our commitment
tobring sustainability-related benefits to society. They support
various SDGs, including responsible consumption and production
(through products that enabling more efficient use of resources),
climate action (with products that lower energy requirements when
used), and good health and wellbeing (through products that help
minimise pollution and improve health). A selection of our product
types and the SDGs they support is shown in the table below.
SUSTAINABILITY GOVERNANCE
Oversight of our sustainability strategy, risks and opportunities
andprogress is at Board level. The CEO and Executive Leadership
team (ELT) approve the sustainability programme and provide senior
level support to the Sustainability Director and Environmental
Sustainability Council (ESC) to embed sustainabilityacross
thebusiness.
BOARD
Oversight of Elementis’ sustainability strategy and progress,
withan emphasis on material issues.
E LT
Approval and delivery of the sustainability strategy, review
ofprogress and provision of resources to ensure sustainability
is embedded in various business processes.
E S C
Cross-functional group, chaired by our Sustainability
Director,which meets monthly to review progress on
sustainability initiatives and develop new areas of focus.
PROJECT TEAMS
Deliver on specific aspects of our sustainability agenda.
OUR PRODUCT BENEFITS AND THE SDG THEY SUPPORT
BUSINESS
AREA
SUSTAINABILITY
THEME
APPLICATION BENEFIT SDG
PERFORMANCE
SPECIALTIES
Resource
efficiency
Our bio-based additives minimise the need for fossil-derived chemicals.
Using our talc in the treatment of wood pulp improves yields and lowers the amount of
chemicals needed.
Minimising
pollution
Our additives support the formulation of low VOC paints by our customers, leading to
less air pollution.
Our talc is a key ingredient of ceramic honeycombs used for pollution control to remove
particulates and other toxins from gasoline and diesel engine exhausts.
Barrier coatings for improved compostability and recyclability of food packaging use
our talc.
Concentrated powdered additives that replace liquid additives, lowering logistics
emissions and avoiding use of biocide stabilisers.
Lower energy
demand
Our talc is used as a filler in lightweight plastics for electric and hydrocarbon-fuelled
vehicles, increasing vehicle efficiency in-use.
Our additives can work at low temperatures, lowering energy demands during
formulation of adhesives and sealants.
Lower drying energy is needed for paper manufacturing when our talc is incorporated.
PERSONAL
CARE
Resource
efficiency
Our bio-based additives minimise the need for fossil-derived chemicals.
Lower energy
demand
Our additives can work at low temperatures, lowering energy demands during
formulation of personal care and cosmetic products.
Human
health
Active ingredients used for the treatment of indigestion and other
gastroentericailments.
STRATEGIC REPORT CORPORATE GOVERNANCE
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Annual Report and Accounts 2022
Elementis plc
37
Sustainability
Refreshed Code of
Conduct and Employee
Value Proposition
Launched
Reduction in absolute
Scope 1 and 2 (market
based) GHG emissions
11%
2030 environmental targets
met in 2022
3 out of 4
* for our continuing operations
Revenue share from
products that are
naturally-derived
69%
Science Based Targets
initiative
Committed
Purchased energy
from renewable or low
carbon sources
77%
Women in senior leadership
positions
37%
THIRD PARTY RATINGS AND MEMBERSHIPS
We aim to be transparent about our risks, actions and progress
towards being a sustainable business. We participate in various
third-party programmes to facilitate transparency.
As part of our support for the United Nations Global Compact
(UNGC), we update our communication on progress every August.
The latest UNGC communication detailing the steps we have taken
relating to human rights, labour, environment and anti-bribery and
corruption is available on our website. Our Board of Directors
annually approves our Modern Slavery transparency statement.
This is available on our corporate website and describes the steps
that we have taken to prevent modern slavery and human
trafficking in our business and supply chain.
We annually disclose climate and water related information to
theClimate Disclosure Project (CDP), and our disclosures are
available on their website. In 2022, our climate score improved
toB(2021: B-), while our water score was C (2021: B-).
OUR APPROACH TO REPORTING
We have reported with reference to the GRI Standards for
the period 1 January 2022 to 31 December 2022, and also to
SASB chemicals sector standards. How we identify ESG
topics of material importance is described on page 39.
GRI content index: page 227 SASB index: page 229
We support various external rating agencies in their assessment of
our ESG performance. In 2022, we again achieved EcoVadis Gold,
with an improved score over 2021 (2022: 72; 2021: 68). This puts
usin the top 3% of companies rated by EcoVadis in our sector.
We maintained our ratings at MSCI, Sustainalytics and FTSE4Good.
We are active members in the Scientific Association of European
Talc Producers (Eurotalc) and the European Bentonite Association
(EUBA), which are both sections of the Industrial Minerals
Association (IMA) Europe. In 2022, we were a member of the
International Chromium Development Association (ICDA) and
wereawarded their responsible Chrome for the second year
running, the only chromium chemicals company to achieve this.
KEY 2022 IMPACTS*
EcoVadis Gold
2
nd
year
Annual Report and Accounts 2022
Elementis plc
38
Materiality
We aim for our strategic priorities to maximise beneficial impacts and
minimisenegative impacts to society and the environment. To do this,
ourpriorities must reflect the full reality of the world in which we operate.
Early in 2022, our Sustainability Director led a materiality
assessment process to help us identify the sustainability issues
thatmatter most to our stakeholders (including customers,
investors, regulators, and our employees) and incorporate the
perspectives of a range of stakeholders into our sustainable
business approach.
We considered issues highlighted by leading institutions such
asthe UN SDGs, the UNGC, and the Sustainability Accounting
Standards Board (SASB). We also considered if there were
additional issues arising from stakeholder feedback and emerging
from our core business strategy. We weighted the issues for
importance to stakeholder groups and for the resilience of
ourbusiness. The outcome was used to confirm our sustainability
priorities across our global business. For example, following our
materiality assessment, we have committed to set a science-based
target for greenhouse gas emissions reduction.
DIVESTMENT OF OUR CHROMIUM BUSINESS
The timing of our 2022 materiality assessment meant that
considerations from our Chromium business were fully included.
Atthe end of November 2022, we announced that a sale of this
business had been agreed. In 2023, we will refresh our materiality
assessment to ensure it reflects the material sustainability issues
relevant to the updated Group profile.
MATERIALITY PROCESS
We first identified a long list of
material issues, informed by the
UNSDGs, UNGC, chemical sector
peer companies and third-party
sustainability rating companies such
as EcoVadis. We recognised the
SASB material topics as potentially
relevant to us. We validated the
relevance of these topics with
oursenior leaders and, in that
process, identified that ‘Customer
sustainability offering’ should be
included, to reflect the value-add
wecan bring to our customers’
ownsustainability agenda.
A workshop was held with
the senior leaders best positioned
torepresent different stakeholder
groups (customers, investors,
employees, regulators). This team
consisted of the CEO, CFO, General
Counsel & Company Secretary,
CHRO, SVP Manufacturing and
Supply Chain, SVP Global
Technology, CIO, SVPs of our
fourBUs, Investor Relations,
andSustainability Director.
This team rated each issue as high,
medium, or low importance to that
stakeholder group, based on the
conversations and interactions over
the past twelve months. The ratings
were debated and refined by all and
translated into a single score for
each issue. Thus, issues of high
importance to multiple stakeholder
groups scored more highly.
The issues were then rated
bythesame leadership group
forimportance to our business,
(financial and reputational impact
and likelihood of occurrence),
usingsimilar scoring criteria to
thatof our Group Risk process.
Again, the ratings were debated
andrefined by all before finalising
the score for each topic.
Analysing the output resulted
inincreased understanding of
thematerial issues for Elementis,
and their relative importance.
Theoutcome was reviewed by the
ELT and the Board, and was used
toreinforce the strategic priorities
ofthe business. As part of the follow
on work, further assessment was
conducted on ethics risks for the
business (see page 68).
1 2
3 4 5
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Elementis plc
39
BUSINESS IMPACTMEDIUM HIGH
STAKEHOLDER IMPORTANCE
MEDIUM HIGH
2
6
7
8
1
4
5
3
9
10
12
11
21
19
20
17
16
1415
13
18
OUR MATERIALITY MATRIX
OUR MATERIAL ISSUES
Materiality full chart
PROTECTING THE ENVIRONMENT SUPPORTIVE CULTURE RESPONSIBLE BUSINESS
Communicate actions/plans widely
Listen sensitively
Targeted activities
Opportunities to generate wide-ranging value/benefits with proactive,
innovative action plans and frequent dialogue
Best practice/risk management
1
GHG emissions
9
Labour practices
13
Business ethics
2
Ecological impacts
10
Community relations
14
Management of
regulatory aspects
3
Water management
11
Employee health, safety & wellbeing
15
Product quality & safety
4
Customer sustainability solutions
12
Employee diversity, inclusion
&engagement
16
Responsible supply chain
management
5
Energy management
17
Competitive behaviour
6
Waste & hazardous
material management
18
Data security
7
Air emissions
19
Efficient & resilient
supply of raw material
8
Product design &
lifecycle management
20
Critical incident risk management
21
Physical impact of climate change
Annual Report and Accounts 2022
Elementis plc
40
PROTECTING THE
ENVIRONMENT
GHG EMISSIONS
Reducing emissions from our own
operations and throughout our value
chain, by improving efficiencies,
using renewable and low carbon
energy, and designing better
products. See pages 42-56.
ECOLOGICAL IMPACTS
Ensuring our own mining and factory
operations and mineral & biochemical
supply chains reduce the negative
impacts of resource extraction (such
as spill prevention and tailings
management) and identifying
opportunities to enhance biodiversity
in the local area. See page 60.
WATER MANAGEMENT
Reducing water withdrawal
&consumption and preventing
pollution by improved operating
efficiency, water recycling and
designing better products
&processes. See page 59.
C U S T O M E R
SUSTAINABILITY
SOLUTIONS
Anticipating and responding to
changing customer demands for
more sustainable products (such
ashigher natural material content),
or products which enable customers
to improve sustainability (such as
lowering energy use). See pages
24-31, 37.
ENERGY MANAGEMENT
Increasing energy efficiency
toimprove operating practices,
processes and products, including
upgrading and electrification of
equipment. See pages 57-58.
WASTE & HAZARDOUS
MATERIAL MANAGEMENT
Minimising the waste generated
inour operations by improved
processes and efficiency, while
looking for alternatives to hazardous
materials. See pages 59, 70.
AIR EMISSIONS
Minimising emissions to air in our
operations by utilising appropriate
control technologies. See page 60.
PRODUCT DESIGN AND
LIFECYCLE MANAGEMENT
Designing products that have a
lower impact on the environment
across their full lifecycle than
previous generation products.
Seepage 37.
RESPONSIBLE
BUSINESS
BUSINESS ETHICS
Conducting business consistent
withour values, including upholding
human rights and preventing modern
slavery, bribery, corruption and
discrimination of all kinds.
Seepages 68-69.
MANAGEMENT OF
REGULATORY ASPECTS
Meeting all regulatory requirements
across our business while preparing
for impending regulatory changes.
See page 92.
PRODUCT QUALITY
& SAFETY
Ensuring our products are designed
using precautionary principles, any
product use risks are communicated
clearly to customers, and products
are registered in line with regulatory
requirements. See page 70.
RESPONSIBLE SUPPLY
CHAINMANAGEMENT
Promoting social and environmental
improvement opportunities in our
supply chains while minimising risks
and negative impacts. See page 70.
COMPETITIVE BEHAVIOUR
Managing business relationships
and intellectual property in a
waywhich protects our innovation
and supports fair competition.
Seepage68.
DATA SECURITY
Ensuring our business practices and
IT systems protect the information of
individuals and companies against
inappropriate access. See page 69.
EFFICIENT AND RESILIENT
SUPPLY OF RAW MATERIAL
Optimising our supply chain to
ensure timely access to key raw
materials is secure. See pages 16-17.
CRITICAL INCIDENT
RISKMANAGEMENT
Management systems to prevent
and respond to critical incidents,
such as an operational emergency.
See page 62.
PHYSICAL IMPACT
OFCLIMATE CHANGE
Management of business exposure
to a changing climate, such as
extreme weather preparedness
within our operations and supply
chains. See page 49.
SUPPORTIVE
CULTURE
LABOUR PRACTICES
Looking after our employees with
supportive and flexible benefits and
personal growth opportunities while
ensuring we remain compliant with
employment law, including non-use
of forced labour. See pages 65-66.
COMMUNITY RELATIONS
Working closely with the communities
where our facilities are located on
local issues, through community
volunteering, charitable donations
and dialogue. See page 67.
EMPLOYEE HEALTH,
SAFETY & WELLBEING
Enabling our employees to go
homefit and healthy every day,
through providing education,
training, behavioural expectations
and suitable equipment. See
pages61-62.
EMPLOYEE DIVERSITY,
INCLUSION AND ENGAGEMENT
Providing an environment where
allour employees are respected
forwho they are, are treated fairly
and equitably, and feel they are
empowered to make an impact
onthe business. See pages 63-65.
Our material topics
STRATEGIC REPORT CORPORATE GOVERNANCE
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41
Climate strategy
This year, we have completed our first Scope 3 emissions
assessment and introduced a financial assessment element to
certain climate risks. These considerations have further informed
our climate strategy and our first Net Zero transition plan, as well
as fully aligning with the eleven recommendations of TCFD. In this
way, we continue to improve our resilience to different climate
change scenarios.
Our climate strategy, including our Net Zero transition plan, TCFD
disclosures and GHG emissions are summarised below.
LISTING RULE 9.8.6R STATEMENT
Elementis plc has complied with the requirements of
listingrule 9.8.6R by including climate related financial
disclosures consistent with the TCFD framework
recommendations and guidance on pages 42-56.
GOVERNANCE
The governance of climate related risks and opportunities is
integrated into our overall risk management framework. Our Board
has a diverse set of skills and experience (page 118), helping to
embed climate considerations into our strategy in a balanced way.
At Board level, the CEO’s report highlights ESG progress including
climate strategy and related risks and opportunities, with further
detailed management updates provided on a bi-annual basis. This
year these included our Net Zero transition plan and the impact
ofthe sale of our Chromium business (see pages 74-75 for further
information). The Audit Committee has oversight of our TCFD
process and disclosure recommendations through management-
prepared materials.
Our CEO has ultimate accountability for our strategic response
toclimate related risks and opportunities. Progress towards our
2030 environmental targets (which include climate-related targets
of greenhouse gas emission and energy intensities, see page 57)
arepart of the performance objectives of both the CEO and CFO
(see page 127). The Executive Leadership Team (ELT) members
areresponsible for delivering aspects of our climate strategy and
managing related risks and opportunities (as part of our wider risk
management process). Our Sustainability Director is responsible
for driving our overall sustainability strategy, providing the
Boardand ELT with formal updates bi-annually, and chairs our
Environmental Sustainability Council (ESC). The Sustainability
Director works closely with the Risk Management function to
integrate climate-related risks into the broader risk picture. The
ESC meets monthly and oversees project progress and outputs
and identifies necessary actions on climate related topics.
TCFD GOVERNANCE DISCLOSURES
Describe the Board’s oversight of climate related
risks and opportunities
Describe management’s role in assessing and
managing climate related risks and opportunities
Climate change is driving opportunities for new products in the
markets we serve. Our response to climate change is a crucial
part of our business strategy, shaping both how we design
products and how we bring them to market.
CLIMATE & TCFD GOVERNANCE STRUCTURE
B O A R D
AUDIT COMMITTEE REMUNERATION COMMITTEE
EXECUTIVE
LEADERSHIP
TEAM
INTERNAL
AUDIT
ENVIRONMENTAL
SUSTAINABILITY
COUNCIL
RISK & CONTROL MANAGEMENT
CLIMATE-RELATED
WORKING
GROUPS
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Elementis plc
42
STRATEGY
As a speciality additives business, the market segments in which
we operate are highly diverse, with our products necessary for
awide range of economic activities. Our strategy of Innovation,
Growth, and Efficiency incorporates climate and sustainability
related opportunities:
OUR CLIMATE COMMITMENTS
To deliver on these opportunities, we also recognise the importance
of setting a clear ambition for our climate strategy thataligns with
our values and business environment. Therefore, in2022, we
extended our ambition from becoming carbon neutral to reaching
Net Zero by 2050, supporting the intention of the 2015 Paris
Agreement and the national plans of most jurisdictions in which
weoperate, as well as meeting the expectations of many other
stakeholders (including customers, investors, and employees).
We also committed to set a science based GHG emissions
reduction target via the Science Based Targets initiative (SBTi).
This target will include reductions for our full value chain emissions
(i.e. Scope 1, Scope 2, and Scope 3).
I N N O VAT I O N
CLIMATE DRIVER
Climate concerns drive our customers to look for products
withlower entrained carbon impacts.
OPPORTUNITY
Products that use carbon-based ingredients from renewable
orrecycled sources instead of fossil fuels.
OUR RESPONSE
Increasing the amount of bio-derived materials in our products
(see our naturally-derived revenue metric on page 37).
GROWTH
CLIMATE DRIVER
End-users want to consume less resources (for example,
energy, materials, water).
OPPORTUNITY
Providing ingredients with features that our direct customers
can use to benefit their customers and wider society.
OUR RESPONSE
Designing products that enable lower resource use, such as
barrier coatings for paper-based food packaging, and additives
for VOC-free paints (see page 37).
EFFICIENCY
CLIMATE DRIVER
Customers want resilient supply of additives with low
environmental impact.
OPPORTUNITY
Ensure we continually improve the sustainability of our product
manufacturing and supply.
OUR RESPONSE
Our environmental targets (see page 57) and risk management
(see pages 47-51) help us to deliver increased sustainability,
reliability and efficiency while lowering the climate risks within
the value chain.
To make these commitments in an informed manner, and to
support the development of our Net Zero transition plan (page 44),
we conducted various analyses:
Scope 1: Detailed assessment of energy efficiency
&decarbonisation options at six of our key strategic
sites,covering 88% of our Scope 1 emissions.
Scope 2: Review of renewable electricity markets in the
jurisdictions we operate.
Scope 3: Quantification of our value chain emissions and
identification of initial areas of focus.
The emission reduction activities and investments identified were
then overlaid on a business-as-usual projection of our emissions.
Two phasings for the activities were considered – rapid and
balanced – and the potential sale of the Chromium business
wasalso considered.
This work concluded that even with a balanced approach, we had
identified options that could reduce emissions in line with the SBTi
pathway to reach a science-based target, particularly when our
Chromium business was removed from our emissions footprint
(see box). The Board reviewed and endorsed the plan and the
recommendation to set an SBT with the ambition to reach Net Zero
by 2050 in December 2022.
Under the SBTi framework, we have two years to validate an
emissions reduction target that aligns with climate science. This
gives us until 2024 to finalise our actual target. During 2023 and
into 2024, we will continue to develop our target while:
1
conducting further analysis of Scope 1
emissionreduction potential
2
continuing our energy efficiency and low
carbonelectricity procurement programmes
3
implementing specific product design and raw
materialchanges
4
considering the impact of SBTi’s Food, Land &
Agriculture guidance (FLAG) and the expected
Chemicals sector decarbonisation guidance on
theexact form of our SBT
ACHIEVING NET ZERO BY 2050
We have a clear ambition to reach Net Zero by 2050, but we
arestilldeveloping a better understanding of the options available
for deep decarbonisation ofour high temperature processes,
assessing the implications of our Scope 3 emissions. This then
defines the extent that carbon sequestration and offsets are
important for our Net Zero ambition, and if we should include
Scope 3 in that ambition. For example, in Livingston, UK, we
areworking with our equipment supplier to understand the
compatibility of a key gas burner with hydrogen, but we require
more understanding of the future availability, infrastructure
andcosts for hydrogen and similar solutions across our global
locations. The complexity of our supplier base also means we
need further analysis to define our full potential to reduce our
Scope 3 emissions. SBTi does provide an approach to set a
science-based Net Zero target (requiring a 95% reduction of
Scope 1 and 2 emissions and a 90% reduction of Scope 3
emissions). We have not committed to that specific SBTi Net
Zerotarget at this time pending our ongoing analyses. However,
committing to an SBT helps to ensure we do the right thing in the
next decade.
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Elementis plc
43
Our priority is to reduce our absolute GHG emissions.
However, high quality carbon offsets can have a role in
ourmanagement of hard-to-abate emissions. In 2022, we
purchased our first carbon offsets for our Livingston, UK
plant, allowing to us to learn about the offset market and the
risks and benefits. We offset 6,128 tonnes CO
2
eq emissions
ata cost of $55,764. The offset project was a Gold Standard
and Clean Development Mechanism verified wind farm in
Nicaragua, with a capacity to avoid over 500,000 tonnes of
CO
2
e emissions. Combined with renewable electricity used
atthe site, these offsets mean Livingston manufacturing
processes for Personal Care products can be considered
carbon neutral for approximately three years. Our reported
GHG emissions data (pages 53-56) does not include these
offsets. Offsets are increasingly expected to involve carbon
sequestration, and our main learning is to strengthen our
project selection criteria for offset purchases.
Use of offsets
Climate strategy continued
NET ZERO TRANSITION PLAN
Our transition plan to reach Net Zero is depicted below. Under
current SBT rules, our commitment to set an SBT means a minimum
annual reduction of 4.2% of baseline year emissions for Scope 1
and2, and a minimum annual reduction of 2.5% of baseline year
emissions for Scope 3. Defining our target and baseline years is part
of the SBT definition work we are conducting. Between 2019 and
2022, our Scope 1 and 2 (market-based) emissions have reduced by
58% for our ongoing operations, ahead of the reduction rate required
by a SBT.
Energy efficiency underpins our Net Zero plan. The projects involve
operational gains, equipment upgrades and some fuel switching.
Low carbon electricity purchases involve purchasing renewable
ornuclear energy certificates or using PPA and other contractual
agreements, subject to local market conditions. Building on our initial
assessment work and energy efficiency projects already identified,
each site will develop a detailed emission reduction roadmap that
contributes to our SBT, followed by a strategy to tackle difficult to
decarbonise processes, which we estimate will start in earnest
fromaround 2030.
Our Scope 3 emissions will benefit from ongoing energy efficiency
work and other operational efficiencies such as our waste reduction
efforts. The largest opportunity to leverage reductions is in our raw
materials, where we can implement changes to product designs
andthe specific raw materials used, while engaging with our
suppliers on their decarbonisation journey. We continually drive
logistics efficiencies, but we expect the decarbonisation
oftransportation sector to have the biggest impact on
reducingourlogistics emissions.
While our downstream Scope 3 emissions are relatively small,
asthemarkets we operate in respond to the climate crisis, we
seeopportunities to shift our portfolio to products with improved
sustainability credentials (such as naturally-derived products)
andlower entrained carbon, supported by lifecycle assessments.
KEY
Ambition & targets
Energy efficiency
Scope 2 emissions
Scope 1 emissions
Scope 3 emissions
Product design & portfolio
2022 2023 2024 2025 2027 2030 2035 2040 2050
SBT
commitment
SBT
development
SBT
certified
Assess Net Zero
pathway details
SBT target
window
Net
Zero
Energy efficiency projects continuously implemented
Site SBT plans further developed Site SBT plans implemented
Develop strategy for difficult to decarbonise
process including extent of offsets
Implementation of strategy for difficult
to decarbonise processes
Low carbon electricity purchases expanded
Various Scope 3 efficiencies
Product LCAs expanded
Sustainability impact of product portfolio enhanced
Introduce raw materials with lower carbon footprint
NET ZERO TRANSITION PLAN
Annual Report and Accounts 2022
Elementis plc
44
IMPACT OF CHROMIUM DIVESTMENT
ON OUR CLIMATE STRATEGY
In November 2022, we announced that we had agreed the
sale of our Chromium business as part of a strategic review
of our business portfolio.
The Chromium business was highly energy intensive,
andhad a disproportionate contribution to our emissions
footprint, contributing 77% of our 2022 Scope 1, 47% of our
location-based Scope 2, and 33% of our Scope 3 emissions
against a revenue contribution of 20%. Greater detail on our
changed emissions footprint is provided on pages 52-56.
The divestment lowers our emissions footprint and changes
our emission profile and climate-related risks:
Hard-to-abate Scope 1 emissions are substantially lower.
Scope 2 emissions increase relative to Scope 1, meaning
a greater proportion ofour operational emissions can be
removed by use of renewable / low-carbon electricity.
Scope 3 emissions become smaller and simpler
withtheloss of the entire value chain associated with
Chromium raw materials and products. Scope 3 becomes
a greater proportion of our total carbon footprint.
Our emissions intensities (tonne GHG emission per tonne
produced and per $M revenue) are substantiallyimproved.
Risk from asset exposure to extreme weather events in
the southern United States is smaller for our new footprint.
Our potential exposure to future carbon and fossil fuel
price trends is substantially reduced relative to the
revenue of the continuing business.
The divestment means we can better align our sustainability
investments with our business strategy, which will help
deliver against our SBT commitment and to reach Net Zero.
CLIMATE SCENARIOS
To help us with our medium and long-term climate planning we
conducted a climate scenario analysis (CSA). We used climate
scenarios defined by the Network for Greening the Financial Systems
(NGFS). NGFS is internationally recognised for its work to advance
climate science and contributes to the International Panel on Climate
Change’s (IPCC) work. NGFS has defined six climate scenarios
thatexplore possible economic and financial impacts of climate
change. These scenarios are often taken as the starting point for
organisations to build their own assumptions and cover a range
ofphysical and transitional risks, each with varying economic,
policy and population trends. We selected three of these scenarios
for analysis – Net Zero 2050 (NZ); Divergent Net Zero (DNZ) and
Current Policies (CP). NGFS updated the underlying data in their
scenarios inOctober 2022 – we have used that update in our CSA.
These scenarios are summarised in the table below.
We reviewed our significant climate risks (two physical risks
andseven transition risks) in the context of the different scenarios
with functional leaders, concluding that they are still the most
relevant risks for the business (even accounting for the sale of
ourChromium business). This gave us a comprehensive picture
ofpotential climate related risks and opportunities in each
scenario, and the dynamics in three time horizons; a) short/
medium(2025, within our three year business plan period); b) long
(2030, aligned with the UN decade for action and captures larger
changes to key climate risk factors that help us set strategic
direction); c) extended (2040 and beyond, still relevant for our
strategic direction and climate scenario pathways, and for long-term
investors). With the functional leaders we also assessed the impact
and likelihood of these nine risks over these time horizons in
eachof the three climate scenarios using our enterprise risk
scoring framework.
In the short/medium (2025) period, all nine risks scored lower than in
longer periods. All risks were scored to be increasing or flat through
to 2040 and beyond in all scenarios, except for the raw materials
riskwhich has a score peak in 2030 in the NZ and DNZ scenarios.
This reflects our view that under this scenario, disruptions as supply
chains transition in the long term (2030) will be substantially resolved
in the extended period (to 2040 and beyond).
Our climate-related risks, why they are important to us, how
weassessed the risk and our strategy to mitigate them are
described on pages 46-51.
NGFS SCENARIO DESCRIPTIONS
CHARACTERISTIC NET ZERO 2050 DIVERGENT NET ZERO CURRENT POLICIES
Summary Orderly transition across the
world and industry sectors to
meet Net Zero by 2050
Net Zero by 2050 met, but with
adelayed start and inconsistent
policies that are focussed more
on transport, construction,
andconsumers
Current Policies continue with
nosignificant extra push to
alignwith IPCC
Policy ambition 1.C 1.5°C 3°C
Policy reaction Immediate and smooth Immediate but divergent Negligible / none
Type of change Orderly Disorderly Hothouse world
Technology Fast change Fast change Slow change
Cost of carbon High Very high Very low
Regional policy variation Medium Medium Low
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Annual Report and Accounts 2022
Elementis plc
45
£
Climate strategy continued
Extreme weather
events
Consumer trends
Carbon pricing
Energy prices
Water scarcity
Raw material supplies
/ prices
Investor pressure
Access to renewable
electricity
Customer demands
NINE MOST SIGNIFICANT CLIMATE-RELATED RISKS TO OUR OPERATIONS
For some of the risks, we have been able to use NGFS scenario
data combined with our own business assumptions to estimate a
range of financial impacts. These impacts should not be considered
as forecasts – we use these calculations to understand a range of
potential futures and use them to inform our strategy and tolerance
to different climate risks.
In terms of the climate-related dynamics of the markets we
operatein, we identified opportunities, especially in the NZ
andDNZ scenarios. In these scenarios, we expect that changing
demands of industry customers and end-consumers are likely
toincrease our opportunities for our innovative products across
allthree periods. For example, we would likely see more demand
for our natural and naturally-derived additives for personal care
products, and for our talc additives used in plastics for vehicle
light-weighting that help increase the distance travelled for a
givenamount of electricity or fuel used.
On the market risk side, we have some potential exposure to
reduced fossil fuel use in the NZ and DNZ scenarios. For example,
demand for our talc additives used in pollution control catalyst
ceramics for combustion engines could drop, as new vehicle fleets
become increasingly electrified. Nevertheless, in the short/medium
(2025) and long (2030) period, this remains an opportunity
underevery scenario because pollution control regulations
continue to tighten, driving more demand for these products,
whilegovernment mandated electrification usually commences
post-2030. Another risk is that demand for our additives for drilling
applications could slow if fossil fuel extraction drops over time.
In2022, revenue from our products directly exposed to declines
infossil fuel demand comprised 6% of our revenues (excluding
Chromium revenues).
Thus, we consider that in the short, medium, and long-term, the
market opportunities we could access with our portfolio would
more than compensate for the market risks we identified during
alow carbon transition. The diversity of the market sectors we
serve, and the desirable performance and sustainability features
ofour products, provides increased revenue opportunities driven
by climate change and the low carbon transition.
To deliver to the market, we also need a climate resilient operation.
The CSA helps to identify the most significant climate related risks
for our operational delivery. These risks include increasing carbon
prices, investor pressures, supply chain resilience, energy market
dynamics and extreme weather events. We detail our approaches to
mitigate these risks in the tables below, and throughout thisreport.
Overall, our short/medium term (2025) strategy and business
planning includes actions to ensure we take climate related
opportunities and manage risks, including in:
marketing, to allow early identification of trends and opportunities
our innovation pipeline and supply chain management to deliver
new products with both improved performance and
sustainability impacts
operational activities, such as energy efficiency projects and
sourcing renewable power to lower emissions
Based on this assessment, we believe our strategy is
fundamentally resilient to market dynamics in different climate
scenarios (including a 1.5°C Net Zero scenario), and other risks
over short/medium, long and extended periods, and provides
asolid foundation to capitalise on climate-related opportunities.
Annual Report and Accounts 2022
Elementis plc
46
CARBON PRICING
TYPE OF RISK
Transition
WHY THE RISK IS
IMPORTANT TO US
A high carbon price could cause a significant increase in operating costs, making us uncompetitive.
RISK PROFILE UNDER
DIFFERENT SCENARIOS
AND TIMEFRAMES*
2025 2030 2040+
CP
NZ
DNZ
OUR ASSESSMENT
APPROACH
Introducing a market price for carbon is part of the UN 2015 Paris agreement, and many countries
have introduced such a market price for certain economic activities. We used the global carbon
pricesinthe NGFS scenarios (average of the different datasets) to estimate potential financial impact.
Weprojected our 2022 Scope 1 and 2 (market) emissions from our continuing operations in line with
an SBT pathway (4.2% reduction per year of the 2022 baseline emission), we found our potential
annual carbon cost peaked at $15.5M in 2030 in the DNZ scenario. Without following an SBT pathway
and assuming baseline emission growth of 1.5%, the DNZ scenario gives a potential cost of $29.4M,
demonstrating how meeting an SBT derisks our exposure to future changes in carbon pricing. The
divestment of our Chromium business also significantly lowers the potential impact. For example,
inthe DNZ scenario and following an SBT pathway, including Chromium emissions results in $63.4M
potential cost of carbon. We exclude carbon price impacts onour costs related to Scope 3 activities
inthese assessments.
STRATEGIC MITIGATIONS
Set a science-based target to support our continued Scope 1, 2 and 3 emission reductions.
Continue energy efficiency improvements.
Product price adjustments.
CUSTOMER DEMANDS
TYPE OF RISK
Transition
WHY THE RISK IS
IMPORTANT TO US
As part of their own climate response and to lower their own Scope 3 emissions, our customers
preferentially source products with lower climate impacts than we offer, resulting in lower revenues.
RISK PROFILE UNDER
DIFFERENT SCENARIOS
AND TIMEFRAMES*
2025 2030 2040+
CP
NZ
DNZ
OUR ASSESSMENT
APPROACH
Direct feedback from key customers, their own climate targets, and benchmarking of competitors’
public climate targets shows that this risk is already happening. Even in a current policy scenario, we
think there is enough expectation and long-term commitments already set that it remains high
importance to deliver more sustainable products to our customers.
STRATEGIC MITIGATIONS
Climate and sustainability benefits described in our product marketing.
New product innovations.
Finalise SBT and deliver on GHG reduction plans.
Develop product lifecycle analysis.
KEY
High risk Medium risk Low risk
* Risk calculation = estimated impact to Elementis business multiplied by perceived likelihood of occurrence.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
47
Climate strategy continued
CONSUMER DEMANDS
TYPE OF RISK
Transition
WHY THE RISK IS
IMPORTANT TO US
Consumers change buying habits to lower consumption or to lower climate-impact products than
we offer, resulting in lower revenues.
Technology or regulatory developments may dramatically alter the consumer market for certain
end-use applications of our products.
RISK PROFILE UNDER
DIFFERENT SCENARIOS
AND TIMEFRAMES*
2025 2030 2040+
CP
NZ
DNZ
OUR ASSESSMENT
APPROACH
End market analysis shows increasing interest in products with increased sustainability credentials
inmany of our market segments, and this is reflected in feedback from our direct customers. This
isparticularly pronounced under Net Zero scenarios. For example, our products used in drilling
lubricants and pollution control for internal combustion engines, could drop in demand if consumer
demand for fossil fuels or internal combustion engines drops. Total revenues from these applications
in 2022 were $45.4M (6% of our revenue from continuing operations).
STRATEGIC MITIGATIONS
Innovate to ensure we are well positioned to address new market trends.
Increase our high naturally-derived content in products.
Ensure sustainable practices though the supply chain.
Maintain our portfolio diversity.
RAW MATERIAL SUPPLY / PRICES
TYPE OF RISK
Transition
WHY THE RISK IS
IMPORTANT TO US
Key raw materials have lower availability, damaging our ability to fulfil orders, potentially lowering
revenues and / or higher raw material prices mean our cost base may become uncompetitive.
RISK PROFILE UNDER
DIFFERENT SCENARIOS
AND TIMEFRAMES*
2025 2030 2040+
CP
NZ
DNZ
OUR ASSESSMENT
APPROACH
Supply chain exposure to climate change risks includes physical impacts on transportation routes
andperhaps bio-derived material yields/prices, especially in the current policies scenario. Materials
considered more sustainable will have increased demand in the 2030 time horizon under Net Zero
scenarios, by 2040, we think supplies will have adjusted to the new requirements.
STRATEGIC MITIGATIONS
Qualification of multiple suppliers.
Inventory management.
Encourage climate resilience actions at key suppliers.
KEY
High risk Medium risk Low risk
* Risk calculation = estimated impact to Elementis business multiplied by perceived likelihood of occurrence.
Annual Report and Accounts 2022
Elementis plc
48
EXTREME WEATHER EVENTS
TYPE OF RISK
Physical
WHY THE RISK IS
IMPORTANT TO US
Our sites are disrupted due to weather-related factors, delaying order fulfilment and potentially
lowering revenues and increasing our cost base for repairs / prevention.
RISK PROFILE UNDER
DIFFERENT SCENARIOS
AND TIMEFRAMES*
2025 2030 2040+
CP
NZ
DNZ
OUR ASSESSMENT
APPROACH
Climate trends assessed using NGFS regional climate scenarios combined with local site situation.
Our sites are constructed to withstand local extreme weather events, making them quite resilient to
such events. Only in the long term for the current policies scenario do we see potentially higher risk.
Inmost scenarios and time horizons, disruption is associated with employee ability to attend site
dueto travel impacts rather than site damage, and this is expected to be of short duration (1-2 days)
per event.
STRATEGIC MITIGATIONS
Continuous assessment maintenance and investment in extreme weather adaptations at sites.
Supplychain and inventory management to cover shorter duration disruptions.
ENERGY PRICES
TYPE OF RISK
Transition
WHY THE RISK IS
IMPORTANT TO US
A high energy price causes significant increase in operating costs.
Our cost base may become uncompetitive.
RISK PROFILE UNDER
DIFFERENT SCENARIOS
AND TIMEFRAMES*
2025 2030 2040+
CP
NZ
DNZ
OUR ASSESSMENT
APPROACH
We expect energy prices to be unpredictable during the climate transition, with significant upwards
pressure due to introduction of innovative technologies and infrastructure upgrades. Using global
energy prices from NGFS scenarios (average from the different datasets) with our current energy mix
and estimated energy consumption growth rate of 1.5% from 2022, we see a potential increase of
approximately 30% of our energy spend for all scenarios.
STRATEGIC MITIGATIONS
Energy purchase strategy which balances spot, hedged and contracted purchases.
Management of energy supplier contracts.
Increased electrification to minimise exposure to gas and liquid fuels.
Energy efficiency projects.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
49
Climate strategy continued
WATER SCARCITY
TYPE OF RISK
Physical
WHY THE RISK IS
IMPORTANT TO US
All operations need reliable access to clean freshwater for manufacturing product.
RISK PROFILE UNDER
DIFFERENT SCENARIOS
AND TIMEFRAMES*
2025 2030 2040+
CP
NZ
DNZ
OUR ASSESSMENT
APPROACH
Identification of site water risks via WRI Aqueduct tool combined with local assessment has
indicated minor change to this risk over time in any scenario.
Therefore, we expect our current mitigations are sufficient. Nevertheless, we continue to work
tominimise our water withdrawal requirements.
STRATEGIC MITIGATIONS
Projects to minimise water withdrawal and improve water and effluent management.
Some sites have access to their own borehole for water supplies.
ACCESS TO RENEWABLE ELECTRICITY
TYPE OF RISK
Transition
WHY THE RISK IS
IMPORTANT TO US
Access to renewable / low carbon electricity is crucial lever for us to make progress on our emission
reduction plans in the near term. If demand outstrips supply, we may find it too costly to use renewable
electricity, impacting our competitiveness.
RISK PROFILE UNDER
DIFFERENT SCENARIOS
AND TIMEFRAMES*
2025 2030 2040+
CP
NZ
DNZ
OUR ASSESSMENT
APPROACH
We monitor electricity market trends, including REC prices and PPA availability, and engage with
external parties to assess opportunities to source via PPA. We expect strong potential for renewable
electricity to be supply constrained in Net Zero scenarios.
STRATEGIC MITIGATIONS
Investigate renewable / low carbon electricity supplies with multi-year contracts.
Assess opportunities to build additional capacity exclusively for our use.
Purchase a mix of renewable and nuclear emission certificates to secure low carbon
electricityatabalanced price.
KEY
High risk Medium risk Low risk
* Risk calculation = estimated impact to Elementis business multiplied by perceived likelihood of occurrence.
Annual Report and Accounts 2022
Elementis plc
50
INVESTOR DEMANDS
TYPE OF RISK
Transition
WHY THE RISK IS
IMPORTANT TO US
As part of their own climate response, our investors place capital in companies with better sustainability and
climate credentials, increasing our cost of capital or even limiting our capability to invest in the business.
RISK PROFILE UNDER
DIFFERENT SCENARIOS
AND TIMEFRAMES*
2025 2030 2040+
CP
NZ
DNZ
OUR ASSESSMENT
APPROACH
We review direct feedback from key investors and their approach to climate in their portfolio. We
monitor regulatory trends. Especially in the UK and Europe, these continue to evolve and require
portfolio climate risk assessment by the finance sector. Third party rating agencies give credit to
science-based climate targets.
Benchmarking of peer company public climate strategy, shows ever-increasing adoption
of science-based targets and integration of climate mitigation into business opportunity.
We expect this risk to increase, especially under the NZ scenario, until we reach Net Zero ourselves.
STRATEGIC MITIGATIONS
Clearly describe how our business strategy supports climate mitigation and brings
commercialopportunities.
Engage with third-party rating agencies to ensure we are fairly assessed on ESG.
Clear disclosure of our climate strategy, metrics and progress.
Meet our SBT commitment and achieve Net Zero ambition.
METRICS & TARGETS
As detailed above we have committed to set an SBT by 2024 as part
of our ambition to reach Net Zero by 2050. In 2022, we measured our
Scope 3 emissions for the first time, giving us greater understanding
of what activities in our value chain create the most emissions, and
therefore allowing us to develop informed mitigation actions.
We also have a range of established metrics and environmental targets
that we use to address our climate-related risks and opportunities in
line with our strategy and risk management process. Progress against
our environmental sustainability targets make up part of the
performance-related remuneration of our CEO and CFO (page 127).
The table on page 52 shows which of these metrics and targets are
relevant mitigations for which of our climate related risks. The table
also shows which risk, target and metric are most strongly related
with our Scope 1, 2 and 3 GHG emissions, and where in this report
to find more information about our actions and progress.
TCFD RISK MANAGEMENT DISCLOSURES
Describe the organisation’s processes for identifying
and assessing climate-related risks
Describe the organisation’s process for managing
climate-related risks
Describe how the organisations processes
foridentifying, assessing, and managing climate-
related risks are integrated into the organisations
overall risk management
TCFD STRATEGY DISCLOSURES
Describe the climate related risks and opportunities
the organisation has identified over the short,
medium, and long term
Describe the impact of climate related risks and
opportunities on the organisations business
strategy and financial planning
Describe the resilience of the organisation’s strategy,
taking into consideration different climate related
scenarios, including a 2°C or lower scenario
RISK MANAGEMENT
Our climate risk management approach is incorporated into our
enterprise risk management framework (detailed on pages 86-89)
and all nine climate related risks identified through the CSA analysis
(described above) are included in our Group risk register. Some of
these risks (for example, extreme weather disruption) have long
been identified as elements of our principal risks (see pages
89-94), and we will continue assessing the climate related
component of such risks to ensure we have appropriate mitigation
and response plans. To ensure we do not over or under emphasise
climate-related risks in relation to other enterprise risks, we use the
same risk scoring framework for all risks.
The Audit Committee and Board have oversight of our risk
management function and internal controls (pages 89 and 122).
Risk mitigations are monitored by the ELT and delivered by the
ESC-coordinated working teams (such as Scope 1 and 2
reduction) or by functional teams (such as new product
innovationand product marketing).
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
51
Climate strategy continued
We continue to review our metrics and targets in line with
developing practices and regulatory requirements. For example,
aswe embed our use of climate scenarios deeper into strategic
processes, we may introduce an internal price of carbon to help
assess capital investment projects. We have identified energy
efficiency projects that require $441,400 of investment in the
next5years (with $73,000 spent on energy efficiency projects
in2022), and we will identify further projects as we develop our
strategy further.
TCFD GOVERNANCE DISCLOSURES
Describe the metrics used by the organisation to
assess climate related risks and opportunities in line
with its strategy and risk management process
Disclose Scope 1 and Scope 2 emissions and the
related risks. If appropriate, disclose Scope 3 GHG
emissions and the related risks
Describe the targets used by the organisation
tomanage climate related risks and opportunities
and performance against targets
GHG EMISSIONS
Mitigating our GHG emissions is a cornerstone of our climate
strategy and ambition to be Net Zero by 2050. In 2022, we have
committed to set an SBT. This will extend our focus from our
current GHG intensity target to include an absolute reduction in
emissions, which is better for the planet and all stakeholders in our
business. Our current 2030 target is to reduce our Scope 1 and
Scope 2 (market-based) emissions by 25% per tonne of product
made from a 2019 baseline, which our continuing operations
exceeded last year.
In November 2022, we announced that we had agreed the
saleofour Chromium business, which completed in January
2023.Theemissions data tables on pages 53-54 shows gross
GHG emissions from both our continuing operations (i.e., our
Performance Specialty (PS) and Personal Care (PC) businesses
only) and our full 2022 footprint (PS, PC and the Chromium (Cr)
business). Geographically, only our emissions in the Americas are
impacted by the Chromium divestment – our UK, EU and Asia
footprint is unchanged.
CLIMATE RELATED TARGETS & METRICS
2030 Target Business Metric
Climate
related risk
Operational
GHG
emissions
Energy
(from fuels)
Water
withdrawn
Waste sent
to third
parties
Renewable
electricity
Value-
chain
emissions
Natural
content of
products
New
products
launched
Absolute
GHG
emissions
Customer
Demands
Carbon
Pricing
Consumer
Demands
Raw material
supply /
prices
Extreme
Weather
events
Water
scarcity
Investor
pressure
Energy
Prices
Access to
renewable
electricity
Related
Emission
Scope
1,2 1,2 3 3 2 3 3 3 1,2,3
Additional
information
Pages
52-54
Pages
57-58
Page 59 Page 59 Pages
57-58
Pages
55-56
Pages
37-38
Page 13 Pages
52-56
Annual Report and Accounts 2022
Elementis plc
52
Considering continuing operations only (PS + PC), in 2022
wemade further progress in mitigating our GHG emissions.
Ourabsolute Scope 1 and Scope 2 (market-based) emissions
dropped by 11% vs 2021. We increased the number of sites
whichpurchased renewable or low-carbon electricity during 2022,
which contributed to our 26% lower our Scope 2 (market-based)
emissions versus 2021. We continue to explore options to extend
our purchases of renewable electricity. Scope 2 (location-based)
emissions showed a 20% improvement, reflecting a combination
of lower production activity, efficiency gains and cleaner electricity
grids. Scope 1 emissions decreased 3%, with a 16% lower overall
production volume being counterbalanced by a product mix
thatrequired increased fuel use per tonne.
Our Scope 1 and Scope 2 (market-based) intensity versus
production amount increased 8% versus 2021, with lower
production mass and an unfavourable product mix with regards
toenergy demands of specific processes negating the gain in
emissions from our increased renewable electricity purchases and
energy efficiency projects. Nevertheless, our continuing operations
have met our2030 target for the past two years, with a 50%
reduction inemission intensity per tonne produced versus the
2019 baseline. Our Scope 1 and Scope 2 (market-based) intensity
versus revenue improved to 91 (2021: 106), mainly as a result of
lower emissions in2022.
GLOBAL
BUSINESS
INCLUDED
2030
TARGET 2022 2021 2020 2019
Scope 1 (tonne CO
2
eq) PS + PC 47,666 49,060 49,050 58,469
PS + PC + Cr 207,058 211,619 193,826 205,314
Scope 2 (tonne CO
2
eq) Market PS + PC 19,401 26,183 94,332 99,957
PS + PC + Cr 57,810 66,743 136,063 143,974
Location PS + PC 42,956 53,447 60,501 64,457
PS + PC + Cr 81,365 93,768 102,232 108,474
Total Scope 1 and 2 (tonne CO
2
eq) Market PS + PC 67,067 75,243 143,382 158,426
PS + PC + Cr 264,868 278,362 329,889 349,288
Location PS + PC 90,622 102,507 109,551 122,926
PS + PC + Cr 288,423 305,387 296,058 313,788
Production (tonne) PS + PC 513,300 611,533 538,495 601,753
PS + PC + Cr 708,722 833,100 742,720 831,418
GHG intensity
(Total Scope 1 and 2 tonne CO
2
eq /
tonne production)
Market PS + PC 0.20 0.13 0.12 0.27 0.26
PS + PC + Cr 0.32 0.37 0.33 0.44 0.42
Location PS + PC 0.18 0.17 0.20 0.20
PS + PC + Cr 0.41 0.37 0.40 0.38
GHG intensity
(Total Scope 1 and 2 tonne CO
2
eq /
$m revenue)
Market PS + PC 91 106 237 225
PS + PC + Cr 287 316 439 400
Location PS + PC 123 145 181 175
PS + PC + Cr 313 347 394 359
GHG from biomass (tonne CO
2
eq) PS + PC 4,011 5,165 5,732 6,301
PS + PC + Cr 4,265 5,189 5,753 6,325
UK
BUSINESS
INCLUDED
2022 % OF
GLOBAL 2022 2021 2020 2019
Scope 1 (tonne CO
2
eq) PS + PC 16 7,726 7,740 5,866 7,735
Scope 2 (tonne CO
2
eq) Market PS + PC 2 321 2,712 2,686 3,026
Location PS + PC 4 1,737 2,062 1,986 2,031
Total Scope 1 and 2 (tonne CO
2
eq) Market PS + PC 12 8,047 10,452 8,552 10,761
Location PS + PC 10 9,463 9,802 7,852 9,766
Production (tonne) PS + PC 4 19,056 19,926 16,282 19,233
GHG intensity
(Total Scope 1 and 2 tonne CO
2
eq /
tonne production)
Market PS + PC 0.42 0.52 0.53 0.56
Location PS + PC 0.50 0.49 0.48 0.51
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
53
Climate strategy continued
EU (EXCLUDING UK)
BUSINESS
INCLUDED
2022 % OF
GLOBAL 2022 2021 2020 2019
Scope 1 (tonne CO
2
eq) PS + PC 19 8,891 12,092 13,030 15,369
Scope 2 (tonne CO
2
eq) Market PS + PC 11 2,120 2,552 68,424 72,024
Location PS + PC 47 20,349 29,876 35,293 37,519
Total Scope 1 and 2 (tonne CO
2
eq) Market PS + PC 16 11,011 14,644 81,454 87,393
Location PS + PC 32 29,240 41,968 48,323 52,888
Production (tonne) PS + PC 73 375,298 464,560 432,089 481,184
GHG intensity
(Total Scope 1 and 2 tonne CO
2
eq /
tonne production)
Market PS + PC 0.03 0.03 0.19 0.18
Location PS + PC 0.08 0.09 0.11 0.11
AMERICAS
BUSINESS
INCLUDED
2022 % OF
GLOBAL 2022 2021 2020 2019
Scope 1 (tonne CO
2
eq) PS + PC 60 28,530 28,012 28,867 34,278
PS + PC + Cr 91 187,922 190,451 173,639 180,775
Scope 2 (tonne CO
2
eq) Market PS + PC 50 9,746 13,171 16,729 19,680
PS + PC + Cr 83 48,155 23,727 58,117 63,697
Location PS + PC 32 13,656 12,844 16,729 19,680
PS + PC + Cr 64 52,065 53,402 58,117 63,697
Total Scope 1 and 2 (tonne CO
2
eq) Market PS + PC 57 38,276 41,183 45,596 53,958
PS + PC + Cr 89 236,077 214,178 231,756 244,472
Location PS + PC 47 42,187 40,856 45,596 53,958
PS + PC + Cr 83 239,987 243,853 231,756 244,472
Production (tonne) PS + PC 20 102,352 102,589 67,112 76,752
PS + PC + Cr 42 297,774 324,156 271,337 306,416
GHG intensity
(Total Scope 1 and 2 tonne CO
2
eq /
tonne production)
Market PS + PC 0.37 0.40 0.68 0.70
PS + PC + Cr 0.79 0.66 0.85 0.80
Location PS + PC 0.41 0.40 0.68 0.70
PS + PC + Cr 0.81 0.75 0.85 0.80
ASIA
BUSINESS
INCLUDED
2022 % OF
GLOBAL 2022 2021 2020 2019
Scope 1 (tonne CO
2
eq) PS + PC 5 2,518 1,299 1,292 1,434
Scope 2 (tonne CO
2
eq) Market PS + PC 37 7,214 8,338 6,776 5,228
Location PS + PC 17 7,214 8,338 6,776 5,228
Total Scope 1 and 2 (tonne CO
2
eq) Market PS + PC 15 9,732 9,637 8,068 6,662
Location PS + PC 11 9,732 9,637 8,068 6,662
Production (tonne) PS + PC 3 16,595 24,458 23,012 24,584
GHG intensity
(Total Scope 1 and 2 tonne CO
2
eq /
tonne production)
Market PS + PC 0.59 0.39 0.35 0.27
Location PS + PC 0.59 0.39 0.35 0.27
Annual Report and Accounts 2022
Elementis plc
54
SCOPE 3 CATEGORY
BUSINESS
INCLUDED 2022 TONNES CO
2
EQ 2021 TONNES CO
2
EQ
Purchased Goods & services PS + PC 319,208
PS + PC + Cr 477,139 542,343
Capital Goods PS + PC 22,421
PS + PC + Cr 28,014 30,139
Fuel and energy related PS + PC 21,321
PS + PC + Cr 55,077 65,462
Upstream transportation PS + PC 158,201
PS + PC + Cr 222,234 164,187
Waste generated PS + PC 9,397
PS + PC + Cr 11,439 20,310
Business travel PS + PC 4,772
PS + PC + Cr 5,162 868
Employee commuting PS + PC 1,483
PS + PC + Cr 1,483 1,722
Upstream leased assets PS + PC 147
PS + PC + Cr 147 170
Downstream transportation PS + PC 11,832
PS + PC + Cr 13,134 31,462
Processing of sold products PS + PC Not calculated, not relevant
PS + PC + Cr Not calculated, not relevant Not calculated, not relevant
Use of sold products PS + PC Not calculated, not relevant
PS + PC + Cr Not calculated, not relevant Not calculated, not relevant
Product end-of-life PS + PC 10,159
PS + PC + Cr 17,259 21,489
Downstream leased assets PS + PC 311
PS + PC + Cr 311 333
Franchises PS + PC Not applicable
PS + PC + Cr Not applicable Not applicable
Investments PS + PC 115
PS + PC + Cr 115 118
Scope 3 total PS + PC 559,367
PS + PC + Cr 831,513 856,667
TOTAL SCOPE 1, 2 AND 3 (MARKET) PS + PC 626,434
PS + PC + Cr 1,096,381 1,135,029
TOTAL SCOPE 1, 2 AND 3 (LOCATION) PS + PC 649,989
PS + PC + Cr 1,119,936 1,162,054
In 2022, we report our Scope 3 emissions for the first time. We have assessed each of the 15 Scope 3 categories with 2021 and 2022
data. We report 2022 emissions from our continuing operations of Performance Specialties and Personal Care, and our total 2022
emissions including the divested Chromium business. Compared to 2021, our Scope 3 emissions (including Chromium) dropped by
3%,with lower production volumes being partly offset by improved data for transportation.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
55
Climate strategy continued
Typical for a business of our type, Scope 3 makes up most
ofourtotal Scope 1, 2 and 3 emissions footprint, and becomes
evenmore important for our continuing operations following the
Chromium divestment. Scope 3 contributed 74% of our (market-
based) footprint in 2022 when including Chromium, and 89%
forour continuing operations. Mostofour continuing operations
Scope 3 emissions are associated with the rawmaterials that we
buy (51%), meaning how we design products andsource materials
are crucial levers to lower ouremissions footprint. Upstream and
downstream transportation is the next largest contributor to
Scope3 (30%).
SUPPORTING EMPLOYEES TO LOWER
COMMUTING EMISSIONS
Although employee commuting is only 0.2% of our whole
emissions footprint, it is important that we support our
employees in the climate mitigation choices they can make.
In2022, we launched a programme in partnership with
Octopus Energy to help our UK employees purchase an
electric car tax efficiently. The programme is supported
bytheUK government. During 2022, five employees
(6%ofUKemployees) made an electric vehicle purchase
withthe scheme. According to the UK Society ofMotor
Manufacturers and Traders, 2022 electric car sales per
headofUK population was 0.004%, much lower than uptake
among our employees, which shows the beneficial impact
such schemes can have. Our manufacturing site in Livingston,
UK hasalso installed charging points to further encourage
electric vehicleuse.
GHG METHODOLOGY
Our GHG emissions are calculated with reference to the
GHGProtocol Corporate Standard (2015 revision). We take
an operational control approach to defining our GHG and
energy organisational boundary, meaning our 25% equity
ownership ofAlembic Manufacturing Ltd is excluded from
our Scope 1 and 2 footprint. This approach is consistent
with our financial statements. Non-financial data from new
facilities are included from the date we take control and
thefacility becomes operational.
Scope 1 and 2 emissions are reported in tonnes of CO
2
equivalent(CO
2
eq) and include all gases in the GHG
Protocol. We use DEFRA factors for Scope 1 fuels globally.
We use IEAemissions factors for location-based Scope 2
emissions, except in the UK where we use DEFRA factors.
Market-based emissions include power purchases
associated with a Renewable Energy Certificate (REC)
orGuarantee of Origin (GO), use residual mix factors from
the Association of Issuing Bodies (AIB) for European sites
without an REC or GO, and use location-based factors for
remaining sites. GHG from biomass data includes energy
and chemical process related emissions and excludes
biomass in vehicle fuels.
Our Scope 1 GHG emissions include emissions from
combustion of fuels for energy, heat and transport,
emissions from our chemical processes and refrigerants.
Our Scope 2 emissions include emissions caused by
creating the electricity and steam we purchase.
We measure gross global Scope 1 and 2 emissions in tonnes
of CO
2
eq per tonne of production output as this is a common
intensity metric for our industry sector, and per million US
dollars of revenue. Our disclosures meet the UK Streamlined
Energy and Carbon Reporting (SECR) requirements.
SCOPE 3: METHODOLOGICAL COMMENTS
FOREACHOF THE 15 CATEGORIES
Scope 3 is calculated according the GHG Protocol Corporate
Value Chain (Scope 3) Accounting and Reporting Standard.
Category 1 uses life-cycle emission factors fromEcoinvent
forspecific raw materials (where available, covering 50%
ofthedeclared Category 1 emissions) and anEnvironmentally
Extended Input Output (EEIO) model. Category 2 and 6 are
calculated with an EEIO. Category 3 is calculated from our
energy consumption data using DEFRA and IEA emission
factors. Category 4 and 9 are calculated with DEFRA
emission factors for the mode of transport, mass moved
andestimated distances. Ahigher proportion of process level
data was used for 2022 analysis compared to 2021. Category
5 is calculated using DEFRA emission factors and the mass
ofwaste generated in our operations. Category 7 is calculated
based onnumber of employee dayson site and at home,
using private cars to reach work. Category 8, 13 and 15 are
calculated with DEFRA and IEA emission factors, floor area
and energy type used. We apply the WBCSD Guidance for
Accounting & Reporting Corporate GHG Emissions in the
Chemical Sector Value Chain guidance to Category 10,
meaning it is not relevant, not calculated due to lack of
visibility for the chemicals industry. Category 11 is also not
relevant, not calculated due to our products not consuming
energy and not emitting GHG in-use. Category 12 is
calculated from DEFRA factors andthe assumed end
oflifetreatment of our products andpackaging. Category
14is not applicable as we do notoperate franchises.
THIRD-PARTY VERIFICATION
Elementis have commissioned TÜV Süd, an experienced
and independent verification body for greenhouse gases,
toverify our 2022 Scope 1 and 2 GHG emissions, energy
consumption, water withdrawal and waste generation
(including the Chromium business). Scope 1 and 2 GHG
emissions were verified regarding compliance with the
ISO14064-1: 2018 standard for GHG accounting using a
reasonable level of verification. TÜV Süd’s full verification
statement is available on our website.
OUR 2022 GHG EMISSIONS FOOTPRINT
(SCOPE1, 2 AND 3 CONTINUING OPERATIONS)
Scope 1 7.6%
Scope 2 (market) 3.1%
Purchased goods and services 51.0%
Capital goods 3.6%
Fuel- and energy-related 3.4%
Upstream transportation
anddistribution 25.3%
Waste generated 1.5%
Business travel 0.8%
Employee commuting and
working from home 0.2%
Upstream leased assets 0.0%
Downstream transportation
and distribution 1.9%
End of life treatment
ofsoldproducts 1.6%
Downstream leased assets 0.0%
Investments 0.0%
Annual Report and Accounts 2022
Elementis plc
56
Protecting the Environment
In November 2022, we announced the divestment of our Chromium
business which was a significant contribution to our environmental
data. In the following, we focus discussion on our continuing
operations unless indicated otherwise. Data tables include the
annual activity data, historic baseline and 2030 targets for both
ourcontinuing operations of Performance Specialties (PS) and
Personal Care (PC), and our entire 2022 footprint including the
Chromium (Cr) business.
In 2022, our continuing operations met our 2030 targets for Scope
1 and 2 (market) GHG emissions, water withdrawal and waste
intensities. Intensities for GHG emissions, energy from fuels and
water withdrawal became less efficient year-on-year due to
product mix impacts and lower overall production volume (and
especially lower talc volumes, since our talc production uses
relatively little fuel or water per tonne produced and uses low
carbon electricity – see also page 84) being unable to be fully
compensated by our improvement programme. We made
improvements to our waste intensity in the year.
ENERGY
We recognise that responsible usage of energy (whatever the source)
reduces demands on resources and infrastructure and helps lower
our costs. Our 2030 target aims to reduce our energy use from
fuels per tonne of production by 20%.
The Chromium business was responsible for 63.18% of our
energyconsumption. As well as lowered our energy consumption,
divestment of this business changed our energy mix – energy from
fuels was 54% (2021: 51%) of our total energy consumption in our
continuing operations compared to 74% (2021: 73%) when
including the Chromium business.
Our site at Livingston, UK began a new electricity supply
agreement sourcing 100% renewable electricity, joining our
Amsterdam, Netherlands and Huguenot, US, sites. Sotkamo,
Finland and Vuonos, Finland sourced low carbon (nuclear)
electricity in 2022, helping us expand our use of low carbon
energywhile managing the associated costs. Overall, the amount
of low carbon energy purchased in our continuing operations and
associated with a renewable energy certificate (REC) or guarantee
of origin (GO) was 76.6% (71.8% in 2021). We continue to assess
opportunities to increase our purchase of clean energy, a key
element of our Net Zero transitionplan.
In 2022, sites continued to improve energy efficiency, for example:
Both sites in Finland reduced their energy consumption by
optimising their filtration processes resulting in over 1350 GJ
savings with zero investment.
Reducing our use of purchased hot water and steam from an
offsite source at our Anji, China plant and using our own gas
supply to generate our steam on site with less heat and energy
lost during transportation.
Reducing heat loss from our kilns at Castle Hayne, NC, US
(aChromium site) by installing new liners.
In total in 2022, we spent $73,000 on energy efficiency projects
(2021: $298,000) to save an estimated 2,300 GJ of annual energy
demand (2021: 35,000 GJ).
Our total energy usage in our continuing operations was 7.2%
lower in 2022 compared to 2021, but our energy from fuels
intensity increased by 16%. This was primarily due to reduced
Talcdemand, which uses relatively low amounts of energy from
fuel per tonne produced compared to our other products.
To drive towards our 2030 target, we have identified building heating
upgrades at our Vuonos plant, heat recovery at our Livingston,
UK,site and a boiler upgrade at our Hsinchu, Taiwan, site equating
to2,845 GJ of energy savings for an estimated investment of
$441,400 over the next 5 years. Our Sotkamo, Finland, site is
alsopart way through a fuel switching project to convert from
fueloil to electricity for their drying process. Additionally, as part
ofour assessment to commit to an SBT, we identified further
opportunities for energy efficiency improvements, and these
arebeing incorporated into future investment plans.
PROTECTING THE ENVIRONMENT
We set four environmental targets for 2030 (with a 2019 baseline) and our progress against them in 2022 is summarised below:
GHG Scope 1 and Scope 2
(market-based) emissions
- 25%
Energy from fuels
- 20%
Water withdrawn
- 10%
Waste sent for third
partytreatment
- 10%
2022 % CHANGE VS 2021
+ 8% + 16% + 10% - 7%
2022 % CHANGE VS 2019 BASELINE
- 50% - 4% - 18% - 13%
* All targets are per tonne production. Performance is for our continuing business only i.e. excludes our divested Chromium business.
2030 TARGETS*
Ensuring we minimise negative impacts of our activities on
the natural world is a crucial element of how we operate.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
57
METRIC GLOBAL
BUSINESS
SEGMENTS
INCLUDED
2030
TARGET 2022 2021 2020 2019
Total energy (GWh)
PS + PC 480.7 518.4 517.3 598.4
PS + PC + Cr 1,306.2 1,356.4 1,260.4 1,377.2
Total energy (GJ)
PS + PC 1,730,694 1,866,229 1,862,302 2,154,225
PS + PC + Cr 4,702,350 4,844,343 4,501,375 4,918,727
Purchased energy (GJ)
PS + PC 796,331 907,907 909,680 1,008,301
PS + PC + Cr 1,206,360 1,300,218 1,276,079 1,404,161
of which is certified
renewable / low carbon (%)
PS + PC 76.6 71.8 0 0
PS + PC + Cr 50.6 50.0 0 0
Energy from fuels (GJ)
PS + PC 934,364 958,322 952,622 1,145,924
PS + PC + Cr 3,495,991 3,544,125 3,225,296 3,514,219
Production (tonne)
PS + PC 513,300 611,533 538,495 601,753
PS + PC + Cr 708,722 833,100 742,720 831,418
Total energy intensity
(GJ / tonne produced)
PS + PC 3.37 3.05 3.46 3.58
PS + PC + Cr 6.63 5.81 6.06 5.92
Energy from fuels intensity
(GJ from fuels / tonne produced)
PS + PC 1.52 1.82 1.57 1.77 1.90
PS + PC + Cr 3.38 4.94 4.25 4.34 4.23
UK
2022 % OF
G L O B A L 2022 2021 2020 2019
Total Energy (GWh) PS + PC 10.7 51.3 51.4 40.9 50.4
Total Energy (GJ) PS + PC 10.7 184,639 183,384 143,926 180,004
Production (tonne) PS + PC 3.7 19,056 19,926 16,282 19,233
Energy intensity
(total GJ / tonne produced) PS + PC 9.69 9.20 8.84 9.36
EU (EXCLUDING UK)
2022 % OF
GLOBAL 2022 2021 2020 2019
Total Energy (GWh) PS + PC 40.8 196.3 240.4 244.5 280.4
Total Energy (GJ) PS + PC 40.8 706,826 865,499 880,211 1,009,279
Production (tonne) PS + PC 73.1 375,298 464,560 432,089 481,184
Energy intensity
(total GJ / tonne produced) PS + PC 1.88 1.86 2.04 2.10
ASIA
2022 % OF
GLOBAL 2022 2021 2020 2019
Total Energy (GWh) PS + PC 7.6 36.5 37.3 33.9 34.6
Total Energy (GJ) PS + PC 7.6 131,334 134,297 121,965 124,473
Production (tonne) PS + PC 3.2 16,595 24,458 23,012 24,584
Energy intensity
(total GJ / tonne produced) PS + PC 7.91 5.49 5.30 5.06
AMERICAS
2022 % OF
GLOBAL 2022 2021 2020 2019
Total energy (GWh)
PS + PC 40.9 196.6 189.5 200.7 235.6
PS + PC + Cr 78.2 1,022.1 1,018.2 932.1 1,001.4
Total energy (GJ)
PS + PC 40.9 707,896 682,031 722,447 848,004
PS + PC + Cr 78.2 3,679,552 3,665,329 3,355,401 3,605,103
Production (tonne)
PS + PC 19.9 102,352 102,589 67,112 76,752
PS + PC + Cr 42.0 297,774 324,156 271,337 306,416
Energy intensity
(total GJ / tonne produced)
PS + PC 6.92 6.65 10.76 11.05
PS + PC + Cr 12.36 11.31 12.37 11.77
Protecting the Environment
Annual Report and Accounts 2022
Elementis plc
58
WATER
We see water as a precious resource that is not to be wasted
andwe continue to work to mitigate our water risks and impacts.
We aim to reduce water withdrawal per tonne of production by
10% by 2030. Our water stewardship policy is available on our
website. We have also considered climate-related water risks
atour sites (page 50). We publicly report our water performance
through CDP, achieving a C rating in 2022 (2021: B-).
Overall, our water withdrawal increased by 763,000 m
3
compared
to 2021, primarily due to increased water demand for cooling
processes at our Chromium site in Castle Hayne, NC, US. 59%
ofour 2022 water withdrawal was associated with that business,
so its divestment has had a significant impact.
Across our continuing operations, we reduced water withdrawals
by over 126,000 m
3
and met our 2030 target for the second year
insuccession, although product mix effects meant our actual
intensity metric was 10% higher year-on-year. We have worked
toincrease efficiency of water use across our continuing business
portfolio. For example, our New Martinsville, WV, US, plant
converted the source of cooling water to recycled water from
acooling tower, reducing withdrawals by over 10,500m
3
per year.
Our St Louis, MO, US, plant also reprogrammed a flush sequence
to reduce the required water by over 4,100m
3
per year.
We use the WRI Aqueduct tool to help us understand water risks,
such as where our operations are in an area of high water stress.
Three of our manufacturing sites are classed as being in a high
water stress areas. These are Songjiang and Anji (in China) and
Taloja, India. Our water withdrawal intensity in those areas was
broadly flat in 2022. Taloja is a new facility and hasbeen designed
for zero liquid discharge, helping minimise substantially our need
to withdraw water.
We also actively manage environmental monitoring (including
water quality) and remediation activities at our legacy site in
Eaglescliffe, UK.
METRIC GLOBAL
BUSINESS
SEGMENTS
INCLUDED
2030
TARGET 2022 2021 2020 2019
Water withdrawal (m
3
)
PS + PC 1,573,678 1,700,117 2,048,730 2,254,182
PS + PC + Cr 3,840,035 3,076,738 3,707,947 3,767,854
Production (tonne)
PS + PC 513,300 611,533 538,495 601,753
PS + PC + Cr 708,722 833,100 742,720 831,418
Water withdrawal intensity (m
3
/
tonne produced)
PS + PC 3.38 3.07 2.78 3.80 3.75
PS + PC + Cr 4.08 5.42 3.69 4.99 4.53
Water withdrawn from high water
stress areas (m
3
) PS + PC 155,894 229,947 228,585 222,733
– intensity PS + PC 14.3 14.2 13.9 12.4
METRIC GLOBAL
BUSINESS
SEGMENTS
INCLUDED
2030
TARGET 2022 2021 2020 2019
Total waste generated (tonne)
PS + PC 20,372 26,421 27,222 27,562
PS + PC + Cr 23,424 43,274 34,190 29,850
– of which is Hazardous (%)
PS + PC 2.6 1.2
PS + PC + Cr 5.4 1.2
Production (tonnes)
PS + PC 513,300 611,533 538,495 601,753
PS + PC + Cr 708,722 833,100 742,720 831,418
Waste intensity (tonne / tonne
produced)
PS + PC 0.041 0.040 0.043 0.051 0.046
PS + PC + Cr 0.032 0.033 0.052 0.046 0.036
WASTE
We recognise how valuable resources are and we aim to use them
as efficiently as possible. To this end, we are working to reduce
theindustrial waste (including hazardous waste) we send for
third-party treatment per tonne of production by 10% by 2030.
Ourwaste sent for third party treatment decreased by over 45% in
2022 as commercial sales of a large by-product in our Chromium
business recommenced. The sale of that business has had a
smaller impact on waste we send for third party treatment, with
only 13% of such waste associated with the Chromium business.
In our continuing operations, our waste per tonne of production
therefore decreased by 7% meaning we met our 2030 target.
Examples of projects that have contributed to this result include our
Huguenot, NY, US, and Middletown, NY, US sites reducing filtration
aid consumption for their bag filters, and our Hsinchu, Taiwan, plant
lowering hazardous wastes by recycling cleaning detergent and
solvents consumed used in their process. Future projects include
the potential reclassification of clay wastes from our Livingston,
UKsite as products for use within agricultural and construction
businesses which could have a significant impact if realised.
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Annual Report and Accounts 2022
Elementis plc
59
Protecting the Environment
AIR EMISSIONS
We control the emission of dust and gaseous pollutants – VOC’s
(volatile organic compounds), nitrogen oxides and sulfur oxides
–incompliance with our local operating permits, using scrubbers
where necessary. Our facilities are checked for compliance
byregulatory authorities. Significant air emissions are shown
below, calculated with site-specific data and factors as required
for site permitting. St Louis is investigating the optimisation of their
thermal oxidiser process to ensure VOC limits are maintained with
the most efficient energy use.
EMISSION (TONNE) 2022 2021
SOx 24.0 33.5
NOx 29.6 37.3
VOC 48.8 58.3
HAP 4.1 3.9
PM 2.5 20.3
We operate four active open cast mines for high purity
talcminerals. Our talc mines are members of the Finnish
Network for Sustainable Mining, which aims to advance
responsible mining practices and we are committed to
theFinnish Towards Sustainable Mining (TSM) Standard.
We continuously monitor environmental impacts with our
own laboratories or qualified third parties, including the
quality of groundwater and surface water. We also reuse
thewater the from our tailings storage facility in our ore
processing, minimising our need for freshwater withdrawal
– resulting in over 95% water recycling rate. As we mine,
wepump out accumulating groundwater and rainwater,
treating it before discharge.
As we process the talc ore, we produce nickel concentrate
and magnesite sand as by-products, which are utilised in
on-site infrastructure or sold externally. We also use rocks
inroad construction on site.
The land area actively mined at these sites is 1,792 hectares.
Our land management and remediation plans include
consideration of landscape value when designing landfill areas.
The impact of our mining activities on biodiversity is
monitored in compliance with local operating permits and
regulations. There are no endangered species identified in
our Finnish mining areas.
We operate one open cast mine in California for our hectorite
clay mineral. We can mine 220 hectares of land and have
additional claims (mineral rights) on US federal land
surrounding the current operation.
By design and geological location, no stormwater leaves
thesite. Occasionally, rainwater in the active mining areas
ispumped to other parts of the property to evaporate while
allowing mining to continue. Water from an on-site and
owned well is used for dust control to remain in compliance
with the reclamation plan and regional California Air Quality
Management District requirements.
All mined material is segregated such that further uses
canbe found for it in future (e.g. in agriculture, highway
construction or landfill liners, etc.). To date, we have sold
asmall amount of rock as storm erosion protection and
clayfor agriculture amendments and residential pond liners.
Our mine is within the habitat range of the Mojave Desert
tortoise, which is on the International Union for Conservation
of Nature (IUCN) red list as critically endangered. We have
an approved tortoise barrier surrounding the site to prevent
tortoises entering the site. Should a tortoise be found inside
the fence, we work with a trained biologist to return the
animal safely to its natural habitat. Our biodiversity
statement is available on our website.
RESPONSIBLE MINING
We operate mines in Finland and California, US that give
usdirectaccess to key mineral resources incorporated into
ourproducts. We work to protect the environment and nature,
reducing or avoiding our impact on sensitive species, habitats
andecosystems. We engage openly and constructively with local
communities, seek continuous improvements in our practices and
work to minimise negative impacts of our operations.
In 2022, we set out our Responsible Mining Principles to clearly
guide our actions:
1. Operating safely
2. Protecting the environment and returning nature
3. Respecting nearby communities and their heritage
4. Maximising material use
5. Investing in research and education
Mineral wastes (for example, overburden, tailings, ore beneficiation
residues) remain in tailing storage facilities on our mine sites. Some
of these materials are sold as products, and there is further
potential for valorisation in the future.
Finland California, US
Annual Report and Accounts 2022
Elementis plc
60
LTA
3
2020 3
4
3
2
021
2022
2019
Process safety incidents
2
2020
3
1
2
2
021
2022
2019
TRIR
0.67
2020 0.68
0.90
0.67
2
021
2022
2019
HEALTH AND SAFETY PERFORMANCE
Supportive Culture
At Elementis, our people are the key ingredients of our success – they are vital
members of a local team and a dynamic, global, inclusive company.
Our Values (see pages 18-19) are at the centre of everything we do.
Our commitment to safety is our way of life. We have a passion for
excellence and a drive tocreate value. We respect our colleagues,
customers, communities, and the environment. Our spirit is one of
collaboration andteamwork.
HEALTH AND SAFETY
Safety is a core value at Elementis and our focus is on keeping
ouremployees safe, protecting people, and operating responsibly.
Nothing is more important than ensuring our employees and
contractors return home from work each day to their loved ones
inthe same condition as when they came to work.
Accountability for health and safety is held by our Chief Executive
Officer, supported by the SVP Global Supply Chain and
Manufacturing and the Global Director for HSE. Our Board receives
adetailed update on our health and safety performance at each
meeting and the ELT receives updates monthly as part of the
reviewof overall Group performance. Providing a safe working
environment from which our employees return home safely is
akeypriority for the Board and the Group as a whole.
Our Health and Safety strategic plan reflects how we turn that
focus into action. Our objective is to deliver excellence in HSE
performance and drive continuous improvement through continual
investment in our people, management systems and our facilities.
A copy of our Health, Safety and Environmental (HSE) policy is
available on our website.
Our TogetherSAFE commitment promotes our safety culture to
allemployees. TogetherSAFE is an extension of our core value
ofsafety and guides our behaviours at home and at work.
Itaffirmshow every decision and action may affect others.
Itfollows our products into the marketplace and it protects our
facilities, the environment andnearby communities. TogetherSAFE
is helping us advance ourambition of safety excellence and zero
injuries across everycorner of our organisation.
HUMAN RIGHTS
It is our expectation that all people are treated equally
andfairly. Our approach to upholding human rights
isguidedby international conventions and standards,
including theUNUniversal Declaration of Human Rights,
theUN GuidingPrinciples on Business and Human Rights,
and theInternational Labour Organisation’s Declaration
onFundamental Principles and Rights at Work. We prohibit
allforms of slavery and are committed to keeping such
practices out of our global supply chain. Our Code of
Conduct is clear that we expect our suppliers to abide
bythesame standard and that we do not tolerate forced
orchild labour in our workplace or in our global supply
chain. We are committed to the principles of freedom of
association, equality of treatment and non-discrimination.
We operate a comprehensive management system that supports
our values and the delivery of TogetherSAFE. We continuously
develop key parts of the management system – this year we
havecontinued our safety leadership programme for all new
plantmanagers. Another focus has been communication and
engagement, with regular safety webinars covering a range of
topics, a monthly newsletter, information on our dedicated H&S
intranet site and video messages from leadership and employees.
We awarded our first CEO TogetherSAFE award to the Taloja,
India, site for their safety initiative that delivered over one million
safe work hours. We held our second annual safety week in
April,which included a keynote speaker who shared a personal
story about their serious injury, reminding us to take personal
responsibility forone’s own safety, think about the impact
youractions can haveon your loved ones and to stop work
ifitisunsafe.
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Annual Report and Accounts 2022
Elementis plc
61
HEALTH AND SAFETY PERFORMANCE
Our total recordable injury and illness rate (TRIR) was 0.67,
compared to 0.90 in 2021. There were nine employee recordable
injuries (twelve in 2021). Most of our employee injuries were
lacerations (44%) and sprains/contusions (33%). There were three
lost-time accidents (LTAs), including an employee receiving burns
to the wrist and neck due to an arc flash. We had four contractor
recordable injuries in 2022 (seven in 2021). Key improvement
opportunities identified from these incidents are better hazard
recognition and situational awareness, improved injury reporting
andcase management, and addressing manual handling ergonomic
hazards. There were zero fatalities in the Group in 2022 (2021: zero).
Last year, we started to track process safety events and this year
we established metrics based on that tracking. We also defined
corporate standards for process safety and have a plan to
complete process hazard analyses (PHAs) for all our processes
by2025. We had two process safety events in 2022 (2021: one).
One incident involved the integrity failure of a process tank,
resulting in the loss of primary containment of its contents to
secondary containment. Corrective actions implemented include
mechanical integrity andmaterial of construction improvements.
The other incident was a tank overflow which was also contained.
We had zero environmental incidents in 2022 (2021: zero).
Good management of process and equipment changes are key
tominimising safety risk, and this was a key learning from incidents
during 2021. In 2022, we introduced a new web-based tool to
perform management of change and to better manage incidents
and action items resulting from these items, as well as tracking
ofcompliance obligations.
In 2023, we will continue our TogetherSAFE commitment and
address 2022 incident learnings by continuing to implement
hazardrecognition plus (HRP) training for all employees, including
implementing HRP into our work planning processes to minimise
human error, and reinforcing our stop work authority. We will
perform ergonomic assessments of our manual handling tasks
toidentify ways to reduce associated injury risks.
EQUIPMENT INSPECTION
Each manufacturing site has developed safety improvement
actionplans. These have helped identify hazard recognition as
aGroup-wide focus area for next year. Each manufacturing site
also operates a safety committee where concerns can be raised.
Our corporate HSE team conduct regular audits to determine
compliance with country and local regulations, completing
eightaudits of our manufacturing sites.
Employees and contractors are given training to understand
theirroles and responsibilities to ensure compliance with our
safework procedures. Employee training is tailored to the specific
job requirements and consists of both in-person and on-line training,
with each site maintaining a training plan. Each site alsohas context-
specific contractor training, covering hazard communications, work
permit processes, site rules and incidentreporting.
Supportive Culture continued
In 2022, several our sites celebrated extended periods
ofsafe operation.
Corpus Christi, TX, US, achieved 19 years without a
recordable employee injury, showing strong employee
engagement indriving continuous improvements in safety
culture and taking responsibility for their own and others
safety, even through various organisational changes in that
time period.
Other sites also celebrated significant milestones without
anemployee recordable injury: Amarillo, TX, US, and
Katwijk, Finland (11 years); Milwaukee, WI, US (10 years);
Newberry mine, CA, US (7 years); Middletown, NY, US,
andDakota City, NE, US (6 years); Livingston, UK (5 years);
our new Taloja, India, site (1.56 million safe hours).
The dedication and commitment of all our employees and
contractors to looking after both themselves and each other
is a strong reflection of our culture and values in practice.
SAFETY METRIC METHODOLOGY
We use the US Occupational Safety and Health
Administration (OSHA) Regulation definition for a
recordableinjury:
a work-related accident or illness that results in one
ormore of: death; loss of consciousness; absence of
more than one day; medical treatment beyond first aid;
restricted work or transfer to another job
Total recordable and injury and illness rate (TRIR) is
thenumber of recordable cases multiplied by 200,000
divided by total hours worked by all employees over a
calendar year.We exclude contractors from the TRIR
calculation, separately tracking the number of contractor
recordable injuries.
A Lost Time Accident (LTA) is a work-related injury or
illnessthat requires greater than three days away from
work(excluding the day of the incident).
A Tier 1 or Tier 2 process safety event involved loss of
primary containment with consequence. It is an unplanned
or uncontrolled release of any material from a process.
Tier1has a higher magnitude of consequence than Tier 2,
asdefined in the American Petroleum Institute (API)
Recommended Practice (RP) 754.
Annual Report and Accounts 2022
Elementis plc
62
Employee engagement capital index %
2020
55
61
63
20222021
ENGAGEMENT ON THE FACTORY FLOOR
OUR EMPLOYEES
Employees are empowered to work autonomously and
challengedto explore new possibilities to develop skills and
growprofessionally. Everyone’s contributions are valued, and
workhas a meaningful impact. Employees will find the support
they need to be and do their best, and to be a trusted guide for
ourcustomers, using their expertise to solve their challenges.
Together, we are innovating to enhance our customers’
performance—and driving sustainable growth for our Company.
ENGAGEMENT AND WELLBEING
Elementis is committed to improving employee engagement
throughout the business. Our engagement survey enables our
people to provide feedback about what they need to become
happier and more successful at work. We use the feedback and
external trend analysis to make data driven decisions that improve
employee engagement and company performance.
At Elementis, people managers are empowered to improve
employee engagement in their teams using the engagement data
oftheir teams, and are provided with training and tools. In 2022
wehad a response rate of 60% and an Engagement Capital of 61%
(-2% since 2021; +6% since 2020). We believe the slight drop is
dueto uncertainty in some parts of the business. The Manager
index was 65% (+1% since 2021; +7% since 2020), and the DE&I
Index was 67% (+3% since 2021; +10% since 2020). In 2023 we are
launching a new methodology and platform to improve engagement.
The Company continues to highlight the importance of mental
health. We support flexible working, provide employee assistance
helplines; and have regular informal check-ins with employees. We
have continued global employee townhalls and other engagement
efforts in a virtual setting. The CEO has informal sessions such
as‘Coffee with the CEO’ to further connect with employees. Our
health and wellness initiatives include free webinars for employees
on mental and physical wellbeing. As employees continue to work
through the challenges associated with COVID-19, ongoing focus
and support will remain a key priority.
The divestment of our Chromium business meant 177 employees
exited Elementis, with all but two located in the Americas region.
2 0 2 2 E X .
CHROMIUM 2022 2021 2020 2019
Total employees 1,315 1,492 1,413 1,353 1,342
Americas 436 611 589 582 609
Europe / Middle East 455 456 446 433 418
Asia 424 425 378 338 315
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63
Connect. Grow. Make an Impact:
Our Employee Value Proposition
Supportive Culture continued
In 2022, we launched our Employee Value
Proposition (EVP): Connect. Grow. Make an
impact. We started our journey to develop
our EVP in 2021. The aim was toidentify
what employees value about Elementis,
what makes thisa satisfying and engaging
place to work.
We gathered input from our employees regarding what they
loveabout Elementis – our strengths, our identity and our culture.
Weinterviewed employees, conducted multiple workshops and
employee focus groups, and sent out a Company-wide global survey.
All these activities resulted in our EVP.
Connect. Grow. Make an impact are identified by our employees
asour core areas of strength. Connect – as our people value the
collaboration and being part of a team. Grow – as there are plenty
ofopportunities to participate in projects and gain new perspectives
and experiences. Make an impact – because everyone can make
contributions and our work is important for our customers.
For the launch of the EVP, we held photoshoots at several of our
locations and used our own employee photos to feature in our
materials, such as an employee and people manager brochure
andposters. Countries and locations held townhall meetings,
jointmeals and other get-togethers to present and discuss
themeaning of our EVP. The feedback has been positive and
employees recognise the strengths and language used. We have
adapted our global programmes to reflect the language of our EVP
and will continue in2023 to engage with our employees to ensure
every colleague experiences Connect. Grow. Make an impact.
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Elementis plc
64
% FEMALE
2 0 2 2 e x .
Chromium 2022 2021 2020 2019
Senior leaders* 37 34 31 30 25
Total 26 24 24 24 23
* ELT and direct reports, excluding administrative personnel
EMPLOYMENT
Our HR policies demonstrate how our Values are put into practice.
They underscore our commitment to providing equalopportunities
in employment, striving to ensure that thework environment is free
of harassment and bullying, and thateveryone is treated with
dignity and respect. Our policies areavailable to all employees via
the Company intranet and localHR.Mandatory training is provided
to employees.
Whilst the Company has less than 250 employees in the UK
andistherefore not required to report under the gender pay gap
regulations, the Company reviews gender pay on a biennial basis
with the most recent one completed and reviewed by the Board in
December 2022. The gender pay gap has greatly improved since
2020 due to the joining of female employees in higher paid roles
including HSE, Legal, Sales, Finance, HR and Compliance. The
female group were paid higher than the male group in salary and
bonus with apay gap of -3.7% at the mean and -40.7% at the
median which was an improvement from 7% and 26% in 2020.
We are committed to providing fair and market competitive pay
and benefits to attract, engage and motivate employees at all
levels. In comparison with external benchmark in similar industries
and geographic area, we aim to pay fully competent individuals
who consistently meet performance expectations at competitive
market levels. We are accredited by the UK Living Wage
Foundation in respect of our pay commitment to direct and
thirdparty employees at all UK locations.
Guided by our global benefit principles, benefit programmes vary
from one country to another as government mandates, cultural
factors and market norms shape local programme design and
employee expectations. To ensure fairness and understand the
local application of the principles, we conducted a benefit audit in
the fourth quarter of 2022 and found that local offerings were well
aligned to and within the scope of our global principles.
All countries offer some form of retirement scheme, ranging from
the employee-invested 401k plan in the US to wholly state provided
and cash lump sums after retirement. In countries where state
programmes are at a basic level, the company offers private plans
in addition to the mandatory contributions to the state programme.
Employees in all countries have access to government health plan,
to which the Company contributes, and/or a Company sponsored
plan. Employees in India, US and Brazil are provided Company
sponsored healthcare plans as there are no national healthcare
system or the coverage is limited. In the UK and Germany, the
Company offers supplemental health insurance in addition to the
mandatory contributions to the national programmes. The offering
of a supplemental plan in UK is above market norms as private
medical schemes are not common and only offered by10%
ofemployers.
DIVERSITY, EQUITY AND INCLUSION
Elementis strives to create a culture where all employees feel
safe,respected, valued, and empowered to contribute ideas and
perspectives. We recognise that the diversity of our people and
theinclusive nature of our culture are intrinsic to better business
decisions and fundamental to the success of our strategy.
During the year, the Board has received updates on DE&I
mattersand the Board’s composition and diversity has been
managed in accordance with the Board diversity policy and
objectives. We have, as at 31 December 2022 and the date of this
report, a Board composition with 37.5% female Board members
(eight individuals, three female, five male). Further information
onthe diversity of our Board can be found onpage 118.
Our DE&I Leadership Council is co-chaired by the CEO and
CHROand is represented by senior leaders who have a passion
forDE&I. During 2022, the council delivered functional and
business segment DE&I strategies, and is further driving greater
accountability within the organisation. The council has continued
to deliver against its roadmap with initiatives centred around
knowledge and culture, process and policy, and communications
and reporting.
This year, education for DE&I topics has been focused on
creatingan inclusive culture and continuing to build leadership
skills through a Train the Trainer series. Expert speakers
addressedfoundations of inclusion in organisations and active
cultural advocacy while compliance training was delivered to all
employees on microaggressions and allyship. Over 323 hours
ofself-directed LinkedIn Learning DE&I content was logged, and
Allyship and Advocacy workshops were delivered to 220 people
managers globally.
Our employee resource groups (ERGs) are becoming more
established and are helping raise awareness of various topics
andperspectives. The global Women in Leadership forum has
organised external speakers for a range of topics and established
a framework for ‘Listening Lounges’ to be facilitated regionally
in2023. In the US, Empowering Each Other, a local women in
leadership forum, was established to create greater opportunities
forlearning, mentoring and volunteering in the community.
Elementis is an equal opportunities employer and considers
applications for employment from all backgrounds. We provide
facilities, equipment and training to assist all employees. Should
anemployee become differently abled during their employment,
efforts would be made to retain them in their current role or to
explore opportunities for redeployment in the Group. In 2022,
theFacility Access Programme executed on removing physical
barriers, with 14 sites completing plans.
Our strategy to increase gender diversity continues to result
inagreater proportion of females in senior positions, up to 34%
in2022 (62 individuals, 21 female, 41 male; 2021: 31%). We align
withthe FTSE Women Leaders definition of senior positions,
thatisour ELT and direct reports excluding administrative roles.
Across the whole employee population, gender diversity remained
flat at 24% in 2022 (1,492 individuals, 358 female, 1,134 male;
2021: 24%). Thiscompares with 34% women in manufacturing
roles(International Labour Organisation data). Considering our
continuing operations (excluding employees in the divested
Chromium business), our % total females becomes 26% (1,315
individuals, 342 female, 973 male), with 37% as seniorleaders
(59individuals, 22 female, 37 male).
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Elementis plc
65
We are committed to accommodating flexible work arrangements
including work from home, flexible work schedule and part-time
work, as long as the role allows, and we promote meaningful and
open conversations about what works best to balance individual
needs and deliver against goals and business requirements.
We provide a variety of leave programmes to support employees
through life events, including family leave to care for sick family
members, paternity and maternity leave, and bereavement leave.
Leave entitlement varies greatly across countries but the offerings
are all in-line or above market norms.
In addition, each country offers multiple forms of personal
andfamily support which aim to enhance work-life balance
andincrease employees sense of well-being. Examples are
childeducation and childcare support, meal allowance or meal
voucher,on-site canteen, transportation support, and gifts
forholidays and life events.
In 2022, 6.4% of our employees were union members (data
excludes Ludwigshafen, Germany where we have no right to
thisinformation). 24.3% were subject to collective bargaining
agreements. The total voluntary attrition rate in 2022 was 10.7%
(2021: 5.9%). The divestment of our Chromium business only has
asmall impact on these statistics.
2022 METRIC
INCLUDING
CHROMIUM
EXCLUDING
CHROMIUM
Union membership 6.4% 5.6%
Collective Bargaining Agreement 24.3% 26.1%
Voluntary Turnover 10.7% 10.6%
LEARNING AND DEVELOPMENT
As an employer, Elementis encourages our people to develop their
expertise and expand their skills, so we can all confidently create
value in everything we do. We embed learning and development
inour core processes via Performance Management and Talent
&Succession. With these processes, we have a fair and consistent
approach to assess individual learning and development needs,
provide clear learning and development targets, and create
learning and development opportunities.
Through live (virtual) workshops and LRN, we provide training
supporting our key priorities. All employees have unlimited access
to LinkedIn Learning, where they can take e-learnings that suit their
personal learning needs. 2,265 hours were logged on LinkedIn
Learning in 2022. All employees in China have unlimited access
toa local learning platform called Lzdxedu.com; 12,562 hours
werelogged on this platform.
People managers have a yearly learning journey with live
workshops, exercises and tools to grow their leadership skills.
Inaddition, all people managers have access to Gartner for
PeopleManagers, which provides them with targeted courses
andmaterials on leadership skills. People managers have the
biggest impact on employee engagement, and we are committed
to providing them the right tools to improve the engagement in
their teams. In 2023, we are launching a new platform for people
managers to improve engagement.
Supportive Culture continued
We recognise the importance of developing talent internally, as
well as attracting talent from outside the organisation, to provide
our employees with the skills they need to succeed in the future.
This year, we strengthened our organisation with 268 new hires,
the majority of whom were in manufacturing and supply chain.
PERFORMANCE MANAGEMENT
With the performance management process in Elementis we align
the business and drive organisational success. We stimulate a
culture of performance and develop our employees. It connects
thedifferent HR processes and ensures a fair and consistent
approach. The performance management process starts with
goalsetting where employees are asked to set goals that
contribute to the key priorities of Elementis. At Elementis we
challenge people to learn new skills and develop their career by
gaining experience beyond their day-to-day job responsibilities
and seeking out learning opportunities. As part of goal setting
wealso ask people to define how they want to grow in the coming
year, by defining learning and development actions. This gives
theirmanager input to coach them during the year based on their
personal needs. Weuse the mid-year review to review the goals
and actions, and adjust if needed and provide feedback. During
theyear-end review employees and managers evaluate the
performance and managers are asked to give a performance
rating. The ratings are calibrated to ensure fairness. The final
performance rating is connected to merit increase and bonus.
Allemployees that join before October in the year are mandated
toparticipate in the performance management process.
TRAINING HOURS
2,265 hours of training logged
on LinkedIn Learning
2,265 hours
12,562 hours of training in the
Chinese platform Lxdxedu.com
12,562 hours
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Elementis plc
66
Elementis is a sponsor to the Finnish baseball team
Sotkamon Jymy, based in Sotkamo, where the company
hasa talc site and employs about 80 people. Sotkamon
Jymy is a well-known team in the Finnish baseball league
and has won the gold medal 19 times.
Sotkamo is traditionally a baseball region in Finland.
Children play the sport from a young age in junior teams,
and aspire to join the professional team Sotkamon Jymy.
Jymy has values like passion, cooperation, courage, and
responsibility. They strive to be a responsible sports brand,
inspiring the local population and adding to the community
spirit. Since 2010, Sotkamon Jymy have organised an annual
charity match, with all money raised donated to local social
or medical organizations, such as the Children’s and Cancer
departments at Kainuu hospital.
Supporting sports
and the local community
Elementis encourages our people to develop their expertise and
expand their skills.
COMMUNITIES AND VOLUNTEERING
We offer our employees paid time off to spend volunteering and
encourage them to participate in volunteering activity as teams.
A few examples of activities done in 2022:
Employees in Livingston, UK, conducted three litter picking
activities in the local community.
A yoga session was conducted in India on International Yoga
Day to promote the significance of good health.
Employees in Hsinchu, Taiwan, visited elderly people in a local
nursing home and participated in activities celebrating the
traditional Double Ninth Festival.
Employees in Cologne, Germany, supported the Aids Aid
Cologne and helped with painting, cleaning up and renovating
aresidential house/housing project.
In China, during the lockdown period, employees from different
functions served people in the community. Employees also
collected clothes, books and toys, and donated to remote areas
in China.
Employees from Shanghai volunteered their time in cleaning up
activities in the area of Anji.
STRATEGIC REPORT CORPORATE GOVERNANCE
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Elementis plc
67
INTEGRITY IS OUR SPECIALTY
Our new Code of Conduct, entitled ‘Integrity is our
Specialty’ was launched on 25 May 2022 by our CEO, Paul
Waterman. A video from Paul introducing the Code was sent
to everyone via email and featured on our intranet. During a
well attended virtual townhall, our CEO and members of the
Executive Leadership team introduced our new Code, using
personal stories and experiences to bring it to life and
demonstrate its relevance to our day-to-day work.
At our sites in London, Cologne, Palmital and Livingston,
people gathered together to celebrate the launch, and
engage with the new Code. Every employee in the Company
was sent a small torch, and a letter to remind everyone that
– like a torch – our Code is there to guide the way.
ElementisCode of
Conductand Ethics
INTEGRITY
IS OUR
SPECIALTY
Responsible Business
ETHICS AND COMPLIANCE (E&C)
We are committed to conducting business with integrity
aroundtheworld and to fair and ethical behaviour throughout
ourorganisation. We relaunched our Code of Conduct and Ethics,
entitled ‘Integrity is our Specialty’ in May 2022. Our Code is the
cornerstone of our ethics and compliance programme. It helps
uscommunicate our commitment to responsible business and
promotes a culture of complying with the law and doing business
ethically. It provides the framework for:
Making a culture of ethics and compliance apparent and
accessible to all employees and third parties doing business
with Elementis
Providing training, information and guidance on key
complianceareas
Guaranteeing that all concerns are addressedappropriately
Ensuring ethical and compliance matters are considered and
weighted appropriately in all Elementis business decisions
Our Code is available on our website and translated into seven
languages. Posters were sent to every Elementis site to support
the launch of the Code, along with freestanding Quick Reference
Guide displays, suitable for locations such as reception and break
areas. These show information about the Code and a QR Code to
access it as well as details of our speak up channels. The E&C
section of the intranet was also redesigned to support the digital
launch of the Code and provide accessible information and
resources on a range of E&C topics.
Alongside the Code of Conduct, we also launched an Integrity is
our Specialty logo as a visual reminder of the importance of ethics
and compliance at Elementis.
OUR GOVERNANCE STRUCTURE
The Ethics and Compliance Council (ECC), set up in 2021, continued
to hold quarterly meetings throughout 2022. The ECC comprises
theGroup General Counsel & Company Secretary (Chair), the
executive leaders from each business segment and function, and
Internal Audit. The ECC reports to the CEO after eachmeeting and
to our Board of Directors twice a year. Its purpose is to uphold and
oversee an ethics and compliance culture at Elementis and to
ensure the Code, and related Elementis policies and standards,
are effectively communicated and implemented.
OUR RISK ASSESSMENT
Following the materiality assessment conducted with the ELT (see
page 39), which identified business ethics risks as the most
material set of risks considered in that exercise, our Global
Compliance Manager conducted a further series of risk workshops
at different levels of the organisation. These covered the three
ethics and compliance risks which were considered the most
relevant: competition and anti-trust, bribery and corruption and
trade sanctions. This information will be used in identifying any
risk-mitigation steps including awareness raising and training.
We are committed to conducting business with integrity around the world
and to fair and ethical behaviour throughout our organisation.
Other data points that we consider in assessing our compliance
risks include speak ups, investigations and litigation as well as
external data such as the Transparency International Corruption
Perception Index (TICPI). There were no recorded investigations
orlitigation related to any of these three key risks (competition
andanti-trust, bribery and corruption, and trade sanctions) in 2022.
KEY TOPICS IN 2022
Trade sanctions were a major area of focus for compliance since
late February when Russia invaded Ukraine. Various products
became subject to European Commission sanctions for sale or
supply to Russia. The Legal & Compliance team worked closely
with colleagues across the business units to manage compliance
and resolve questions.
In 2022, we took specific steps to ensure compliance with the new
USUyghur Forced Labor Prevention Act (UFLPA) which included
arisk based review of our suppliers and seeking assurances on
compliance from any vendors considered to be high risk. We also
updated our standard purchasing documents with revised Modern
Slavery wording.
Annual Report and Accounts 2022
Elementis plc
68
DATA PRIVACY
We remain committed to ensuring the security and confidentiality
ofour data. The Data Protection Steering Committee (DPSC)
continues to meet regularly, overseeing the Group’s compliance
with the ever-changing landscape of privacy and data protection
regulation. In 2022, this notably included legislative changes
across California and other US states.
In 2022, as the number of global cyber-attacks was on the rise
across the globe, we delivered a Cyber Preparedness Drill and
have initiated the review of our Incident Response Plan (IRP) and
associated procedures. We remain committed to the security of
our network and systems and continue to run regular simulated
phishing campaigns to raise employee awareness of cyber
securitythreats. The overall simulated compromise rate remained
considerably below the average predicted rate. We continue to
encourage the timely, open, and transparent reporting of actual
and potential incidents concerning personal data, and have dealt
with the following reports during 2022:
CAUSE OF REPORT
NO. OF
REPORTS
Disclosed in error 8
Technical/procedural failure 4
Theft of data/device 2
Third Party 3
Other 3
OUR SPEAK UP CULTURE
We value open and honest communication and encourage
employees and third parties to speak up about any concern
asitarises, to their manager, HR, other Elementis function (such
asHSE or Finance), or Legal and Compliance. Where an individual
does not feel able to raise the matter with anyone at Elementis,
itcan be raised confidentially and anonymously (where local law
permits) to a reporting service hosted independently of Elementis,
IntegrityCounts, which is available 24 hours a day, 7 days a week
inmultiple languages. These speak up channels are publicised in
various ways including in our Code, on our intranet, on the training
portal and on posters at sites.
All reports are reviewed and appropriate action taken, which
mayinclude investigation at the direction of the Group General
Counsel & Company Secretary. We promptly take all required
appropriate steps based on the outcome of the investigation,
following our internal investigations procedures including provision
of regular updates to the reporter. We have aclear stance on
non-retaliation and are committed to protecting any employee who
reports a violation in good faith from retaliation, even if the report
isnot substantiated in aninvestigation.
We received one report via the independent reporting service
during 2022 (2021: four) and two other speak up reports via direct
email, further details of which are set out in the table below. The
Compliance function is working with the ECC to consider how
todefine and capture data on speak ups which are not reported
through the hotline in order to obtain a better picture of our overall
level of speak up and any identifiable trends.
REPORT TYPE
DATE OF REPORT
(2022)
O U T C O M E O F
INVESTIGATION
HSE (via Integrity
Counts)
August
Narrative conclusion
– most issues had
been or were being
addressed.
Diversity, Equity
&Inclusion
(viadirect email)
August
Investigation not
required – steps
were taken to
address the issue.
Unethical
Behaviour (via
direct email)
December Not substantiated.
OUR TRAINING PROGRAM
We updated our training portal during 2022, making it more
engaging and easier to use, with clearer communications about
training courses. There were over 2000 hours of compliance
training completed on the portal in 2022. This was supplemented
by in-person training including a dedicated, tailor-made interactive
training session on competition and anti-trust law delivered to the
Personal Care team in November. In 2023, wewilldeliver an
updated programme of e-learning, tailored totherisks towhich
Elementis and its employees are exposed.
TRAINING EVENT
STRATEGIC REPORT CORPORATE GOVERNANCE
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Elementis plc
69
PRODUCT STEWARDSHIP
The products we sell are essential to everyday society. From
additives in coatings, cosmetic ingredients, and talc in industrial
and paper applications, we sell specialty substances that enable
these products to provide customers with the competitive
advantage they are looking for.
We are committed to making sure any hazards are minimised
by design wherever possible, helping to ensure no harm comes
to people or the environment during our product manufacture,
use and disposal. Our global Product Stewardship organisation
monitors local and regional regulations for impacts to our products
and supply chain and ensures our products are compliant with
current regulations. A member of the ELT oversees the group
andprovides the consistency and strategy needed to ensure
harmonised approaches to global customers while ensuring
localregulatory compliance.
Our Product Stewardship team is actively involved with our
Researchand Development organisation. When a new product is
conceptualised, Product Stewardship is engaged from the beginning
to ensure the materials, processes, and sales are compliant with
appropriate regulations. If they are not, we manage the authorization
process so that the product can be safely sold and used as intended.
We track Substances of Very High Concern (SVHC), taking proactive
action to eliminate these substances whenever it is technically
feasible and when required by customers. SVHC and other chemicals
of concern are brought to the attention of the Product Development
teams so they can either avoid them or manage them to expectations.
Elementis seeks to avoid animal testing whenever possible. If we
arerequired by regulation to do so (for example, under EU REACH
requirements) we engage third parties to conduct the tests in the
leastimpactful way possible. Our animal testing policy is available
onour website.
We use a software system to ensure our safety data sheets (SDS) and
product labelling complies with current regulation. Commercial SDS
for our products are available on our website in English and in local
languages. Product labels meet the regional requirements where the
products aresold. Label printing stations in plants and warehouses
are connected to our software system so that the most current label
isused when shipping products, and alerts are made to logistics
providers to relabel products in warehouses and storage locations
when regulations change, ensuring the most recent label is used
onproducts dispatched. We also work with our supply chain team to
ensure that ingredients used in our manufacturing meet all applicable
regulatory requirements.
RESPONSIBLE SOURCING
We operate a complex, international supply chain of approximately
5,000 suppliers for our raw material feedstocks and indirect
procurement, and we are committed to driving transparency
throughout these value chains and partnering with suppliers
whoshare our commitments.
We support the use of certified sustainable palm oil and
derivatives. Our Livingston, UK site purchases palm oil derivatives
for use in certain products. The site is third-party certified to the
Roundtable on Sustainable Palm Oil (RSPO) Mass Balance Supply
Chain Model.
In 2022, we signed a contract with an external provider for a
solution to bring increased standardisation and efficiency to our
third-party integrity risk-screening processes. The planned 2022
go-live will now take place in 2023. This will further enhance our
established zero-tolerance approach to corruption and modern
slavery in our supply chain.
TAX TRANSPARENCY
On an annual basis, we develop and publish our tax strategy.
This statement is approved by the Board and is available on
theCompany’s website. We aim for a proactive and transparent
relationship with all relevant tax authorities to facilitate meeting
our statutory and legislative obligations. For further details,
see pages 119-120.
LABORATORY TESTING
LABORATORY EQUIPMENT
Responsible Business continued
Annual Report and Accounts 2022
Elementis plc
70
Non-financial information statement
Section 414CA and 414CB of the Companies Act 2006 requires
theCompanytoprovide information to help stakeholders understand
ourposition on non-financial matters. The table below sets out where
youcanfind thisinformation:
REPORTING REQUIREMENT
POLICIES AND STANDARDS WHICH
GOVERN OUR APPROACH FURTHER INFORMATION
ANTI-CORRUPTION
ANDANTI-BRIBERY
Code of Conduct
Anti-corruption policy
Anti-trust policy (global competition)
Responsible business, pages 68-70
www.elementis.com
EMPLOYEES
Code of Conduct
Health, Safety and Environmental policy
Life saving rules
Data protection and privacy policies
Equality and diversity policies
Whistleblowing policies
Supportive culture, pages61-67
Diversity Policy and initiatives, pages 97
and117-118
Data Privacy, page 69
Whistleblowing, page 123
ENVIRONMENTAL MATTERS
Code of Conduct
Health, Safety and Environmental policy
Water Stewardship statement and policy
Biodiversity statement
Sustainability, pages 36-38
Materiality, pages 39-41
Climate strategy, pages 42-56
Protecting the environment, pages 57-60
Supportive culture, pages 61-67
www.elementis.com
R E S P E C T F O R
HUMANRIGHTS
Code of Conduct
Equality and diversity policies
Data protection and privacy policies
Purchasing Code of Practice
Modern Slavery Statement
Supportive culture, pages 61-67
Diversity Policy and initiatives, pages 97
and117-118
Data Privacy, page 69
www.elementis.com
SOCIAL MATTERS
Code of Conduct
Volunteering policy
Whilst we do not have specific policy
onsocial/community matters, we engage
directly with our communities wherever
weoperate
Supportive culture, pages 61-67
Stakeholder engagement – Communities
andthe environment, pages 73 and 106
STAKEHOLDERS
Section 172 Section 172, pages 74-75 and 106
DESCRIPTION OF
THEBUSINESS MODEL
Business Model, pages 18-19
DESCRIPTION OF PRINCIPAL
RISKS AND I M PA C T O N
BUSINESS ACTIVITY
Risk management, pages 86-89
Principal risks and uncertainties, pages
90-94
Audit Committee report, page 122
INNOVATION
Innovation at Elementis, pages 22-23
and26-27
NON-FINANCIAL
KEYPERFORMANCE
INDICATORS
Non-financial Key performance indicators,
pages 32-33
Sustainability, pages 36-38
Materiality, pages 39-41
Climate strategy, pages 42-56
Protecting the environment, pages 57-60
Reference to our policies, due diligence processes and information on how we are performing in these areas are contained
throughouttheStrategic report. Information on our principal risks can be found on pages 90-94, information on our non-financial
keyperformance indicators can be found on page 33 and a description of our business model can be found on pages 18-19. Certain
Group policies and internal standards and guidelines are not published externally.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
71
Stakeholder engagement
We are committed to listening to, engaging with and reflecting our
stakeholders’needs and priorities in our business plans and operations.
Ourengagement approach is based on trust and transparency, which
reflectsourstrategy and purpose.
Our customers rely on us to deliver
highquality products with superior
performance, efficiency and sustainability
features. We deliver a range of products
tocustomers around the world, and by
providing expertise and innovation, we
keep our customers at the forefront of
their industries.
A resilient and ethical supply chain
iscritical to our business. We rely on
oursuppliers to be able to meet the
needsof our customers so that we
canmeet our growth opportunities
andportfolio potential.
Our employees are crucial to the success
of our business and many of our decisions
have an impact on them. Our employees
want to feel valued and empowered to
make a difference. A safe, ethical and
sustainable workplace with rewarding
careers and investment in training and
development remain important hallmarks
of employee satisfaction.
Engagement helps us to understand our
impact on the wider society and the ways
in which we can work together to make
avaluable difference.
As owners of the Company, it is important
to understand their perspectives on
sustainable growth, capital efficiency
andhow the Company is run.
Engagement with governments and
localregulatory authorities helps to
ensure we understand changing
regulatory requirements and can
maintaina constructive dialogue
tomeetthese requirements.
WHAT MATTERS TO THEM
Customer service and performance
Supply reliability
Responsible investment
Affordability and value
WHAT MATTERS TO THEM
Responsible supply chain
Sustainability
Collaboration
WHAT MATTERS TO THEM
Health, safety and wellbeing
Diverse and inclusive workplace
Fair pay and reward
Opportunities for learning and growth
WHAT MATTERS TO THEM
Local employment
Economic contribution
Operational impact and disruption
Environmental considerations
WHAT MATTERS TO THEM
Strategy and business model
Financial performance and returns
Financial risk management
Strong leadership
ESG performance
Reputation
WHAT MATTERS TO THEM
Governance and compliance
Trust and transparency
Performance against regulatory targets
Environmental impact
Sustainable procurement
HOW WE ENGAGE
Continuous customer dialogue helps
inform our innovation that aligns with
market trends
Provide technical support services to our
customers; an established global key
account programme enables us to focus
on deepening our customer relationships
Continuous feedback loop with key large
customers drives more sustainable,
innovative products that will meet
theirneeds, strengthening partnerships
and collaborations
Participation in conferences, trade
showsand industry associations
HOW WE ENGAGE
Onboarding process provides two-way
communication to build relationships with
our suppliers
Direct engagement with suppliers by
senior management and regular contact
with procurement team to address any
issues or potential issues
Corporate responsibility and
ethicsreporting
HOW WE ENGAGE
Initiatives around health, safety and
wellbeing, and our organisational culture
Promote diversity and inclusion, and
training and development by undertaking
globally the 30 day inclusion challenge and
regional activities facilitated by the
employee resource group
Annual engagement survey to obtain
feedback and develop action plans
Global and local townhall meetings,
quarterly business briefings
Coffee with the CEO, works councils, and
business, site and functional meetings
Performance reviews and appraisals
provide feedback on agreed objectives
and career development discussions
Online training and support, and confidential
employee and wellbeing programme
Focus group sessions with employees,
held by our Designated Non-Executive
Director for Workforce Engagement
HOW WE ENGAGE
Environmental and social reporting on our
website, including corporate responsibility,
modern slavery, gender pay, water
stewardship and carbon emissions
Philanthropy and employee-matched
funding for charity policy
Local volunteering activities
CDP, UN Global Compact communication
on progress and EcoVadis submissions
Local biodiversity initiatives such as
recycling rainwater for banana plantations
in Brazil
HOW WE ENGAGE
Consult with our major shareholders on
specific issues such as ESG performance,
supply chain and enhanced innovation
Virtual innovation seminar held for
investors helps grow awareness and
understanding of innovation capabilities
HOW WE ENGAGE
Direct engagement with regulatory
authorities, including permit compliance,
reporting breaches, annual technical
submissions and regulatory guidance
Establishing and maintaining key
contactrelationships with the
Company’smain regulators
Active engagement with industry bodies
ACTIONS AND OUTCOMES
Launched 18 new products
60 innovation projects in development
$59m new business
$16m spend on R&D and technical support
Average of 25 online customer technical
supportseminars per month
ACTIONS AND OUTCOMES
Suppliers are held to high ethical standards
Reliability of supply/key raw materials
–development of additional raw material
supply sources
ACTIONS AND OUTCOMES
75% of sites without a recordable injury
61% response rate of employees
(engagement score)
2 global Women in Leadership events
Over 300 hours of online DE&I training
viaLinkedIn Learning
4 global townhall meetings and 5 informal
‘Coffee with the CEO’ sessions
ACTIONS AND OUTCOMES
Water stewardship policy
Volunteering and fundraising activities
Gold rating from EcoVadis and B rating
forCDP Climate
Alignment with UN SDGs
ACTIONS AND OUTCOMES
58 investor meetings during the year
Attendance at an investor conference
Hybrid AGM
All AGM resolutions passed
Shareholder feedback informs Board and
Committee decision making
ACTIONS AND OUTCOMES
Dialogue with Financial Reporting Council
in response to the ‘Corporate Reporting
Review Operating Procedures’ review
– see further information on page 123
Certifications and accreditations build
trust and transparency through operating
as a responsible business
Read more on pages 22-23 Read more on pages 16-17 Read more on pages 61-67 Read more on pages 36-60 Read more on page 110
1. 2. 3.
Customers
Suppliers
Employees
Annual Report and Accounts 2022
Elementis plc
72
Our customers rely on us to deliver
highquality products with superior
performance, efficiency and sustainability
features. We deliver a range of products
tocustomers around the world, and by
providing expertise and innovation, we
keep our customers at the forefront of
their industries.
A resilient and ethical supply chain
iscritical to our business. We rely on
oursuppliers to be able to meet the
needsof our customers so that we
canmeet our growth opportunities
andportfolio potential.
Our employees are crucial to the success
of our business and many of our decisions
have an impact on them. Our employees
want to feel valued and empowered to
make a difference. A safe, ethical and
sustainable workplace with rewarding
careers and investment in training and
development remain important hallmarks
of employee satisfaction.
Engagement helps us to understand our
impact on the wider society and the ways
in which we can work together to make
avaluable difference.
As owners of the Company, it is important
to understand their perspectives on
sustainable growth, capital efficiency
andhow the Company is run.
Engagement with governments and
localregulatory authorities helps to
ensure we understand changing
regulatory requirements and can
maintaina constructive dialogue
tomeetthese requirements.
WHAT MATTERS TO THEM
Customer service and performance
Supply reliability
Responsible investment
Affordability and value
WHAT MATTERS TO THEM
Responsible supply chain
Sustainability
Collaboration
WHAT MATTERS TO THEM
Health, safety and wellbeing
Diverse and inclusive workplace
Fair pay and reward
Opportunities for learning and growth
WHAT MATTERS TO THEM
Local employment
Economic contribution
Operational impact and disruption
Environmental considerations
WHAT MATTERS TO THEM
Strategy and business model
Financial performance and returns
Financial risk management
Strong leadership
ESG performance
Reputation
WHAT MATTERS TO THEM
Governance and compliance
Trust and transparency
Performance against regulatory targets
Environmental impact
Sustainable procurement
HOW WE ENGAGE
Continuous customer dialogue helps
inform our innovation that aligns with
market trends
Provide technical support services to our
customers; an established global key
account programme enables us to focus
on deepening our customer relationships
Continuous feedback loop with key large
customers drives more sustainable,
innovative products that will meet
theirneeds, strengthening partnerships
and collaborations
Participation in conferences, trade
showsand industry associations
HOW WE ENGAGE
Onboarding process provides two-way
communication to build relationships with
our suppliers
Direct engagement with suppliers by
senior management and regular contact
with procurement team to address any
issues or potential issues
Corporate responsibility and
ethicsreporting
HOW WE ENGAGE
Initiatives around health, safety and
wellbeing, and our organisational culture
Promote diversity and inclusion, and
training and development by undertaking
globally the 30 day inclusion challenge and
regional activities facilitated by the
employee resource group
Annual engagement survey to obtain
feedback and develop action plans
Global and local townhall meetings,
quarterly business briefings
Coffee with the CEO, works councils, and
business, site and functional meetings
Performance reviews and appraisals
provide feedback on agreed objectives
and career development discussions
Online training and support, and confidential
employee and wellbeing programme
Focus group sessions with employees,
held by our Designated Non-Executive
Director for Workforce Engagement
HOW WE ENGAGE
Environmental and social reporting on our
website, including corporate responsibility,
modern slavery, gender pay, water
stewardship and carbon emissions
Philanthropy and employee-matched
funding for charity policy
Local volunteering activities
CDP, UN Global Compact communication
on progress and EcoVadis submissions
Local biodiversity initiatives such as
recycling rainwater for banana plantations
in Brazil
HOW WE ENGAGE
Consult with our major shareholders on
specific issues such as ESG performance,
supply chain and enhanced innovation
Virtual innovation seminar held for
investors helps grow awareness and
understanding of innovation capabilities
HOW WE ENGAGE
Direct engagement with regulatory
authorities, including permit compliance,
reporting breaches, annual technical
submissions and regulatory guidance
Establishing and maintaining key
contactrelationships with the
Company’smain regulators
Active engagement with industry bodies
ACTIONS AND OUTCOMES
Launched 18 new products
60 innovation projects in development
$59m new business
$16m spend on R&D and technical support
Average of 25 online customer technical
supportseminars per month
ACTIONS AND OUTCOMES
Suppliers are held to high ethical standards
Reliability of supply/key raw materials
–development of additional raw material
supply sources
ACTIONS AND OUTCOMES
75% of sites without a recordable injury
61% response rate of employees
(engagement score)
2 global Women in Leadership events
Over 300 hours of online DE&I training
viaLinkedIn Learning
4 global townhall meetings and 5 informal
‘Coffee with the CEO’ sessions
ACTIONS AND OUTCOMES
Water stewardship policy
Volunteering and fundraising activities
Gold rating from EcoVadis and B rating
forCDP Climate
Alignment with UN SDGs
ACTIONS AND OUTCOMES
58 investor meetings during the year
Attendance at an investor conference
Hybrid AGM
All AGM resolutions passed
Shareholder feedback informs Board and
Committee decision making
ACTIONS AND OUTCOMES
Dialogue with Financial Reporting Council
in response to the ‘Corporate Reporting
Review Operating Procedures’ review
– see further information on page 123
Certifications and accreditations build
trust and transparency through operating
as a responsible business
Read more on pages 22-23 Read more on pages 16-17 Read more on pages 61-67 Read more on pages 36-60 Read more on page 110
HOW THE BOARD ENGAGES
Information regarding how the Board engages
canbefoundonpages 106-108.
4. 5. 6.
Communities
and the
environment
Investors
Government
trade bodies
and regulators
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
73
Section 172(1) statement
Promoting the success of the Company
BOARD INFORMATION
BOARD STRATEGIC DISCUSSION
BOARD DECISION
Each of the Directors is aware of their duties and has
receivedtraining on s.172(1)
Board papers include specific
reference to s.172(1) and
stakeholder interests
Board directly and indirectly
engages with stakeholders
Board considers quality
ofinformation and seeks
assurance where necessary
Chair facilitates Board
discussion ahead of
formaldebate
Company Secretary records
allBoard decisions
Board decisions are
cascaded for implementation
BOARD TRAINING
Our Directors have a duty under Section 172(1)(a) to (f) of
theCompanies Act 2006 (s.172(1)) to promote the success
oftheCompany for the benefit of its members. In doing so, they
musthave regard (among other matters) to the likely long term
consequences of their decisions, the interests of our employees,
the business relationships with oursuppliers, customers and
others, the impact of our operations on the community and
theenvironment, the desirability of the Company maintaining
areputation for high standards of business conduct and the
needtoact fairly as between our shareholders.
To be able to fulfil their duties when making decisions, it is
essential that our Directors understand what matters to our
stakeholders and, equally, that it is not always possible to provide
positive outcomes for all stakeholders when considering the long
term success of the Company.
Details of our stakeholder groups and how the business and the Board
have engaged with them during the year are set out on pages 72-73.
The Board receives information on stakeholder engagement
matters through regular reports and presentations from senior
management throughout the year. All Board papers for principal
Board decisions include a specific section on s.172(1) and
stakeholder interests. In addition to s.172(1) duties, there are also
other factors that are taken into account or may be considered
relevant in the context of decision making, for example, pension
scheme members or engagement with regulatory authorities.
Directors bring additional value by sharing knowledge or insight
gained from previous or current roles which enable a more holistic
approach to the decision making environment.
Christine Soden, our Designated Non-Executive Director for
workforce engagement, ensures that the views and concerns of
the workforce are brought to the Board and are taken into account.
Further information on our approach to workforce engagement can
be found on pages 106-108.
The Board made several site visits in 2022: to our Sotkamo and
Vuonos sites in Finland and to our East Windsor and St Louis sites
in the US. In addition, John O’Higgins, Christine Soden and Trudy
Schoolenberg visited our Newberry Springs mine and processing
plant in California, US. These visits provided opportunities for our
employees to engage with the Directors during their tours of the
sites, and through management overview presentations and
‘fireside chats’, as well as over dinners with the Board.
In addition, the Directors also engage directly with our investors
(see page 110 for more detail) and participate in wider engagement
with our employees.
S.172 MATTERS READ MORE PAGES
(a) Consequences of decisionsin the long term Our business model
Our strategic priorities
Principal risks and uncertainties
Viability statement and going concern
Climate strategy
Board activities
18-19
24-31
90-94
95
42-56
105
(b) Interests of employees Non-financial information statement
Supportive culture
71
61-67
(c) Fostering business relationships with suppliers,
customers and others
Sustainability
Materiality
Operating review
Our strategic priorities
36-38
39-41
82-85
24-31
(d) Impact of operations on the community and the
environment
Sustainability
Climate strategy
Protecting the environment
36-38
42-56
57-60
(e) Maintaining high standards ofbusiness conduct Sustainability 36-38
(f) Acting fairly between members Shareholder engagement
Voting rights
110
153
HOW THE BOARD FULFILS ITS S.172 DUTIES
Annual Report and Accounts 2022
Elementis plc
74
MATTERS CONSIDERED BY THE BOARD
The following are some of the decisions made by the Board this year which demonstrate how colleague interests, the need to foster
businessrelationship with other key stakeholders and other section 172(1) matters have been taken into account in discussions and
decision making:
DECISION
S .172 (1)
CONSIDERATIONS THE BOARD’S ROLE
SALE OF CHROMIUM
BUSINESS
The key stakeholders
identified:
The impact of a
decision to divest the
Chromium business
on the retained Group
operations in the
longer term, as well as
on stakeholders of the
divested business.
Whether the interests
of the Chromium
business’s employees,
customers and
suppliers would be
best served as part
ofthe Group or under
a new owner.
The changed profile
ofElementis’
environmental
impactsif the
Chromium business
were to be sold.
The Board approved the initiation of a strategic review of the Group’s
Chromium business in April 2022. In the intervening period, which led to the
announcement (in November 2022) that a sale of the Chromium business
had been agreed, the Board regularly considered options in the strategic
review, including assessing if divesting the Chromium business would
deliver benefits to the retained Group, including the ability to focus as
aspecialty additives business. The Board’s decision making process
took into consideration the possible applications for any sale proceeds,
including paying down the Group’s debt and thereby strengthening
itsbalance sheet, which in turn would be expected to have a positive
impact on the covenant afforded to the Elementis Group Pension
Scheme,as well as the Group’s ability to resume dividends to shareholders
in future. The Board also had regard to the implications for the Group’s
environmental sustainability profile of a potential sale, which would
reduce the Group’s Scope 1 and 2 (market) emissions by approximately
75%, as well as positively impact the Group’s Scope 3 emissions. The
Board evaluated the profiles of prospective buyers for the Chromium
business and concluded that a divestment to the Yildirim Group,
aleading Turkish industrial conglomerate and major producer of chrome
ore and high carbon ferrochrome, would be likely to result in positive
outcomes for employees, customers and suppliers of the Chromium
business. Finally, the Board used insights from investor dialogues to
conclude that the timing of the proposed divestment was appropriate.
EMPLOYEE VALUE
PROPOSITION
The key stakeholders
identified:
The Board recognises
the importance of
attracting and retaining
talented employees to
the long term success
oftheGroup.
In the context of the ongoing COVID-19 recovery, and the increased
challenges for organisations in attracting and retaining high calibre
employees, the Board received a proposal by management to take a
proactive approach to communicating, internally and externally, a globally
consistent position on what the Group uniquely offers as an employer.
The Board received consolidated input from over 600 employees, from
which the concept ‘Connect. Grow. Make an Impact’ emerged, and
reviewed the proposed launch plans, including posters, brochures and
in-person events. The Board endorsed the close alignment of the new
Employee Value Proposition to the five Elementis Values.
SUSTAINABILITY
STRATEGY
The key stakeholders
identified:
The ability to adapt to
stakeholders’ evolving
environmental
sustainability
expectations as well
asapplicable legal
requirements is essential
to the long term viability
of the Group.
The Board endorsed the output of the sustainability ‘materiality
assessment’ in early 2022 – which identified the most important
sustainability topics by business impact and stakeholder importance – and
management’s focus on these material areas during the year. The Board
carefully considered the proposed adoption of a science based target for
reduction in our greenhouse gas emissions by circa 2030, and the related
updating of the Group’s long term ambition statement from ‘carbon
neutral’ to ‘Net Zero by 2050’, as well as the form of our first Net Zero
transition plan, and approved these progressive steps, determining that
they would better meet the expectations of the Group’s employees,
customers and shareholders in terms of the Group’s management of its
greenhouse gas footprint, as well as aligning our greenhouse gas emission
reduction pathway with the UKs legal commitments and complying with
UK corporate disclosure regulations.
KEY
Suppliers
Employees Investors
Environmental
and communities
Customers
Government
andregulators
Creditors
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
75
Finance report
As a result of successful pricing and margin
management in response to accelerating cost
inflation and a particularly strong performance
in Personal Care and Coatings we delivered
another improved level of performance. Earnings
recovery and net cash generation resulted in a
further reduction in financial leverage from 2.6x
to2.2xnetdebt to EBITDA.
Ralph Hewins
Chief Financial Officer
GROUP RESULTS
In 2022, revenue from continuing operations increased 4% from
$709m to $736m, due to strong new business success, targeted
pricing actions and demand recovery across most of our end
markets. Excluding the impact of currency translation, underlying
revenue from continuing operations increased 10%. Revenue
inPersonal Care rose 21% on a reported basis and 26% on an
underlying basis*, delivering record sales in both AP Actives and
Cosmetics. In Coatings, revenue increased 1% on a reported basis
and 5% on an underlying basis*, with pricing actions and a better
product mix offsetting lower volumes. In Talc, revenue decreased
10% on areported basis and increased 2% on anunderlying
basis*, with a decline in volumes partially offset by pricing
actionsand an improved product mix. Revenue in Chromium,
adiscontinued operation, increased 8%, due to strong volume
growth as demand increased across arange of industrial
endmarkets.
Reported operating profit/loss from continuing operations
decreased from a profit of $12m to a lossof $42m, with a
strongperformance improvement more than offset by $142m
ofadjusting items; the largest of which was a $103.4m non-cash
Talc goodwill impairment (2021: Talc $52.3m) due to the lower
demand environment, global inflationary pressures, higher energy
costs and the rising cost of capital in the second half of 2022.
Adjusted operating profit from continuing operations increased
23% on an underlying basis* from $82m to $101m, withthe
aforementioned higher revenue and associated earnings more
thanoffsetting cost inflation. The loss before income tax from
continuing operations for the year was $63m compared with
$8min 2021.
Further performance improvement
andleveragereduction
Annual Report and Accounts 2022
Elementis plc
76
ADJUSTING ITEMS
In addition to the statutory results, the Group uses alternative performance measures, such as adjusted operating profit and adjusted
dilutedearnings per share, to provide additional useful analysis of the performance of the business. The Board considers these non-GAAP
measures as an alternative way to measure the Group’s performance. Adjusting items in 2022 resulted in a charge of$135.7m before tax, an
increase of $68.6m against last year. The key categories of adjusting items are summarised below. For moreinformation onadjusting items
and the Group’s policy for adjusting items, please see Note 5 and Note1 to the financialstatements respectively.
Credit/(charge)
Personal
Ca re
$m
Coatings
$m
Ta lc
$m
Central
c o st s
$m
Continuing
$m
Discontinued
$m
Total
$m
Business transformation (2.9) (1.9) (4.8) (4.8)
Environmental provisions 3.8 3.8 (2.2) 1.6
Impairment of property, plant and equipment (23.0) (23.0) (23.0)
Impairment of goodwill (103.4) (103.4) (103.4)
Costs associated with Chromium disposal (5.6) (5.6)
Amortisation of intangibles arising on acquisitions (8.4) (1.2) (5.3) (14.9) (0.2) (15.1)
Total charge to operating profit (8.4) (4.1) (133.6) 3.8 (142.3) (8.0) (150.3)
Unrealised mark to market of derivatives 6.6 6.6 6.6
Total (8.4) (4.1) (133.6) 10.4 (135.7) (8.0) (143.7)
BUSINESS TRANSFORMATION
In November 2020, the closure of the Charleston plant was
announced. Costs of $2.9m in 2022 (including $0.4m of
depreciation) associated with preparing thesite for sale are
classified as an adjusting item and the site is planned to be
disposed of in the future. Since November 2020, costs of $22.7m
have been incurred in relation to the closure of the site. Further
charges of $1.9m relate to the Talc integration and synergy
projects. These projects were completed in 2022.
ENVIRONMENTAL PROVISIONS
The Group’s environmental provision is calculated on a discounted
cash flow basis, reflecting the time period over which spending is
estimated to take place. The movement in continuing provisions
relates to a change in discount rates that has decreased the liability
by $7.2m (2021: $0.6m) in the year, and extra remediation work
identified in the year which has resulted in a $3.4m (2021: $5.3m)
increase to the liability. As these costs relate to non-operational
facilities, they are classified as adjusting items.
IMPAIRMENT OF GOODWILL
The performance of the Talc business was adversely impacted
inthe second half of 2022 by a lower demand environment,
globalinflationary pressures, higher energy costs and the Russian
invasion of Ukraine. These factors, as well as a reduction in the
near term forecasted profitability of the Talc business and a rise
inthe pre-tax discount rate, resulted in an impairment charge of
$103.4m being recognised (2021: $52.3m), to reduce the remaining
Talc goodwill to $nil. Due to the currency in which the goodwill was
held, this impairment also gave rise to a $8.0m (2021: $0.8m)
movement in exchange differences on translation of foreign
operations within other comprehensive income.
IMPAIRMENT OF PROPERTY, PLANT
ANDEQUIPMENT
In 2022, the Group recognised a non-cash $23.0m impairment
inrespect of non-operational bioleaching property, plant and
equipment in the Talc business. The Group determined that
theoperational, health and safety and financial commitments
requiredto operate the equipment were not the best use of
theGroups resources.
COSTS ASSOCIATED WITH CHROMIUM DISPOSAL
As announced in November 2022, the Group signed a sale and
purchase agreement for the divestment of its Chromium business.
The transaction completed in January 2023. Costs totalling $5.6m
were incurred during 2022 as part of the divestiture process.
AMORTISATION OF INTANGIBLES ARISING ON
ACQUISITIONS
Amortisation of $14.9m (2021: $15.8m) represents the charge in
respect of the Group’s acquired intangible assets. As in previous
years, these are included in adjusting items as they are a non-cash
charge arising from historical investment activities.
UNREALISED MARK TO MARKET OF
DERIVATIVES
The unrealised movements in the mark to market valuation of
financial instruments that are not in hedging relationships are
treated as adjusting items as they are unrealised non-cash fair
value adjustments that will not affect the cash flows of the Group.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
77
REVENUE
2022
$m
2021
$m Change
Personal Care 211.5 174.7 36.8
Coatings 389.1 384.3 4.8
Talc 135.8 150.4 (14.6)
Inter-segment
Revenue from continuing operations 736.4 709.4 27.0
Revenue from discontinued operation 185.0 170.7 14.3
Revenue from total operations 921.4 880.1 41.3
ADJUSTED OPERATING PROFIT
2022 2021
Operating
profit/
( l o s s)
$m
A d j u s t i n g
items
$m
A d j u s t e d
operating
profit/
( l o s s)
$m
Δ
Operating
profit/
( l os s )
$m
Adjusting
i t e ms
$m
Adjusted
operating
profit/
( l os s )
$m
Δ
Personal Care 44.4 8.4 52.8 27.9 8.8 36.7
Coatings 69.2 4.1 73.3 56.5 5.3 61.8
Talc (134.0) 133.6 (0.4) (44.3) 58.3 14.0
Central costs
#
(21.4) (3.8) (25.2) (28.2) 3.7 (24.5)
Operating (loss)/profit from continuing operations (41.8) 142.3 100.5 11.9 76.1 88.0
Operating profit from discontinued operations 15.2 8.0 23.2 14.5 4.1 18.6
Operating (loss)/profit from total operations (26.6) 150.3 123.7 26.4 80.2 106.6
Δ After adjusting items – see Note 5 to the financial statements.
# Central costs include $6.8m (2021: $4.5m) of stranded costs in relation to the Chromium business following the discontinued operations classification.
GROUP PERFORMANCE – REVENUE
Revenue
2021
$m
Effect of
exchange
rates
$m
Increase
2022
$m
Revenue
2022
$m
Personal Care 174.7 (7.4) 44.2 211.5
Coatings 384.3 (14.9) 19.7 389.1
Talc 150.4 (16.9) 2.3 135.8
Inter-segment
Revenue from continuing operations 709.4 (39.2) 66.2 736.4
Revenue from discontinued operations 170.7 14.3 185.0
Revenue from total operations 880.1 (39.2) 80.5 921.4
GROUP PERFORMANCE – ADJUSTED OPERATING PROFIT
Operating
profit
2021
Δ
$m
Effect of
exchange
rates
$m
Increase/
(decrease)
2022
$m
Operating
profit
2022
Δ
$m
Personal Care 36.7 (2.6) 18.7 52.8
Coatings 61.8 (3.1) 14.6 73.3
Talc 14.0 (1.7) (12.7) (0.4)
Central costs (24.5) 1.0 (1.7) (25.2)
Adjusted operating profit from continuing operations 88.0 (6.4) 18.9 100.5
Adjusted operating profit from discontinued operations 18.6 4.6 23.2
Adjusted operating profit from total operations 106.6 (6.4) 23.5 123.7
Δ After adjusting items – see Note 5 to the financial statements.
Finance report continued
Annual Report and Accounts 2022
Elementis plc
78
HEDGING
Cash flow hedges are used as part of a programme to manage the
Group’s exposure to interest rate risk and commodity price risk,
particularly those associated with US dollar and euro interest
payments and aluminium and nickel pricing. In 2022, interest rate
and commodity price movements were such that the net impact of
the hedge transactions was again of $1.6m (2021: gain of $2.7m)
recycled to the income statement.
CENTRAL COSTS
Central costs are those costs that are not identifiable as expenses
ofaparticular business and comprise expenditures of the Board
ofDirectors and corporate head office. In 2022, adjusted central
costs were$25.2m, an increase of $0.7m on theprevious year,
primarily due to cost movements between continuing and
discontinuing operations offset by favourable exchange rate
movements and a reduction in variable remuneration.
COVID-19 ASSISTANCE
The Group has accessed various government support schemes
aimed at mitigating the impact losses resulting from COVID-19.
During the year, payment plans were agreed with the tax
authorities in China and Taiwan to defer payment of income
taxesand payroll taxes, resulting in $1.6m of payment deferrals.
OTHER EXPENSES
Other expenses are administration costs incurred and paid
bytheGroup’s pension schemes that relate primarily to former
employees of legacy businesses. These costs were $1.3m in 2022
compared with $2.0m in the previous year.
NET FINANCE COSTS
2 0 2 2
$m
20 21
$m
Finance income 0.2 0.3
Finance cost of borrowings (19.5) (23.2)
(19.3) (22.9)
Net pension finance income/(costs) 0.6 (0.2)
Discount unwind on provisions (0.7) (1.7)
Fair value movement on derivatives 9.1 10.7
Interest on lease liabilities (1.4) (1.6)
Net finance costs (11.7) (15.7)
Net finance costs for 2022 were $11.7m, a decrease of $4.0m
onlastyear. Net finance costs comprise interest payable on
borrowings, calculated using the effective interest rate method,
facility arrangement fees, the unwinding of discounts on the
Group’s environmental provisions, net pension interest income/
(costs), fair value movement on derivatives andinterest charged
onlease liabilities.
The decrease in net finance costs is primarily due to lower interest
payable on borrowings following the refinancing of the Group’s
term loans on 1 July 2022 ($3.6m decrease).
The fair value movement on derivatives, which are unrealised mark
to market on derivatives that are not in hedging relationships,
decreased by $1.6m in 2022.
Net pension finance income/(costs), which are a function of
discount ratesunder IAS 19, and the value of schemes’ deficit or
surplus positions, changed from a net finance cost of $0.2m in
2021 to a net finance income of $0.6m in 2022.
The discount unwind on provisions relates to the annual time value
ofthe Group’s environmental provisions which are calculated on
adiscounted basis. The unwind of $0.7m in 2022 compared to an
unwind of $1.7m in 2021.
Both finance income and the interest on lease liabilities were
broadly consistent in 2022 compared with 2021.
TAXATION
Tax charge
$m
2 0 2 2
E f f e c t i ve
rate
% $m
20 21
Ef fe c ti v e
rate
%
Reported tax charge/
(credit) 7.8 (14.2) 0.4 (5.3)
Adjusting items tax credit (8.3) (10.5)
Adjusted tax charge 16.1 20.0 10.9 18.3
The Group incurred a tax charge of $16.1m (2021: $10.9m) on
adjusted profit before tax, resulting in an effective tax rate of
20.0% (2021: 18.3%). The Group’s effective tax rate in 2022 is
slightly lower than its usual range, due to beneficial adjustments
inrespect of prior years and the recognition of previously
unrecognised deferred tax assets.
Tax on adjusting items relates primarily to the amortisation of
intangible assets and the impairment of the bioleaching plant.
The medium-term expectation for the Group’s adjusted effective
tax rate is around 25-26%, due to the previously announced
increase in UK corporation tax rates from April 2023.
EARNINGS PER SHARE
Note 9 to the consolidated financial statements sets out a number
of calculations of earnings per share. To aid comparability of the
underlying performance of the Group, earnings per share reported
under IFRS is adjusted for items classified as adjusting.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
79
Adjusted diluted earnings from continuing operations per share
was 10.9 cents
Δ
for 2022 compared with 8.3 cents
Δ
in the previous
year, an increase of31% due to a higher adjusted profit after tax.
Basic earnings pershare from continuing operations before
adjusting items was a loss pershare of 10.7 cents
Δ
compared
witha loss per share of 1.4cents
Δ
inthe previous year.
Note 9 to the Group consolidated financial statements provides
disclosure of earnings per share calculations both including and
excluding the effects of adjusting items and the potential dilutive
effects of outstanding and exercisable options.
DISTRIBUTIONS TO SHAREHOLDERS
Given the market and economic uncertainties, andthe Board’s
desire to provide additional financial headroom andpreserve cash,
no dividend distributions to shareholders weremade during the
year. The Board is not recommending afinal dividend for2022.
TheBoard recognises the importance ofdividends toshareholders
and will look to reinstate payments during 2023.
CASH FLOW
As per the statutory cash flow statement, net cash flow from
operating activities increased by $10.3m to$77.0m in 2022,
primarily due to lower cash taxes and interest paid, offset by
anincrease inworking capital outflow as a result of movement
ininventories and debtors.
Net cash outflow in relation to investing activities decreased by
$18.1m to $46.9m, primarily due to lower capital expenditure and
no contingent consideration payable in 2022.
Net cash outflow in relation to financing activities increased by
$32.5m to $57.8m in 2022, primarily due to the repayment of
borrowings as part of the refinancing completed on 1 July 2022.
The adjusted cash flow, which excludes the effect of adjusting
items from operating cash flow and is therefore distinct from
thestatutory cash flow referenced above, is summarised below.
Areconciliation betweenstatutory operating profit to EBITDA
isshown inthe Alternative Performance Measures section on
page222.
2022
$m
2021
$m
EBITDA
1
173.1 158.5
Change in working capital (58.8) (31.6)
Capital expenditure (46.5) (52.8)
Other (3.6) 1.9
Adjusted operating cash flow 64.2 76.0
Pension payments (1.0) (0.1)
Interest (14.6) (23.2)
Tax (13.4) (30.9)
Adjusting items (5.2) (20.4)
Payment of lease liabilities (7.1) (6.7)
Free cash flow 22.9 (5.3)
Issue of shares 0.9 0.1
Dividends paid
Acquisitions and disposals 0.3
Currency fluctuations 10.4 12.0
Movement in net debt 34.2 7.1
Net debt at start of year (401.0) (408.1)
Net debt at end of year (366.8) (401.0)
1 EBITDA – earnings before interest, tax, adjusting items, depreciation
andamortisation
Adjusted operating cash flow decreased by $11.8m to $64.2m
in2022. An increase in EBITDA of $14.6m and a decrease in net
capital expenditure of $6.3m was offset by a $27.2m increase in
working capital outflow.
Free cash flow of $22.9m in 2022 represents an increase of
$28.2mon the prior year period. Cash tax outflows decreased
from$30.9m to $13.4m, primarily due to the one-off nature of the
$19m charging notice received for the ongoing EU state aid case
in2021. That, combined with a further one-off cash outflow in
2021of $13.2m in respect of a historic, pre-acquisition interest
deductibility tax case, is the primary driver of the decrease in
adjusting items cash outflow in 2022.
Net debt decreased from $401.0m in 2021 to $366.8m in2022,
areduction of $34.2m. Net debt to adjusted EBITDA decreased
from 2.6x** in 2021 to 2.2x** in 2022 on a pre-IFRS 16 basis. The
decrease inleverage was driven by the improvement in adjusted
EBITDA, reflective oftheGroup’s higher earnings during 2022.
BALANCE SHEET
2022
$m
2021
$m
Intangible fixed assets 660.2 815.7
Tangible fixed assets 386.4 499.7
Working capital 141.5 164.0
Net tax liabilities (102.2) (112.6)
Provisions and retirement benefit
obligations (12.2) (22.5)
Financial assets and liabilities 5.9 (5.2)
Lease liabilities (36.3) (40.2)
Unamortised syndicate fees 4.3 3.1
Net debt (366.8) (401.0)
Net assets held for sale 103.1
Total equity 783.9 901.0
Group equity decreased by $117.1m in 2022 (2021: increase of
$40.6m). Intangible fixed assets decreased by $155.5m due to
animpairment of $103.4m, $15.7m of amortisation of intangibles,
$35.6m of foreign exchange, $0.2m of additions and $1.0m being
transferred to assets held for sale. Tangible fixed assets decreased
by $113.3m, due to gross additions of $46.9m and right-of-use
asset capitalisation of $5.3m more than offset by exchange
differences of $19.9m, depreciation of $49.3m, the impairment
ofthe bioleaching plant of $23.0m, $3.0m of net disposals and
$70.3m being transferred to assets held for sale.
Working capital comprises inventories, trade and other
receivables, and trade and other payables. Working capital
decreased by $22.5m in 2022, primarily as a result of the
classification of Chromium working capital as held for sale
offsetby inventory movements during the year.
Net tax liabilities decreased by $10.4m, primarily as a result of the
amortisation of the intangible fixed assets leading to a reduction in
the associated deferred tax liability, and the recognition of
previously unrecognised deferred tax assets.
Adjusted ROCE (excluding goodwill) increased from 13%
to15%,with increased adjusted operating profit partially offset
byincreased total operating capital employed (see Alternative
Performance Measures on page 222).
Finance report continued
Annual Report and Accounts 2022
Elementis plc
80
The main dollar exchange rates relevant to the Group are set
outbelow.
Ye a r
end
2022
Average
Year
end
20 21
Average
Pounds sterling 0.83 0.81 0.74 0.73
Euro 0.94 0.95 0.88 0.84
PROVISIONS
The Group records a provision in the balance sheet when it has
apresent obligation as a result of past events, which is expected
to result in an outflow of economic benefits in order to settle the
obligation and the amount can be reliably estimated. The Group
calculates provisions on a discounted basis. At the end of 2022,
the Group held provisions of $29.7m (2021: $61.8m) consisting
ofenvironmental provisions of $27.5m (2021: $58.7m), self-
insurance provisions of $0.5m (2021: $0.7m) and restructuring
andother provisions of $1.7m (2021: $2.4m).
Environmental provisions have decreased by $31.2m in 2022,
ofwhich $19.5m was transferred to liabilities held for sale.
Anexpense of $8.7m (of which $3.4m relates to continuing
operations), which relates to extra remediation work required,
wasoffset by a $10.3m credit (of which $7.2m relates to continuing
operations) related toa change inthe discount rate applied to
theliabilities; leading to a reduction of $1.6m. The remaining
movement relates to the unwind the discount in the year ($1.3m)
offsetby currency translation of $3.5m and utilisation of $7.9m.
Theself-insurance provision represents the Group’s estimate
ofitsliabilityarising from retained liabilities under the Group’s
insurance programme and decreased by $0.2m in the period.
The restructuring and other provisions categories relate primarily
to restructuring provisions made for adjusting head count and
other costs of restructuring where a need to do so has been
identified by management.
PENSIONS AND OTHER POST RETIREMENT
BENEFITS
2022
$m
2021
$m
Net (surplus)/liability:
UK (26.4) (56.6)
US 3.5 8.3
Other 5.4 9.0
(17.5) (39.3)
UK PLAN
The largest of the Group’s retirement plans is the UK defined
benefit pension scheme (the ‘UK Scheme’), which at the end
of2022had a surplus, under IAS 19, of $26.4m (2021: $56.6m).
TheUKScheme is relatively mature, with approximately two thirds
of its gross liabilities represented by pensions in payment and it
isclosed to new members. Losses on plan assets of $200.4m
(2021:return of $24.9m) and liability adjustments of $176.8m
(2021:$27.1m) arising due tohigher discount rates decreased
thenet surplus for the year. Company contributions of $0.5m
(2021: $0.6m) reflect the funding agreement reached with the
UKtrustees following the 2020 triennial valuation which
concludedin 2021.
US PLAN
In the US, the Group reports two post retirement plans under IAS
19: a defined benefit pension plan with a liability at the end of 2022
of $nil (2021: $1.7m), and a post retirement medical plan with a
liability of $3.5m (2021: $6.6m). The US pension plans are smaller
than the UK plan and in 2022 the overall deficit of the US plans
decreased by $4.8m due to transfers to liabilities held for sale
of$2.4m and actuarial decreases inthe liability of $28.7m
(2021:$6.3m), losses on plan assets of$26.1m (2021: return
of$4.4m) andemployer contributions of$1.2m (2021 $1.0m).
OTHER PLANS
Other liabilities at 31 December 2022 amounted to $5.4m
(2021:$9.0m) and relate to pension arrangements for a relatively
small number of employees in Germany, certain UK legacy benefits
and one pension scheme acquired as part of the SummitReheis
transaction in 2017.
FINANCIAL ASSETS AND LIABILITIES
Net financial assets at 31 December 2022 are net derivative
financial assets of $5.9m (2021:net liability of $5.2m) relating to
thevaluation of various risk managementinstruments.
The movements in the mark to market valuation of cross currency
swaps that are not in hedging relationships are treated as adjusting
items as they are non-cash fair value adjustments that will not
affect the cash flows of the Group.
EVENTS AFTER THE BALANCE SHEET DATE
On 1 January 2023, the Talc and Coatings segments merged to
form a new segment called Performance Specialties.
On 31 January 2023, the Group completed the sale of its
Chromium business to the Yildirim Group for an enterprise value
of$170m, of which total cash proceeds of $119m were received.
On 31 January 2023, the Group repaid $83.0m of its US dollar
borrowings and €31.4m of its euro borrowings.
During February 2023, the Group was notified that the
Administrative Court in Finland has revoked its permit for the
expansion of mining operations at the Uutela mine located in
Sotkamo, Finland. The permit was previously issued by the Finnish
Safety and Chemicals Agency, the body empowered to issue such
permits. The Group intends to appeal the decision. If the appeal
were to be unsuccessful, the impact would be to reduce the Talc
ore available to the Group by approximately 6%.
There were no other significant events after the balance sheetdate.
Ralph Hewins
Chief Financial Officer
6 March 2023
Δ After adjusting items – see Note 5.
* Amended for FX (where constant currency reflects prior year results
translated at current year exchange rates) and the impact of M&A.
** See calculation within the unaudited information on page 223.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
81
Operating review Personal Care
Strong sales growth and margin expansion
Stijn Dejonckheere
SVP Global Personal Care
FINANCIAL PERFORMANCE
Personal Care revenue grew to $212m, from $175m in 2021, with both
our Cosmetics and AP Actives businesses delivering record sales.
Excluding currency impact, total revenue in Personal Care grew
by26%, as consumers in many of our end markets enjoyed
areturn to life without COVID restrictions. Volume growth was
particularly strong in Europe, as demand recovered to pre-COVID
levels, and AP Actives volumes in the Americas also saw
exceptional growth. Pricing actions and a higher value product
mixmore than offset higher costs, in particular for raw materials,
as well as manufacturing costs.
Adjusted operating profit was $52.8m, compared to $36.7m in the
prior year. Excluding currency impact, adjusted operating profit in
Personal Care grew by 55% and the adjusted operating margin
improved to 25.0% from 21.0% in 2021. Pricing actions and a
higher value product mix more than offset higher costs, in
particular for raw materials, as well as manufacturing costs.
STRATEGY
Our strategy in Personal Care is to drive Innovation, Growth and
Efficiency in two attractive sectors: Cosmetics and Anti-perspirants.
These are both sectors with good growth potential, where our
advantaged technologies and good market positions provide
opportunities to deliver significant sales growth and attractive
operating margins.
In Cosmetics, our unique Hectorite clay and market leading
formulation capabilities deliver a compelling competitive
advantage. Working closely with customers, our scientists
developand supply a wide range of differentiated additives
thatmake our customers’ products perform better. Our Hectorite-
based formulations are also well positioned in a market that is
increasingly focused on natural products, as they work equally
effectively in both water-based as well as oil-based cosmetics.
The fast-growing cosmetics market in Asia is a major growth
opportunity for Personal Care, where we have committed significant
commercial resources and plan to double our sales over the medium
term. Asia sales grew mid single digits versus the prior year, despite
sales in China being flat due to the continuing COVID restrictions
imposed there. Growth was particularly strong in Korea and
Indonesia, and new regulatory approvals in Japan for our new
generation Hectorite-based gels created significant interest.
Robustgrowth in cosmetics sales in Asia is expected to continue,
further supported by the ending of many COVID restrictions in
China, which will stimulate demand for cosmetics there.
Skin care is a major target sector, which is growing strongly and
where we have traditionally had a small share of the market, despite
much of our chemistry and many of our products being well suited
forskin care applications. Increased deployment of technical and
commercial resources into the market generated strong interest
forour BENTONE GEL and LUXE ranges across a wide spectrum
ofglobal and regional customers. Total skin care sales grew to over
$20m, ahead of our target of $10m of incremental skin care sales.
Areas where we enjoyed particular success were in the sun care
sector, which enjoyed strong growth as travel restrictions eased,
and with natural ingredients such as Hydroclays and Meadowfoam
Seed Oil. Building on our current strong momentum inskin care, and
a substantial new business pipeline already in place, we expect to
drive further rapid sales growth in this attractive sector.
In 2022, the AP Actives business delivered exceptionally
stronggrowth, driven by global demand for anti-perspirants
anddeodorants, in the Americas in particular, and utilising the
compelling market position this business has built. Pricing actions
offset the higher cost of raw materials such as zirconium and
aluminium, and higher logistics costs. Our competitive position
inAPActives was further enhanced by the commissioning
intocommercial operation of our new production plant in Taloja
inIndia. This plant was completed during 2022 and has now been
qualified by most of our major customers. The plant will reduce the
operating cost base of the AP Actives business and underpin its
profitability. Itwill also enhance our resilience as a supplier, being
able todeliver product to customers from multiple sources and
with optimal logistical efficiency.
Innovation is a key driver of growth in Personal Care, and we
haveintroduced 25 new products since 2020. Sales from new
andinnovation products have grown 47% since 2019. Skincare,
APActives and Colour Cosmetics all represent future growth
opportunities with a $50m pipeline of new business opportunities
established. Our plant in Taloja, which completed customer
certifications at the end of 2022, will further strengthen
ourcompetitive position and will lower production and
distributioncosts.
Personal Care operates in attractive growth markets globally.
Itdevelops and delivers high value additives to its customers,
basedon unique chemistry and formulation expertise, and has built
astrong competitive position in its markets, as demonstrated in 2022
performance. We expect to continue to leverage these strengths and
todeliver further strong revenue growth and attractive, sustainable
operating margins, over the medium term.
2022 Revenue
(2021:$175m)
$212m
2022 Adjusted Operating
Profit (2021:$37m)
$53 m
Sales by region
Asia 14%
Europe 34%
Americas 52%
Annual Report and Accounts 2022
Elementis plc
82
Operating review Coatings
Solid sales performance and margin
expansionin challenging conditions
FINANCIAL PERFORMANCE
Revenue in our Coating and Energy business increased 1% on
areported basis (5% excluding current impact) from $384m to
$389m. Adjusted operating profit increased 19% on a reported basis
(25%excluding current impact) from $62m to $73m. Our focus
onhigher value ingredients and a better mix, combined with price/
cost initiatives resulted in a record adjusted operating margin of
18.8% vs16.1% in2021.
There were significant differences in performance between regions
and end-market sectors. Coatings revenue, particularly in the
premium decorative sector in the Americas, reported robust growth,
reflecting healthy construction and housing market activity and new
business wins. European revenues were broadly flat on an underlying
basis. The weaker macro-economic environment, exacerbated by the
impact of the Russian invasion of Ukraine, and inflationary pressures
depressing customer demand in both the decorative and industrial
coatings sectors, but was offset by our pricing actions and product
mix improvement. In Asia, more than 80% of our business is industrial
coatings. The industrial market sector in China, our biggest Asian
market, was weak throughout the year, due to the impact of continued
COVID restrictions, which had a material impact on our performance.
Coatings also includes our specialised Energy business, now which
accounts for less than 10% of total Coatings sales.
Adjusted operating profit for Coatings grew to$73.3m, from $61.8m in
the prior year, and the margin expanded to18.8% compared to 16.1%
in 2021. Margin performance was driven by our focus on higher value
ingredients and a better mix as a result, as well as pricing actions.
Trading conditions in our markets in the Americas and Europe
slowed as the year progressed, reflecting the broader macro-
economic environment. However, our continued focus on innovation,
delivering our growth platforms and new business opportunities,
make us confident that we can sustain the momentum developed
through 2022 into the new year.
STRATEGY
To drive growth and enhance our margins in Coatings, we focus
ondifferentiated, technology-led growth platforms. These are all
positioned to respond to specific market needs or to meet major
market trends, and together they accounted for approximately 40%
of our revenue in 2022 and a higher proportion of our growth.
Luc van Ravenstein
SVP Global Performance Specialties
The first of these is aimed at the premium segment of the
decorative paints sector. We have developed a suite of products
(the Rheolate series of NiSATs) which are easier to apply and have
better resistance to staining. New products launched included
anew powdered associative thickeners which gained significant
traction with major customers. These products are aimed at an
addressable market worth approximately $500m and which is
expanding, and we are now well over half way towards our goal
ofachieving a 20% market share in this sector. Our growth in
thissector was supported in 2022 by the expansion of the NiSAT
processing capacity at our Livingston plant in the UK, ensuring that
supply is always available to meet increasing customer demand.
The second of our growth platforms is aimed at the transition of many
industrial coatings from solvent-based to water-borne technologies.
The global water-borne industrial coatings sector is worth more than
$38bn and growing at more than 6% annually, as countries seek to
reduce VOC emissions. The application of water-borne coatings is
extending across a wide range of end market sectors, including
automotive, construction machinery, and timber coating. Our range of
products in this market, based on our unique chemistry, deliver the
performance and enhanced sustainability benefits our customers,
including less energy use as well as less use ofsolvents.
Our third growth platform comprises adhesives and sealants, where
we offer a range of high performance additives that are based on
natural castor wax and require up to 30% less energy to process.
Enhanced sustainability credentials in the products used in their
formulations are an increasingly important consideration for our
customers, as well as for Elementis. Energy efficiency during the
manufacturing process, and the use of naturally-derived materials
informulations, are key drivers of growth in this sector.
A major component of our Growth strategy is our global key
account management programme, where we have built strong
technical and commercial relationships with major customers and
cooperate in the development of new formulations to enhance their
products and processes. This drives volume and sales growth,
increases our share of these customers’ spend, enhances the
value mix of our sales, and opens up major new business
opportunities. In 2022, our global key accounts contributed
substantially to our revenue growth and improved product mix.
Revenues from new and innovation products generated over $33m in
sales, with nine new products launched over the year, building on our
market strengths in premium decorative coatings and water-borne
coatings for industrial applications, both growing markets. These
factors reflect our consistent application of the Group’s Innovation,
Growth and Efficiency strategy, and the focus on sustainability that
is embedded in allofour operations and product lines.
2022 Revenue
(2021: $384m)
$389m
2022 Adjusted Operating
Profit (2021: $62m)
$73m
Sales by region
29.4.%
30.4%
40.2%
Asia
Europe
Americas
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
83
2022 Revenue
(2021:$150m)
$136m
2022 Adjusted Operating
Profit (2021: $14m)
$nil
Sales by region
Asia 9%
Europe 81%
Americas 10%
Operating review Talc
Managing weak demand and high energy prices
FINANCIAL PERFORMANCE
Talc revenue was $136m, compared to $150m in 2021. Talc
generates more than 80% of its revenues in Europe and so was
materially affected by adverse currency movements. Excluding
currency impact, Talc’s revenue increased by 2%. Pricing actions
and a better product mix successfully offset sharply higher input
costs but were unable to also compensate for the decline in
volumes, which reflected the weak trading conditions in many
endmarkets, as well as the impact of the Russian invasion of
Ukraine and some additional, adverse one-off factors.
The automotive sector is our main market for talc, and sales into
thismarket were materially lower, reflecting continued weakness
inEuropean automotive production levels.
The paper sector still represents approximately 7% of Talc’s
revenue, and sales volume into this sector fell by over 25% in
theyear, due partly toafour-month strike at one of our biggest
customers at the start ofthe year. Sales resumed towards the
endof the first half, but thevolume lost was not recovered.
The impact of the Russia/Ukraine conflict on European energy
prices adversely affected a number of the energy-intensive
industries to which Talcis exposed and led to significant volume
losses across the plastics, paint and ceramics sectors. However,
we benefitted from an improved product mix in plastics and paint
in particular, as demand for our higher value grades of talc proved
more robust.
At the adjusted operating profit level, Talc delivered a close to
break-even result, compared to an adjusted operating profit of
$14.0m in 2021. A major driver of Talc’s profit decrease was higher
energy costs. Talc is the Group’s main user of electricity, and
European electricity prices surged after the start of the invasion
inUkraine, and remained high and volatile through the remainder
of the year. Thishad a substantial direct impact on our processing
costs inboth Finland and the Netherlands, although the impact
was mitigated by hedging.
The near term forecasted profitability of the Talc business
wasimpacted by, particularly in the second half of 2022, a
lowerdemand environment, global inflationary pressures, higher
energy costs and the Russia invasion of Ukraine. As a result of this,
as well as a higher cost of capital, a $103.4m non-cash goodwill
impairment was recognised in the 2022 results.
Looking ahead, we see the adverse conditions prevalent in 2022
starting to ease. European energy prices are lower and more
stable, and activity in the sectors most exposed to energy prices
isstarting to recover, albeit within the context of a broader
macro-economic environment that remains challenging. Over
2022, we implemented both cost control measures and a series
ofsubstantial pricing actions. These external and self help factors
give us confidence in a materially stronger year for Talc in2023.
STRATEGY
At the beginning of 2023, Talc was merged with our Coatings
business to form a new Performance Specialties business unit.
AsTalc and Coatings share many distribution channels and
endmarkets, we have combined these two businesses into
oneoperating division, Performance Specialties. This will enable
astronger end market focus on attractive growth opportunities.
Wewill continue to report Talc’s performance for transparency.
Additionally, being part of Performance Specialties will better
enable further sales of talc into markets outside Europe, where
Coatings is more strongly positioned.
Although its markets are currently subdued, talc is a product that
iswell positioned to benefit from several fundamental structural
market drivers, such as vehicle light-weighting, and barrier
coatings in recyclable food packaging. These are sectors with
major growth potential, where the ability of talc to add strength
toplastics and ceramics, without adding unnecessary weight,
cancreate attractive sustainable solutions in these industries.
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84
Operating review Chromium
2022 Revenue
(2021:$171m)
$185m
2022 Adjusted Operating
Profit (2021: $19m)*
$23m*
Sales by region
Asia 16%
Europe 12%
Americas 72%
Sound performance as markets recovered
FINANCIAL PERFORMANCE
Chromium revenue in 2022 grew by 8.4% to $185.1m, compared
to$170.7m in 2021. Market demand overall was stronger in 2022,
inparticular in the first half, as industrial activity increased across
arange of our North American end markets, such as automotive
and leather tanning. This was reflected in higher global utilisation
rates, with around 90% of capacity estimated to be utilised during
much of the year. This resulted in higher prices, which more than
offset volume weakness, particularly in the first half due to the
impact of unplanned maintenance at our Castle Hayne facility,
which reduced production during that period. Market prices were
softer towards the end of the year, with customers destocking due
to increased economic uncertainty.
Adjusted operating profit for the discontinued operation was
$23.2m compared to $18.6m in 2021 and the adjusted operating
margin of 12.5% was slightly ahead of the prior year margin of
10.9%. Higher prices more than offset the impact of raw material
cost inflation. Chromium is a major user of natural gas, and
although a substantial proportion of our gas supply in 2022
wasfixed, our total energy and logistics costs increased in 2022
compared to the prior year.
DISPOSAL OF THE BUSINESS
At the end of the year, we announced that we had agreed to sell
theChromium business to the Yildirim Group, for an enterprise
value of $170m. This followed our strategic review of Chromium,
announced in April 2022, which concluded that the interests of all
stakeholders would now be best served by a sale of the business.
Chromium is an attractive business with a strong market position,
but it increasingly sat outside of our Innovation, Growth and
Efficiency strategic framework.
The sale included the transfer of gross environmental costs of
$28m($20m provision, net of the impact of discounting), as well as
contingent and other liabilities, with the total cash proceeds after
all transaction costs and customary working capital adjustments
being around $119m. The disposal resulted in a tax charge of
approximately $12m so that the net proceeds to the Group after
taxare $107m. The net proceeds after tax will be used to reduce the
Group’s net debt, in line with the Group’s capital allocation priorities.
* Excludes $6.8m (2021: $4.5m) of stranded costs which have been
included in Central Costs following the discontinued operations
classification.
STRATEGIC REPORT CORPORATE GOVERNANCE
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85
Risk management
Elementis faces a number of risks, uncertainties and opportunities
in the ordinary course of its operations. The effective identification,
mitigation and ongoing management of these risks underpins the
delivery of strategic objectives. Elementis has an established risk
management framework and system of internal controls to support
decision making throughout the financial year.
BOARD
The Board has overall responsibility for risk management and sets the Group’s policies, culture and
tone on risk as well as providing oversight to management.
AUDIT COMMITTEE CEO (SUPPORTED
BY THE ELT)
ELT INDIVIDUALS AND
RISK CHAMPIONS
Supports the Board and has
specific responsibility for
monitoring financial reporting
as well as the internal and
external audit programmes,
one of the primary purposes of
which is to provide assurance
on financial, operational and
compliance controls.
The CEO is responsible for
implementing Group policies,
risk management performance,
identifying principal risks and
ensuring resources are
allocated for effective risk
management and mitigation.
ELT members have
responsibility for managing
and monitoring risks relevant
to their business or function
onan ongoing basis and
workwith the support of risk
champions to further embed
risk management within
theorganisation.
OPERATIONAL AND SUPPORTING FUNCTIONS
Data Protection Steering Committee, HSE Council, Manufacturing Council, Ethics and
ComplianceCouncil, Environmental Sustainability Council, Diversity, Equity and Inclusion Council,
InvestmentCommitment forum (Capital expenditure and allocation) and Internal Audit.
TOP DOWN
Oversight, identification,
assessment and mitigation
of risks at a Group level
BOTTOM UP
Identification, assessment
and mitigation of risks
across operational and
functional areas
Risk management systems are intended to mitigate and reduce
risk to the lowest possible level; however, complete elimination of
all risks faced is not possible. The risk management processes can
only provide reasonable, not absolute assurance against material
misstatement or loss.
OUR FRAMEWORK FOR RISK MANAGEMENT
The Board has overall responsibility for risk management and sets
the Group’s policies, culture and tone on risk as well as providing
oversight to management. A risk management framework is
inplace to identify, assess, mitigate and monitor the risks faced.
TheCompany places the highest priority on preventing loss of
life,harm to people and the environment, legal and regulatory
breaches, and damage to reputation or brand. The Group has
inplace policies, procedures and guidance in various aspects
ofbusiness operations and functions in order to help the Elementis
Leadership team (ELT) and employees manage risk in these areas.
Annual Report and Accounts 2022
Elementis plc
86
1
2
3
FIRST LINE ROLES:
BUSINESS OPERATIONS
SECOND LINE ROLES:
OVERSIGHT FUNCTIONS
THIRD LINE ROLES:
INTERNAL AUDIT
Our first line of defence, our employees,
have a responsibility to manage
day-to-day risk in their own areas,
guided by Group policies, procedures
and control frameworks. Local
management, and ultimately the
ELT,ensure that risks are managed,
maintained, reviewed and actioned
according to these frameworks.
The second line of defence is provided
by the management team reviewing
andmonitoring current and emerging
risks using a bottom-up and top-
down approach.
The third line of defence is assurance
over the effectiveness of mitigating
controls. This is provided through
internal audits, in addition to reports
from external assurance providers,
which are reviewed by management
andmonitored and challenged by the
Audit Committee and the Board.
RISK HEAT MAP (GROSS IMPACT)
RISK TREND INDICATORS
HighMediumLow
Impact
Probability/likelihood
1
2
5 9
3
4
7
6 10
8
=
=
= = =
=
+
+
+
+
=
same
+
increasing
decreasing
OUR PRINCIPAL RISKS
1
Global economic conditions and
competitive market pressures
2
Business interruption as a
resultof a major event or
anaturalcatastrophe
3
Business interruption as a result
of supply chain failure of key raw
materials and/or third party
service provision
4
Regulatory compliance and
product stewardship challenges
5
Major regulatory enforcement
action, litigation and/or other claims
arising from products and/ or
historical and ongoing operations
6
Intellectual property and
know-how
7
Portfolio innovation and
technology/protection
8
People, talent management
andsuccession
9
IT networks, data security
andprivacy
10
Health and Safety
HighMediumLow
STRATEGIC REPORT CORPORATE GOVERNANCE
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87
RISK CULTURE
Every individual at Elementis has a responsibility to manage risk,
irrespective of function, business or role. Risk awareness exists
through decision making processes and is embedded in systems,
policies, procedures, leadership and, behaviours and specific
standards such as the Code of Conduct. All Company employees
are responsible for complying with related Company policies and
guidance, and share responsibility for ensuring that the Company
conducts its business in a safe, lawful and ethical manner.
RISK APPETITE AND TOLERANCE
Risk appetite at Elementis is understood as being the amount of
risk that the Board is prepared to accept in return for reward or
investment return. There is a degree of variability in determining
risk appetite which may be based on strategic objectives as well
asguidance from management or advisers based on appropriate
understanding and analysis of the nature of the risk. The strategic
appetite for risk is decided on a case-by-case basis at Board level,
for example with respect to any corporate transaction or significant
capital expenditure project, and delegated to the ELT to implement
as appropriate. The maximum risk that can be taken before the
Company experiences financial distress is also decided at Board
level and mitigated, as far as possible, by internal controls,
business continuity plans, insurance, financial instruments
andcontracts.
OUR RISK REVIEW PROCESSES
Our risk management policy defines our approach to risk
management. The Board maintains an annual forward planner
toensure that appropriate focus is given at scheduled meetings
todiscuss, review and monitor business and operational
performance, strategic priorities, governance, compliance and risk
matters. This approach enables the Board to engage directly with
each of the business units and functional departmental leaders.
Each ELT member is responsible for identifying, assessing and
monitoring their respective business and functional risks as well
asmeasuring the impact and likelihood of the risk to the business.
Each identified risk is categorised as strategic, commercial,
operational, financial or compliance.
On an annual basis, the ELT collectively reviews the enterprise risk
universe and the Board carries out a review of the principal risks
and uncertainties.
During the year, the following risk management activities have
been carried out:
Renewal of insurance programme
Business unit and function risk registers reviewed and
updated,and development of effectiveness of controls with
clear accountabilities
Reviewed climate related risks and scenario analysis, and
madethe commitment to set a science based target for
greenhouse gas emission reductions to underpin our Net Zero
by 2050 ambition
Compliance risk workshops were held with the ELT and a
number of sales teams – please refer to page 68
Continued compliance activity to manage risks relating to trade
sanctions due to the Russian invasion of Ukraine
KEY AREAS OF FOCUS DURING THE YEAR
During 2022, the Board carried out a robust assessment of the
emerging and principal risks which could threaten the Group’s
business model, future performance, solvency or liquidity, or the
long term viability of the Company. These risks, if they materialise,
could have a significant impact on the Group’s ability to meet its
strategic objectives over the medium term.
Our risk heat map on page 65 identifies these key risks pre-
mitigation that we consider most impact our business model
pages 18-19 and the delivery of our strategic objectives pages
24-31. Movements on the risk heat map reflect changes to the
underlyinglong term risk environment.
IT networks, data security and privacy remain an increasingly
significant risk to the business. The continued rise in the number
of cyber attacks and phishing scams has elevated the risk in this
area. Elementis continues to enhance its security and controls,
and provides regular IT, cyber and GDPR updates to the Board.
People, talent management and succession risk was assessed
by the Board during the year in light of the increased shortages
in the labour market. It was concluded that the loss of key
personnel would have a greater impact on the business than
was previously recognised. The impact rating for this risk has
therefore been increased.
The global economy remains under pressure from several
complex and interconnected crises including rising inflation and
interest rates, the Russian invasion of Ukraine and the continued
tail impact of the COVID-19 pandemic. The Group, where
possible, put in place measures to mitigate these risks, for
example continued focus on cost reduction and the continued
suspension of the dividend.
The risk associated with a business interruption as a result of
supply chain failure of key materials and/or third party service
provision has increased primarily due to the Russian invasion of
Ukraine and the continued impact of COVID-19 on global supply
chains. The Group continued with its planning process
improvements to ensure adequate inventory and safety stock
are held.
The Russian invasion of Ukraine has resulted in new international
sanctions being introduced which add additional challenges to
global supply chains.
There have been no significant changes to the risk profiles for the
remaining principal risks although we continue to monitor and
review as appropriate.
PRIORITIES FOR 2023 INCLUDE
Continued improvement to the risk management programme
through enhancing our mitigation programme; system based
tracking and monitoring and net risk reporting.
Improving the connection between enterprise risk and the
ESGagenda. Identifying current and future risks to the
organisation and further embedding sustainability factors
systemically within business.
Monitor the geopolitical position between China and Taiwan,
along with modelling potential scenarios and proposed
responses. Ensure that the enterprise risk management
framework includes geopolitical and cyber-risk identification,
operation analysis, compliance, and mitigation considerations.
Risk management continued
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88
EMERGING RISKS
Emerging risks and opportunities are identified and documented
through the existing risk management framework using a variety
ofhorizon-scanning methods and other activities, such as:
Monthly performance calls with each business unit and
functions including deeper dives on new business opportunities,
supply chain resiliency and procurement matters
Annual and 5 year financial plans and budgets
Board, ELT and other internal governance forums
Customer/market insight and industry specific data
Materiality assessment with regard to ESG
As well as assessing ongoing risks, we continue to consider how
the business could be affected by emerging risks over the longer
term and how strategic, market and customer initiatives might
manage risks and seize new opportunities. It is often possible to
identify and respond to the potential impacts of emerging risks,
butit is more challenging to predict their financial impact,
likelihood and timeframe – for example, the climate scenario
analysis which was carried out as part of our TCFD statement
onpages 42-56.
CLIMATE CHANGE
In 2022, we identified our greenhouse gas emissions as a
materialtopic for the business. Our response to climate change
isa crucial part of our business strategy, shaping both how we
design products and how we bring them to market. Climate
change also brings opportunities – for example, some of our
products can contribute to lower energy and resource use
(seepage 37).
In 2022, we set the ambition to reach Net Zero by 2050 and
committed to set a science based target (via the SBTi) for
greenhouse gas reductions. We continued to work towards
our2030 environmental targets. For further information on our
ambition, performance and activities in each of these areas,
pleaserefer topages 52-59.
We assess climate related risks using the same impact and
likelihood criteria as the rest of our enterprise risks, helping ensure
they are neither under- nor over-stated relative to other risks. We
use climate scenarios from NGFS to help us understand how our
climate risks change in different futures and time horizons. Our risk
assessment has concluded that climate change is a contributing
factor to many of our principal risks and longer term uncertainties,
and these are summarised in the following pages. Further
information on our approach to climate related risks can be
foundin our TCFD framework disclosure on pages 42-56.
INTERNAL CONTROL
The key elements of the Group’s internal control framework
aremonitored throughout the year. The Audit Committee has
conducted a review of the effectiveness of the Group’s risk
management and internal control systems on behalf of the Board.
To support the Board’s annual assessment, a report is prepared
bythe Head of Internal Controls on the Group’s principal risks and
internal controls. This describes the risk management systems and
key internal controls, as well as the work conducted in the year to
improve the risk and control environment, including the level
ofassurance.
The internal control framework is intended to effectively
managerather than eliminate the risk of failure to achieve
businessobjectives. It can only provide reasonable, but not
absolute, assurance against the risk of material misstatement
orfinancial loss.
In accordance with the FRC’s guidance on Risk Management,
Internal Control and Related Financial and Business Reporting,
theboard confirms that there is an ongoing process for identifying,
evaluating and managing the principal risks faced by the Group.
This process has been in place for the year under review and
uptothe date of approval of the Annual Report and Accounts.
Theprocess is regularly reviewed by the Board and accords with
the guidance.
For further information on internal controls, please refer to page 122.
STRATEGIC REPORT CORPORATE GOVERNANCE
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89
Principal risks and uncertainties
GLOBAL ECONOMIC CONDITIONS AND COMPETITIVE MARKET PRESSURES
LINK TO STRATEGIC OBJECTIVE
1
2
3
MOVEMENT IN YEAR
+
DESCRIPTION OF RISKS
The performance of the specific end-user markets we serve is
affected by general economic conditions. Adverse developments
that may result in a downturn in general economic conditions or in
the industries in which our customers operate may include political
uncertainty, retaliatory tariffs or other disputes between trading
partners. Sub-optimal global economic conditions can affect
sales, raw material costs, fluctuations in foreign exchange rates,
capacity, utilisation and cash generation, which can impact our
position against banking covenants.
Increased competitive pressure in the marketplace can result in
significant pricing pressure and loss of market share. The impact
of non-delivery of operating plans can lead to market expectations
of Group earnings not being met and slower delivery of reported
strategic priorities.
LINKS WITH CLIMATE CHANGE
The global response to climate change introduces additional
uncertainties in macroeconomic and market trends which may
have both positive andnegative impacts on our business. See
pages 47-48.
CONTROLS AND MITIGATING ACTIVITIES
Financial performance (monthly sales, profit and cash flows and
position against key banking covenants) is closely monitored
with full year scenario planning of our key risks, reforecasts
updated twice a year and variances investigated and explained
Contingency and cost reduction plans can be implemented in the
event of an economic downturn to reduce operating costs, including
non-essential capital expenditure items and discretionary spend
Interest, currency and commodity hedging action taken as
appropriate to mitigate the impact of rising interest rates and inflation
Global key account management programme in place to deepen
how we work and grow with our largest customers as well as
monitoring customer performance and trends to pre-empt end
market changes
Balanced geographic footprint and supply chain and broad
differentiated product offering across different sectors
DEVELOPMENTS IN YEAR
Continued focus on cost reductions, capital expenditure
effectiveness, working capital and discretionary spend (see page
31 for further information)
New business opportunities delivered $59m and focus on future
opportunity pipeline
Balance sheet protections maintained, including the continued
suspension of the dividend and the refinancing of our term loans
Further price rises implemented to mitigate the impact of raw
material, logistics and energy cost increases
Refer to business summaries on pages 60-63
BUSINESS INTERRUPTION AS A RESULT OF A MAJOR EVENT OR A NATURAL CATASTROPHE
LINK TO STRATEGIC OBJECTIVE
1
2
3
MOVEMENT IN YEAR
=
DESCRIPTION OF RISKS
The ability of the Group to manage its operations successfully and
achieve performance in line with its strategy, business plans and
budgets depends on the efficient and uninterrupted operation of
planning processes, operational delivery capabilities and the
internal control environment. Production facilities may be subject
to planned and unplanned shutdowns, turnarounds and outages
including for natural catastrophe, weather, climate change,
disruption associated with transportation, utilities and distributors,
which could result in increased costs in securing alternative
facilities, significant time to increase production or
customerqualification.
A major event is categorised as an operational or HSE incident,
transport related, or workplace incident caused by system failure
and/or human error or by fire, storm, flood or pandemic.
LINKS WITH CLIMATE CHANGE
Left unchecked, climate change can increase the frequency and
severity of extreme weather events that may result in employee
injury and/or operational disruption. See page 49.
CONTROLS AND MITIGATING ACTIVITIES
Preventative maintenance, critical spares, process and other
safety procedures to mitigate the effects of a major incident
Property damage and business interruption insurance coverage
Each site is required to develop a business continuity plan that
includes emergency response and business recovery protocols,
annual reviews, periodic updates, and training; and exercising the
plan via periodic drills or table top exercises. We verify business
continuity compliance through the HSE auditing process
Business continuity scenario planning overseen by ELT
HSE management programme which includes corporate
compliance audits and insurance property surveys
HSE matters reviewed by ELT on a monthly basis
DEVELOPMENTS IN YEAR
Internal audits completed for St Louis and India plants
Continued focus on operational reliability
Insurance property survey recommendations adopted
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BUSINESS INTERRUPTION AS A RESULT OF SUPPLY CHAIN FAILURE OF KEY RAW MATERIALS
AND/OR THIRD PARTY SERVICE PROVISION LINK TO STRATEGIC OBJECTIVE
LINK TO STRATEGIC OBJECTIVE
2
3
MOVEMENT IN YEAR
+
DESCRIPTION OF RISKS
The Group is dependent on numerous raw materials from various
sources. In the event of a long term supply disruption or market
volatility, it may not be possible to secure sufficient supplies of raw
materials from alternative sources on a timely basis or in sufficient
quantities or qualities or on commercially reasonable terms. The
lead time and effort needed to establish a relationship with a new
supplier could be lengthy and could result in additional costs,
diversion of resources and reduced production yields.
LINKS WITH CLIMATE CHANGE
Climate change can increase the frequency and severity of
extreme weather events that may result in supply chain disruption.
We manage our supply chain with multiple suppliers and
maintaining minimum stock levels. See page 48.
CONTROLS AND MITIGATING ACTIVITIES
Review of single source supply chain, find and
qualifyalternatives
Market research to understand and monitor the impact of short
term events
Recalibration of inventory stock levels and lead times on a
regular basis atall sites
Business continuity scenario planning overseen by ELT
DEVELOPMENTS IN YEAR
Continually leverage strategic supplier relationships to secure
required rawmaterial volume
Accelerated production qualification programme to ensure
ability to redistribute production volume across our global
manufacturing network
Continued focus on qualification of new sources of supply
Strengthening of Supply Chain and Procurement teams globally
to ensure capability
REGULATORY COMPLIANCE AND PRODUCT STEWARDSHIP CHALLENGES
LINK TO STRATEGIC OBJECTIVE
1
2
3
MOVEMENT IN YEAR
=
DESCRIPTION OF RISKS
Emerging regulations in global markets can lead to hurdles
andadditional costs to deliver on strategic objectives. Non-
compliance and suspected non-compliance could lead to
regulatory action. TheGroup is subject to extensive and evolving
risk in multiple jurisdictions.
LINKS WITH CLIMATE CHANGE
Climate regulations ensure rigour in our corporate disclosure and
marketing documents, and local requirements oblige us to
continuously improve energy efficiency at our sites. In 2022 we
have further expanded our teams in these areas to ensure we have
the right sustainability expertise to drive our strategy forward. See
also page 47.
CONTROLS AND MITIGATING ACTIVITIES
Global Product Stewardship team oversees, manages and
monitors regulatory developments in various jurisdictions
Coordination with R&D team to enable a faster speed-to-market
of new technologies and applications
Safety Data Sheets, labels, and regulatory information is
provided for global customers specific to the requirements
intheir jurisdiction
Multiple languages are used to communicate these
requirements
Active compliance and risk management programmes
inplace(including policies, procedures and training)
Horizon scanning for evolving regulatory landscape in current
and newmarkets
DEVELOPMENTS IN YEAR
UK REACH planning and assessment remains ongoing
throughout the supplychain
Ongoing support of manufacturing optimisation change through
regulatoryactivities
Addition of two product stewardship specialists with regulatory
expertise in EMEA
Link to KPIs Read more on pages 32-33
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
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91
MAJOR REGULATORY ENFORCEMENT ACTION, LITIGATION AND/OR OTHER CLAIMS ARISING FROMPRODUCTS
AND/OR HISTORICAL AND ONGOING OPERATIONS
LINK TO STRATEGIC OBJECTIVE
2
MOVEMENT IN YEAR
=
DESCRIPTION OF RISKS
The scale and complexity of the Group’s operations means that
theGroup is subject to a wide range of international regulation spanning
all aspects ofits business. This regulatory sphere includes multiple
corporate taxation regimes, national and supra-national anti-corruption,
fair competition and data privacy laws, as well as applicable
environmental regulations and standards relating tothe Groups past
and present operations. Failure tocomply can lead tocomplex cross
border claims, litigation, damages, fines, penalties andremediation
orders. TheGroup may be involved in legal proceedings andclaims
withinthe ordinary course of business including legacy claims
frombusinesses that have been acquired or disposed of by the Group.
Adverse results in legal proceedings could result in reputational
and financial damages, loss of business, business opportunity
andprofit, anddiversion of management time and resources.
DEVELOPMENTS IN YEAR
The Compliance team was strengthened by the addition of a new
Global Compliance Manager.
A network of Ethics and Compliance champions was set up
withvolunteers enrolling from all key locations to facilitate local
compliance initiatives, communicate ethics and compliance
messages, and promote our Code of Conduct and Speak Up.
A refreshed Code of Conduct – digital and accessible – was
launched via a series of global events including a live webinar with
senior commercial leaders communicating the importance of a
strong compliance culture.
Compliance risk assessments were conducted with the ELT and
various sales team members and the findings were reviewed by the
Ethics and Compliance Council.
CONTROLS AND MITIGATING ACTIVITIES
Cross functional expertise including Legal, Compliance, Finance,
HSE andProduct Stewardship, supported by external
consultants and advisers, actively monitoring emerging risks and
ensuring controls in relation to known risks are effective
The Group’s products are routinely and rigorously tested to the
higheststandards
The Group continuously evolves its global compliance programme to
identify, address, monitor and mitigate compliance risks including
through training and other activities
Insurance programme and risk transfer strategy in place to
mitigate potential financial losses
The Audit Committee and Board of Directors exercise oversight
through regular reports on all threatened and actual litigation
from the Group General Counsel & Company Secretary
Employees are subject to a range of policies and procedures
setting out required behaviours and standards, and
consequences for non-compliance
The Ethics and Compliance Council, chaired by the Group
General Counsel & Company Secretary, meets regularly to
monitor the Groups compliance culture and ensure ethics and
compliance considerations are appropriately weighted in
business decisions
The Data Protection Steering Committee meets regularly to
oversee compliance with applicable data privacy laws
LINKS WITH CLIMATE CHANGE
Not applicable.
INTELLECTUAL PROPERTY AND KNOW-HOW
LINK TO STRATEGIC OBJECTIVE
1
MOVEMENT IN YEAR
=
DESCRIPTION OF RISKS
Failure to adequately protect and preserve intellectual property
and proprietary know-how in both existing and new markets could
harm our competitive position.
LINKS WITH CLIMATE CHANGE
Not applicable.
DEVELOPMENTS IN YEAR
New external council for managing intellectual property
mattersestablished.
Patent and intellectual property disclosures to keep distinction
inour newlaunches
In-house legal expertise added for partnership agreements.
Enforcement of proprietary advantage implemented in the year
Annual patent portfolio review with decision making in line with
business needs
CONTROLS AND MITIGATING ACTIVITIES
The Group actively manages its trademark portfolio via an internal
Trademark Committee (TMC) comprising the business segment
Marketing Directors, Corporate Communications and Legal.
TheTMC meets regularly to take decisions in relation to the
registration of new trademarks and defensive activity in relation
toexisting marks. The TMC is supported by a global network of
trademark agents who represent the Group’s interests in all
relevant jurisdictions.
The Group’s Science Director works closely with the Legal team
andexternal patent attorneys to ensure emerging inventions
areappropriatelyprotected.
Employees are trained on the importance of appropriate handling
and disclosures of proprietary and confidential information.
The Legal team reviews every Confidentiality Agreement
enteredinto by the Group to assess the suitability of the proposed
purpose and the duration ofthe confidentiality obligations.
Acentral record of all Confidentiality Agreements entered into
globally is maintained by the Legal team.
Contentious IP matters are reported through to the Audit
Committee and Board of Directors
Stage gate system incorporates intellectual property and freedom
to operate as requirements to launch new products
Principal risks and uncertainties continued
Annual Report and Accounts 2022
Elementis plc
92
PORTFOLIO INNOVATION AND TECHNOLOGY
LINK TO STRATEGIC OBJECTIVE
1
2
MOVEMENT IN YEAR
=
DESCRIPTION OF RISKS
The ability of the Group to compete is highly dependent on its
ability to meet the changing needs of customers and keep pace
with technological innovations and sustainability trends.
New or substitute products and technologies developed by
competitors could erode the Group’s ability to compete and lead to
declines in sales and market share.
LINKS WITH CLIMATE CHANGE
Climate change and increased focus on ESG matters drives our
customers to require products with lower environmental impacts.
CONTROLS AND MITIGATING ACTIVITIES
Global R&D team aims to develop new products and
technologies usedinanevolving market to meet the changing
needs of our sophisticatedcustomers
Collaborative relationships with customers and industry formulators
ensures our efforts are aligned with latest market trends
Innovation (smart sheet based) tool to manage stage gate
process with systematic prioritisation enables theGroup to
deliver high value solutions for the market
Hectorite and high quality talc minerals are natural resources
enabling theGroup to consistently deliver high performance
innovation
DEVELOPMENTS IN YEAR
18 new products launched in 2022 (15 focused launches planned
for 2023)
Innovation from new products was 13% in 2022, broadly in line with
2021 at 14%
Sustainability remains a key driver for innovation and all new
launches will have sustainability drivers as part of the launch
package
Open innovation with strategic partners remains a priority
PEOPLE, TALENT MANAGEMENT AND SUCCESSION
LINK TO STRATEGIC OBJECTIVE
1
MOVEMENT IN YEAR
+
DESCRIPTION OF RISKS
The Group operates in highly competitive labour markets and relies
upon the expertise and services of talented individuals and teams
to succeed.
Loss of key people or disruption to teams withouttimely action
could result in a disruption to business operations.
LINKS WITH CLIMATE CHANGE
Employees increasingly want to contribute to addressing climate
change. Our Net Zero ambition and commitment to science-based
targets supports our Employee Value Proposition.
DEVELOPMENTS IN YEAR
Creation and launch of our Employee Value Proposition
Connect. Grow. Make an Impact to improve our shared culture,
engagement and to attract new joiners that fit into our culture.
Implemented succession planning in Workday to improve
fairness, consistency, quality, efficiency, reporting and
dataprivacy.
Launch training and toolkits for ‘Our Future Winning Together
programme, providing tools to all employees on how we can
achieve our 2025 goals
Improved onboarding journey for new joiners including
workshops, videos and an online repository containing
allrelevantinformation.
Orderly transition to new leaders in procurement
andcompliance.
CONTROLS AND MITIGATING ACTIVITIES
Performance management process for all employees to set
goals that contribute to Elementis’ key priorities, and to set
actions for personal and professional development allowing
managers to guide their employees to make an impact.
Career profile allowing employees to create their personal profile
and future aspirations for the longer term, giving managers insights
for coaching their employees.
Succession planning process to build a diverse leadership
pipeline, improve internal growth and manage risks of employees
leaving. Succession of senior leaders is reviewed twice a year
bythe ELT and their teams. Succession to the ELT is reviewed
once a year by the Board.
A focus on improving employee engagement by employee
engagement survey, action planning based on data driven
insights, external trend analysis and through managers
bygivingthem access to data, tools and training.
People manager training and toolkits empowering them to
growand make an impact.
All employees have unlimited access to LinkedIn Learning
(Chinese colleagues have access to a similar local training
platform) where they can expand their skills based on
theirownlearning needs.
Flexible work models enable more people to participate in
theworkforce.
Link to KPIs Read more on pages 32-33
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
93
IT NETWORKS, DATA SECURITY AND PRIVACY
LINK TO STRATEGIC OBJECTIVE
1
2
MOVEMENT IN YEAR
+
DESCRIPTION OF RISKS
The Group is expected to increasingly rely on IT systems for its
internal communications, controls, reporting and relationships with
customers andsuppliers.
A significant disruption could cause delays to key operations and
inability to meet customers’ requirements and result in increased
operating costs, legal liability and reputational damage. In addition,
continuing developments in data protection legislation globally has
created a range of compliance obligations with increased financial
penalties for non-compliance.
LINKS WITH CLIMATE CHANGE
Not applicable.
CONTROLS AND MITIGATING ACTIVITIES
Security controls including policies and procedures, staff
awareness andtraining, risk management and compliance,
systems and information management and protection process
Regular IT, cyber and data protection updates to the Board
Business continuity and emergency response plans are in place
for manufacturing sites
Internal audits are scheduled on a regular basis
Privacy and data protection platform
DEVELOPMENTS IN YEAR
Continued with regular phishing simulations to raise awareness
and assess training needs
Cyber preparedness drill delivered with an updated Incident
Response Plan.
Vendor appointment for the indexing and review of digital data
Implementation of tools to help prevent emails sent in error
Data Protection mandatory training launched
Introduction of Privileged Access Management (PAM)
HEALTH AND SAFETY
LINK TO STRATEGIC OBJECTIVE
1
MOVEMENT IN YEAR
=
DESCRIPTION OF RISKS
The nature of business manufacturing activities, which includes the
production, storage and transport of hazardous materials, has a
wide-ranging exposure to health and safety risks, including both
occupational safety and process safety risks. Failure to recognise,
evaluate and mitigate health and safety risks would leave the
Group vulnerable to negative impacts such as employee and
contractor injuries, lost production time, equipment damage,
impact to the community, potential regulatory compliance
challenges, and reputational damage.
DEVELOPMENTS IN YEAR
Development of web based tool for management of HSE and
quality incidents, HSE action tracking, and compliance calendars
for improved accountability and analytics
Implementation of hazard recognition process (Hazard Recognition
Plus) to improve employee awareness and mitigation of hazards
Participation in second annual World Day for Safety & Health
atWorkand Safety Week, including keynote speaker and many
localactivities
Enhancement of HSE Sharepoint page to include key HSE resources,
such as HSE standards, incident learnings and SafetyShares
Development of life critical corporate standards
Implementation of process safety management guidelines for
process hazard analyses and equipment criticality assessments
Embedding TogetherSAFE, our value for safety, into our work
planning and business processes; holding second annual CEO
TogetherSAFE award promoting team safety initiatives
CONTROLS AND MITIGATING ACTIVITIES
Safety leadership – setting clear expectations for site leaders
and supervisors on their role and responsibility for ensuring
employee safety and providing them with leadership training/
tools (Alive & Well at the End of the Day); HSE site leader
certification process required for all site leaders; establishing
safety lagging and leading key performance indicators;
communication and demonstration of top management’s
strongcommitment to our Safety value
Management systems – programmes such as compliance and
insurance audits, root cause analyses, management of change,
routine inspections, risk assessments, training, contractor
management and work permits
Safety culture development – stop work authority focus and
training; increasing employee participation in safety through
nearmiss reporting, hazard recognition and safety committees;
TogetherSAFE awareness sessions with all employees and
development of safety improvement plans focused on
employeeconcerns
Process safety management – performing process hazard
analyses; ensuring equipment is well maintained and
functioningproperly (mechanical integrity) through capital
investment; developing corporate guidelines and performing
equipment criticality assessments to determine preventative
maintenance approach
LINKS TO CLIMATE CHANGE
Not applicable.
Principal risks and uncertaintiescontinued
Link to KPIs Read more on pages 32-33
Annual Report and Accounts 2022
Elementis plc
94
Viability and going concern statement
GOING CONCERN
The Directors are satisfied that it is appropriate for the Group and
theCompany to adopt the going concern basis of accounting in
preparing these Group and parent company financial statements and
that there are no material uncertainties impacting the ability of the
Group and Company to continue to operate over a period of at least
12 months from the date of approval of these financial statements.
To support this assessment the Directors produced three models,
covering a future period of five years from the date of these accounts,
demonstrating the position of the Group regarding its two financial
covenants, net debt/EBITDA and interest cover, at each measurement
period for the 12 months following the date of signing of these
accounts and annually thereafter. These models comprised:
A base case scenario, aligned to the latest Group annual
operating plan for 2023, as well as the Group’s five year plan;
A possible downside scenario that assumes the global
economic environment is severely depressed over the
assessment period; and
A reverse stress test, flexing sales to determine what circumstance
would be required to breach the financial covenants.
No breaches in the required covenant tests were reported during
theyear and under both the base case and severe but plausible
downside scenarios the Group is expected to remain within its
financial covenants throughout the going concern period. The
conditions necessary for the reverse stress scenario to be
applicable were deemed to be remote.
The Directors also considered factors likely to affect future
performance and development, the Group’s financial position, the
current excess liquidity position, the high level of cash conversion
and the principal risks and uncertainties facing the Group; including
the Group’s exposure to credit, liquidity and market risk and the
mechanisms available for mitigating these risks.
The Group’s net debt position as at 31 December 2022 was
$366.8m. It has access to a syndicated revolving credit facility of
$375m, of which $71.6m has an expiry date of September 2024 and
$303.4m has an expiry date of September 2025, and long term loan
facilities of $150m and €142m which have an expiry date of June
2026. The Group had further borrowing facilities available to it, aside
from the syndicated revolving credit facility and term loans, of over
$25m as at 31 December 2022.
In conclusion, after reviewing the base case scenario, the severe but
plausible downside scenario and considering the likelihood of the
reverse stress test scenario occurring to be remote, as well as having
considered the uncertainty relating to the Group’s principal risks
andthe mitigating actions available, the Directors have formed the
judgement that at the time of approving these consolidated financial
statements there are no material uncertainties that cast doubt on
theGroup’s going concern status for next 12 months and that it is
therefore appropriate to prepare the consolidated accounts on the
going concern basis.
BUSINESS VIABILITY ASSESSMENT
The basis of the assessment included a detailed review of strategic
and operating plans, underpinned by five year financial forecasts,
including profit and loss and cash flows. Consideration was given
to capital expenditure, investment plans, returns to shareholders
and other financial commitments, as well as the Company’s debt
bearing capacity, its financial resources, borrowings and the
availability of finance. No review of business plans and financial
forecasts would be complete without a robust assessment of
therisks and opportunities in such planning models and the
assumptions used. The review included consideration and
discussion of the materials prepared and presented to the Board
by management and its advisers (where appropriate), as well as
additional information requested by the Board.
The Board’s programme of monitoring major risks is an important
component of the business viability assessment and the financial
impact of the principal risks was modelled over the five year
period. Business and segment growth scenarios, rate of return
oninvestments, assumptions on global GDP growth rates, relevant
currency rates, and commodity prices in business plans and
financial forecasts were all considered, with stress testing on
financial models where appropriate. Finally, a review of litigation
and tax reports, legal and compliance risks throughout the year
and a formal year end risk review, ensures that the viability
statement is made with a reasonable degree of confidence.
PRINCIPAL RISKS
For each principal risk that is deemed to be both permanent and
likely to have a high impact, a severe but plausible scenario was
considered. In making the business viability statement, the Board
reviewed and discussed the overall process undertaken by
management and assessed the outcome of the stress-testing
carried out using the Group’s five year financial forecast as the
base case. The five year financial forecast considers the Group’s
cash flows, interest cover covenant, net debt/EBITDA covenant,
and other key financial ratios over the period. These metrics were
assessed against the Group risk register to determine the most
impactful ones to stress test against.
Based on the results of this review, and as set out above, the
Directors have a reasonable expectation that the Group would be
able to withstand the impact of each of the scenarios considered
should they occur in the course of the five year assessment period.
In each scenario the Group would continue to operate and meet its
obligations and liabilities as they fall due.
BUSINESS VIABILITY STATEMENT
In accordance with the UK Corporate Governance Code provision 31,
the Directors have reviewed the Group’s current position and carried
out a robust assessment of the principal risks and uncertainties that
might threaten the business model, future performance, and solvency
and liquidity of the Group, including resilience to such threats, and
consider that they have a reasonable expectation that the Group
willbe able to continue in operation and meet its liabilities as they
falldue over a period of at least five years. A period of five years was
chosen as being consistent with the Group’s business and financial
planning models, R&D plans, a number of key supply contracts and
requirements for external borrowing facilities. Regarding accessibility
to financing, the majority of the RCF currently has an expiry of
September 2025 and the term loans have an expiry of June 2026;
both of these are within the five year period and so will require
renegotiation or replacement. Elementis has, to date, had a very
supportive banking syndicate and by 2025 it is expected that there
willbe a materially lower requirement for debt financing; as such the
Directors do not believe that there will be any issues in renegotiating
lending facilities when necessary. Whilst the Directors have no reason
to believe that the Group will not be viable over a longer period, a five
year period allows the Directors to make the viability statement with
areasonable degree of confidence whilst providing shareholders
withan appropriate longer term outlook. The Directors’ viability
assessment of the Group’s prospects is based on reviews of annual
operating and five year business plans, bank covenant compliance
forecasts, the Group’s strategy and strategic priorities and its principal
risks and how these are managed and mitigated. The principal risks
and how they are being managed are more fully described and
explained in the Principal Risks and Uncertainties section on
pages90-94.
STRATEGIC REPORT
The Strategic report was approved by the Board of Directors on
6 March 2023 and is signed on its behalf by:
Paul Waterman Ralph Hewins
CEO Chief Financial Officer
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
95
Chair’s introduction to governance
The Board is focused on continuing to deepen its
understanding of the business through interacting
with its employees and embedding the Company
Values and behaviours.
John O’Higgins
Chair
DEAR SHAREHOLDERS,
On behalf of the Board, I am pleased to introduce our Governance
report for the year ended 31 December 2022. This report sets out
our approach to effective corporate governance and outlines key
areas of focus of the Board and the activities it undertook during
the year, as we continue to drive long term value creation for all our
stakeholders. I am grateful to my fellow Board members for their
support during my first full year as Chair.
A REFRESHED PURPOSE
As a Board, we are responsible for ensuring that the business is
purpose-led and that our decisions are guided by the Company’s
core purpose. The Board reviewed the Companys strategy
regularly throughout the year, and, as part of this, considered the
increasing importance of embedding sustainability considerations
in, and aligning the Company’s culture and Values to, strategy
andpurpose. In 2022, the Board was delighted to approve the
Company’s refreshed purpose statement, which reflects our
authentic and distinctive strengths, as well as how we uniquely
serve our stakeholders.
OUR PURPOSE
Unique Chemistry, Sustainable Solutions. At Elementis,
webring aunique combination of expertise, innovation and
teamwork toevery formulation challenge. We transform raw
materials into high value specialty additives that enhance the
performance of ourcustomers’ products and make a
positive change in the world.
Annual Report and Accounts 2022
Elementis plc
96
How the Board is creating
therightculture and living its
purpose through its Values
SAFETY
Our way of life
We are committed to providing
asafeenvironment for all.
SOLUTIONS
Creating value for our customers
We make a difference through our
expertise,responsiveness and focus
onquality.
AMBITION
Passion for excellence
We are innovative, courageous
anddrivenineverything we do.
RESPECT
We do the right thing
We care for our colleagues, customers,
communities and environment.
TEAM
The power of collaboration
We work, grow and succeed together.
BOARD SUCCESSION AND DIVERSITY
There have been a number of changes to your Board this year. In
March, Geertrui (Trudy) Schoolenberg joined the Board, and then
assumed the role of Senior Independent Director and in April,
Christine Soden assumed the role of Chair of the Audit Committee,
following the retirement of Anne Hyland from the Board at the 2022
Annual General Meeting (AGM). We are grateful to Anne for her
valuable contribution. Following a thorough recruitment process,
we were delighted that Clement Woon joined the Board in
December 2022. For further information on the recruitment
process, please refer to page 116-117. I can report that 37.5%
ofthe current Board are women (there are five men and three
women on our Board). We are aware of the target specified in
recent updates to the Listing Rules (against which we are required
to report from next year), and also referred to in the FTSE Women
Leaders Review, for female representation on the Board to be
atleast 40%, and will ensure that the benefits of diversity are
appropriately considered in the context of any future Board
recruitment. The Board currently meets the target referred to
inthenew Listing Rules and in the FTSE Women Leaders Review
for there to be at least one woman in a senior Board role (our Senior
Independent Director). The Board also meets the target referred
toin the new Listing Rules and in the Parker Review for there to
beat least one individual on the Board from a minority ethnic
background. Further information on Board diversity is set out
intheNomination Committee report on pages 117-118.
WORKFORCE ENGAGEMENT
The Board recognises its obligation to engage with and consider
the impact of the Boards decisions on all of our stakeholders, and
the importance of interaction with employees as part of its wider
engagement remit. The CEO, CHRO and other members of the ELT
continued to provide regular updates on workforce matters,
including health and safety, ongoing information about the impact
of the pandemic on our employees, and diversity, equity and
inclusion initiatives.
During 2022, the Board was delighted to be able to fully resume its
programme of site visits and in-person meetings with employees
for the first time since 2019. Christine Soden is designated as the
Non-Executive Director with responsibility for employee
engagement on behalf of the Board. Christine conducted in-
person focus group discussions with employees in the US at our
corporate offices and technology centre in New Jersey and at our
manufacturing facility in Missouri, as well as in Finland at our
processing plants in Vuonos and Sotkamo. The key themes arising
from these discussions were considered by the Board and action
plans developed where appropriate. Further information on the
work of our Designated Non-Executive Director can be found on
pages 106-108.
CONTINUED FOCUS ON SUSTAINABILITY
Following the appointment of our first Sustainability Director in
late2021, we have set out our sustainability strategy in three pillars
– Protecting the Environment, Supportive Culture and Responsible
Business – to enable us to focus on the areas that are most material
to deliver our strategic ambitions and to create value for our
shareholders. We completed our first assessment of value chain
(Scope 3) greenhouse gas emissions, to fully understand our carbon
footprint and our opportunities to improve it, and we were proud
tocommit to reducing our greenhouse gas emissions in line with
the Science-Based Targets initiative framework and the Paris
Agreement. Further information can be found in the report on
pages36-38.
BOARD EFFECTIVENESS
Having completed a full externally facilitated Board performance
evaluation in 2021, our evaluation this year was conducted
internally. I am pleased to report that the evaluation resulted in
apositive assessment of the effectiveness of the operation of the
Board and its Committees, and concluded that the Board has
overseen the business well through an external environment which
continued to be challenging. Insights shared by those who had the
most interaction with the Board and its Committees during the year
reflected that the Board and its Committees were felt to be well
prepared, asked relevant, challenging questions, and were
supportive and accessible if needed. Details of the process
followed and its outcomes are set out on page 113-114.
REMUNERATION POLICY
Following consultation with top shareholders, our updated
Remuneration Policy received almost 97% support from
shareholders at our AGM in 2022. The Committee has continued
itsregular dialogue and engagement with shareholders, and during
2022, in response to shareholder views, introduced a post cessation
of employment share ownership guideline. Further information can
be found in the Directors’ Remuneration report on pages 124-151.
AGM
This year we will once again be holding a hybrid AGM, with the
ability for shareholders to attend in-person or join virtually. Further
information is set out in the Notice of Meeting, which is available
on the Company’s website.
John O’Higgins
Chair
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
97
Board of Directors
JOHN O’HIGGINS
CHAIR
TENURE
John was appointed a Non-Executive
Chair and Chair of the Nomination
Committee on 1 September 2021.
John joined the Board as a
Non-Executive Director on 4 February
2020 and was appointed Senior
Independent Director on 29 April 2020
prior to his appointment as Chair.
INDEPENDENT
Yes**
EXPERIENCE AND ROLE
John served as chief executive of
Spectris plc from January 2006 to
September 2018, leading the business
through a period of significant
strategic transformation and
development. Prior to Spectris plc,
John spent 14 years at Honeywell
International in a number of senior
management roles including chairman
of Honeywell Automation India and
president of Automation & Control
forAsia-Pacific. His early career
wasspent at Daimler Benz A.G. as
aresearch and development engineer.
Previous non-executive director roles
include Exide Technologies, a US
based supplier of battery technology
to automotive and industrial users
(from 2010 to 2015).
John holds a master’s degree
inMechanical Engineering from
Purdue University (US) and an
MBAfrom INSEAD.
EXTERNAL APPOINTMENTS
Trustee of the Wincott Foundation
Non-executive director of
OxfordNanopore Technologies
plc and a member of the
audit, risk, remuneration and
nominationcommittees
Senior independent director
of Johnson Matthey plc and a
member of the audit, nomination
and remuneration committees
Adviser to Envea Global, a
market leader in environmental
air and emissions measurement
and majority owned by The
CarlyleGroup
PAUL WATERMAN
CEO
TENURE
Paul was appointed CEO
on8February 2016.
INDEPENDENT
No
EXPERIENCE AND ROLE
Paul has a proven track record in
developing markets, products and
opportunities for creating value,
business optimisation and
transformation. Paul’s global
experience provides the skill
setrequired to deliver the
Company’sstrategy and
provideinspiring leadership.
Prior to joining Elementis, Paul was
global CEO of the BP Lubricants
business in 2013 after having
overseenthe BP Australia/New
Zealand downstream business. In
2010, Paul was country president of
BP Australia. Prior to this he was CEO
of BP’s global aviation, industrial,
marine and energy lubricants
businesses (2009 to 2010) and CEO
ofBP Lubricants Americas (2007 to
2009). He joined BP after itacquired
Burmah-Castrol in 2000, having joined
the latter in 1994 after roles at Reckitt
Benckiser and KraftFoods.
Paul holds a BSc degree in Packaging
Engineering from Michigan State
University and an MBA in Finance and
International Business from New York
University, Stern School of Business.
EXTERNAL APPOINTMENTS
None
RALPH HEWINS
CFO
TENURE
Ralph was appointed CFO-
Designateand Executive Director
on12 September 2016 and became
the Elementis Group CFO on
1 November 2016.
INDEPENDENT
No
EXPERIENCE AND ROLE
Ralph is an accomplished CFO
whohas a strong track record in
finance, strategy development and
implementation, and M&A which
enables him to provide effective
financial leadership to underpin the
delivery of the Company’s strategy.
Ralph had a 30 year career with BP,
where he held a number of significant
leadership positions, including roles
infinancial management, sales and
marketing, corporate development,
M&A, strategy and planning. In 2010,
Ralph was CFO of BP Lubricants
andserved on the board of Castrol
India Limited from 2010 until 2016.
Ralph holds an MA degree in Modern
History and Economics from the
University of Oxford and an MBA
fromINSEAD.
EXTERNAL APPOINTMENTS
None
TRUDY SCHOOLENBERG
SENIOR INDEPENDENT
DIRECTOR
TENURE
Trudy was appointed Non-Executive
Director on 15 March 2022 and
become Senior Independent Director
on 26 April 2022.
INDEPENDENT
Yes
EXPERIENCE AND ROLE
Trudy has over 30 years’ experience of
working in the chemicals, engineering
and high performance product sectors.
Having built her executive career with
global organisations such as Shell,
Wärtsilä and Akzo Nobel, shebrings
astrong international perspective and
aproven track recordfor driving
sustainability through innovation.
In addition, Trudy has strong
operational knowledge, gained
duringher time at Shell as production
manager at the Pernis refinery in the
Netherlands, the largest refinery in
Europe and one of the largest in
theworld.
Trudy currently serves as a
non-executive director and senior
independent director of Accsys
Technologies plc (AIM listed sustainable
building materials business), a
supervisory board member of SPIE SA
(a listed technicalservices business)
and asanon-executive director and
seniorindependent director of TI
FluidSystems plc (a listed global
manufacturer of automotive systems).
Trudy previously served as a
boardmember of The Netherlands
Petroleum Stockpiling Agency (COVA)
(2011-2021), non-executive director
and senior independent director
atSpirax-Sarco Engineering plc
(2012-2021), non-executive director
and senior independent director
ofLow and Bonar plc (2013-2020)
andasa supervisory board member
ofAvantium N.V. (2020-2022).
Trudy has a Ph.D in Technical
Physicsfrom the Delft University
ofTechnology (The Netherlands)
andholds a master’s degree in
Industrial Engineering.
EXTERNAL APPOINTMENTS
Non-executive director and senior
independent director of Accsys
Technologies plc (from April 2018)
Independent director of SPIE SA
(from November 2021)
Senior independent director of TI Fluid
Systems plc (from September 2022)
N* R
A N
R
The right skills to deliver our strategy
** On appointment
Annual Report and Accounts 2022
Elementis plc
98
A* AN N
R R
STEVE GOOD
INDEPENDENT NON-
EXECUTIVE DIRECTOR
TENURE
Steve joined the Board as a
Non-Executive Director on
20 October2014 and became Chair
ofthe Remuneration Committee on
25 April 2017. Steve was appointed
interim Senior Independent Director
between 1 September 2021 and
26 April 2022.
INDEPENDENT
Yes
EXPERIENCE AND ROLE
Steve has strong and relevant
international experience in specialty
chemicals businesses, manufacturing
and diverse industrial markets which
enables him to provide guidance and
challenge to management. Steve’s
involvement with remuneration
committees in other organisations
enables him to provide judgement and
demonstrate sound knowledge of topical
remuneration matters in his capacity
as Remuneration Committee Chair.
Steve was chief executive of Low
&Bonar plc between September 2009
and September 2014.
Prior to that role, he was managing
director of its technical textiles division
(2006-2009), director of new business
(2005-2006), and managing director of
its plastics division (2004-2005). Prior
to Low & Bonar, he spent ten years
with BTP plc (now part of Clariant)
inavariety of leadership positions
managing international specialty
chemicals businesses. Steve served as
non-executive director and chairman of
the remuneration committee of Cape plc
(2015-2017), non-executive director
ofAnglian Water Services and member
of the audit committee, nomination
committee and remuneration committee
(2015-2018) and non-executive director
of Dialight plc (2018-2020).
Steve holds a degree in Economics and
Financial Management from Sheffield
University. He is a charteredaccountant.
EXTERNAL APPOINTMENTS
Non-executive chairman of
Zotefoams plc (non-executive
director from October 2014 and
chairman from April 2016) and
chairman of the nomination
committee and member of the
remuneration committee
Non-executive chairman of Devro
plc (from June 2019) and chairman
of the nomination committee
DOROTHEE DEURING
INDEPENDENT NON-
EXECUTIVE DIRECTOR
TENURE
Dorothee was appointed a
Non-Executive Director on
1 March2017.
INDEPENDENT
Yes
EXPERIENCE AND ROLE
Dorothee provides the Board with
valuable insight into the wider
European chemicals and Industrial
sectors as well as sector specific
acquisition expertise.
Dorothee manages her own corporate
advisory consultancy serving a
number of European clients in the
pharma/biotech sector. She is active
in various industry bodies. Her
previous executive roles included
managing director and head of
Corporate Advisory Group (Europe) at
UBS in Zurich, head of M&A chemicals
and healthcare at a private investment
bank in Germany and as a senior
executive in the corporate finance
department at the Roche Group.
Dorothee served as non-executive
director of the supervisory board of
Bilfinger SE and member of the audit
committee (May 2016-May 2021).
Dorothee holds a master’s degree in
Chemistry from the Université Louis
Pasteur, Strasbourg and an MBA
fromINSEAD.
EXTERNAL APPOINTMENTS
Non-executive director of AXPO
Holding AG (from March 2017)
CHRISTINE SODEN
INDEPENDENT NON-
EXECUTIVE DIRECTOR
TENURE
Christine was appointed a Non-
Executive Director on 1 November 2020
and is the Designated Non-Executive
Director for workforce engagement
and Chair of the AuditCommittee.
INDEPENDENT
Yes
EXPERIENCE AND ROLE
Christine brings significant experience
of innovation and the commercialisation
of technology to the Board. Christine is
an experienced CFO with a strong track
record from leading a range of private
and public companies rooted in
innovation with a particular focus
onbiotechnology, life sciences and
pharmaceutical products.
Christine was CFO and company
secretary of Acacia Pharma Group
plc, a public quoted provider of
pharmaceutical products designed to
improve the outcomes and recovery for
surgical patients (2015-2020). Prior to
Acacia Pharma Group plc, Christine
served as CFO and then non-executive
director of AIM-listed Electrical
Geodesics, Inc., which was acquired
by Philips NV in 2017. Other CFO and
finance leadership roles include Optos
plc, BTG plc (former FTSE250
constituent), Oxagen Limited and
Celltech Chiroscience Group plc,
having started her life-sciences career
as financial controller of Medeva plc.
Christine has previously served as chair
of the audit committee at e-therapeutics
plc, an AIM listed technology based
drug discovery platform (2017-2020)
and at Provalis plc, a quoted healthcare
business (2000-2005). She was also
non-executive director of Futurenova
Limited, a provider of anti-microbial
cases for ipads and iphones from
2017 to 2021.
Christine is a chartered accountant
and holds a degree in Mathematics
from the University of Durham.
EXTERNAL APPOINTMENTS
Non-executive director
of VioHealthtech Limited
(fromJanuary 2013)
Non-executive director of
Celland Gene Therapy Catapult
(fromOctober 2020)
Non-executive director of Arecor
Therapeutics plc (from May 2021)
CLEMENT WOON
INDEPENDENT NON-
EXECUTIVE DIRECTOR
TENURE
Clement was appointed a
Non-Executive Director on
1 December 2022.
INDEPENDENT
Yes
EXPERIENCE AND ROLE
Clement brings broad managerial
experience in globally operating
technology and consumer related
industries. He has a strong track
record of renewing traditional
industries and revitalising growth
through strategic interventions and
in-depth experience and knowledge of
markets within the Asia Pacific region.
Clement was Group CEO of Saurer
Intelligent Technology Co Ltd,
a€1 billion textile machinery and
components business listed on the
Shanghai Stock Exchange, between
August 2016 and March 2020.
Clement continued to serve on the
board of Saurer as non-executive
director until August 2021. Between
March 2021 and January 2023,
Clement served as Chairman
ofPFIFoods Industries Pte Ltd.
Between April 2014 and July 2016,
Clement was Adviserand co-CEO
ofJinsheng Industry Co. Ltd, an
industrial company in China with
diverse interests including biotech,
automotive and textiles, between
April2014 to July 2016. Clement
alsopreviously held various senior
positions at companies based in
Switzerland and Singapore including
Division CEO of Leica Geosystems
AG, President & CEO ofSATS Ltd,
andCEO Textile Division of OC
Oerlikon AG.
Clement holds an MSc in Industrial
Engineering and a BEng in Electrical
Engineering from the National
University of Singapore, as well as
anMBA in Technology Management
from Nanyang Technological
University, Singapore.
EXTERNAL APPOINTMENTS
Non-independent Non-Executive
Director of PFI Foods Industries
Pte. Ltd (since February 2023, Chair
between 2015 and January2023)
Non-executive director of
MorganAdvanced Materials plc
(from May 2019)
KEY TO COMMITTEE
MEMBERSHIP
Audit Committee
* Chair of the Committee
A
Nomination CommitteeN
Remuneration Committee
R
N
R*
A N
R
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
99
Executive Leadership team
PAUL WATERMAN
CEO
RALPH HEWINS
CFO
Full biography can be
found on page 98.
Full biography can be
found on page 98.
LUC VAN RAVENSTEIN
SVP GLOBAL PERFORMANCE
SPECIALTIES
STIJN DEJONCKHEERE
SVP GLOBAL
PERSONALCARE
GREG BELLOTTI
CHIEF INFORMATION
OFFICER
ANNA LAWRENCE
GROUP GENERAL COUNSEL
& COMPANY SECRETARY
JOE LUPIA
SVP GLOBAL TECHNOLOGY
CHRIS SHEPHERD
CHIEF HUMAN RESOURCES
OFFICER
TENURE
Joined Elementis in 2012.
TENURE
Joined Elementis in 2007 and was
appointed SVP, Global Personal Care
in May 2020.
TENURE
Joined Elementis in 2014 andwas
appointed CIO in January 2021.
TENURE
Joined Elementis in March 2021.
TENURE
Joined Elementis in 2019.
TENURE
Joined Elementis in 2017.
EXPERIENCE AND ROLE
Luc is responsible for leading the
Performance Specialties business,
which combines the segments
previously known as Global Coatings,
Energy and Talc. Previously, he led the
Global Coatings business through the
transformation programme and drove
the execution of its growth strategies.
Luc started his career with Elementis
leading the Personal Care and
Surfactants businesses following
leadership positions at specialty
chemicals company Croda.
Luc hasanMSc degree in Chemistry
andChemical Engineering and
aProfessional Doctorate in
Engineeringfrom Eindhoven
Universityof Technology.
EXPERIENCE AND ROLE
Stijn is responsible for the leadership
of the Personal Care business which
includes Cosmetics and AP Actives
businesses. He is an accomplished
leader who has demonstrated an
ability to build and lead high
performing commercial teams.
Stijnspent many years developing
hiscareer at Elementis in various
positions in our Personal Care and
Coatings business, most recently as
Director Global Sales Personal Care.
Prior to Elementis, he also held leading
commercial roles at Capsugel, now
Lonza, and Barentz. His leadership
skills combined with strong
commercial experience and focus on
customer relationships will be key to
ensuring successful execution of our
strategy and the acceleration
ofgrowth in our Personal
Caresegment.
Stijn holds Master’s degrees
inBio-Engineering from Ghent
Universityand Agro-Management
from Montpellier SupAgro and is
agraduate of the Executive
Development Program from
theWharton School.
EXPERIENCE AND ROLE
As Chief Information Officer, Greg
isresponsible for global IT strategy,
operations, service delivery, innovation
and digital transformation.
Prior to joining Elementis, Greg
heldITleadership roles at Allscripts
(Summit Medical Group) (now) and
Siemens. At Summit, he rebuilt a
teamand an infrastructure to support
exponential growth across facility
locations. During his tenure at
Siemens, Greg was instrumental in the
acquisition of HEAR US, the first B2C
in Siemens’ portfolio, and led project
management, global service provision
and the global PMO at various times.
Greg graduated from The College of
New Jersey in 1992 with a Bachelor of
Science degree in Law & Justice. Greg
serves as a member of The College
ofNew Jersey Beacon Society, is a
board member for the Delaware Valley
Chapter of The National Football
Foundation and the College Hall of
Fame, is engaged in multiple groups
supporting opportunities for women
and minorities, and supports various
youth and military charitable initiatives.
EXPERIENCE AND ROLE
Anna has responsibility for all legal
and compliance matters across the
Group and is the Group Company
Secretary. Anna also serves as
theGroup’s Chief Compliance
Officerandchairs the Ethics and
Compliance Council.
She has extensive international
experience gained through holding
senior legal positions in companies
across diverse sectors including
Rolls-Royce plc, Johnson Matthey plc
and Kingfisher plc.
Anna qualified as a solicitor at Allen &
Overy LLP and holds a BA in Modern
Languages from the University of
Oxford, a Postgraduate Diploma in
Law and Legal Practice, and is an
Associate of the Chartered
Governance Institute.
EXPERIENCE AND ROLE
Joe joined in 2019 and is responsible
for the leadership of the Global R&D
and Product Stewardship functions.
His former commercial experiences
enable him to ensure our innovation
pipeline is capable of delivering both
technical and financial success.
Joeisresponsible for collaborating
with the business leaders to develop
new technologies that enhance our
customers’ product performance as
itpertains to the quality, sustainability
and efficiency needs of our partners.
Joe has 30 years’ experience in the
chemicals industry and joined us from
BASF, where he had many different
technical and commercial roles over
his 24 year tenure.
Joe has a Ph.D. in Organic Chemistry
from Seton Hall University.
EXPERIENCE AND ROLE
Chris leads the Group Human
Resources and Communications
function and is responsible for
talent,succession, HR operations,
reward programmes and internal
communications. His focus is
onembedding the Company’s
cultureand Values throughout the
organisation, developing internal
talentand standardising our global
people processes. Chris is co-Chair
ofthe Elementis Diversity, Equity and
Inclusion Council.
Chris has over 20 years’ experience
ofglobal human resources gained in a
mix of privately held US and UK listed
plcs with the first 12 years of his career
in manufacturing and supply chain.
Chris holds an MEng in Mechanical
Engineering from the University
ofLiverpool.
Annual Report and Accounts 2022
Elementis plc
100
LUC VAN RAVENSTEIN
SVP GLOBAL PERFORMANCE
SPECIALTIES
STIJN DEJONCKHEERE
SVP GLOBAL
PERSONALCARE
GREG BELLOTTI
CHIEF INFORMATION
OFFICER
ANNA LAWRENCE
GROUP GENERAL COUNSEL
& COMPANY SECRETARY
JOE LUPIA
SVP GLOBAL TECHNOLOGY
CHRIS SHEPHERD
CHIEF HUMAN RESOURCES
OFFICER
TENURE
Joined Elementis in 2012.
TENURE
Joined Elementis in 2007 and was
appointed SVP, Global Personal Care
in May 2020.
TENURE
Joined Elementis in 2014 andwas
appointed CIO in January 2021.
TENURE
Joined Elementis in March 2021.
TENURE
Joined Elementis in 2019.
TENURE
Joined Elementis in 2017.
EXPERIENCE AND ROLE
Luc is responsible for leading the
Performance Specialties business,
which combines the segments
previously known as Global Coatings,
Energy and Talc. Previously, he led the
Global Coatings business through the
transformation programme and drove
the execution of its growth strategies.
Luc started his career with Elementis
leading the Personal Care and
Surfactants businesses following
leadership positions at specialty
chemicals company Croda.
Luc hasanMSc degree in Chemistry
andChemical Engineering and
aProfessional Doctorate in
Engineeringfrom Eindhoven
Universityof Technology.
EXPERIENCE AND ROLE
Stijn is responsible for the leadership
of the Personal Care business which
includes Cosmetics and AP Actives
businesses. He is an accomplished
leader who has demonstrated an
ability to build and lead high
performing commercial teams.
Stijnspent many years developing
hiscareer at Elementis in various
positions in our Personal Care and
Coatings business, most recently as
Director Global Sales Personal Care.
Prior to Elementis, he also held leading
commercial roles at Capsugel, now
Lonza, and Barentz. His leadership
skills combined with strong
commercial experience and focus on
customer relationships will be key to
ensuring successful execution of our
strategy and the acceleration
ofgrowth in our Personal
Caresegment.
Stijn holds Master’s degrees
inBio-Engineering from Ghent
Universityand Agro-Management
from Montpellier SupAgro and is
agraduate of the Executive
Development Program from
theWharton School.
EXPERIENCE AND ROLE
As Chief Information Officer, Greg
isresponsible for global IT strategy,
operations, service delivery, innovation
and digital transformation.
Prior to joining Elementis, Greg
heldITleadership roles at Allscripts
(Summit Medical Group) (now) and
Siemens. At Summit, he rebuilt a
teamand an infrastructure to support
exponential growth across facility
locations. During his tenure at
Siemens, Greg was instrumental in the
acquisition of HEAR US, the first B2C
in Siemens’ portfolio, and led project
management, global service provision
and the global PMO at various times.
Greg graduated from The College of
New Jersey in 1992 with a Bachelor of
Science degree in Law & Justice. Greg
serves as a member of The College
ofNew Jersey Beacon Society, is a
board member for the Delaware Valley
Chapter of The National Football
Foundation and the College Hall of
Fame, is engaged in multiple groups
supporting opportunities for women
and minorities, and supports various
youth and military charitable initiatives.
EXPERIENCE AND ROLE
Anna has responsibility for all legal
and compliance matters across the
Group and is the Group Company
Secretary. Anna also serves as
theGroup’s Chief Compliance
Officerandchairs the Ethics and
Compliance Council.
She has extensive international
experience gained through holding
senior legal positions in companies
across diverse sectors including
Rolls-Royce plc, Johnson Matthey plc
and Kingfisher plc.
Anna qualified as a solicitor at Allen &
Overy LLP and holds a BA in Modern
Languages from the University of
Oxford, a Postgraduate Diploma in
Law and Legal Practice, and is an
Associate of the Chartered
Governance Institute.
EXPERIENCE AND ROLE
Joe joined in 2019 and is responsible
for the leadership of the Global R&D
and Product Stewardship functions.
His former commercial experiences
enable him to ensure our innovation
pipeline is capable of delivering both
technical and financial success.
Joeisresponsible for collaborating
with the business leaders to develop
new technologies that enhance our
customers’ product performance as
itpertains to the quality, sustainability
and efficiency needs of our partners.
Joe has 30 years’ experience in the
chemicals industry and joined us from
BASF, where he had many different
technical and commercial roles over
his 24 year tenure.
Joe has a Ph.D. in Organic Chemistry
from Seton Hall University.
EXPERIENCE AND ROLE
Chris leads the Group Human
Resources and Communications
function and is responsible for
talent,succession, HR operations,
reward programmes and internal
communications. His focus is
onembedding the Company’s
cultureand Values throughout the
organisation, developing internal
talentand standardising our global
people processes. Chris is co-Chair
ofthe Elementis Diversity, Equity and
Inclusion Council.
Chris has over 20 years’ experience
ofglobal human resources gained in a
mix of privately held US and UK listed
plcs with the first 12 years of his career
in manufacturing and supply chain.
Chris holds an MEng in Mechanical
Engineering from the University
ofLiverpool.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
101
The UK Corporate Governance Code
The UK Corporate Governance Code 2018 (the ‘Code’) sets
standards of good practice in relation to all areas of corporate
governance in the UK. The Code applies to the Company. In this
Annual Report, we report on how we applied the main principles
ofthe Code and complied with its relevant provisions.
The Company was not in compliance with Provision 38 (alignment
of Executive Directors’ pension contributions with those of the
wider workforce) during the year; however, the Executive Directors
were on a phased glidepath reduction in pension towards
theworkforce rate (as noted in page 125 in the Directors’
Remuneration report) and alignment completed on
1 December2022.
Elementis has complied with all other relevant provisions
throughout the year ended 31 December 2022 and from that
dateup to the date of approval of this Annual Report. The Code
iscurrently available www.frc.org.uk
BOARD LEADERSHIP AND
COMPANYPURPOSE SEE PAGE
A. Effective and entrepreneurial Board to
promote the long term sustainable
success of the Company, generating
value for shareholders and contributing
to wider society
114
B. Purpose, Values and strategy with
alignment to culture
109
C. Resources for the Company to meet its
objectives and measure performance.
Controls framework for management
and assessment of risks
89
D. Effective engagement with shareholders
and stakeholders
72-73
E. Consistent workforce policies and
practices to support long term
sustainable success
127-128
& 61-70
Chair’s introduction to governance 96-97
Strategic report 1-95
Section 172 statement 74-75
Activities of the Board 105
Board of Directors 98-99
Culture 61-67
Shareholder engagement 106
Stakeholder engagement 72-73
Workforce engagement 106-108
DIVISION OF RESPONSIBILITIES SEE PAGE
F. Chair leadership of the Board 111
G. Board composition and responsibilities 111
H. Role of NEDs 111
I. Policies, processes, information, time,
resources and Company Secretary
112
Governance framework 103
Roles and responsibilities 111
Time commitments 112
Conflicts of interest 112 & 116
COMPOSITION, SUCCESSION
ANDEVALUATION SEE PAGE
J. Board appointments, succession plans
for Board and senior management, and
promotion of diversity
116
K. Skills, experience and knowledge of
Board, and length of service of the
Board as a whole
118
L. Annual evaluation of Board as a whole
and individual evaluation to
demonstrate each Director continues to
contribute effectively
114
Board evaluation process 113
Board skills and attributes 118
Diversity policy 117
Nomination Committee report 115-118
AUDIT, RISK AND INTERNAL CONTROLS SEE PAGE
M. Independence and effectiveness of
internal and external audit functions,
and integrity of financial and
narrativestatements
120-121
N. Fair, balanced and understandable
assessment of Company’s position
andprospects
123
O. Risk management and internal control
framework, and principal risks the
Company is willing to take to achieve
long term strategic objectives
122
Audit Committee report 119-123
Risk management 86-89
Viability and going concern statement 95
Internal controls and risk management 122
Fair, balanced and understandable 123
REMUNERATION SEE PAGE
P. Remuneration policies and practices to
support strategy and promote long term
sustainable success with executive
remuneration aligned to Company
purpose and Values
127-128
Q. Policy procedure on executive
remuneration, and Director and senior
management remuneration
129-135
R. Authorising remuneration outcomes 142
Directors’ Remuneration report 124-151
Directors’ Remuneration Policy 125
Directors’ Annual Report on
Remuneration
141
Annual Report and Accounts 2022
Elementis plc
102
Division of responsibilities
Governance framework
AUDIT COMMITTEE
Overseeing financial reporting
andthe Group’s financial systems
Providing oversight and
governance of internal controls and
riskmanagement
Monitoring the independence
andeffectiveness of the
externalauditors
Maintaining an appropriate
relationship with our internal
andexternal auditors
D I V E R S I T Y,
EQUALITY
&INCLUSION
COUNCIL
E T H I C S &
C O M P L I A N C E
COUNCIL
HSE COUNCIL
SUSTAINABILITY
COUNCIL
NOMINATION COMMITTEE
Responsibility for the structure,
sizeand composition of the
Board,ensuring the Board and
Committees have the correct
balance of skills, knowledge
andexperience
Ensuring and overseeing
succession planning and
responsibility for the annual
reviewof Board effectiveness
Identifying and nominating
suitablecandidates for
appointment to the Board
Promoting diversity
REMUNERATION COMMITTEE
Setting the Remuneration Policy
anddetermining the review
structure for the Chair, Executive
Directors and Executive
Leadership team, to align their
remuneration with the long term
interests of the Company
Approving bonus plan, long
termincentive plan targets and
share awards
For further information,
please see page 119
For further information,
please see page 115
For further information,
please see page 124
SHAREHOLDERS
BOARD OF DIRECTORS
The Board is collectively responsible for ensuring long term sustainability and the
delivery of long term value and success for our shareholders. It also provides
effective challenge and support to the Executive Leadership team in relation to
strategy, whilst ensuring the Group maintains effective risk management and
internal controls systems.
BOARD COMMITTEES
The Board is supported in its activities by Board Committees that have specific
delegated responsibilities, as set out in separate terms of reference which are
available on the website: www.elementis.com
CHIEF EXECUTIVE OFFICER (CEO)
The CEO is responsible for the day-to-day running of the business
andoverseeingits performance, development and strategy.
EXECUTIVE LEADERSHIP TEAM
The Executive Leadership team is led by the CEO and meets quarterly to review
and consider a number of reports. It also meets monthly to review and discuss
each business segment. Relevant matters are reported to the Board by the
CEOor the Chief Financial Officer.
DATA PROTECTION
STEERING
COMMITTEE
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
103
Board leadership and Company purpose
HOW THE BOARD OPERATES
The Board held eight scheduled meetings during the year and
additional Board meetings were also held to discuss emerging
matters such as climate change and sustainability, Board
recruitment and succession matters, and to consider the strategic
review and subsequent sale of the Chromium business.
For each Board and Committee meeting, meeting papers are
provided in advance through a secure portal. Board papers include
standing items, such as financial performance and investor relations
updates, and special business such as strategic, operational or
governance matters, which are prepared by Executive Directors,
senior management, the Group General Counsel & Company
Secretary and/or external advisers. The Board regularly invites
ELTmembers to attend Board meetings and receives presentations
and updates from their relevant business and functional areas.
Other key information, such as analyst/investor reports, Company
policies and governance guidelines, is available through the
secureportal.
MATTERS RESERVED FOR THE BOARD
To ensure there is a clear division of responsibilities between
theBoard and the running of the Company business, the Board
has a formal schedule of matters reserved for its decision. This
isreviewed on a periodic basis and is available on our website:
www.elementis.com.
BOARD ALLOCATION OF AGENDA TIME
Agendas for each Board meeting are prepared by the Group
General Counsel & Company Secretary as a rolling programme
over a 12 month period, but are reviewed regularly and updated
where appropriate. The agenda for each Board meeting is agreed
with the Chair, CEO and CFO.
SCHEDULED MEETINGS DURING THE YEAR
Group financial report
Risk management and internal controls
Corporate governance
Group strategy
Acquisitions and disposals
Talent and succession
Culture and Values
Sustainability
Health and safety
Engagement with key stakeholders
Financial and trading statements
CHANGES TO THE BOARD DURING THE YEAR
Anne Hyland stepped down from the Board on 26 April2022
Trudy Schoolenberg was appointed asSeniorIndependent
Director on 15 March 2022*
Clement Woon was appointed as independent
Non-Executive Director on 1 December 2022*
* Further information regarding Trudy and Clement’s appointments can
be found within the Nomination Committee report on page 116-117.
BOARD MEETING ATTENDANCE
The attendance of the Directors at the Board meetings in the
year ended 31 December 2022 is as follows:
John O’Higgins
Paul Waterman
Ralph Hewins
Dorothee Deuring
Steve Good
Anne Hyland**
Christine Soden
Trudy Schoolenberg
Clement Woon°
There were eight meetings of the Board in 2022. Anne, Trudy and Clement
each attended all the meetings they were eligible to attend.
** Anne Hyland stepped down from the Board on 26 April2022.
Trudy Schoolenberg joined the Board on 15 March2022.
° Clement Woon joined the Board on 1 December 2022.
MATTERS RESERVED FOR THE BOARD
Performance 30%
Strategy
47%
Governance
23%
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Elementis plc
104
KEY ACTIVITIES OF THE BOARD
The Board’s key activities and their link to Section 172(1) factors are shown below.
The Company’s Section 172(1) statement can be found on pages 74-75.
SECTION 172 MATTERS
Investors
Government
and regulators
Environment and
communities
CustomersEmployees Suppliers Creditors
ACTIVITY
SALE OF CHROMIUM BUSINESS
LINK TO SECTION 172
The Board approved the initiation of a strategic review of the
Group’s Chromium business in April 2022
Throughout 2022, the Board regularly considered options in
relation of the Chromium business in the strategic review, both
in“divest” and “retain” scenarios
The Board’s decision-making process took into consideration
the possible applications for any sale proceeds, including
repayment of net debt, as well as the Group’s ability to resume
dividends to shareholders in future
The Board also considered the impact on the Company’s
environmental sustainability profile of a potential sale
The Board evaluated the profiles of prospective buyers for the
Chromium business and concluded that a divestment to the
Yildirim Group, a leading Turkish industrial conglomerate and
major producer of chrome ore and high carbon ferrochrome,
would be likely to result in positive outcomes for employees,
customers and suppliers of the Chromium business
ACTIVITY
STRATEGIC UPDATES
LINK TO SECTION 172
2022-2027 financial shape
Annual Operating Plan
Chromium
Coatings and Energy
Continuous Improvement
ESG & Sustainability
HSE
Innovation
IT & Cyber
Litigation & Compliance
People related topics including strategy, Diversity, Equity
&Inclusion, people engagement, employee value proposition
and succession
Personal Care
Strategy
Talc
ACTIVITY
BOARD SUCCESSION
LINK TO SECTION 172
At the AGM on 26 April 2022, Anne Hyland stepped down from
theBoard
The Committee appointed Korn Ferry to undertake a search for
suitable candidates
On 15 March 2022, Trudy Schoolenberg was appointed as Senior
Independent Director, following a thorough recruitment process
The Committee retained Korn Ferry to consult on a further
search foranother suitable candidate
On 1 December 2022, Clement Woon was appointed as
Independent Non-Executive Director, following a thorough
recruitment process
ACTIVITY
SITE VISITS TO FINLAND AND THE US
LINK TO SECTION 172
With its people as its core asset, the Board recognised the
importance of resuming face to face engagement with the
workforce at all levels as soon as practicable when pandemic-
related travel restrictions started to lift
Site visits to locations in the US and Finland during 2022
enabled the Board to gain insights from discussions with
thelocal management teams and colleagues about the
opportunities and challenges they face, in management
presentations as well as less formal networking events
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
105
Stakeholder engagement
In line with the requirements of the Code, the Board considered
themechanisms for ensuring that the views and concerns of the
workforce are taken into account and agreed that a specific Board
accountability for workforce engagement would be formalised by
appointing a Board member to serve as the Designated Non-
Executive Director for workforce engagement (DNED). Christine
Soden currently serves as the DNED having assumed the role on
appointment as a Board member on 1 November 2020.
During the year Christine held focus groups with employees in the
US, China and Finland each of which included discussion around
compensation. Further information found on pages 107-108.
Two further focus groups were held with all people managers
globally (c.250) in January 2023 by Christine Soden, Steve Good
and Chris Shepherd (CHRO) to explain governance at Elementis,
the role of the Remuneration Committee and to show how the
policy is applied throughout the organisation. The sessions
including polling questions to assess understanding and questions
and answers. The output of these sessions included the Board
gaining confirmation that managers understand the basis on which
our pay programmes are set, including the link to strategy and how
Directors’ remuneration is determined.
The Board closely monitors and reviews the results of the
Company’s annual Employee engagement. In 2022, we launched
our Employee Value Proposition (EVP) to help identify what
employees value about Elementis, what makes this a satisfying
and engaging place to work. For further information, please see
page 64.
We also work with our customers, suppliers, local communities
and other business partners across the value chain every day.
The infographic below sets out the different stakeholders with
whom we engage, which in turn is reported to the Board.
STAKEHOLDER
HOW THE BOARD
IS KEPT INFORMED
FURTHER INFORMATION
CUSTOMERS
Regular meetings and visits by the
CEO and Business Unit leaders
Page 22-23 and 72
SUPPLIERS
Engagement with our suppliers Pages 16-17 and 72
EMPLOYEES
Focus groups conducted by the DNED
Regular townhall meetings
Page 61-67 and 72
COMMUNITIES AND
THE ENVIRONMENT
Community meetings
Receiving regular updates regarding
Sustainability
Page 36-60 and 72
INVESTORS
Engagement with major shareholders
regarding governance and strategy
Committee Chairs engage, as
appropriate, on their areas of
responsibility
Formal and informal discussions are
held with shareholders in the context
of the Companys AGM
Page 110 and 72
GOVERNMENT TRADE BODIES
AND REGULATORS
Active engagement Page 38 and 72
EXAMPLES OF WORKFORCE ENGAGEMENT THEMES
WORKFORCE THEMES
Values and culture Communications Processes Remuneration
and benefits
Local/global
ways of working
COVID-19
response
Annual Report and Accounts 2022
Elementis plc
106
Board leadership and Company purpose continued
Board engagement with the workforce
With the lifting of COVID-19 travel restrictions, the Board
was pleased to resume its programme of visits to the
Company’s operations.
In the evening, the Board enjoyed
adinner with the management team.
It was an opportunity for employees
to engage directly with the Board.
DAY 2 – VISIT TO VUONOS
At the Vuonos site, the
management team provided a
tour of the processing facilities.
DAY 1 – VISIT TO SOTKAMO
At the Sotkamo site, the Talc management
teamprovided the Boardwith a presentation
regarding both the Sotkamo and Vuonos sites.
Thiswas followed by a visit to the mineand
processing facilities.
A focus group was also held with a small group
of employees. Further information can be found
on pages 97 and 126.
The Non-Executive Directors areencouraged to visit Group
manufacturing sites to gain a greater understanding, knowledge
and familiarity of the Group’s activities and an opportunity to meet
and engage with people across the business. This enables the
Directors to maximise their contribution to Board discussions
andtheir understanding of stakeholders.
Whilst visiting the various sites during 2022, Christine Soden,
asDesignated Workforce Engagement Director, held anumber
offocus groups which gave her an opportunity to meet with a
selection of employees and to discuss any issues or concerns
thatthey had.
JUNE – FINLAND
Since the previous visit to Finland in 2019, most
of the NEDs are new to the Board. The Board
was keen to deepen its understanding of the flow
of operations from mine to customer and to meet
the Talc employees.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
107
OCTOBER – THE US
DAY 1 – VISIT TO NEW JERSEY
The Board meeting was held at
theNew Jersey offices. After the
meeting, there was a dinner held
withmanagement. Each Board
Director hosted their own table,
whichwas an opportunity to meet
with employees from various roles.
A focus group was also held
withasmall group of employees.
Further information can be found
onpages 97 and 126.
DAY 3 – VISIT TO
NEWBERRY SPRINGS
Three of the new NEDs also
visited the Newberry Springs
site. The management team
provided the Board with
apresentation, and a visit
tothemine and processing
facility.TheBoard also had
anopportunity to engage
withemployees during
abreakfast meeting.
Board leadership and Company purpose continued
DAY 2 – VISIT TO ST LOUIS
The Board visited the St Louis
facilitywhere Board members
received an overview of the
plant’sactivities from management,
with opportunity for Q&A, before
undertaking a full site tour. After
themeeting, Board members
attended an ice hockey game of
thelocal team with management,
which provided a more informal
opportunity for discussions.
Annual Report and Accounts 2022
Elementis plc
108
HOW THE BOARD MONITORS CULTURE
Cultural indicators
Cultural identifier
Promoting
integrity and
accountability Valuing diversity
Being responsive
to the view of
stakeholders
Culture aligned
to purpose
andValues
Culture aligned
to strategy
Employee
Engagement
surveyinsight
Employee retention,
promotion and
attrition data
Reports on progress
on diversity, equity
and inclusion
Whistleblowing
reports
Health, safety and
environmental
performance
Internal Audit reports
and findings
Ethics and
compliance
programme
OUR PURPOSE, CULTURE AND VALUES
Our purpose is to achieve sustainable progress across the world
through innovative specialty chemical products that deliver cleaner
and better performance.
We are collaborative industrial innovators; developing long term
partnerships with our customers, innovating at pace to keep them
at the forefront of their markets. Combining our access to unique
natural resources with our unmatched rheology and technological
expertise, we responsibly transform raw materials into advantaged
ingredients that provide crucial end product benefits. This enables
our customers to solve their product performance and
sustainability challenges.
The Board is satisfied that the Companys culture continues to be
aligned with its purpose, values and strategy:
Company values were established during 2018 following a
refresh and engagement with employee focus groups
Strategy is discussed regularly and includes the three year plan
and annual operating plan, and is formally agreed as part of the
Board’s annual programme
The Company’s values of Safety, Solutions, Ambition, Respect
and Team underpin the behaviours expected to cultivate an
open and inclusive culture
Further information regarding culture can be found on pages 61-67.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
109
Shareholder engagement
SHAREHOLDER COMMUNICATIONS
The Chair is responsible for effective communication
withshareholders. The CEO and CFO are the Company’s
principalcontacts for investors, analysts, press and other
interested stakeholders.
There is a dedicated investor relations programme for current and
potential investors, which is managed by the Director of Investor
Relations who reports to the CFO. Further information regarding
shareholder services can be found on page 225.
SHAREHOLDER ENGAGEMENT
INVESTOR MEETINGS
The Board receives an investor relations report at each of its
meetings outlining recent dialogue with investors and feedback
received, and updates from our corporate brokers JP Morgan and
Numis. Analysts’ reports are also made available to the Board. The
Chair attends the financial results presentations where he has the
opportunity to meet with those analysts who attend. All Board
members are invited to attend results presentations.
The Chair and Senior Independent Director (SID) are available
toshareholders to discuss governance and strategy concerns
asappropriate. The SID regularly meets with the Company’s
majorinvestors. At these meetings, investors are also given the
opportunity to meet with other members of the Board, for example,
the Chairs of the Audit, Nomination or Remuneration Committees.
In2022, a total of 58 meetings were held with investors.
PRIVATE INVESTORS
The Board is keen to hear the views of our private shareholders
andthey are encouraged to use our shareholder mailbox,
company.secretariat@elementis.com. The Company’s website
iskept updated with Company reports and related information.
Enquiries may also be addressed to the Group General Counsel
&Company Secretary and sent to the registered office.
ANNUAL GENERAL MEETING
The Company held a hybrid AGM on 26 April 2022 where
shareholders were invited to attend in person. Those unable
toattend in person were given the opportunity to ask questions
ofthe Board via email in advance of the meeting and to view
theAGM proceedings via a webcasting facility. There was also
atelephone line available for shareholders to ensure that they
could be heard.The proceedings of the AGM is available on
demand. All resolutions were approved by shareholders on a poll.
Shareholders were able to submit questions ahead of the AGM;
however, no questions were submitted prior to or at the AGM.
The 2023 AGM will be held on 26 April 2023 at 10.00am and further
information can be found in the Notice of Meeting.
SHAREHOLDERS BY
NUMBER OF SHARES
KEY SHAREHOLDER ACTIVITIES
DURING THE YEAR
Q1
Trading Statement
FY21 results presentation
Results roadshow
Q2
AGM trading statement
Chair Governance roadshow
UBS Small and Mid-cap conference
Q3
H1 22 results presentation
Results roadshow
Q4
9 month trading update
Chromium sale announcement
Berenberg European conference
SHAREHOLDERS
BY TYPE
Balance ranges
1-499 0.13%
500-999 0.13%
1,000-4,999 0.71%
5,000-9,999 0.43%
10,000-49,999 0.86%
50,000-99,999 0.68%
100,000-499,999 4.89%
500,000-999,999 4.53%
1,000,000-
999,999,999 87.65%
Party type
Private individuals 2.27%
Nominee companies 75.74%
Limited and public
limitedcompanies 16.50%
Other corporate
bodies 5.49%
Annual Report and Accounts 2022
Elementis plc
110
Board responsibilities
ROLE NAME(S) RESPONSIBILITY
CHAIR
JOHN O’HIGGINS
Leads the Board and is responsible for its overall effectiveness
Sets the agendas in consultation with the CEO, CFO and Group
GeneralCounsel & Company Secretary
Promotes open, honest and constructive debate, challenges during
meetingsand guides the CEO and CFO in delivery of the strategy
Ensures the Board conforms with the highest standards of
corporategovernance
Chairs the Nomination Committee and ensures the Board has an
appropriatebalance of skills, diversity and experience
Ensures effective succession planning is in place and leads the annual
Boardeffectiveness review
Engages with shareholders and other stakeholders, and ensures that their
views are understood and considered appropriately in Board decision making.
CEO
PAUL WATERMAN
Day-to-day management of the business
Execution of strategy and operational performance
Provides regular updates to the Board on all significant matters
relatingtotheGroup
Ensures the Company has a strong team of high calibre executives
Puts in place management succession and development plans
CFO
RALPH HEWINS
Supports the CEO in the delivery of the Company’s strategy and
financialperformance
Leads the Group Finance function and is responsible for financial
reporting,investor relations, IT, risk, insurance and tax matters
Plays a key role in external stakeholder relationships, including
investmentcommunity, lenders and pension trustees
S E N I O R
INDEPENDENT
DIRECTOR
T R U DY
SCHOOLENBERG
Acts as a sounding board to the Chair, providing support and advice
wherenecessary
Is the point of contact for shareholders and other stakeholders to discuss
matters of concern
Leads the Board’s appraisal of the Chair’s performance with the Non-
Executive Directors
INDEPENDENT
N O N - E X E C U T I V E
DIRECTORS
DOROTHEE DEURING
STEVE GOOD
JOHN O’HIGGINS
T R U DY
SCHOOLENBERG
CHRISTINE SODEN
CLEMENT WOON
Provide independent oversight objectivity to the Board’s deliberations
Use their broad range of experience and expertise to challenge management
and aid decision making
Serve on various Committees and play a leading role in the effectiveness
ofthose Committees
DESIGNATED
N O N - E X E C U T I V E
DIRECTOR FOR
WORKFORCE
ENGAGEMENT
CHRISTINE SODEN
Represents the Board when engaging and communicating with employees
and provides communication on any outcomes
G R O U P
GENERAL
COUNSEL
&COMPANY
SECRETARY
ANNA LAWRENCE
Supports the Chair in ensuring the Board operates efficiently and effectively
Provides the Board with advice on governance developments
Facilitates the Directors’ induction programmes and assists with ongoing
training and development
Assists the Chair with the Board effectiveness review process
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
111
ROLES AND RESPONSIBILITIES
The Board members have clearly defined roles and responsibilities,
as set out in the table on page 111. They also have a range of
skills,knowledge and experience that is relevant to the successful
operation of the Board (see the biographies on pages 98-99 and
Board Composition and Skills table on page 118).
INDEPENDENCE OF THE NON-EXECUTIVE
DIRECTORS
Each of the Non-Executive Directors is considered independent in
character and judgement. The Chair was considered independent
on appointment and the Board confirms that he remains effective.
The independence of Non-Executive Directors is reviewed annually
by the Nomination Committee, with the continuing independence
of Steve Good being subject to a particularly rigorous review, in
view of his longer service, as described further on page 116.
The biographies of the Directors can be found on pages 98-99
anddetails of the membership of each Board Committee can be
found on pages 115, 119 and 124 respectively.
TIME COMMITMENT
Following the Board evaluation process, as detailed on pages
113-114, the Board has considered the individual Directors’
attendance, contribution and external appointments, and is
satisfied that each of the Directors is able to allocate sufficient
timeto the Group to discharge their responsibilities effectively.
Information on Directors’ external appointments can be found
onpages 98-99.
The Directors’ commitments register is maintained by the Group
General Counsel & Company Secretary and is regularly reviewed
by the Nomination Committee. All Directors are expected to
commit sufficient time to the Board, and the Company, as is
necessary to carry out their duties as a Director.
ADDITIONAL APPOINTMENTS
If a Non-Executive Director wishes to take on an additional external
appointment, they are required to seek permission from the Board.
The Board will take into consideration the time commitment
required by the Non-Executive Director in their role as a Board
Director, Committee Chair or Committee member before any
permission is given.
Executive Directors are not permitted to take on more than one
non-executive directorship of a FTSE 100 company or other
significant appointment. No such external appointments are
currently held by any of the Executive Directors.
In September 2022, Trudy Schoolenberg notified the Board of her
wish to take on an additional appointment as senior independent
director of TI Fluid Systems plc. The Board considered Trudys
external commitments and additional time required for the new
proposed role and concluded that Trudy would still have sufficient
time to perform her role with the Company. The Board also
considered whether the appointment would be a conflict of
interestand concluded that it would not.
CONFLICTS OF INTEREST
Elementis plc has a Conflicts of Interest Policy in place for all
Group companies. Our Board and its Committees consider
potential conflicts at the outset of every meeting and the Board
formally reviews the authorisation of any potential conflicts of
interest throughout the year, with any conflicts being recorded in
the Conflicts of Interest Register.
The Conflicts of Interest Register sets out any actual or potential
conflict of interest situations which a Director has disclosed to
theBoard in line with their statutory duties and the practical steps
that are to be taken to avoid conflict situations. When reviewing
conflict authorisations, the Board considers any other appointments
held by the Director as well as the findings of the Board
Effectiveness evaluation.
Directors are required to seek Board approval for any actual or
potential conflicts of interest.
Ralph Hewins is in receipt of a conflict authorisation from the
Company in respect of him acting as a trustee of the Elementis
Group Pension Scheme. Further details can be found in the
Directors’ report on page 152.
DIRECTORS’ INSURANCE AND INDEMNITIES
The Company maintains Directors’ and Officers’ liability insurance,
in the event of legal action brought against its Directors.
The Company has also granted indemnities to each of the
Directors. These indemnities are uncapped in amount, in relation
to certain losses and liabilities which they may incur to third parties
in the course of acting as a Director of the Company. Neither the
indemnity or insurance provides coverage in the event that a
Director is proved to have acted fraudulently or dishonestly.
BOARD TRAINING AND INDEPENDENT ADVICE
All Directors have access to the advice and services of the
GroupGeneral Counsel & Company Secretary and may take
independent professional advice, as appropriate, at the expense
ofthe Company.
Directors are given the opportunity throughout the year to
undertake training and attend seminars, as necessary, to keep
their skills and knowledge up to date. In addition, technical
briefings are regularly included in Board and Committee papers.
The Group General Counsel & Company Secretary supports
theChair in ensuring that the Board and its Committees operate
within the governance framework and that communication
andinformation flows within the Board and its Committees
andbetween management and Non-Executive Directors
remaineffective.
INFORMATION FLOWS
The Chair and the Group General Counsel & Company Secretary
ensure that the Directors receive clear and timely information on all
relevant matters. Board papers are circulated in a timely manner in
advance of the meetings to ensure that there is adequate time for
them to be read and to facilitate robust and informed discussion.
Afully encrypted electronic Board portal is used to distribute
Board and Committee papers and to provide efficient distribution
of business updates and other resources to the Board.
Board responsibilities continued
Annual Report and Accounts 2022
Elementis plc
112
Composition, succession and evaluation
Board evaluation
BOARD EVALUATION
In line with the UK Corporate Governance Code, an externally
facilitated review of the Board effectiveness is carried out every three
years. The last externally facilitated review was carried out in 2021.
In 2022, it was agreed that an internally facilitated review would be
appropriate. The next externally facilitated review is scheduled to
take place in 2024.
PROCESS
A discussion is held by the Nomination Committee to consider
theapproach and process for evaluation. Following agreement,
theGroup General Counsel & Company Secretary and the Chair
ofthe Nomination Committee agree the timetable, process and
resources required for the evaluation activity.
During 2022, the process was divided into four stages:
The Group General Counsel & Company Secretary
and Chair agree the format of the evaluation.
The internal review is usually carried out by means
of an online questionnaire. Directors are invited to
give their responses on the individual and collective
performances of the Board and its Committees.
Stage 1
If there are any issues raised, the Group General
Counsel & Company Secretary will reach out to the
individual and discuss their concerns or issues.
Individual responses are collated into a report
prepared by the Company Secretary.
Stage 2
The Group General Counsel & Company Secretary
discusses the underlying themes of the evaluation
with the Chair and prepares a formal paper for
discussion.
The Chair meets with each Director individually to
air any concerns they may have around Board
dynamics and operation of Board and Committee
effectiveness.
Stage 3
The report is presented and discussed with the
Board.
The Board agrees on the development areas for
the forthcoming year.
Stage 4
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
113
FOCUS FOR 2023
Continued focus on long-term strategy, following the
Chromium divestiture, and how shareholder value over
the longer term will be created
Further focus on succession planning and talent
development for ELT and the level below ELT
Holding pre-meeting calls with presenters regarding
strategic topics to enable Directors to ensure their areas
of interest and challenge are adequately covered
Composition, succession and evaluation continued
2022 INTERNAL EVALUATION
The process for the 2022 review comprised a questionnaire which
covered areas such as:
How the Board has managed challenges during the year
Board changes and general observations such as navigating
theBoard’s operations and decision making processes
Board relationships
Observations on the operation/effectiveness of the Board and
itsCommittees
Individual performance and other themes and priorities for 2022
EVALUATION FINDINGS AND RECOMMENDATIONS
The evaluation concluded that the Board, its Committee Chairs
and Committees continued to operate effectively, with the support
and guidance of the Group General Counsel & Company Secretary
and other external advisors as appropriate, and that all Directors
were considered to have demonstrated considerable commitment
and time to their roles.
RECOMMENDATION PROGRESS
BOARD SUCCESSION
Continue to ensure the Board
is composed of the most
appropriate balance of skills,
knowledge, experience and
diversity to ensure the orderly
succession of Anne Hyland
and Steve Good over the next
one to two years
Board succession matters were a key focus area for 2022 following retirements from the Board.
The Board changes announced during 2022 reflect a continued focus on ongoing succession
planning. Our approach to this is set out in further detail on pages 97 and 116.
STRATEGY
Continue to develop
discussion of strategy
(incorporating ESG topics)
with focus on portfolio and
long term ambition
During 2022, a key focus for the Board was strategy at an overall portfolio level. In April 2022, the
strategic review of the Chromium division was announced, which led to the agreement to sell the
business announced in November 2022 and the completion of the sale in January 2023. The Board
also initiated discussion of a new 5 year strategic plan with management which will receive further
focus during 2023.
RISK MANAGEMENT
Agree on risk topics for
focused Board discussion
during the year
During 2022, the Board kept the Group’s principal and emerging risks, and corresponding controls,
under regular review. In respect of the strategic updates provided to the Board throughout the year,
a system was introduced for indicating which of the Group’s principal risks was covered in each set
of materials. A new Head of Risk Management and Controls role was created to drive increased
focus and structure in this area from Q1 2023.
SUSTAINABILITY
Maintain focus on
Sustainability as a
strategicBoard topic
The 2021 evaluation process recognised the importance of sustainability and of developing
strategic discussions at Board level, supported by better data and more resource; in particular,
theincorporation of Sustainability into the long term strategy as a potential competitive advantage
and strategic opportunity. During 2022, the Sustainability Director provided regular updates to the
Board, including the outputs of a materiality assessment exercise undertaken with the ELT in early
2022, which identified the areas in which the Company could have the greatest impact and of most
importance to our stakeholders.
The performance evaluation of the Board Chair was led by the SID
and involved the whole Board. Board members were of the view
that the Chair transition had gone smoothly, and that the Chair was
very effective in his role, creating a focused, stable and inclusive
environment in the boardroom.
Annual Report and Accounts 2022
Elementis plc
114
Nomination Committee report
There have been a number of changes in composition to the Board
and its Committees during the year. The Committee oversaw the
appointment process and further information can be found on
page 116-117.
In March 2022, we welcomed Trudy Schoolenberg to the Board as
Senior Independent Director.
In April 2022, Anne Hyland stepped down from the Board following
the AGM after serving nine years on the Board. I would like to
thank Anne for her substantial contribution to Elementis during
hertenure.
In December 2022, Clement Woon was appointed as a Non-
Executive Director to the Board.
Together, these two appointments will enrich the experience of the
Board. Trudy brings in-depth knowledge of the chemicals sector,
global markets, technical innovation and the ESG agenda. She has
a strong international perspective and is an experienced Board
member with substantial UK plc experience. Clement has an
outstanding track record of senior executive management and
board director experience in a range of industrial and consumer
markets, especially in the Asia and China regions, both of which
are key to Elementis’ growth strategy.
John O’Higgins
Chair of the Nomination Committee
Dear Shareholders,
As Chair of the Nomination Committee
(the ‘Committee’), I am pleased to present
the Nomination Committee report
covering the work of the Committee
during 2022. This report should be read
in conjunction with the separate section
on compliance under the UK Corporate
Governance Code on page 102.
John O’Higgins
Chair
HIGHLIGHTS
AREAS OF FOCUS
Appointment of a new Senior Independent
DirectorandaNon-Executive Director
Ongoing Board succession planning
Oversight of Group’s diversity policy
Board effectiveness review
Review of terms of reference
ATTENDANCE AT NOMINATION COMMITTEE MEETINGS*
John O’Higgins (Chair)
Dorothee Deuring
Steve Good
Anne Hyland**
Trudy Schoolenberg
Christine Soden
Clement Woon
°
* There were four meetings of the Nomination Committee in 2022. Anne,
and Clement each attended all the meetings they were eligible to attend.
** Anne Hyland stepped down from the Board on 26 April 2022.
Trudy Schoolenberg joined the Board on 15 March 2022. Trudy
wasunable to attend the December 2022 meeting as a result of
transportdifficulties.
°
Clement Woon joined the Board on 1 December 2022.
The Committee’s terms of reference are available on the
Company’s website at www.elementis.com.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
115
ROLE OF THE COMMITTEE
The Committee is responsible for the structure, size and
composition the Board, ensuring that the Board and Committees
have the most appropriate balance of skills, knowledge and
experience. This Committee ensures and oversees succession
planning and has responsibility for the annual review of the Board.
KEY RESPONSIBILITIES
Regularly reviewing the structure, size, diversity and
composition of the Board
Ensuring that the Company has the right leadership, balance
ofskills and experience to deliver the Companys strategy and
enable the Board to effectively fulfil its obligations
Succession planning for the Board and Executive Leadership team
Leading on the annual performance evaluation of the Board and
its Committees
Identifying and nominating, for approval of the Board,
candidates to fill Board vacancies as and when they arise
Identifying and managing any potential conflicts of interests
Directors may have
The Committee’s terms of reference, which are reviewed and
approved annually, are available on the Company’s website at
www.elementis.com.
PROGRAMME OF BUSINESS
Annual Review of Directors’ independence and conflicts in
accordance with the Committee’s terms of reference
Engagement with external search consultants to conduct a
search for a new Chair
Reviewing structure, size, diversity and composition of the Board
Succession planning for the Board and oversight of senior
management succession plans
Ensuring that at least annually the Non-Executive Directors meet
without the Executive Directors present
Approval of Nomination Committee report for inclusion in the
Annual Report
BOARD EFFECTIVENESS PROCESSES
Annually, the Chair is responsible for conducting an appraisal with
each Non-Executive Director in respect of their skills, experience,
contribution and time commitment to the Company.
The Committee oversees the effectiveness process, which during
2022 comprised an internal evaluation. The last externally
facilitated review was carried out in 2021 and it is anticipated that
the next external review will be conducted in 2024.
Following the review, the Board is satisfied that all Directors possess
relevant experience and appropriate levels of independence and
financial and commercial experience across various industries.
Further information regarding the process can be found on
page113-114.
DIRECTORS’ CONFLICTS
The Committee has oversight of Directors’ potential conflicts of
interest and, during the year, in accordance with policy, considered
and approved additional external directorships for Anne Hyland
and Trudy Schoolenberg.
BOARD COMPOSITION AND SKILLS
A matrix is maintained which serves as a record of Directors’
experience, attributes and expertise. The Committee reviews
thismatrix annually to ensure that the Board has an appropriate
composition and range of skills, experience and diversity to
prevent any dominance, either individually or collectively, over
theBoard’s decision making processes. Highlights from this matrix
are noted on page 118.
RE-APPOINTMENTS TO THE BOARD AND
SUCCESSION PLANNING
The re-appointments of John O’Higgins (for a second term from
February 2023) and Dorothee Deuring (for a third term from March
2023) were approved and recommended to the Board during the year.
The recommendations were supported by considerations
regarding the Directors’ independence, experience and
contribution which they bring to the Board and its Committees.
These matters were subsequently confirmed following the Board
evaluation process and a review of conflicts and independence. In
line with best practice, their continuing Board roles remain subject
to annual re-election by shareholders. The Committee is
responsible for promoting effective succession planning for the
Board and the ELT. During the year, the Committee regularly
reviewed succession plans to ensure that plans are in place for
orderly succession to the Board and that appointments are made
against objective criteria and from a range of diverse backgrounds.
The succession plans for ELT roles, including details of the internal
talent pipeline, were presented to the Committee for consideration.
RE-APPOINTMENT OF DIRECTORS
All Directors are subject to re-election at the next AGM, as required by
the UK Corporate Governance Code. Following the appraisal process,
the Committee concluded that each of the Directors continued to make
an effective contribution to the Board and provided sufficient time to
theCompany and that they should be recommended for (re-)election.
Steve Good will have served on the Board for nine years by October
2023. Steve will seek re-election at the AGM in 2023, with the intention
of serving until later in the year, until his successor’s appointment has
been announced. The Nomination Committee has concluded that
Steve continues to exhibit independence of character and judgement,
and that the board benefits greatly from his extensive knowledge of the
business and the constructive challenge he brings to Board discussions.
SID AND NED RECRUITMENT PROCESS
The Chair of the Board, assisted by the Nomination Committee
members, led the process in search both of a new Senior Independent
Director and of a Non-Executive Director during the year.
Following a Committee discussion, and with input from the
Executive Directors, role specifications were prepared, along with
a recruitment brief, and shared with Korn Ferry. Korn Ferry
provides independent advice to the Remuneration Committee
(having been appointed by the Remuneration Committee following
a competitive tender process in 2017) but has no other connection
with the Company or with any individual Director. The services
provided by Korn Ferry to the Remuneration Committee were
carried out by a separate team to the human capital related
services. Further information regarding the role of Korn Ferry in
advising the Remuneration Committee can be found on page 151.
The Committee agreed that the attributes for the SID candidates
should demonstrate the following:
Current, proven and well regarded Independent Director from
the broad industrial/manufacturing sector
Significant international business experience in his/her former
executive career as either a CEO or main board executive of a
complex multinational B2B company
An able strategic thinker who can play a role in Board
discussions on Elementis’ strategy
Due regard to the benefits of a candidate with diversity,
including gender, social and ethnic backgrounds
Nomination Committee report continued
Annual Report and Accounts 2022
Elementis plc
116
For both searches, Korn Ferry prepared a longlist comprising
candidates from the widest talent pool, against objective criteria
and with regard for the benefits of diversity, including gender and
ethnicity. The Committee duly discussed the merits of each of the
candidates and agreed a shortlist to be interviewed by Board
members. Committee meetings were held to discuss feedback.
Korn Ferry updated the Committee based on their confidential
discussions with the candidates regarding their interest in the role.
BOARD INDUCTION PROGRAMME
INDUCTION – GENERAL TOPICS
The role of a Director
Board and Committees
Board meetings
Rules and regulations and guidance
Board procedures
Current issues
Nature of the Company, its business and its markets
The Company’s main relationships
INDUCTION – BOARD COMMITTEES
(ASAPPROPRIATE)
Role and remit of the Committee
Link between the Committee’s policy and the
Company’s strategic objectives
The annual meeting schedule for the Committee
The main business conducted by the Committee
The legal requirements relevant to the
Committee’soperations
Market practice and current trends relevant
totheCommittee
Current issues
Views of investors on matters considered by
theCommittee and potential areas of focus
Any technical training on key matters
INDUCTION – SITE VISITS
SciPark – New Jersey, US (US head office)
Amsterdam, Netherlands (Talc)
Others as agreed during the course of the year
INDUCTION – EXTERNAL ADVISERS
Meetings with:
External auditors
Internal audit function
Remuneration consultants
Brokers
Lawyers
INDUCTION – SENIOR MANAGEMENT MEETINGS
Meetings with:
CEO
CFO
SVP Global Coatings & Energy
SVP Global Personal Care
SVP Global Chromium
Chief HR Officer
Chief Information Officer
SVP Global Supply Chain & Manufacturing
Group General Counsel & Company Secretary
Group Financial Controller & Head of Tax
Director of Investor Relations
The next stage included candidates meeting the Chair. After each
of the meetings, the Chair provided the Committee with feedback
and evaluation on each of the candidate’s experience and skills.
The next step was to identify which candidates would be taken
through to the next stage, and a final shortlist of candidates
were invited to interview with the other Non-Executive Directors
and Executive Directors.
Following the interviews and taking into account the references
of the preferred candidate, external responsibilities and
potential conflicts, the Committee agreed to recommend to
theBoard that Trudy Schoolenberg be appointed as Senior
Independent Director with effect from 15 March 2022 and
Clement Woon be appointed as Non-Executive Director with
effect from 1 December 2022. Please see pages 98-99 for Trudy
and Clement’s biographies.
BOARD INDUCTION
The Chair, with the support of the Group General Counsel &
Company Secretary, is responsible for preparing and coordinating
an appropriate induction programme, which is to be tailored to the
needs of each newly appointed Non-Executive Director.
Newly appointed Directors will be provided with a thorough
briefing on their fiduciary duties and continuing obligations from
the Group General Counsel & Company Secretary, and legal
advisers if required.
DIVERSITY POLICY
The Board has adopted a diversity policy, which is available on the
Company’s website. The Board acknowledges the importance of
diversity in its broadest sense in the boardroom as a key element
ofBoard effectiveness. Diversity includes perspective, experience
(including working internationally), background (including nationality),
cognitive and personal strengths and other personal attributes, as
well as diversity of gender, social background and ethnicity.
PROGRESS ON OUR DIVERSITY OBJECTIVES
Our external advisers are selected on their commitment and
ability to deliver diverse longlists in the recruitment processes
The composition of the Board is reviewed on an annual basis
The gender balance of the Board is currently 37.5% (three
women and five men). The Board is aware of the target
specified in recent updates to the Listing Rules (against which
we will be required to report for FY2023) and in the FTSE
Women Leaders Review for female representation on Boards
of at least 40% and will ensure that the benefits of diversity are
appropriately considered in the context of any future Board
recruitment. The Board currently meets the target referred to in
the new Listing Rule and in the FTSE Women Leaders Review
for there to be at least one woman in a senior Board role
The Board aimed to meet the Parker target by the end of
2023. Following changes to the Board during 2022, this target
has been met
Oversight of gender and ethnic diversity profile across the
Group including promotion of talent into management roles
Oversight of senior management succession plans
Assessment of skills, expertise, backgrounds and experience
prior to Directors joining the Board and on an ongoing basis
using a diversity matrix
Continuing to monitor regulatory developments and best
practice in respect of diversity
The Board Diversity policy is reviewed on an annual basis
PRIORITIES FOR THE YEAR AHEAD
Succession planning for a new Non-Executive Director and
Remuneration Committee Chair following the nine year term
of Steve Good in 2023
Review Board and senior management succession plans
Review Board Diversity Policy and objectives
Review of 2023 internal evaluation outcomes and planning for
2024 external evaluation
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
117
Nomination Committee report continued
DIVERSITY OVERVIEW*
Composition of the Board** Gender of the Board
Chair
Independent Non-
Executive Directors
Executive Directors
1
5
2
12%
63%
25%
Male
Female
5
3
62.5%
37.5%
Length of tenure Gender of ELT
6-9 years
3-6 years
Less than 3 years
1
16.5%
16.5%
67.0%
1
4
Male
Female
8
1
89.0%
11.0%
Nationality of the Board Gender balance of ELT and direct reports
1
12.5%
12.5%
12.5%
37.5%
12.5%
12.5%
1
1
1
1
3
American
Austrian
British
Irish
Singaporean
Dutch
Male
Female
41
66.0%
34.0%
21
Gender Company-wide
1,134 76.0
%
24.0
%
358
Male
Female
Board ethnicity Age
White British or
other white
Asian/Asian British
87.5%
12.5%
7
1
Less than 50
50-60
60+
0.0%
62.5%
37.5%
0
5
3
* As at 31 December 2022.
** Senior Independent Director is female.
BOARD EXPERTISE AND EXPERIENCE MATRIX
John
O’Higgins
Paul
Waterman
Ralph
Hewins
Dorothee
Deuring
Steve
Good
Christine
Soden
Trudy
Schoolenberg
Clement
Woon
Manufacturing/industrial processing
Specialty chemicals
Strategy/business development
International business and markets
Innovation/product development
Sales/marketing/customer
Accounting/tax/treasury/risk management
Annual Report and Accounts 2022
Elementis plc
118
Audit Committee report
Dear Shareholders,
As Chair of the Audit Committee
(the‘Committee’), I am pleased to
present the Audit Committee report
covering the work of the Committee
during 2022. This report should be read
in conjunction with the separate section
on compliance under the UK Corporate
Governance Code on page 102.
Christine Soden
Chair, Audit Committee
All members of the Committee are independent Non-Executive
Directors. Members’ biographies can be found on pages 98-99.
The Chair of the Board, CEO, CFO and Group Financial Controller
& Head of Tax, alongside representatives from the external
auditors, Deloitte, and internal auditors, PwC, have a standing
invitation to attend Committee meetings. All Board members
haveaccess to Committee papers.
As required by the Code, the Board is satisfied that Christine
Soden has the relevant financial experience to chair this
Committee and the Committee as a whole has the financial
andcommercial competence to meet its responsibility in an
independent and robust matter.
ROLE OF THE COMMITTEE
To assist the Board by establishing, reviewing and monitoring the
Group’s financial reporting, internal controls framework and risk
management, internal audit programmes and changes in
regulatory requirements.
COMPOSITION OF THE COMMITTEE
In accordance with the Code, the Board has confirmed that
allmembers of the Committee are independent Non-Executive
Directors and have been appointed to the Committee based on
their individual financial and commercial experience.
The Board is satisfied that Christine Soden, as Chair of the
Committee, has recent and relevant financial experience to chair
this Committee through her previous executive roles as CFO at
Acacia Pharma Group plc (2015-2020) and CFO of Electrical
Geodesics, Inc. Christine is a chartered accountant (FCA).
The Committee, as a whole, has financial and commercial
competence relevant to the sector in which the Group operates.
Further information on the skills, expertise and experience of
Committee members can be found on page 118.
HIGHLIGHTS
AREAS OF FOCUS
Recommended approval of the 2021 Annual Report
andAccounts and 2022 Half Year Interim Statements
tothe Board
Approval of audit plans (external and internal) for 2022
Review of going concern and viability statement
Assessment of impact of COVID-19, supply chain
issuesand Russian invasion of Ukraine on the key
balances and estimates
Presentation of adjusting items
Goodwill and indefinite life intangible assets
impairmentreview
Group tax exposures and uncertain tax positions
ATTENDANCE AT AUDIT COMMITTEE MEETINGS*
Christine Soden (Chair)
Dorothee Deuring
Anne Hyland**
Trudy Schoolenberg
Clement Woon
°
* There were four meetings of the Audit Committee in 2022. Anne, Trudy
and Clement each attended all the meetings they were eligible to attend.
** Anne Hyland stepped down from the Audit Committee, and as Chair of
the Committee, at the AGM on 26 April 2022.
Trudy Schoolenberg joined the Board on 15 March 2022.
°
Clement Woon joined the Board on 1 December 2022.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
119
COMMITTEE EFFECTIVENESS
The Committee’s performance and effectiveness was reviewed in
the year as part of the Board and Committee effectiveness review
conducted by the Group General Counsel & Company Secretary.
Further details can be found on page 113-114.
EXTERNAL AUDITORS
Deloitte have served as external auditors for seven years.
TheCommittee engaged with Deloitte to ensure this key
areaofoversight was appropriately maintained. The Committee
periodically meets privately with the lead audit partner and senior
members of the audit team to discuss their work and findings.
AUDIT OF THE 2022 ANNUAL REPORT
At the end of 2022, Deloitte presented their audit plan for the
yearahead, which the Committee considered and then approved.
Deloitte highlighted the key areas of risk, which were primarily
identified as areas of judgement and complexity and were
consistent with those areas identified by the Committee.
As part of the audit process, Deloitte prepared a detailed
reportoftheir audit findings, which was reviewed and discussed
by theCommittee. A similar process is undertaken for the half
yearresults.
AUDIT EFFECTIVENESS
To support the Committee in evaluating the effectiveness of the
external auditors, a questionnaire based evaluation is circulated
tointernal stakeholders who have had the most interaction with
theexternal auditors during the audit process. The data is collated
into a score card which is used to assess the strengths and
weaknesses of the external auditors.
Management and the external auditors then address any areas
ofweakness in their regular review meetings, and the lead audit
partner from Deloitte updates the Committee on how areas of
weakness are being addressed.
The Committee also monitors audit effectiveness by reviewing the
Audit Quality Inspection reports published by the FRC.
The Committee will formally assess Deloitte’s performance in
relation to the 2022 audit following its completion. It is intended
that a resolution to re-appoint Deloitte as the external auditors
willbe proposed at the 2023 AGM.
AUDIT INDEPENDENCE AND OBJECTIVITY
The Committee considers the external auditors’ objectivity and
independence at least twice a year. It takes into account the
information and assurances provided by the auditor confirming
that all its partners and staff involved with the audit are
independent of any links to Elementis. The Committee also
monitors changes in legislation related to auditor independence
and objectivity to assist the Company to remain compliant.
Deloitte have confirmed that all its partners and staff complied with
their ethics and independence policies and procedures which are
fully consistent with the FRC’s Ethical Standard, including that
none of its employees working on our audit hold any shares in
Elementis PLC.
KEY RESPONSIBILITIES
Monitoring the integrity of the Group’s financial statements,
financial reporting and related statements
Ensuring the appropriateness of accounting policies,
anychanges to these, and any significant estimates and
judgements made
Reviewing the effectiveness of internal control,
complianceandrisk management systems (including
whistleblowing arrangements)
Overseeing all aspects of the relationship with the internal and
external auditors; approving the policy on non-audit services;
making recommendations to the Board for their dismissal or
changes; and supervising any tender process
The Committee’s terms of reference, which are reviewed and
approved annually, are available on the Company’s website.
ACTIVITIES DURING THE YEAR
The Committee’s focus in 2022 has been on:
Meetings with both the internal and external auditors to review
their key findings
Reviewing the internal control systems and considering
theoutput of internal audit reviews and managements
actionplans
Reviewing the integrity, consistency and key accounting
judgements made by management in both the Company’s full
and half year results
Advising the Board on whether the Annual Report and
Accountspreparation process is fair, balanced and
understandable, and provides the information necessary
toshareholders to assess the Group’s position and
performance, business model and strategy
Reviewing the going concern and viability statements and the
supporting assumptions and assessments in the Company’s
half year report and Annual Report and Accounts
Ensuring compliance with applicable accounting standards,
monitoring developments in accounting regulations which affect
the Group and reviewing appropriateness of accounting policies
and practices currently in place
Reviewing effectiveness of the internal and external auditors,
their independence and objectivity and terms and scope of
engagement, and recommending their re-appointment
Overseeing matters relating to tax including the impact of tax
rates on the financial statements, the position on EU state aid
and approval of the Company’s tax strategy
Litigation and compliance reports for both the full and half year
Considering the material legal risks impacting the Company and
the associated provisioning for both the full and half year
Receiving updates on the Code of Business Conduct and Ethics
and the associated training and whistleblowing policies
Technical updates on the Annual Report and Accounts key
developments, 2022 year end report environment, corporate
governance matters and future developments
Reviewing the Group’s risk management activities undertaken
by each business area, and at Group level to identify and assess
the Group’s principal risks
Monitoring and assessing the Group’s insurance arrangements
Preparation, and reviewing progress, for TCFD
disclosurerequirements
Identifying, assessing and mitigating climate related risks
FRC correspondence and oversight of the Company’s
responseto the ‘FRC Corporate Reporting Review Operating
Procedures’ review
Audit Committee report continued
Annual Report and Accounts 2022
Elementis plc
120
Deloitte is required to provide written disclosure at the planning
stage of the audit in the form of an independence confirmation
letter. Their letter discloses matters relating to their independence
and objectivity, including any relationships that may reasonably be
thought to have an impact on its independence and the integrity
and objectivity of the audit engagement partner and the audit staff.
The audit engagement partner must change every five years and
other senior audit staff rotate at regular intervals.
The Committee develops and recommends to the Board the
Company’s policy on non-audit services and associated fees that
are paid to Deloitte. In accordance with the FRC’s Revised Ethical
Standard, an auditor is only permitted to provide certain non-audit
services to public interest entities (i.e. Elementis PLC) that are
closely linked to the audit itself or that are required by law or
regulation, as such services could impede their independence.
Permitted non-audit services fees paid to the statutory auditor
aresubject to a fee cap of no more than 70 per cent of the
averageannual statutory audit fee for the three consecutive
financial periods preceding the financial period in which the
capapplies. The 70 per cent non-audit services fee cap has
beenapplied to the group forthe year ended 31 December 2022.
The average of audit fees is$1.9m (calculated as the average of
theaudit fees for the threepreceding financial years (2021: $2.2m;
2020: $2.2m; 2019: $1.4m).
Non-audit services fees during the year were $0.0m, (2021: $0.0m;
2020: $0.1m; 2019: $0.0m) so significantly below the cap of $1.4m
(70per cent of $1.9m). In 2022, fees for non-audit services
represent 0 per cent of the average audit fees on which the
capisbased.
The Committee is of the view that Deloitte were objective and
independent throughout the 2022 audit process.
AUDITOR ROTATION AND TENDERING, AND
COMPETITION AND MARKETS AUTHORITY
ORDER – STATEMENT OF COMPLIANCE
The Committee carried out an audit tender process in 2015,
resulting in the appointment of Deloitte as external auditors in
April2016. Deloitte’s re-appointment in 2022 was approved by
shareholders at the Company’s AGM in April 2022.
Under the Companies Act 2006, the lead audit partner must
bemandatorily replaced after five years to ensure auditor
independence. The external auditors, as a whole, can only be
appointed for a maximum term of ten years before a competitive
tender is required to undertaken.
The year ended 31 December 2022 is the second year for the lead
audit partner, Lee Welham, who was appointed in January 2022.
Following this rotation of the lead external audit partner in FY2022,
the Committee considers a full tender for the Group’s external
audit services, subject to its annual reviews, as per the indicative
tendering timeline below.
The Committee confirms that the Company is compliant with the
provisions of The Statutory Audit Services for Large Companies
market investigation (mandatory use of Competitive Tender
processes and Audit Committee Responsibilities) Order 2014,
forthe year ended 31 December 2022.
EXTERNAL AUDIT – INDICATIVE TENDERING
TIMELINE
2016: Deloitte were appointed as external auditors
2021: Mandatory appointment of new audit partner
2025: Full competitive tender to be undertaken
2026: Re-appointment, or appointment of new,
external auditors
NON-AUDIT SERVICES
The Group has an agreed policy with regard to the provision of audit
and non-audit services by the external auditors, which has operated
throughout 2022 and is available on the Company’s website.
Under the policy, the CFO may approve individual engagements
where the fee is up to 15% of the Group’s audit fee for the year,
provided that the non-audit fees in the year do not exceed 50%
ofthat Group audit fee. Decisions above these thresholds must
bereferred to the Committee for determination.
2022 2021
Audit fees ($m) 2.4 2.2
Assurance related services ($m) 0.3 0.2
Non-audit fees ($m)
Ratio of non-audit fees to audit fees (%) 0% 0%
Total fees ($m) 2.7 2.4
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
121
Audit Committee report continued
Following an evaluation of the services provided by PwC in respect
of the internal audit, the Committee confirms that both the process
for determining the internal audit programme, and the programme
itself, are appropriate and effective.
Management are committed to address all control findings
identified by both the internal and external auditors. Significant
progress has been during the period in remediating control
deficiencies identified during both the current and prior period.
TheGroup continues to invest in its finance, operational and IT
capabilities and management are committed to a strong controls
environment. Set out below is a summary of the key features of
theGroup’s internal controls and risk management system.
CONTROL ENVIRONMENT
The Group has policies and procedures that set out the
responsibilities of business and site management, including
authority levels, reporting disciplines, and responsibility for
riskmanagement and internal controls. In addition, annual
compliancestatements on internal controls are certified by
eachoperating segment.
RISK IDENTIFICATION AND REVIEW
A formal risk review process exists at Board and ELT levels for the
identification, evaluation, mitigation and ongoing monitoring of risks,
including emerging risks. Further details can be found on pages 90-94.
INTERNAL CONTROLS AND RISK, AND
RISKMANAGEMENT
The Committee’s role is to review the effectiveness of the internal
control, compliance and risk management systems which it carries
out in support of the Boards formal review of significant risks and
material controls, as summarised in the Risk management report
on pages 86-89.
The Committee also has oversight of associated readiness activity,
implementation timelines and allocate appropriate resources to
continue the development of our framework of controls in line
withguidance.
PwC provide an outsourced internal audit function. The Committee
considers that the value of internal audit is enhanced by having
athird party perform this function, to support the independent
challenge of management and give greater access to expertise
and resources than an internal function could provide.
The internal audit plan is based on a review of the Group’s key
risks which are considered high risk or have not been subject
toarecent audit.
The 2022 internal audit plan was discussed and agreed
betweenmanagement and PwC ahead of it being considered
andsubsequently approved by the Committee. Management
review the schedule with PwC on a quarterly basis and adapt
theschedule during the year to incorporate any new or increased
risks which materialise.
The outcomes of these reports are provided to the Committee,
alongside any management actions.
KEY JUDGEMENTS HOW THE COMMITTEE HAS ADDRESSED THESE MATTERS
IMPAIRMENT TESTING
OFGOODWILL IN
RELATION TO THE
TALCCGU
Critical accounting estimates arise in determining the value in use for the goodwill balances
tested,which require assessments of the duration over which reliable business plans can be
made,achievability of these plans (and therefore future cash flows), growth rates beyond the
periodcovered by the business plans and appropriateness of the discount rates applied to future
cash flows. A report from management was discussed setting out the basis for the assumptions
and confirmation that the cash flows used were derived from the 2022 three year plan (which in
their role as members of the Board, Committee members had previously reviewed and approved).
The Committee has reviewed the robustness of the impairment model, challenged the
appropriateness of the key assumptions used to calculate value in use including forecast sales
volumes, selling prices, growth rates used to extrapolate beyond the forecast period and the
discount rates applied to the resulting cash flows. The Committee also considered the continuing
market challenges being faced by the business, especially in the automotive sector and increasing
distribution and supply chain costs, and the continuing risk these present to achievement of the
business plans.
After considering these items, and also the impairment of $53.1m made to goodwill relating to
theTalc cash generating unit (CGU) in 2021, the Committee concluded a further impairment of
$111.4m was necessary at 31 December 2022.
REVENUE RECOGNITION
The main area of judgement continues to be in relation to recognition of revenue from shipments
bysea. The Committee satisfied itself that the Group had appropriately recognised revenues in
accordance with their contractual obligations during the period, payment particular attention to
period end cut-off.
Annual Report and Accounts 2022
Elementis plc
122
INTERNAL AUDIT PROGRAMME
An internal audit programme is proposed by PwC in consultation
with the CFO and approved by the Committee each year, setting out
a programme of audits over the course of the next 12 months. The
programme covers the monitoring of the effectiveness of internal
controls and the design of processes to test the effectiveness of
controls. As well as conducting audits of operating facilities, sales
offices and tolling sites on a two to three year rotational basis, the
internal audit programme includes reviews of Group functions
andprocesses.
During 2022, the following audits were undertaken:
India site
IT general controls review
ESG – Governance and TCFD Scenario analysis
St Louis site
INTERNAL AUDITOR EFFECTIVENESS
To support the Committee in evaluating the effectiveness of the
internal audit programme, a questionnaire based evaluation is
completed by employees who had had the most interaction with
PwC during the year. A scorecard is reviewed by the Committee
toassess the strengths and weaknesses of the internal auditors.
The effectiveness of the internal audit function was confirmed and
agreed by the Committee.
CONTROLS ASSURANCE
The controls assurance framework at Elementis is as follows:
Board leadership supported by an open and transparent culture
of ‘no surprises’, good governance and compliance. This means
knowing and understanding the businesses, quality interactions
between the Board and the Executive Leadership team
(including a regular programme of presentations and reports
tothe Board, as well as operational site visits)
Internal and external audit programmes, and regular litigation
and compliance reviews with the Group General Counsel
&Company Secretary
A programme of compliance audits, regulatory inspections,
environmental reviews and property surveys by external specialists
Code of Business Conduct and Ethics, on which all employees
are given training and are required to self-certify compliance
with, supplemented by an online compliance training
programme, an anti-bribery and corruption policy, which
contractors are also required to sign up to, whistleblowing
arrangements and an anti-retaliation policy
WHISTLEBLOWING
The Group’s whistleblowing facility is accessible on a 24/7
basis,365 days of the year and provides arrangements for an
independent service provider to receive, in confidence, reports
ofbreaches of any laws or Company policy or standards, including
those related to accounting, auditing, risk, internal control and
related matters.
Details of how to access this service are referenced in the Code of
Conduct, posters are available at each site and via the compliance
training portal. The Committee has oversight of reports of this
nature. During 2022, there were 3 reports, all of which were duly
investigated and closed during the year.
FRC CORPORATE REPORTING REVIEW
OPERATING PROCEDURES
The FRC engaged with the Company during the year to advise
thatthe Company’s Annual Report to 31 December 2021 had been
reviewed and further information was sought in relation to the
following principal areas:
Impairment testing of goodwill
Borrowing secured on time deposits
Committed borrowing facilities
It was concluded that the Company had provided satisfactory
explanations. The FRC published the associated report on their
website in December 2022.
FAIR, BALANCED AND UNDERSTANDABLE
The Committee adopted a similar approach as in previous
yearstoensure that the Annual Report is fair, balanced and
understandable. The process was as follows:
An internal Annual Report Team (ART) was set up to manage
theprocess. The ART consisted of members drawn from Group
Finance, Company Secretariat, Investor Relations, Sustainability
and Communication teams. The ART was responsible for
regularly reviewing work and ensuring balanced reporting with
appropriate links between key messages and sections of the
Annual Report
The Committee Chair held meetings with the audit partner, and
the Committee held meetings with the external auditors without
management being present
An audit clearance meeting was held with the Committee Chair,
CFO and members of the Finance team alongside the audit
partner and audit team members
The Committee received updates from management on the
Annual Report progress and audit throughout the process
aswell as from the Company’s brokers and other advisers
The Committee, Chair and Executive Directors reviewed the
Annual Report in its final stages
Following this process, the Committee and then the Board were
able to confirm that the Annual Report, taken as a whole, is fair,
balanced and understandable, and provides the necessary
information for shareholders to assess the Group’s position,
performance, business model and strategy.
Christine Soden
Chair, Audit Committee
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
123
Directors’ Remuneration report
Annual Statement of the Chair of the
Remuneration Committee
Dear Shareholders,
As Chair of the Remuneration
Committee the (‘Committee’),
Iampleased to present the Directors
Remuneration report for the year
ended 31 December 2022. This report
should be read in conjunction with the
separate section on compliance under
the UK Corporate Governance Code
onpage 102.
Steve Good
Chair, Remuneration Committee
INDEX PAGE
Annual Statement of the Chair of the
RemunerationCommittee 124
Remuneration at a Glance 127
Directors’ Remuneration Policy
Policy report 131
Policy table 131
Share ownership guidelines 135
Recruitment policy 138
Service contracts 139
Payment for loss of office 139
Treatment of incentive plans 139
Non-Executive Directors – terms of appointment 140
Shareholder engagement 140
Annual Report on Remuneration
Remuneration payable to Directors for 2022 141
Annual bonus for performance in 2022 142
Directors’ share based awards 144
Directors’ scheme interests 146
Directors’ share interests 147
Directors’ retirement benefits 147
Payments to past Directors for loss of office 147
Total shareholder return 148
CEO to all employee pay ratio 148
Relative importance of spend on pay 149
Percentage change in remuneration of the Directors 149
Statement of shareholder voting 150
Other information about the Committee’s membership
and operation 150
Terms of reference 150
Activities during the year 150
ATTENDANCE AT REMUNERATION COMMITTEE
MEETINGS*
Steve Good (Chair)
Dorothee Deuring**
John O’Higgins
Christine Soden
Trudy Schoolenberg
Clement Woon
°
* There were four meetings of the Remuneration Committee in 2022. Trudy
and Clement each attended all the meetings they were eligible to attend.
* Dorothee Deuring was unable to attend the July 2021 meeting as a result
of a rescheduling conflict.
Trudy Schoolenberg joined the Board on 15 March 2022.
°
Clement Woon joined the Board on 1 December 2022.
The Directors’ Remuneration report is set out in the
followingparts:
1. This Annual Statement from the Chair of the
Remuneration Committee summarising how our
Remuneration Policy has been implemented and the key
decisions taken by theCommittee
2. At a Glance section providing an overview of how we
implemented the Remuneration Policy during the year
under review
3. The Directors’ Remuneration Policy for which shareholder
approval was received in a binding vote at the AGM held
on 26 April 2022
4. The Annual Report on Remuneration which provides full
detail on how we paid Directors during 2022 and how we
propose to implement the Policy in 2023
The Directors’ Remuneration Report (excluding the Directors’
Remuneration Policy) will be presented to shareholders for
approval at theAGM on 26 April 2023 and I hope you will
vote in supportof the resolutions.
Annual Report and Accounts 2022
Elementis plc
124
REMUNERATION POLICY
As a global specialty chemicals company, Elementis offers
performance driven additives that help create innovative
formulations for consumer and industrial applications. We have
market leading positions in high performance ingredients in the
Personal Care, Coatings and Talc markets. We have a global
footprint, with sites in Europe, Asia and the America’s, and a
talented leadership team located across the world. Our strategy
isto deliver long term sustainable shareholder value through
innovation-led growth and the execution of efficiency savings.
Wecontinue to deliver solid progress against this strategy,
improving both our margin and leverage.
Our Remuneration Policy has been purposefully designed to
support our strategy detailed above. Our overall policy is set with
reference to UK benchmarks, with flexibility retained to pay above
UK norms where executives are recruited from overseas. Our
paymodel is UK-centric and includes base salary, pension and
benefits, annual bonus, and a performance share plan (the same
policy cascades below Executive Director level but includes
restricted stock as well as performance shares in recognition of local
market practice in the geographic locations in which we operate).
Remuneration is weighted towards long term variable pay which
supports the long term nature of the investment decisions we
make. Our performance metrics are fully aligned with strategy
asset out above.
At the 2022 AGM, we received 97% support from shareholders for
the 2022 Directors’ Remuneration Policy which is intended to apply
until the 2025 AGM.
REMUNERATION IN 2022
As detailed in the Strategic report, 2022 was a year of strong
performance and progress against our Innovation, Growth and
Efficiency strategy. This was notwithstanding the challenging external
market context and as a direct result of the strong leadership of our
executive team and the commitment and motivation of our talented
workforce. In 2022, there has been continued strategic progress
with strong underlying financial performance demonstrated by 34%
growth in adjusted group profit before tax versus 2021. Performance
on the average trade working capital to sales ratio, one of the bonus
metrics, has however deteriorated to 24.4% as a result of a conscious
decision to support customers throughout continued COVID
related supply chain disruption. We achieved a 13.3% contribution
to revenue from our innovation pipeline, delivered $59m of new
business, increasing our future pipeline, and delivered over $4m
ofannualised cost savings. This was all achieved while delivering
our safety targets and continuing our focus on environmental
sustainability. Furthermore, we also agreed the sale of our Chromium
business, which completed in January 2023 and will result in
Elementis being a more focused specialty chemicals business.
ANNUAL BONUS
As a result of the above, following the Committee undertaking a
formal assessment of performance against the targets, bonuses
were payable at 75% of maximum for the Executive Directors.
The Committee was comfortable with the bonus earned in the
context of the performance delivered and did not consider it
necessary to use discretion in relation to the bonus outturn.
Further details of the targets set for 2022 and the actual
performance achieved are disclosed on page 143.
LONG TERM INCENTIVE PLAN (LTIP)
The 2022 LTIP awards were granted on 4 April 2022 based on
normal award levels of 200% of salary for the Chief Executive and
175% of salary for the Chief Financial Officer.
The metrics were equally weighted on earnings per share (EPS),
total shareholder return (TSR) and cash conversion. The vesting of
the award is also subject to a return oncapital employed underpin
which requires the Committee to consider whether the return
generated is in line with the Boards expectations and, if not, to
reduce the vesting to a more appropriate level.
Full details of the targets and the awards are set out on page 144. To
the extent these awards vest at the end of the three year performance
period, shares will be required to be held for a further two years.
The 2020 LTIP awards that were subject to EPS growth, cash
conversion and TSR performance targets measured over the three
years to 31 December 2022 will vest at 11% of the maximum. This
is based on achievement against the targets set at grant and
satisfying the ROCE financial underpin to the award, with ROCE
increasing over the three year performance period in challenging
market conditions.
In determining vesting, the Committee also considered the
potential for windfall gains and concluded that the value on vesting
of the 2020 awards did not benefit from windfall gains. In reaching
this conclusion the Committee noted that it had reduced the 2020
awards at grant by 33% in light of the lower share price at grant
versus 2019 to mitigate the potential for any windfall gains and also
that following the first half of 2020 our share price recovery had
been consistent through the balance of the three year performance
period (i.e. performance has been a result of robust underlying
financial performance as opposed to any short term change in
market sentiment). Accordingly, the Committee did not use any
discretion in connection with the 2020 award. Further details are
included on page 128.
The Committee believes that the overall incentive outturns and
approach to target setting (as detailed above) were appropriate
based on the Company’s performance over the whole performance
period and demonstrates that the Committee has, and will
continue to, set performance targets which it considers to
bemeaningful and appropriately stretching. As a result,
theCommittee is comfortable that its general approach to
remuneration and the overall policy framework are working as
intended. In reaching this conclusion, the Committee did consider
thequantum of remuneration earned at both executive level and
across the Company (including considering pay ratios) and
determined that our overall remuneration policy and outcomes
were appropriate and proportionate. As detailed in the sections
above, the Committee did not use discretion during the year.
REMUNERATION IN 2023
The Committee considers the Policy to be operating effectively
and as such the application of the Policy for 2023 is largely
unchanged, as summarised below:
Salary review: The Executive Directors’ base salary increases
willbe 3.2% and 4.5% respectively for the CEO and CFO for 2023.
These increases are below the average workforce increase for
each location, which was 4.2% in the US and 5.5% in the UK in
recognition of current market conditions. It was agreed that the
Directors’ salary increases would be lower than the workforce
averages recognising that higher cost of living impacts the lower
paid to a greater extent.
Pension reductions: In line with the previously communicated
glidepath, pension contributions for incumbent Executive Directors
for 2023 will be 21% of salary, which is in line with the typical
funding cost of pension benefits for UK employees as determined
in 2019. Since there has been no material change to the funding
cost, the Executive Directors’ glidepath will result in their pension
benefit (as a percentage of salary) being aligned with the typical
pension provided to the majority of the UK workforce.
2023 annual bonus: There will be no change to the quantum of
the Executive Director bonus opportunity and as such the CEO will
have the opportunity to earn up to 150% of salary and the CFO up
to 125% of salary.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
125
As for 2022, the bonus will be based 70% against a challenging
range of financial targets (50% on adjusted Group profit before tax
and 20% on average trade working capital to sales ratio (AWC) on
total operations), with the remaining 30% based on non-financial
strategic objectives which are specific and measurable objectives
that are related to the Company’s strategic priorities.
The non-financial targets for 2023 will again be focused on
sustainability and strategic targets. Reflecting the continued
Group-wide focus, half of the non-financial targets will relate to
sustainability, with the balance of the non-financial targets relating
to Innovation, Growth, Talc recovery and the longer term strategy.
Summary details of our approach to target setting are detailed on
page 128 and full details of the financial target ranges and our
performance against them will be disclosed on a retrospective
basis in next year’s report. The Committee has discretion to modify
the overall amount of bonus payable to ensure it is appropriate.
50% of any bonus earned is deferred in shares for two years.
2023 LTIP awards: Subject to final Committee review prior to grant,
awards are expected to be granted at 200% of salary for the Chief
Executive and 175% of salary for the Chief Financial Officer. The awards
will be subject to an overriding Committee discretion to reduce the
awards at vesting should there be a perceived windfall gain.
The primary performance targets will be as per the 2022 awards
with 33% based on EPS, 33% based on cash conversion and 33%
based on TSR performance conditions.
The EPS targets will be set based on the level of EPS achieved in
2025, with vesting to take place from 13 cents to 17 cents for
threshold to maximum vesting, which runs from 0% to 100% on
a straight-line basis. The Committee considers the EPS target to
be appropriately stretching in light of the progress made with our
Company’s strategy after having had regard to current internal
planning and external broker forecasts for our future
performance in light of current market conditions.
The cash conversion targets will be set based on a range of 80%
to 100%, which is broadening of the range from the 85% to 95%
applied to the 2022 awards, in recognition of current market
conditions, and continues to align with the Companys publicly
stated medium term target. Threshold to maximum vesting runs
from 0% to 100% on a straight-line basis.
TSR will continue to be assessed against the constituents of the
FTSE All-Share Index (excluding investment trusts). Threshold
vesting starting at 25% for median performance, increasing on
agraduated basis, with 100% vesting for achieving at least
upper quartile performance.
The 2023 LTIP awards will also be subject to a return on capital
employed underpin. This will require the Committee to consider
thevesting result determined based on the application of the EPS,
TSR and operating cash conversion performance conditions in
light of the return on capital employed achieved during the three
year period ending 31 December 2025 relative to the Board’s
internal targets and planning over the period. If the Committee
does not consider the vesting result appropriate in light of the
return on capital employed achieved, the underpin enables vesting
to be reduced to a more appropriate level.
Following the divestment of the Chromium business, the 2021 and
2022 LTIP performance targets were reviewed with EPS re-stated
to reflect the change. This ensures the targets were no more or
less challenging than when originally set (i.e. Chromium was
excluded from the base and end targets so the condition can be
tested on a consistent basis).
CONTEXT OF DIRECTORS’ PAY WITHIN THE COMPANY
Christine Soden is the Designated Non-Executive Director (DNED) for
workforce engagement. During the year Christine held focus groups
with employees in the US, China and Finland each of which included
discussion around compensation. Two further focus groups were held
with all people managers globally (c.250) in January 2023 by myself,
Christine Soden and Chris Shepherd (CHRO) to explain governance at
Elementis, the role of the Remuneration Committee to show how the
policy is applied throughout the organisation, and to take feedback.
The session including polling questions to assess understanding and
questions and answers. The output of these sessions included the
Board gaining confirmation that managers understand the basis on
which our pay programmes are set, including the link to strategy,
and how Directors’ remuneration is determined.
During the year, a Company-wide external pay benchmarking
exercise was undertaken as part of a standard three year review
process. This review concluded that employees are generally well
positioned against industry benchmarks.
The Group is not required to provide disclosure of the CEO to
all-employee pay ratio given the Group has less than 250 employees
in the UK. However, given the external focus on pay ratios, the
Committee has included full pay ratio disclosure on page 148
andis comfortable that the ratio is in line with the Company’s
paypolicies and in line with current FTSE market practice.
The Group is also not required to report under the gender pay gap
regulations. Despite this, the Group reviews gender pay on a biennial
basis. The last gender pay review was completed towards the end of
2022 concluding that the approach to pay was fair and equitable
with any anomalies adjusted accordingly. The CEO pay ratio and
gender pay gaps are taken into account when there is a full review
ofthe Executive Director and wider Remuneration Policy.
CONCLUDING REMARKS
The Committee believes that the Policy and our approach to
implementation are in the best interests of the Company and we
hope that you will support the actions the Committee has taken by
voting in favour at the 2023 AGM. If you have any concerns, please
feel free to contact me via the Group General Counsel & Company
Secretary at company.secretariat@elementis.com.
Steve Good
Chair, Remuneration Committee
Directors’ Remuneration report continued
Annual Report and Accounts 2022
Elementis plc
126
AT A GLANCE
OUR MEASURES
HOW OUR MEASURES LINK TO STRATEGY
Strategic priorities
Performance metrics Innovation Growth Efficiency
Bonus Financial: (70%)
Adjusted Group profit before tax
Average trade working capital to sales ratio
Non-financial: (30%)
Sustainability targets
Innovation, Growth & Efficiency
LTIP EPS (33%)
Relative TSR versus FTSE All-Share (33%)
Cash conversion (33%)
Return on operating capital employed (underpin)
ANNUAL BONUS
Adjusted Group profit before tax:
50% weighting
Adjusted average trade working capital
tosalesratio (AWC):
20% weighting
Non-financial objectives (aligned
withstrategicimplementation,
safetyandenvironment, andpeople):
15% weighting – Sustainability targets
15% weighting – Strategic targets
2022 LTIP
Earnings per share (EPS):
33% weighting
Relative Total Shareholder Return (TSR):
33% weighting
Cash conversion:
33% weighting
ROCE underpin
IMPLEMENTATION OF REMUNERATION POLICY FOR 2022
The section below summarises how the Policy was implemented in the financial year ended 31 December 2022. Further details are
provided on pages 138 to 147.
Key Policy features Performance assessment How we implemented in 2022
SALARY
Increases normally guided by the
general increase for the local workforce
and/or broader workforce as a whole
Not applicable
Paul
Waterman
Ralph
Hewins
2022 salary £699,847* £380,566
* Equivalent to $964,179
In line with the average increases awarded to the US and UK
salaried workforce, the salaries of the CEO and CFO were increased
by 3%. These changes were effective from 1 January 2022.
PENSION/BENEFITS/ALL-
EMPLOYEE SHARE SCHEMES
Pension: In line with the phased
pension contribution detailed in the
2021 Remuneration Policy, the CEO
and CFO pension contribution reduced
in year from 22.5% to 21% of salary,
effective from 1 December 2022
Benefits: Directors receive market
competitive benefits and may
participate in all-employee
shareschemes
Not applicable
Paul
Waterman
Ralph
Hewins
Pension £256,334* £85,152
* Equivalent to $317,649
Implementation in line with the Policy. Executive Directors’ pensions
have been and will be reduced in phases to be in aligned with the
pension provision of the median employee:
From 1 December 2021: 22.5%
From 1 December 2022: 21%
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
127
Directors’ Remuneration report continued
Key Policy features Performance assessment How we implemented in 2022
ANNUAL BONUS
Performance related scheme which
delivers value for achievement against
annual targets
Committee may adjust outturn where
formulaic assessment is inconsistent
withCompany’s overall performance
50% of bonus earned deferred into
shares for two years
Recovery and withholding
provisionsapply
Paul Waterman Ralph Hewins
Opportunity 150% of salary 125% of salary
PBT $103.3m vs target of $91.4m
Payout
(50%ofbonus) 100% of PBT maximum
AWC 24.4% vs target of 21.8%
Payout
(20%ofbonus) 0% of AWC maximum
Non-financial See page 143
Payout
(30%ofbonus)
83.3% of
Non-financial
maximum
83.3% of
Non-financial
maximum
Total
75% of
maximum
75% of
maximum
Further information can be found on pages 142-143.
As detailed in the Annual Statement
on page 124, 2022 was a year
ofcontinued progress against
ourInnovation, Growth and
Efficiency strategy.
We delivered 34% growth in
adjusted operating profit to
$103.3m which was above our
internal planning; however the
AWCratio decreased to 24.4%
asaresult of a conscious decision
to support customers throughout
continued COVID related supply
chain disruption.
LONG TERM INCENTIVE PLAN
Performance measures based on
financial and/or relative TSR metrics
andmeasured over three years
Committee may adjust outturn where
formulaic assessment is inconsistent
withCompany’s overall performance
Holding period applies for two years
following vesting
Recovery and withholding
provisionsapply
ROCE underpin
2020 award
EP S
growth
Ave rage
cash
conversion
T S R v s
F TS E A ll
Share
Weighting 33.3% 33.3% 33.3%
Threshold target 3% p.a. 85% Median
Maximum target 12% p.a. 95%
Upper
quartile
Actual 4.2% p.a. 87%
21st
percentile
Vesting
4.32%/
33.3%
6.77%/
33.3% 0%/33.3%
Further information can be found on pages 144-146.
The average operating cash
conversion and EPS, over the
performance period were above
the threshold target; however, the
relative TSR threshold target was
not met. Overall, this has resulted
in 11.1% of the award vesting. With
regard to the ROCE underpin, the
Committee considered the vesting
result appropriate having had
regard to the ROCE during the
period which improved by 19%
with this achieved in toughening
economic conditions.
The Committee considered the
potential for any windfall gains on
vesting, but noting that the awards
were reduced by 33% on grant in
light of the lower share price at
grant versus 2019 to mitigate the
potential for any windfall gains and
so concluded there was no windfall
gain. Shares are subject to the two
year holding period. Further details
are set out on page 144.
SHARE OWNERSHIP GUIDELINES
Build up and maintain a shareholding
equal to 200% of salary
The guideline also applies for two
yearspost cessation of employment
Paul
Waterman
Ralph
Hewins
Guideline
200% of
salary
200% of
salary
Level
On track
191% of
salary
1
On track
79% of
salary
1
1 For the purposes of the guideline, an estimate has been
made in relation to the after tax number of shares in relation
to vested/unexercised share awards.
Both the CEO and CFO increased
their holdings during the year.
Further information can be found
on page 147.
Annual Report and Accounts 2022
Elementis plc
128
IMPLEMENTATION OF REMUNERATION POLICY FOR 2023
As a UK Listed business, our primary reference points for both quantum and remuneration structure for our Executive Directors are UK
benchmarks. However, as noted in our policy, we retain flexibility as to where we position individuals against UK benchmarks to take into
account the locations in which they work and also the relevant market for talent. With our CEO being a US Citizen, based in the US,
splitting his time between the UK and US, his remuneration quantum is set to be aligned with UK market practice both in terms of
structure and quantum. However, recognizing that remuneration quantum is above UK levels in US businesses of a similar size and
complexity, his total remuneration package is positioned towards upper quartile versus UK FTSE 250 benchmarks. For completeness,
thismarket positioning is considered appropriate on the basis that versus US companies of a comparable size and complexity his
remuneration quantum falls between lower quartile and median.
The section below summarises how the Committee intends to implement the Policy for the forthcoming financial year ending
31 December2023.
Key Policy features 2023 implementation
SALARY
Level based on the scope and responsibilities of the role
Increases normally guided by the general increase for the
localworkforce and/or broader workforce as a whole
The Committee reviewed salaries and decided to award Paul
Waterman and Ralph Hewins each a salary increase as shown in
the table below, which is lower than the average increase in year
for the respective US and UK salaried workforce
Paul Waterman Ralph Hewins
Salary as at 1 January 22 $964,179 £380,566
Salary as at 1 January 23 $995,033 £397,691
2023 increase +3.2% +4.5%
PENSION/BENEFITS/ALL-EMPLOYEE SHARE
SCHEMES
Pension: CEO participates in US specific arrangements
andreceives a salary supplement and the CFO receives
asalarysupplement
Any new Director appointment will have pension set at 8%
ofsalary in line with that offered to new joiners across the
widerworkforce
Benefits: Directors receive market competitive benefits and
mayparticipate in all-employee share schemes
Implementation in line with the Policy
Pension rates for incumbent Directors for 2023 are aligned with
the typical UK individual pension funding rates (see page 147 for
further detail)
ANNUAL BONUS
Policy maximum of 150% of salary for CEO and 125%
ofsalaryfor CFO
Performance related scheme which delivers value for
achievement against annual targets
Committee may adjust outturn where formulaic assessment
isinconsistent with Company’s overall performance
50% of bonus earned deferred into shares for two years
Recovery and withholding provisions apply
LINK TO KPIs
Adjusted Group PBT
AWC
Individual objectives linked to sustainability and
strategicpriorities
Paul Waterman Ralph Hewins
Opportunity 150% of salary 125% of salary
PERFORMANCE METRICS
Adjusted Group PBT: 50%
Average trade working capital to sales ratio: 20%
Non-financial strategic priorities: 30% of which 15% based
onappropriately structured sustainability priorities with the
remaining 15% set on Innovation, Growth and Efficiency targets.
The targets are fully aligned with the Company’s current strategy
and have been set to be challenging in the context of the
Company’s performance expectations for the year ahead
The Committee considers that the bonus targets are commercially
sensitive and therefore plans to disclose them only on a
retrospective basis in next year’s Directors’ Remuneration report
The range of targets around budgeted performance levels to apply
in 2023 has been calibrated to take into account the current
external environment and internal planning
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
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129
Key Policy features 2023 implementation
LONG TERM INCENTIVE PLAN
Policy maximum is 250% of salary
Awards vest to the extent performance conditions are achieved
Performance measures based on financial and/or relative TSR
metrics and measured over three years with a ROCE underpin
Committee may adjust outturn where formulaic assessment
isinconsistent with Company’s overall performance and/or
thereisa perceived windfall gain
Holding period applies for two years following vesting
Recovery and withholding provisions apply
ROCE underpin introduced for the 2019 awards
continuestoapply
LINK TO KPIs
EPS
Relative TSR
Cash conversion
The choice of targets relates to measuring the Company’s
success in delivering profitable growth and sustainable
shareholder returns
Paul Waterman Ralph Hewins
LTIP award 200% of salary 175% of salary
Weighting
Threshold
target
Threshold
vesting
Maximum
target
FY25 EPS 33.3% 13 cents
per share
0% 17 cents
per share
Cash conversion 33.3% 80% 0% 100%
Relative TSR vs
FTSE All-Share
Index 33.3% Median 25%
Upper
quartile
The range of EPS targets is considered to be appropriately
demanding noting (i) that vesting takes place from 0% (as
opposed to the market norm of 25%), and (ii) in line with
institutional investor expectations such that the range straddles
consensus growth expectations
Cash conversion is the three year average operating cash
conversion. The target remains set to align with the medium term
goal, whilst the range has been broadened in recognition of
current market conditions.
The terms of the above awards will be subject to a final review
prior to grant and the awards will be subject to an overriding
Committee discretion to reduce the awards at vesting should
therebe a perceived windfall gain.
CHAIR AND NED FEES
To attract individuals with the relevant skills, knowledge and
experience that the Board considers necessary in order to
maintain an optimal mix that ensures the effectiveness of the
Board as a whole in carrying out its duties and responsibilities
Fees will increase by 4.5% for the upcoming year, which is lower
than the UK workforce, who will receive an average increase of
5.5%.
2023 2022
20 2 3
increase
Basic fees
Chair £207,909 £198,957 (+4.5%)
Non-Executive Director £56,286 £53,863 (+4.5%)
Additional fees
Senior Independent Director £9,780 £9,360 (+4.5%)
Chair of Audit or Remuneration
Committee £9,780 £9,360 (+4.5%)
Workforce engagement NED £4,891 £4,680 (+4.5%)
Directors’ Remuneration report continued
Annual Report and Accounts 2022
Elementis plc
130
REMUNERATION POLICY REPORT
The 2021 Remuneration Policy has been reproduced here for ease of
reference, with factual data updated where appropriate (e.g. scenario
charts, contractual terms, page references etc.). The Policy as
approved by shareholders can be found in the Elementis plc Annual
Report and Accounts 2021 available on the corporate website.
The Company’s previous Remuneration Policy was approved
byshareholders at the Companys 2021 AGM and took effect from
thedate of that meeting. This policy was a rollover of the 2018 Policy
with the Committee considering that a full Policy review should be
delayed until 2021 to allow the business to focus on the challenges
arising due to the COVID-19 pandemic. The Committee undertook
afull review of the Policy during 2021 and an updated Policy was
subsequently presented to, and approved by c.97% of shareholders
at the 2022 AGM on 26 April 2022, being effective from this date.
The Committee determines the Remuneration Policy taking into
account all relevant factors. The Committee receives input from
management and external advisers with respect to the design of
thePolicy and consider the context of the relevant stakeholders
whenconsidering their input. The Committee determines the Policy
applicable to the Executive Directors and the Chair, with the Policy
forNon-Executive Directors agreed by the Board, excluding the
Non-Executive Directors. This also applies when with respect to the
implementation of the Policy so that no individuals are involved in
decisions as to their own remuneration. The Committee concluded
that the Policy continues to support the long term strategy of the
company and as such only minor changes were required.
Long term incentives: The policy for the threshold level of
vesting has been set such that no more than 25% of a future
award may vest for achieving the threshold performance target.
Whilst this level of vesting is not anticipated being applied to
financial targets set for future awards (e.g. EPS and cash
conversion targets where 0% vests at the threshold performance
target), it is anticipated that 25% of any portion of an award set
against relative total shareholder return targets would vest at the
threshold performance target, mirroring standard market practice.
Share ownership guidelines: From 2022, executives will be
expected to hold shares equal to the value of the lower of the
actual shareholding at cessation of employment and the current
guideline (200% of salary). The post cessation guideline only
applies to shares vesting under incentive plans from 2022.
Further summary details of this change are included in the
Remuneration Committee Chair’s Annual Statement in this report.
The Policy is aligned with the six factors listed in Provision 40 of
the UK Corporate Governance Code:
Clarity – the Policy is set out as transparently as possible and the
workforce engagement Director retains oversight of employee
communication and education. We proactively consult our
shareholders on any proposed changes to remuneration policy.
Simplicity – the Remuneration Policy is structured as simply as
possible; however, a degree of complexity is required to align
pay and performance. Performance metrics are chosen to focus
on the key operational, financial and strategic performance
objectives of the business.
Risk – the Remuneration Policy has been shaped to discourage
inappropriate risk taking, including long term performance
measurement, deferral and shareholding guidelines which
extend into post employment. The Committee retains discretion
to override formulaic outcomes.
Predictability – elements of the Policy are subject to caps and
dilution limits. Examples of how remuneration varies depending
on performance is set out in the scenario charts.
Proportionality – there is a sensible balance between fixed pay
and variable pay, and incentive pay is weighted to sustainable
long term performance.
Alignment to culture – the Policy is weighted towards
performance related pay which supports a performance based
culture and the non-financial targets encourage innovation and
optimisation which are also central to the Elementis culture and
is aligned to Company Values.
POLICY TABLE
The information in the table below sets out the Remuneration Policy for Directors.
Basic salary
P U R P O S E
ANDLINK TO
C O M PA N Y S
STRATEGY
Targeted at a level to attract and retain world class executives who are essential to drive the business
forward and deliver the Company’s strategic goals.
H O W I T
OPERATES
INPRACTICE
Annual salary increases that are broadly in line with the local workforce (in percentage of salary terms),
subject to Committee approval.
Increases beyond the average of those granted to the local workforce (in percentage of salary terms)
maybe awarded in certain circumstances, such as where there is a material change in responsibility or
experience of the individual, to recognise exceptional performance over a sustained period or a significant
increase in the complexity, size or value of the Company.
Where new joiners or recent promotions have been placed on a below market rate of pay initially, a series
of increases above those granted to the local workforce (in percentage of salary terms) may be given over
the following few years subject to individual performance and development in the role.
Salaries are normally reviewed in December and any changes are effective from 1 January in the following year.
MAXIMUM
POTENTIAL
VALUE
There is no prescribed maximum for salary increases. The Committee will be guided by the general
increase for the local workforce and/or broader workforce as a whole, as well as the circumstances
listedabove.
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Elementis plc
131
Benefits
P U R P O S E
ANDLINK TO
C O M PA N Y S
STRATEGY
To aid retention and to remain competitive in the marketplace. Healthcare benefits in order to minimise
business disruption.
Executive Directors may also participate along with other employees in the Group’s HMRC approved SAYE
or other equivalent savings based share schemes to share in the success of the Group.
H O W I T
OPERATES IN
PRACTICE
Life assurance and private medical health insurance are provided.
Provision of either a company car (for business and personal purposes) or a car allowance.
Payments in connection with an international assignment and payments in connection with a relocation,
which would typically be paid for a transitionary period only, tailored to the location of each executive.
Thebenefits may include provision of tax advice where, at the Company’s request, the international
location (or balance of time spent in different locations) is changed.
Participation in all-employee/savings based share option schemes as above.
In addition, benefits in the US, where it is standard, include cover for dental costs, accidental death and
disablement, long term disability and club membership.
MAXIMUM
POTENTIAL
VALUE
SAYE/savings based schemes are subject to individual limits. These are $2,000 per month in the US and
up to the HMRC prescribed limit (£500 per month) in the UK.
Other benefits: the Committee will determine the level of benefit as it considers appropriate, taking into
consideration local market practice.
Pension
PURPOSE AND
LINK TO
C O M PA N Y S
STRATEGY
To aid retention and remain competitive in the marketplace.
To provide appropriate retirement benefits commensurate with local market practice, seniority of the role
and tenure with the Company.
H O W I T
OPERATES
INPRACTICE
Executive Directors are eligible to participate in a Company sponsored pension scheme, a statutory pension
arrangement, receive cash in lieu of a Company pension or a combination of these.
MAXIMUM
POTENTIAL
VALUE
For incumbent Executive Directors, pensions will continue to be reduced in phases to be aligned with the
pension provision of the median employee:
From 1 January 2020: 25%
From 1 December 2020: 24%
From 1 December 2021: 22.5%
From 1 December 2022: 21%
Any new Director appointment will have pension set to be aligned with the average of the appropriate wider
workforce rate (currently 8% of salary).
Directors’ Remuneration report continued
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Elementis plc
132
Annual bonus scheme
P U R P O S E
ANDLINK TO
C O M PA N Y S
STRATEGY
To incentivise the senior management team to exceed the annual operating plan approved by the Board at
the start of each financial year.
To ensure that a significant proportion of an executive’s total remuneration is based on corporate/business
financial performance that is linked to the Company’s annual operating plan.
Through the part deferral of bonuses into deferred shares this enables incentive pay to help executives
buildand maintain meaningful shareholdings and thereby provides a long term focus.
H O W I T
OPERATES
INPRACTICE
An annual bonus is based on over performance against selected performance measures which are linked to
the Company’s key performance indicators, or the achievement of strategic and/or operational objectives.
Bonus payments are paid following the approval of full year results. Payments are based on salaries at the
time of payment.
Bonus deferral element: 50% of any cash bonus payable is normally awarded in shares and deferred for
twoyears. Dividends accrue on deferred shares (which are normally structured as nil cost options or
conditional share awards) that vest during the vesting period. Deferred shares are forfeitable for gross
misconduct (dismissal for cause).
The Committee may seek recovery and/or withholding of bonuses paid that are later found to have been
based on performance that was mis-stated or incorrectly calculated, or where the amount of any bonus
may have been reduced or withheld due to reasons of gross misconduct. Recovery and withholding
provisions will apply for a period of three years following payment of any bonus. Detailed provisions are
incorporated into the rules of the various schemes which govern the terms of a bonus payment and/or the
making of any deferred share or conditional award.
MAXIMUM
POTENTIAL
VALUE
CEO: 150% of basic salary.
CFO: 125% of basic salary.
A higher annual bonus limit of 200% of basic salary may apply for new recruits.
FRAMEWORK
USED TO ASSESS
PERFORMANCE
Performance measures will be mainly financial measures. The Committee reserves the right to select other
non-financial targets (including the basis of their measurement) as appropriate considering the Company’s
strategic objectives for the year ahead.
The financial element of the bonus may include (but is not limited to) the Company’s key performance
indicators which include:
Profit before tax or other measures of profitability
Group average trade working capital to sales ratio expressed as a percentage or other cash
flowindicators
For any profit related metric, targets will be set at threshold, plan and stretch levels and the amount payable
for threshold performance is 0% for financial targets rising on a graduated basis through to 100%,
becoming payable at the stretch performance level. With regard to non-financial targets, it is not always
practicable to set targets on a sliding scale and so targets may be set based on the achievement of specific
milestones and/or on a graduated scale.
The Committee will consider the bonus outcome each year based on the Company’s performance against
the measures set at the start of the year. If it considers the quantum to be inconsistent with the Company’s
overall performance during the year it can override the result of the performance test. For the avoidance of
doubt, this can be to zero and bonuses may not exceed the maximum levels detailed above. Any use of
such discretion would be detailed in the Annual Report on Remuneration.
The Committee keeps performance metrics under review on an annual basis to ensure they continue to
remain appropriate and has the discretion to introduce new metrics or remove existing ones and amend
their relative weightings. As a result, the performance metrics and weightings may vary in line with the
Company’s evolving strategy during the life of the Policy. The profit related element of annual bonus shall
not be less than 50% of the overall bonus opportunity.
STRATEGIC REPORT CORPORATE GOVERNANCE
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133
Long term incentives
P U R P O S E
ANDLINK TO
C O M PA N Y S
STRATEGY
The LTIP is the sole long term incentive mechanism for Executive Directors and is intended to align
theinterests of the executives and shareholders in growing the value of the Group over the long term.
When granting awards under the LTIP the Committee generally takes into consideration the need to
motivate and retain the Executive Directors and other participants.
H O W I T
OPERATES
INPRACTICE
Awards are normally structured as either nil cost options or conditional share awards which are eligible to
begranted annually. Options may be exercisable three years from, and within ten years of, the date of award.
Share awards normally vest on the third anniversary of the date of award.
A post vesting holding period of two years will normally apply to annual awards.
Recovery and withholding provisions similar to those described in respect of annual bonus payments
butrelating to the vesting of LTIP awards will apply to awards.
Dividends may accrue on shares that vest during the vesting period (and during the post vesting
holdingperiod where awards are structured as nil cost options) and may be paid in cash or shares.
MAXIMUM
POTENTIAL
VALUE
The maximum award limit is set at 250% of basic salary.
Current practice is as follows:
CEO: 200% of basic salary
CFO: 175% of basic salary
FRAMEWORK
USED TO ASSESS
PERFORMANCE
Awards are subject to achievement of financial (e.g. EPS and operating cash conversion) and/or relative
TSR performance conditions, measured over a minimum of three financial years beginning with the
financial year in which the award is made. The Committee also retains flexibility to introduce strategic
targets as a performance measure for a minority of an award.
The threshold vesting level may be up to 25% of maximum, increasing to 100% vesting on a graduated
basis for achieving stretch targets.
For the TSR portion of the 2022 awards, the threshold vesting for achieving median will be 25% of
maximum. For the EPS and operating cash conversion performance conditions applying to the 2022
awards, the threshold vesting level will start from 0%.
In relation to strategic targets, the structure of the target will vary based on the nature of the target set (i.e.
it will not always be practicable to set strategic targets using a graduated scale and so vesting may take
place in full if specific criteria are met in full).
The metrics and their weighting and targets within the LTIP will be reviewed each year.
The Committee will consider the LTIP vesting outcomes for awards based on applying the performance
conditions and, if it considers the level of vesting to be inconsistent with the Company’s overall
performance during the performance period (including its underlying financial performance), it can
override the result of the performance test. For the avoidance of doubt, this can be to zero. Any use
ofsuch discretion would be detailed in the Annual Report on Remuneration.
Directors’ Remuneration report continued
Annual Report and Accounts 2022
Elementis plc
134
Share ownership guidelines
P U R P O S E
ANDLINK TO
C O M PA N Y S
STRATEGY
To align an executive’s interests with those of shareholders and to encourage executives to participate and
share in the long term success of the Group.
H O W I T
OPERATES
INPRACTICE
Executive Directors are expected to build up a shareholding in the Company that is equal in value to 200%
oftheir basic annual salaries. The guideline will also apply for two years post cessation of employment
suchthat Executive Directors are expected to hold shares equal to the value of the lower of the actual
shareholding at cessation of employment and the current guideline (200% of salary). The post cessation
guideline only applies to shares vesting under incentive plans from 2022.
Shares vesting from share awards, or transferred pursuant to an exercise of any option, granted under
anyshare incentive or employee share saving scheme may not be sold (other than to meet a tax liability)
until the above shareholding level has been met. In exceptional circumstances the Committee may allow
the Director to sell some, or all, shares received from a share incentive scheme even if the individual has
not met the share ownership guidelines, provided they are satisfied that shareholder interests are
adequately aligned.
The Committee monitors compliance with these guidelines and can make changes to them from time
totime.
Non-Executive Chair and Directors’ fees
PURPOSE AND
LINK TO
C O M PA N Y S
STRATEGY
To attract individuals with the relevant skills, knowledge and experience that the Board considers
necessary in order to maintain an optimal mix that ensures the effectiveness of the Board as a whole
incarrying out its duties and responsibilities.
H O W I T
OPERATES
INPRACTICE
Non-Executive Directors’ fees are determined by the Chair and the Executive Directors, having commitment
and responsibilities of the role.
In the case of the Chair, the fee level is determined by the Committee. As well as taking into consideration
the above factors, the Committee sets the fee at an appropriate level necessary to attract a role holder
qualified to effectively lead the board of a company of a similar size and prestige as Elementis.
Fees are payable in cash and Non-Executive Directors are not eligible to participate in any pension,
bonusor share incentive schemes.
All Non-Executive Directors are reimbursed for travel and related business expenses reasonably
incurredin performing their duties so that they are fully recompensed on a pre-tax basis for undertaking
Company business.
No individual is allowed to vote on his/her own remuneration.
MAXIMUM
POTENTIAL
VALUE
Fees will be reviewed annually with changes taking effect from 1 January in the following year.
It is the Company’s policy (other than where there is a step change in the time commitment required of the
Non-Executive Directors) that fees paid to the Chair and other Non-Executive Directors are increased
annually in line with the average increase awarded to the UK salaried workforce.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
135
LINK BETWEEN POLICY, STRATEGY
ANDSTRUCTURE
The Remuneration Policy is principally designed to attract,
motivate and retain the Executive Directors and other members
ofthe Executive Leadership team (senior management team) to
execute the Company’s corporate and business strategies in order
to deliver the annual operating plan and sustainable year on year
profitable growth, as well as to generate and preserve value for
shareholders over the longer term, without encouraging excessive
levels of risk taking. The principles and values that underpin the
remuneration strategy are applied on a consistent basis for all
Group employees.
The remuneration structure for Executive Directors is made
upoftwo elements: fixed remuneration (consisting of basic
salary,benefits including, for example, non-contributory health
insurance and life assurance, and pension provision), and
variableremuneration (annual bonus scheme and long term
shareincentives).
It is Company policy to reward all employees fairly, responsibly and
by reference to local market practices, by providing an appropriate
balance between fixed and variable remuneration.
CHOICE OF PERFORMANCE MEASURES AND
APPROACH TO TARGET SETTING
The performance metrics that are used for annual bonus, and
longterm incentive plans are drawn from a suite of Company KPIs
monitored by the Board that are closely linked to the financial KPIs
on pages 32-33.
In the annual bonus scheme, the financial measures currently used
are adjusted Group profit before tax and average working capital
(AWC). Adjusted Group profit before tax is a clear measure of the
Company’s trading performance and AWC encourages the most
efficient use of working capital and is how earnings are converted
into cash. These metrics are aligned with the Company’s
objectives and strategy.
In addition, non-financial criteria also form part of the targets set
inthe bonus scheme and these are based on Company specific
sustainability objectives (e.g. health and safety, Diversity,
EquityandInclusion and environment) and/or strategic business
objectives (e.g. relating to Innovation, Growth and Efficiency targets).
With regard to long term performance targets, EPS is currently
usedsince it is aligned with the Companys strategy of delivering
profitable growth and creating long term shareholder returns. Cash
conversion is also used to encourage efficient working practices.
Use of relative TSR also further aligns shareholders and executives.
Targets for financial metrics are set relative to internal planning
expectations after having regard to general economic conditions,
external market data, current and past performance of the
business and any organic or acquisitive growth plans.
Where appropriate, targets are set based on sliding scales.
Onlymodest rewards are available for delivering performance
atthreshold levels or above, with maximum rewards requiring
outperformance of our challenging plans approved at the start
ofeach year.
The Committee keeps the choice of metrics and targets under
review for both the annual and long term incentive plans each year
to ensure they are appropriate in light of the Company’s current
circumstances. The Committee retains discretion to revise the
choice of metric and weightings within the incentives as detailed
above. Should the Committee make material changes to the
application of the Remuneration Policy from year to year the
Committee would give consideration to an appropriate form
ofdialogue with the Company’s major shareholders.
DIFFERENCES IN EXECUTIVE REMUNERATION
POLICY COMPARED WITH OTHER EMPLOYEES
The Committee is informed of pay structures across the wider
Group when setting the Remuneration Policy for Executive
Directors. The Committee considers the general basic salary
increase for the broader Group and, in particular the employees
based in the US, UK and Europe, when determining salary
increases for the Executive Directors.
The same principles and values behind the design of remuneration
for the Executive Directors apply to other members of the Executive
Leadership team and employees throughout the rest of the Group,
with modifications to reflect local market practice and the level of
seniority and ability to influence Group performance. Overall, the
Remuneration Policy for Executive Directors is more heavily
weighted towards variable pay than for other employees. This
ensures that there is a clear link between the value created for
shareholders and the remuneration received by the Executive
Directors, given it is the Executive Directors who are considered to
have the greatest potential to influence shareholder value creation.
The level of variable pay varies by level of employee within the
Group and is informed by the specific responsibilities of each role
and local market practice as appropriate.
In 2018, the Board introduced the ability to grant restricted shares
into the new LTIP. The majority of the senior executive population
at Elementis is based in the US where it is common market
practice to grant restricted shares. It is considered that the ability
to grant restricted shares in tandem with performance related
share awards enables the Company to compete for the best talent.
Where restricted shares are used, the award levels are generally
lower than if performance shares were granted, since restricted
share awards are more valuable to a recipient given there is no
performance requirement attached to the vesting of the award.
Restricted shares will not be granted to Executive Directors.
HOW THE VIEWS OF EMPLOYEES ARE TAKEN
INTO ACCOUNT
The Board has established a Designated Non-Executive Director
for workforce engagement as a direct response to the UK
Corporate Governance Code, enabling the workforce voice in
Board matters. The role of the workforce engagement Director is
to review and monitor employee insight informed by engagement
activities and employee engagement surveys. During 2021, global
reward principles were communicated with additional detail on
determination of pay, irrespective of position. The DNED engaged
with the workforce on these principles during 2022, and feedback
was sought during focus groups held. For more information on
engaging with the workforce, please refer to pages 106-108.
Directors’ Remuneration report continued
Annual Report and Accounts 2022
Elementis plc
136
43%
27%
33%
42%
24%
31%
22%
52%
26%
CE
O
£’00
0
3,00
0
2,00
0
1,00
0
Fixed On target
Maximum Maximum
(with share
price growth)
£1,048
£2,453
£3,858
£4,661
4,
000
5,0
00
Fixed Annual bonus LTIP LTIP value with 50%
share price growth
100%
CF
O
£’00
0
1,50
0
2,00
0
1,00
0
50
0
100% 46% 30%
31%
41%
23%
29%
25%
51%
24%
Fixed On target
Maximum Maximum
(with share
price growth)
£509
£1,105
£1,702
£2,050
Fixed Annual bonus LTIP LTIP value with 50%
share price growth
COMMITTEE DISCRETION WITH REGARD
TOINCENTIVE PLANS
The Committee will operate the annual bonus plan, Deferred Share
Bonus Plan, LTIP and all employee plans according to their
respective rules and in accordance with the Financial Conduct
Authority’s Listing Rules (‘Listing Rules’) and HMRC rules where
relevant. The Committee retains discretion, consistent with market
practice, in a number of regards to the operation and
administration of these plans. These include the following (plan
limits and performance targets restricted to the descriptions
detailed in the preceding policy table):
Who participates in the plans
The timing of grant of award and/or payment
The size of an award and/or payment
The determination of vesting
Dealing with a change of control (e.g. the timing of testing
performance targets) or restructuring
Determination of a good/bad leaver for incentive plan
purposesbased on the rules of each plan and the appropriate
treatment chosen
Adjustments required in certain circumstances (e.g. rights
issues, corporate restructuring and special dividends)
The annual review of performance conditions, including
metricsand weightings, for the annual bonus plan and LTIP
The Committee also retains the ability to adjust the targets and/or
set different measures and alter weightings for the annual bonus
plan and to adjust targets for the LTIP if events occur (e.g. material
divestment of a Group business) which cause it to determine that
the conditions are no longer appropriate and the amendment is
required so that the conditions achieve their original purpose and
are not materially less difficult to satisfy. The Committee has
discretion to override incentive pay outcomes in the event that
payouts are not considered reflective of overall Company
performance having applied the performance conditions for
theannual bonus and LTIP.
CEO AND CFO REWARDS SCENARIO ANALYSIS
The bar charts below illustrate the potential pay opportunities for
Executive Directors under three different scenarios for 2022. The
CEO’s remuneration has been converted into pounds sterling using
the average exchange rate for 2022 ($1.2392:£1.00).
Fixed: comprises fixed pay, being the value of salary, benefits
and pension (based on 2022 Company contributions)
On target: the amount receivable assumes performance in which
50% of annual bonus is payable and 50% of LTIP awards vest.
Maximum: the maximum amount receivable should all stretch
targets be met and vesting under both the annual bonus scheme
and LTIP is 100%
Maximum with share price growth: in addition, we have provided
an illustration of the maximum outcome assuming 50% share
price appreciation for the purpose of the LTIP value
The LTIPs also relate to awards to be made in 2023 rather than any
awards vesting in 2023.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
137
RECRUITMENT POLICY
For Executive Director recruitment and/or promotion situations, the Committee will follow the policy outlined below:
Element Policy
BASIC SALARY
Basic salary levels will be set in accordance with the Companys Remuneration Policy, taking into account
the experience and calibre of the individual (e.g. typically around market rates prevalent in companies of
comparable size and complexity) or salary levels may be set below this level (e.g. if the individual was
promoted to the Board). Where it is appropriate to offer a below market rate of pay initially, a series of
increases to the desired salary positioning may be given over the following few years subject to individual
performance and development in the role.
BENEFITS
New Directors may be entitled to benefits such as life assurance, private medical health insurance, cover for
dental costs, accidental death and disablement, long term disability and provision of either a company car (for
business and personal purposes) or a car allowance, club membership or any other appropriate benefit as the
Committee reasonably determines.
Where necessary, the Committee may approve the payment of reasonable relocation expenses to facilitate
recruitment for a maximum period of 12 months.
PENSION
Any new Executive Directors will have their pension level set to be aligned with the appropriate wider
workforce rate (currently 8% of salary).
ANNUAL BONUS
The annual bonus would operate as outlined for current Executive Directors but, where necessary to aid
recruitment, the maximum bonus opportunity is 200% of basic salary for the life of this policy. Bonus will be
pro-rated for the proportion of the year served. Depending on the timing and responsibilities of the
appointment, it may be necessary to set different performance measures and targets initially.
LO NG T E R M
INCENTIVES
Awards under the LTIP will be granted in line with the policy outlined for the current Executive Directors on
an annual basis but, where necessary to aid recruitment, the maximum award is 250% of basic salary for
the life of this policy.
An award may be made shortly after an appointment (subject to the Company not being in a prohibited
period). For an internal hire, existing awards would continue over their original vesting period and remain
subject to their terms as at the date of grant. In addition, if the grant of awards for that individual precedes
his or her appointment as a Board Director for that financial year, the Committee’s policy would include
flexibility to top up awards for that year (subject to the overall individual salary limit) based on the executive’s
new salary.
BUYOUT AWARDS
In the case of an external hire, if it is necessary to buy out incentive pay or benefit arrangements which
would be forfeited on leaving the previous employer), this would be provided for, taking into account the
form (cash or shares), timing and expected value (i.e. likelihood of meeting any existing performance criteria)
of the remuneration being forfeited.
Replacement share awards may be granted using the Company’s LTIP (up to the individual limit) or outside
of the LTIP if necessary and as permitted under the Listing Rules.
INTERIM
APPOINTMENTS
Where a Director is appointed on an interim basis (e.g. to cover a role until a permanent successor is
appointed), the Company may pay additional remuneration to an individual in line with the policy for the role.
Directors’ Remuneration report continued
Annual Report and Accounts 2022
Elementis plc
138
OUTSIDE BOARD APPOINTMENTS
The Company’s policy is to support executives should they wish to
take on an external board appointment, provided that there is no
conflict of interest and the role does not interfere with the
executive’s commitment or duties. If an executive does take on an
external appointment, they may retain any fees paid and will be
restricted generally to only one such external appointment.
SERVICE CONTRACTS
Executive Directors’ service contracts contain a termination notice
period not exceeding 12 months.
Name Date of contract* Notice period
Paul Waterman, CEO 6 November 2015 12 months
Ralph Hewins, CFO 27 June 2016 12 months
* The date of the service contract is not the same as the date of
appointment, which for Paul Waterman was 8 February 2016 and Ralph
Hewins 12 September 2016.
Copies of the Executive Directors’ service contracts are available
for inspection at the Company’s registered office during normal
business hours and will be available for inspection at the AGM.
POLICY ON PAYMENT FOR LOSS OF OFFICE
TERMINATION PAYMENTS
The maximum amount payable under both the CEO’s and CFO’s
contract is basic salary, benefits and pension for 12 months while
each serves his notice period. For the Executive Directors, the
terms covering termination were agreed at the date their contracts
were made and both are required to mitigate their loss in the event
of loss of office by making efforts to secure a new position.
The Company may pay compensation in lieu of the notice period
ofbasic salary only, to be paid in monthly instalments (pro-rated
for the actual notice period). This would apply if the Company
terminates his/her contract for any reason other than for cause,
orif he/she serves notice to terminate his/her contract in
12 months’ time.
Payments in lieu of notice to both the CEO and CFO may be
reduced or ceased if either secures a new position. In both cases,
the payments will only be ceased if the salary in a new position is
equal to or more than the salary on termination; if not, the monthly
payments will be reduced by the gross salary earned by the CEO
or CFO in his/her new position each month.
The above summary only addresses contractual rights to
payments in lieu of notice, or during the relevant Director’s notice
period, and may not reflect any settlement or compromise sums
which are separately agreed at the point of termination.
TREATMENT OF INCENTIVE PLANS
ANNUAL BONUS PLAN
If an Executive Director resigns and serves his/her notice period,
the Committee retains discretion to make a pro-rata payment
based on performance. The same applies in certain circumstances
such as if the individual’s employment is terminated on the
grounds of ill health or disability. No bonus is payable for
termination for cause.
In line with the Company’s policy, rules of the annual bonus
scheme incorporate a requirement to defer half of the amount of
bonus vesting for two years in the form of share awards under the
Deferred Share Bonus Plan. In certain ‘good leaver’ circumstances
(e.g. ill health, death), the Committee, acting fairly and reasonably,
may waive deferral.
DEFERRED SHARE BONUS PLAN
If an Executive Directors employment is terminated before a
deferred share award vests (after two years), then the awards
would vest in full on the date of leaving unless termination is for
cause, in which case the awards would lapse.
LTIP
As with the annual bonus plan, the Company’s current
(andproposed) LTIP also includes a number of discretions
inconnection with an Executive Director leaving employment.
Otherthan in certain defined ‘good leaver’ circumstances, awards
lapse on cessation of employment. Where an individual ceases
employment for one of the defined ‘good leaver’ events (i.e. ill
health, disability, redundancy within the meaning of UK legislation
or its overseas equivalent, transfer out of the Group/sale of
business or retirement with employers consent and, in the case of
the new LTIP, any other reason at the discretion of the Committee),
the award will remain eligible to vest on its normal vesting date
(unless the Committee uses its discretion to vest the award on the
date of cessation of employment), in all cases subject to a pro-rata
reduction to reflect the portion of the vesting period that has
elapsed (unless the Committee determines otherwise) and the
application of the performance condition. In the event of a death
ofan Executive Director, the default is for the award to vest at the
date of death unless the Committee determines otherwise, in
which case it will vest at the normal vesting date with pro-rating
and performance conditions applied as described in other ‘good
leaver’ circumstances.
Similar provisions apply in the event of a change of control,
withperformance measured up to the date of the relevant
event,and a pro-rata reduction applying unless the Committee
determines otherwise.
It is the Committee’s policy to exercise these discretions in a way
that would be in the best interests of the Company and depending
on the individual circumstances of each case.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
139
PAYMENTS AGREED PRIOR TO THE EFFECTIVE DATE OF THIS POLICY
Any agreements entered in good faith prior to the commencement of the 2022 Remuneration Policy will remain eligible to operate on their
original terms.
NON-EXECUTIVE DIRECTORS’ TERMS OF APPOINTMENT
Non-Executive Directors are appointed for a three year term, subject to annual re-election by shareholders. For Non-Executive Directors
who have served for nine years or more, they may be appointed for a further year at a time. Each letter of appointment currently provides
that the Director’s appointment can be terminated by the Company on six months’ notice on any grounds without claim for compensation.
Following the 2018 AGM, the letters of appointment of the Non-Executive Directors were amended to 30 days’ notice by either party,
which is the application of the new Remuneration Policy where a limit of up to three months is permitted. All other terms will remain the
same. The Chair’s letter of appointment will remain with a six months’ notice period.
Non-Executive Directors are not eligible to participate in any pension, bonus or share incentive schemes. No individual is allowed to vote
on his/her own remuneration.
The table below provides further details of the letters of appointment that the Non-Executive Directors held with the Company during 2022.
Name Date of appointment Date of last re-appointment Date of expiry
Non-Executive Director
D Deuring 1 March 2017 1 March 2020 1 March 2023
2
S Good 20 October 2014 20 October 2020 20 October 2023
A Hyland
1
1 June 2013 1 June 2019 1 June 2022
J O’Higgins 4 February 2020 n/a 4 February 2023
2
G Schoolenberg 15 March 2022 n/a 15 March 2025
C Soden 1 November 2020 n/a 1 November 2023
C Woon 1 December 2022 n/a 1 December 2025
1 Anne Hyland retired from the Board on 26 April 2022.
2 Dorothee Deuring and John O’Higgins’ reappointments were approved by the Nomination Committee on 6 December 2022.
SHAREHOLDER ENGAGEMENT
The views of shareholders are important to the Committee. Regular dialogue and engagement with the Company’s shareholders is
undertaken. For example, the Committee wrote to its major shareholders and the leading advisory bodies in 2021 with the proposed
changes to the Policy and its operation going forward. In particular, the Committee has introduced a post cessation of employment share
ownership guideline in response to shareholder views which will apply from 2022.
Directors’ Remuneration report continued
Annual Report and Accounts 2022
Elementis plc
140
ANNUAL REPORT ON REMUNERATION (‘REPORT’)
This Report details how the Company’s policies and practices on Directors’ remuneration were applied in respect of the financial year
ended 31 December 2022 and how they will be applied in the 2023 financial year.
REMUNERATION PAYABLE TO DIRECTORS FOR 2022 (AUDITED)
Although the Company reports its results in US dollars, the remainder of this report on remuneration is presented in pounds sterling
because the majority of the Directors are UK based and paid in pounds sterling.
A breakdown of the Directors’ remuneration for the year ended 31 December 2022 is set out in the table below.
Fixed
Performance
related
£’000 Year
Salary/
fees Benefits
2
Pension
To t a l
fixed Bonus
11
LTIP Other
3
To t a l
variable Total
Executive Directors
Paul Waterman
1
, CEO 2022 778 85 171 1,034 903 235 42 1,180 2,214
2021 679 89 165 933 976 37 1,013 1,946
Ralph Hewins, CFO 2022 381 28 85 494 373 100 18 491 985
2021 369 27 88 484 442 442 926
Non-Executive Directors
John O’Higgins, Chair 2022 199 199 199
2021 107 107 107
Dorothee Deuring 2022 54 54 54
2021 52 52 52
Steve Good
6
2022 66 66 66
2021 64 64 64
Anne Hyland
7
2022 20 20 20
2021 61 61 61
Trudy Schoolenberg
8
2022 50 50 50
2021
Christine Soden
9
2022 65 65 65
2021 57 57 57
Clement Woon
10
2022 4 4 4
2021
Former Directors
Andrew Duff
5
, former Chair 2022
2021 133 133 133
Total 2022 1,617 113 256 1,986 1,276 335 60 1,671 3,657
Total 2021 1,522 116 253 1,891 1,418 0 37 1,455 3,346
1 Paul Waterman is based in the US and paid in US dollars. He received an annual salary of $964k (2021: $936k). His pension comprises a salary supplement
and employer contributions to defined contribution retirement schemes. The foreign exchange rate applied is the 2022 average rate of $1.2392:£1.00 (2021:
$1.3777:£1.00).
2 Taxable benefits for Paul Waterman consist of a car allowance (£18,523), private healthcare (£5,409), dental, life assurance, accidental death and
disablement cover and long term disability insurance (£36,862), and tax advice (£24,209). The tax advice benefit allows appropriate tax filings to be made in
both the UK and US as a result of Company business travel requirements during 2020/21, which exceeded the normal business expectations agreed on
appointment and gave rise to the need for dual filings. Taxable benefits for Ralph Hewins consist of a car allowance (£18,000), private healthcare and life
assurance.
3 As required by remuneration reporting regulations, the valuation of Paul Waterman’s US Savings Related Share Option Scheme (SRSOS) award and Ralph
Hewins’ SAYE grant are based on the face value of shares at grant (September 2022), less the exercise price. There are no performance measures for either
the SRSOS or SAYE.
4 John O’Higgins was appointed Chair on 1 September 2021, having been appointed Non-Executive Director on 4 February 2020 and Senior Independent
Director on 29 April 2020.
5 Andrew Duff stepped down as Chair on 1 September 2021.
6 Steve Good was appointed Senior Independent Director upon John O’Higgins’ appointment as Chair until 26 April 2022.
7 Anne Hyland stepped down from the Board on 26 April 2022.
8 Trudy Schoolenberg was appointed a Non-Executive Director on 15 March 2022 and assumed the role of Senior Independent Director at the conclusion of
the 2022 AGM held on 26 April 2022.
9 Christine Soden is the Designated Non-Executive Director for workforce engagement and was appointed Audit Committee chair with effect from
26 April2022.
10 Clement Woon was appointed a Non-Executive Director on 1 December 2022.
11 Bonus calculated in line with Director’s Remuneration Policy.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
141
DETERMINATION OF ANNUAL BONUS OUTCOME FOR PERFORMANCE IN 2022 (AUDITED)
This section shows the performance targets set in respect of the 2022 annual bonus scheme and the level of performance achieved.
As detailed in the Chairs Annual Statement, 2022 was a robust year of performance in a challenging market context. In 2022, there has
been continued strategic progress with strong underlying financial performance demonstrated by 34% growth in Adjusted Group profit
before tax versus 2021. Performance on the average trade working capital to sales ratio has however deteriorated to 24.4% as a result
ofcontinued COVID supply chain disruption.
Full details of the bonus assessment for the Executive Directors are set out below. The total bonuses payable based on the performance
achieved are 75% of maximum for the CEO and CFO. The Committee was comfortable with the bonus earned in the context of the
performance delivered and did not consider it necessary to use discretion in relation to the bonus out-turn. Accordingly, and in line with
the Policy, 50% of the bonus payable will be deferred over shares which will be released to the Director after two years and which are
forfeitable for gross misconduct.
FY2022 bonus plan targets
Percentage
of m a x imu m
bonus earned
Percentage of
salary earned
Full year bonus
Relative
weighting of
performance
conditions Threshold Plan Stretch
Ac tua l
result
Percentage
of
maximum
Paul
Waterman
CEO
Ralph
Hewins
CFO
Paul
Waterman
CEO
Ralph
Hewins
CFO
Maximum as % salary 100% 100% 150% 125%
PBT ($m) 50% 82.2 91.3 100.4 103.3 100% 50% 50% 75% 62.5%
AWC (%) 20% 23.8% 21.8% 19.8% 24.4 0% 0% 0% 0% 0%
Non-financial 30%
See disclosure below
and on page 143 25/30 83.3% 25% 25% 37.5% 31.25%
Total full year 100% 75% 75% 112.5% 93.75%
In relation to the targets, 0% is payable at the threshold performance levels, 50% at plan and 100% at the maximum performance level.
Set out on page 143 are the challenging 2022 sustainability and individual strategic objectives and actual performance against the
objectives. The objectives were categorised into two categories: (1) sustainability priorities (15% weighting) and (2) Innovation, Growth
andEfficiency (15% weighting).
Directors’ Remuneration report continued
Annual Report and Accounts 2022
Elementis plc
142
2022 BONUS ASSESSMENT FOR CEO & CFO: NON-FINANCIAL TARGETS
KEY TO SUMMARY SCORING
Achieved in full or predominantly achieved Partially achieved Not achieved
Measure Performance indicator Achievements
Su m m ar y
scoring
SUSTAINABILITY OBJECTIVES
SAFETY, COMPLIANCE,
AND RISK MANAGEMENT
Focus on maintaining and
strengthening responsible
workplace practices
Recordable injuries: Threshold
11; Target 9; Stretch 7
Process safety Tier 1 and Tier
2 events: Threshold 3; Target
2; Stretch 1
Progress on leading Safety
Engagement indicators
Recordable injuries: 9
Process safety Tier 1 and Tier2events: 2
Significant progress on leading Safety
Engagement indicators e.g. stop work
authority, near miss reporting
3/5
DIVERSITY, EQUITY AND
INCLUSION
Build organisational capability
through actions that increase
employee engagement and
createa more diverse, equitable
and inclusive organisation
Gender diversity: material
progress to 40% female
representation in senior
population by 2025
Material improvement in DE&I
Engagement Index
Development of functional and
segment specific DE&I
strategies
Improved gender diversity in senior population
making material progress towards 40% goal
moving from 31% to 34%
Scoring a material improvement in DE&I
Engagement Index increasing from 63% to
67% positive responses
Implemented key DE&I strategies throughout
functions and segments, tracked by DE&I
Leadership Council
5/5
ENVIRONMENTAL
Progress towards 2030
emissionsgoals and minimise
environmental incidents
Materiality assessment
Scope 3 emissions analysis
Net Zero transition strategy
Good progress against environmental initiatives
with GHG emissions dropped by 6% y-o-y.
Intensity metrics impacted by lower volumes
Materiality assessment completed
Corporate Scope 3 assessmentcompleted
Net Zero Transition Plan agreed
4/5
STRATEGIC OBJECTIVES
INNOVATION
Develop new products to deliver
future revenue growth
New product launches
Innovation revenue
contribution
Targets for pipeline of new products exceeded
with $94m of innovation sales delivered in
2022
Targets for new product launches exceeded
with 18 in 2022 (and over 60 new products
launched since 2019)
Target for a healthy pipeline of opportunities
exceeded
Targets for overall innovation revenue below
target with innovation products contributing
13.3% of Group revenue driven by Talc
performance being below target but with
Coatings and Personal Care exceeding targets
3/5
G R O W T H
Underpin future revenue growth
Underpin future revenue
growth through NBO pipeline
leading to>$50m NBO
delivery in 2023 and 2024
Delivered $59m of NBOs in 2022 versus $52m
in 2021, with an increase in NBO pipeline for
2024 and 2025
5/5
EFFICIENCY
Improve efficiency through the
identification of (a) cost savings
of $10m and (b) working capital
reductions of $10m, to be
delivered in 2023
Cost savings
Working capital reduction
> $10m cost savings underpinned across
continuous improvement, procurement,
logistics and India APinitiatives with $4m
delivered in 2022
>$15m of working capital improvements
identified by 2023vs2019 baseline data
5/5
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
143
DIRECTORS’ SHARE BASED AWARDS
DETERMINATION OF 2020 LTIP AWARDS (AUDITED)
Under the 2020 award, the performance is assessed against EPS growth, relative TSR and cash conversion performance metrics, as
summarised below. The EPS growth and average operating cash conversion over the performance period was above the threshold target,
however the relative TSR threshold targets were not met. Overall this has resulted in 11.1% of the award vesting. The Committee considers
this to be in line with underlying performance.
In determining vesting, the Committee considered:
ROCE over the performance period. ROCE increased by 19% in challenging market conditions and as such the Committee confirmed
the formulaic outcome
The potential for windfall gains, and concluded that the value on vesting of the 2020 awards did not benefit from windfall gains.
In reaching this conclusion, the Committee noted that it had reduced the 2020 awards at grant by 33% in light of the lower share price at
grant versus 2019 to mitigate the potential for any windfall gains and also that following the first half of 2020 our share price recovery had
been consistent through the balance of the three year performance period (i.e. performance has been a result of robust underlying
financial performance as opposed to any short term change in market sentiment). Accordingly, the Committee did not use any discretion
in connection with the 2020 award.
Performance metric Weighting
Threshold
target
Threshold
payout
Maximum
target
Elementis
achievement Payout
EPS growth 33.3% 3% p.a. 0% 12% p.a.
4.2%
Above threshold 4.32%
Three year operating cash
conversion 33.3% 85% 0% 95% 87% 6.77%
Above threshold
Relative TSR vs FTSE All-
ShareIndex 33.3% Median 3.85% Upper quartile Below threshold 0%
Based on this performance assessment, the table below illustrates the value receivable under the 2020 awards. Any shares vesting will be
subject to a two year holding period.
Award holder
Number of
awa r ds
granted
Payout (% of
maximum)
Number of
shares due to
vest
Value from
share price
increase
1
Va lu e o f
dividend
equivalents
2,3
Total value
vesting
3
Paul Waterman 2,024,856 11.1% 224,509 £70,271 £0 £235,285
Ralph Hewins 862,469 11.1% 95,628 29,932 £0 £100,218
1. Value of share price increase based on a £0.735 share price at the time of grant of the award compared with the three month average share price of £1.048
to 31 December 2022. The Committee is comfortable that discretion is not required as a result of share price appreciation.
2. Value of dividend equivalents estimated based on dividends until 31 December 2022.
3. Value of shares based on a three month average share price of £1.048 to 31 December 2022. This value will be restated next year based on the actual share
price on the date of vesting.
Directors’ Remuneration report continued
Annual Report and Accounts 2022
Elementis plc
144
ANNUAL LTIP AWARDS GRANTED IN THE YEAR (AUDITED)
On 04 April 2022, LTIP awards were granted in line with the Remuneration Policy. The CEO was granted an award over shares to the value
of 200% of salary and 175% of salary for the CFO. Share awards will ordinarily vest after three years, with any shares vesting (other than
those sold to meet associated tax liabilities) subject to a two year holding requirement.
Details of the main terms of the 2022 LTIP awards are summarised in the table below.
Award holder Type of share award Grant date Number of awards
Face value of award at
grant (£000s)
1
Paul Waterman
Nil cost (restricted stock
unit) 04.04.2022 1,236,244 1,471
Ralph Hewins Nil cost option 04.04.2022 559,656 666
The awards are subject to EPS, TSR and operating cash conversion performance conditions (equally weighted), each measured over the
three years to 31 December 2024, as shown in the table below.
Performance metric Weighting
Threshold
target
Threshold
payout
Stretch
target
Stretch
payout
End of the
performance
period
EPS 33.3%
FY24 EPS of
10.9
4
cents per
share 0%
FY24 EPS of
14.7
4
cents per
share 100% 31.12.2024
Cash conversion 33.3% 85% 0% 95% 100% 31.12.2024
Relative TSR vs FTSE All-Share
Index 33.3% Median 25% Upper quartile 100% 31.12.2024
1 The share price used to determine the number of awards granted was £1.190, based on the share price on the day prior to grant.
2 Details of deferred bonus and savings based share schemes are shown in the table on the next page.
3 The vesting of the award is also subject to a return on capital employed underpin which requires the Company to consider whether the return generated is in
line with the Board’s expectations and if not, to reduce the vesting to a more appropriate level. The Committee also retains discretion to reduce the number
of shares on vesting should it be considered appropriate, including in the event of a perceived windfall gain.
4 The targets have been restated for the reduced earnings arising from the sale of Chromium in a way that does not advantage or disadvantage participants.
The threshold target has been adjusted from 13.5 cps to 10.9 cps and the maximum from 17.5 cps to 14.7 cps.
SOURCING SHARES FOR OUR SHARE PLANS
Employee share plans comply with the Investment Association’s guidelines on dilution, which provide that overall issuance of shares under
all plans should not exceed an amount equivalent to 10% of the Company’s issued share capital over any ten year period, with a further
limitation of 5% in any ten year period on discretionary plans. Based on the number of awards that remain outstanding as at the year end,
the Company’s headroom for all plans is 4.09% and for discretionary plans is 3.34% of issued share capital.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
145
DIRECTORS’ SCHEME INTERESTS (AUDITED)
The interests of the persons who were Directors during the year in the issued shares of the Company were:
Scheme interests
Interest
type Grant date
O p tio n
price (p) 01.01.22
(A)
Granted
during
2022
E x e rc i se d
during
20 2 2
Lapsed
during
2022 31.12.22
Vested but
unexercised
sh a r e
options
Executive Directors
Paul Waterman LTIP
(A)
01.04.2019 849,282 849,282
DSBP
(B)
05.03.2020 188,130 188,130
LTIP
(A)
07.04.2020 2,037,577 2,037,577
SRSOS
(E)
15.09.2020 63.11 59,188 59,188
LTIP
(A)
06.04.2021 1,079,362 1,079,362
DSBP
(B)
05.03.2022 490,383 490,383
LTIP
(A)
04.04.2022 1,236,244 1,236,244
SRSOS
(E)
20.09.2022 92.31 45,584 45,584
Total scheme interests 4,213,539 1,772,211 247,318 849,282 4,889,150 Nil
Ralph Hewins DSBP
(B)
07.03.2017 7,140 7,140 7,140
RA
(C)
07.03.2017 92,262 92,262 92,262
RA
(D)
07.03.2017 17,458 17,458 17,458
DSBP
(B)
05.03.2018 73,123 73,123 73,123
SAYE
(F)
27.11.2018 163.91 10,981 10,981
DSBP
(B)
06.03.2019 48,865 48,865 48,865
LTIP
(A)
01.04.2019 381,469 381,469
DSBP
(B)
05.03.2020 76,266 76,266 76,266
LTIP
(A)
07.04.2020 862,469 862,469
LTIP
(A)
06.04.2021 515,214 515,214
DSBP
(B)
05.03.2022 213,105 213,105
LTIP
(A)
04.04.2022 559,656 559,656
SAYE
(F)
20.09.2022 88.00 20,454 20,454
Total scheme interests 2,085,247 793,215 392,450 2,486,012 315,114
Notes
(A) LTIP awards are subject to performance conditions. The same relative TSR performance conditions apply in respect of all awards. The EPS target for the
2019 and 2020 awards requires annual growth of 3% to 12%. The EPS target for the 2021 and 2022 awards are based upon fixed cps at threshold and
maximum. The targets have been restated for the reduced earnings arising from the sale of Chromium in a way that does not advantage or disadvantage
participants. For 2021 the threshold target has been adjusted from 10.0 cps to 8.4 cps and the maximum from 13.0 cps to 10.9 cps. For 2022 the threshold
target has been adjusted from 13.5 cps to 10.9 cps and the maximum from 17.5 cps to 14.7 cps. The operating cash conversion performance conditions for
the 2020, 2021 and 2022 awards is based on three year targets between 85% and 95%. These awards ordinarily vest on the third anniversary of the grant
date. Full detail of the vesting conditions for the 2022 awards are set out on page 145.
(B) Conditional share award under the Deferred Share Bonus Plan (DSBP). Structured as restricted stock units for Paul Waterman and nil cost options for
Ralph Hewins. The 2020 DSBP vested on 5 March 2022. Paul Waterman’s tax liability crystallised on vesting which he self funded and he therefore retained
the 188,130 shares. Ralph Hewin’s 2020 DSBP award has vested but has not yet been exercised. For DSBP awards granted in March 2020, the share price
at date of grant was 98.95 pence. The face value of awards at grant were £186,155 and £75,466 for Paul Waterman and Ralph Hewins respectively. Both
Executive Directors recommended and the Committee agreed that no bonus be payable in respect of 2020, therefore no DSBP awards were granted in
2021. For DSBP awards granted in March 2022, the share price at date of grant was 103.8 pence, with the face value of awards at grant of £509,018 and
£221,204 for Paul Waterman and Ralph Hewins respectively.
(C) Replacement Awards structured as nil cost options made under standalone arrangements that borrow terms from the LTIP as amended. In line with
theremuneration forfeited on leaving his former employer, the 2017 award did not have performance conditions, but shares were required to be held
fortwo years.
(D) Replacement Awards structured as nil cost options made under standalone arrangements that borrow terms from the DSBP as amended.
(E) Grant under the Elementis plc US Savings Related Share Option Scheme 2018. The options granted in 2020 became exercisable from 15 September 2022
with an option price of 63.11 pence per share. The options are made pursuant to a two year savings contract and the exercise price is based on the share
price at close of business on 15 September 2020, being the date of the grant. A 2022 grant was made on 20 September 2022 with an option price of 92.31
pence per share.
(F) Options held under the UK SAYE scheme. This is a savings based share option scheme that is not subject to performance conditions. The 2018 grant
vested on 1 January 2022 and 10,981 shares lapsed on 1 July 2022 due to the shares being underwater. A 2022 grant was made on 20 September 2022
with an option price of 88.00 pence per share. Further details on this scheme are shown in Note 26 to the consolidated financial statements on page 208.
Directors’ Remuneration report continued
Annual Report and Accounts 2022
Elementis plc
146
DIRECTORS’ SHARE INTERESTS (AUDITED)
The interests of the Directors (including any connected persons) during the year (and from the year end to 7 March 2023) in the issued
shares of the Company were:
01.01.22
Acquired
during
2022
Disposed
during
2022 31.12.22
Shareholding
level met as
at 31.12.22
Executive Directors
Paul Waterman 794,462 322,318 1,116,780 No
1
Ralph Hewins 59,193 33,802 92,995 No
1
Non-Executive Directors
Dorothee Deuring 26,250 26,250 n/a
Steve Good 62,500 62,500 n/a
Anne Hyland 22,153 22,153 n/a
John O’Higgins 125,600 125,600 n/a
Trudy Schoolenberg n/a
Christine Soden 20,000 10,000 30,000 n/a
Clement Woon 20,000 20,000 n/a
1 As per the Policy, Executive Directors are expected to build up a shareholding that is equal in value to 200% of their basic annual salaries. Share awards
vesting over time will contribute to meeting the shareholder requirement.
The market price of ordinary shares at 31 December 2022 was 120 pence (2021: 131 pence) and the range during 2022 was 88 pence to
147 pence (2021: 108 pence to 161 pence).
As at 31 December 2022, the trustee of the Companys Employee Share Ownership Trust (ESOT) held 258,404 shares (2021: 446,534). As
Executive Directors and as potential beneficiaries under the ESOT, Paul Waterman and Ralph Hewins are deemed to have an interest in
any shares that become held in the ESOT.
As at 7 March 2023, no person who was then a Director had any interest in any derivative or other financial instrument relating to the
Company’s shares and, so far as the Company is aware, none of their connected persons had such an interest. There was no other
change, so far as the Company is aware, in the relevant interests of other Directors or their connected persons.
Other than their service contracts, letters of appointment and letters of indemnity with the Company, none of the Directors had an interest
in any contract of significance in relation to the business of the Company or its subsidiaries at any time during the financial year.
DIRECTORS’ RETIREMENT BENEFITS (AUDITED)
The table below shows the breakdown of the retirement benefits of the Executive Directors, comprising employer contributions to defined
contribution plans and salary supplements paid in cash.
Paul Waterman received a salary supplement and participated in US contractual retirement schemes. Further detail can be found in the
Policy. The amount shown in the table below represents employer matching contributions, and both this and the salary supplement are
included in the Directors’ emoluments table shown on page 141.
Ralph Hewins received a salary supplement in lieu of any other retirement benefit. The amount received is shown in the table below and in
the Directors’ emoluments table.
Defined contribution plans Salary supplement
2022
£’000
2021
£’000
2022
£’000
20 21
£’000
Paul Waterman 40 38 131 126
Ralph Hewins n/a n/a 85 88
Note: The pensions received were in line with the glidepath set out in the 2020 Directors’ Remuneration report and for Paul Waterman included contributions to
his US pension arrangements (which included a tax qualified 401k plan and a non-qualified plan with contributions to these structures varying year to year but
in all cases capped in line with the commitments included in the 2019 Directors’ Remuneration report).
PAYMENTS TO PAST DIRECTORS OR PAYMENTS FOR LOSS OF OFFICE (AUDITED)
There were no payments in the financial year.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
147
TOTAL SHAREHOLDER RETURN PERFORMANCE AND CHANGE IN CEO’S PAY
The graph below illustrates the Companys total shareholder return for the ten years ended 31 December 2022, relative to the FTSE 250
Index, along with a table illustrating the change in CEO pay over the corresponding period. The table also details the payouts for the
annual bonus scheme and LTIP.
As the Company’s shares are denominated and listed in pence, the graph below looks at the total return to 31 December 2022 of £100
invested in Elementis on 31 December 2012 compared with that of the total return of £100 invested in the FTSE 250 Index. This index was
selected for the purpose of providing a relative comparison of performance because the Company is a member of it.
TSR evolution since 2010 (rebased to 100) Elementis plc FTSE 250 index (excl. Investment Trusts)
£
100
150
200
250
50
0
2012 2013 2014 2015 2016 2017 2018 2019 202220212020
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
CEO pay (total remuneration – £’000s) 2,252 1,573 763 1,553
1
2,539 1,229 1,114 1,007 1,946 2,214
Annual bonus payout (% of maximum) 56% 50% 0% 27.5% 93.0% 35.0% 17.3% 0% 93% 75%
LTIP vesting (% of maximum) 100% 65% 0% 91.2%
2
91.4%
3
0% 0% 0% 0% 11.1%
1 Includes remuneration for Paul Waterman and David Dutro for the period in which each was CEO during 2016.
2 Relates to Paul Waterman’s buy-out awards which vested in March 2017.
3 Relates to Paul Waterman’s buy-out awards vesting in March 2018.
CEO TO ALL-EMPLOYEE PAY RATIO
Whilst Elementis is not required to publish a CEO to all-employee pay ratio given it has less than 250 UK employees, voluntary disclosure
of the pay ratio is included below. In line with the relevant legislation, the analysis has been completed using Option A (i.e. actual total
remuneration earned has been used as the basis for comparison).
Whilst this is only based upon 80 UK employees, there is a mix of factory based employees (c.75%) and corporate Head Office
employees. Option A was used as it was deemed the most accurate and prevalent amongst recent FTSE 250 disclosures. The 2022 ratio
is greater than that measured internally for 2021 due to higher than target bonus payouts for the majority of UK employees in 2022, the
much higher ratio of variable pay within the CEO’s overall compensation and the CEO had a small portion of their 2020 LTIP award vest.
Only 10% of UK employees are eligible for LTIP. The ratio is consistent with the pay, reward and progression policies for the Companys
UK employees taken as a whole.
CEO pay ratio 2019 2020 2021 2022
Method A A A A
CEO single figure £1,114 £1,007 £1,946 £2,214
Upper quartile 15 14 23 24
Median 21 19 34 40
Lower quartile 25 23 42 49
Directors’ Remuneration report continued
Annual Report and Accounts 2022
Elementis plc
148
The salary and total pay for the individuals identified at the Lower quartile, Median and Upper quartile positions in 2022 are set out below:
2022 Salary
To t a l
pay
Upper quartile individual £73,041 £92,779
Median individual £51,126 £54,945
Lower quartile individual £41,225 £45,479
RELATIVE IMPORTANCE OF SPEND ON PAY
The table below shows the total remuneration paid across the Group together with the total dividends paid in respect of 2022 and the
preceding financial year.
£m 2022 2021 Change
Remuneration paid to all employees
1
107.4 108.5 -1%
Total dividends paid in the year 0 0 0%
1 See Note 8 to the consolidated financial statements. The amounts for 2022 and 2021 have been converted from dollars into pounds sterling using the
average USD/GBP exchange rates for those years.
PERCENTAGE CHANGE IN THE REMUNERATION OF THE DIRECTORS (UNAUDITED)
The table below shows the change in the Directors’ pay and the corresponding change of these elements across all UK employees within
the Group from 2021 to 2022.
Average percentage
change 2019-20
Average percentage
change 2020-21
Average percentage
change 2021-22
Salary
Ta x a bl e
benefits
A n nu a l
bonus Salary
Ta x a bl e
benefits
A n nu a l
bonus Salary
Ta x a bl e
benefits
A n nu a l
bonus
CEO
1,2,3
2.0% 8.5% 0% 2% 26% 100% 3% -4% -17%
CFO
1,2
2.2% 2.8% 0% 2% 4% 100% 3% 4% -16%
John O’Higgins
4
n/a 131% 86%
Dorothee Deuring 2.2% 2% 3%
Steve Good
5
2.2% 7% 3%
Anne Hyland
6
2.2% 2% -67%
Trudy Schoolenberg
7
Christine Soden
8
n/a 512% 14%
Clement Woon
9
Employees
12
-9.4% 0% 11.1% 100% 1.8% -12%
Former Directors
Sandra Boss
10
2.8%
Andrew Duff
4
2.2% -31%
Nick Salmon
11
2.2%
1 All percentages are based on converting relevant local currencies into pounds sterling using the average rates for the respective year.
2 The Executive Directors recommended and the Committee agreed that no bonuses should be payable in relation to 2020 performance.
3 The 2019-20 year on year change in the CEO’s benefits are driven by increased private medical insurance subscription as a result of a change in coverage,
while changes in employee salary, benefits and bonus are driven by changes to the employee population and movements in exchange rates.
4 Andrew Duff stepped down as Chair on 1 September 2021, with John O’Higgins assuming the role.
5 Steve Good assumed the interim role of SID on 1 September 2021 until April 2022.
6 Anne Hyland retired from the Board in April 2022.
7 Trudy Schoolenberg was appointed Non-Executive Director on 15 March 2022 and assumed the role of SID in April 2022.
8 Christine Soden joined the Board as Non-Executive Director and Designated Non-Executive Director for workforce engagement on 1 November 2020
9 Clement Woon was appointed Non-Executive Director on 1 December 2022.
10 Sandra Boss was appointed as Designated Non-Executive Director for workforce engagement in October 2019 and retired from the Board in April 2020.
11 Nick Salmon retired from the Board in April 2020.
12 Taxable benefit change for all employees globally not shown due to complexities of multiple countries, states, and employment set up treating
benefitsdifferently.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
149
STATEMENT OF SHAREHOLDER VOTING
The resolutions to approve the 2021 Directors’ Remuneration Policy and the 2021 Directors’ Remuneration report were passed by a poll at
the Company’s 2022 AGM held on 26 April 2022. Set out in the table below are the votes cast by proxy in respect of these resolutions.
Votes for % for
Vo t es
against % against
Votes
withheld
1
2021 Directors’ Remuneration report (2022 AGM) 440,775,753 92.91 33,615,247 7.09 47,439
2021 Directors’ Remuneration Policy (2022 AGM) 460,112,804 96.99 14,282,696 3.01 42,939
1 Votes withheld are not included in the final figures as they are not recognised as a vote in law.
OTHER INFORMATION ABOUT THE COMMITTEE’S MEMBERSHIP AND OPERATION
COMMITTEE COMPOSITION
The Chair and members of the Committee are shown on pages 98 to 99, together with their biographical information. Three meetings were
held during 2022 and the attendance of Committee members is shown on page 124.
The Chair, CEO and other Non-Executive Directors who are not members of the Committee have a standing invite to attend, and the CFO
and CHRO also attend meetings by invitation, as appropriate. The Executive Directors are not present when their own remuneration
arrangements are discussed or, if they are, they do not participate in the decision making process.
EXTERNAL ADVISOR
Korn Ferry was appointed as external independent advisor to the Committee in 2017 following a competitive tender process. During 2022,
Korn Ferry provided advice to the Committee in relation to emerging market practice and benchmarking. Through a separate advisory
team to the remuneration advisory team, Korn Ferry provided other human capital related services to the Nomination Committee. The
Committee is therefore satisfied that the advice received was objective and independent. Korn Ferry is a member of the Remuneration
Consultants Group and abides by the voluntary code of conduct of that body, which is designed to ensure objective and independent
advice is given to remuneration committees. More information regarding the role of Korn Ferry in advising the Nomination Committee can
be found on pages 116-117. Fees paid to Korn Ferry for remuneration advisory services in 2022 were £39,630 (excluding VAT) and were
charged on a time and materials basis.
TERMS OF REFERENCE
A full description of the Committee’s terms of reference is available on the Companys website at www.elementis.com.
ACTIVITIES DURING THE YEAR
The Committee ensures that the Policy promotes sustained performance of the Company and is aligned with shareholder interests with
incentive pay based on growing profits and delivering above average total shareholder return. In line with the business operations as a
global specialty chemicals company, our Policy is designed with a bias towards long term performance. In line with this strategy, the
performance metrics are selected to focus on profitable growth and delivering above average total shareholder returns.
The Committee considers the Directors’ remuneration in the context of remuneration practices across the Group, considering pay ratios
(including the CEO pay ratio and gender pay gap), internal relativities, and external benchmarking. The Committee is of the opinion that the
Policy is currently operating as intended, and provides a strong link between Company performance and outturns.
During the Policy review in 2022, the Committee considered the clarity, simplicity, risk alignment, predictability of outcomes,
proportionality and alignment with culture. These are also considered when implementing the Policy. For example, salary increases are
considered in the context of the increases provided to the wider employee population, the measures used in the incentive schemes are
directly linked to the KPIs used within the business, and both the annual bonus and LTIP have clearly defined performance targets.
Shareholders were consulted during the Policy review in 2022, with their views taken into account in agreeing the changes recommended.
Directors’ Remuneration report continued
Annual Report and Accounts 2022
Elementis plc
150
Committee meeting dates Agenda items
February 2022 2019 LTIP performance outcomes
2021 Executive Director bonus awards
2022 LTIP targets/performance conditions and delegated authority to grant the 2022 awards
ELT salary review and bonus payments
CEO pay ratio calculations
Approval of final draft of Directors’ Remuneration report
Investor engagement regarding FY2022 Directors’ Remuneration Policy
July 2022 Market update and Remuneration Policy review discussion proposals
Employee share schemes
December 2022 Update on workforce pay reviews
2023 salary reviews for Paul Waterman and Ralph Hewins
Chair’s fee review
Update on FY 2022 performance against annual bonus targets
Application of Remuneration Policy in 2023
Gender Pay Gap review
Global benefits review
Workforce engagement
Committee terms of reference
Outside of the above meeting dates, the Committee considered and confirmed operational matters in appropriate forums (e.g. the
Executive Directors’ annual bonus targets, and granting of the 2022 LTIP awards).
EVALUATION, TRAINING AND DEVELOPMENT
On an annual basis, the Committee’s effectiveness is reviewed as part of the evaluation of the Board. Following the evaluation last
year,there were no major issues to report. During 2022, Committee members were updated on the latest developments on executive
remuneration and all members received briefings from the Group General Counsel & Company Secretary and the Committee’s
remuneration advisers throughout the year, to keep them updated on topical matters and developments relating to executive
remuneration.
AUDITABLE SECTIONS OF THE DIRECTORS’ REMUNERATION REPORT
The sections of the Annual Report on Remuneration that are required to be audited by law are as follows: Remuneration payable to
Directors for 2022 and Directors’ retirement benefits; and tables headed Annual LTIP awards granted in the year, Directors’ scheme
interests, Directors’ share interests and Directors’ retirement benefits.
Steve Good
Chair, Remuneration Committee
6 March 2023
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
151
Directors’ report
The Directors’ report comprises pages 152 to 154 of this report,
together with the information required to be disclosed referred
tobelow which is incorporated by reference. The Company, in
accordance with Section 414(C)(11) of the Companies Act 2006, has
chosen to set out certain information required to be included in the
Directors’ report in the Strategic report. Such information is identified
in the table below. The Governance report is set out on pages 96
to 155. Information from the consolidated financial statements
referred to in this Directors’ report is incorporated by reference.
Disclosure of information under Listing Rule 9.8.4
Carbon emissions, energy consumption and
energy efficiency Pages 52-60
Corporate Governance Framework Page 103
Directors’ share interests and remuneration
Pages 141,
147
Directors’ training and development Page 112
Employee equality, diversity and inclusion Page 65
Employee engagement Page 64
Environmental matters Pages 36-70
Financial instruments and financial risk management Pages 86-89
Innovation, Growth and Efficiency strategy Pages 24-25
Long term incentive schemes Page 125
Membership of Board Pages 98-99
Modern Slavery Statement Page 68
Non-financial information Page 71
Principal risks Pages 90-94
Results and dividend Pages 76-81
Section 172(1) statement Pages 74-75
Stakeholder engagement
Pages
72-73,106
Statement of Directors’ responsibilities Page 155
Sustainability Pages 36-38
Viability and going concern statement Page 95
Waiver of dividends Pages 153
DIRECTORS
DIRECTORS AND THEIR INTERESTS
The biographical details of the Directors of the Company who
heldoffice during the year, and up to the date of the signing of
thefinancial statements, are set out on pages 98 and 99. Anne
Hyland also served during the year but stepped down from her role
as independent Non-Executive Director at the AGM on 26 April 2022.
Two new Directors have joined the Board during the year, Trudy
Schoolenberg as Senior Independent Director on 15 March 2022
and Clement Woon as Non-Executive Director on 1 December 2022.
APPOINTMENT AND REPLACEMENT OF DIRECTORS
The Articles of Association (the ‘Articles’) give the Directors power
to appoint and replace Directors. Under the terms of reference of
the Nomination Committee, appointments are recommended by
the Nomination Committee for approval by the Board. In line with
the UK Corporate Governance Code, the Articles also require all
The Directors present the Annual Report and Accounts
together with the audited consolidated financial statements
ofthe Company, and the Group, for the year ended
31December 2022.
Directors to retire and submit themselves for election at each AGM
except for any Director appointed by the Board after the notice of
the AGM has been given. The service contracts of the Executive
Directors and letters of appointment of the Non-Executive
Directors are available for inspection at the Companys
registeredoffice.
DIRECTORS’ POWERS
The business of the Company is managed by the Board who may
exercise all the powers of the Company, subject to the Company’s
Articles, the Companies Act 2006 and any special resolution of
theCompany. The exercise of certain powers, including in relation
to the issuing or buying back of shares, requires authority from
theCompany’s shareholders. The Articles may only be amended
by special resolution of the Company at a general meeting of
itsshareholders.
DIRECTORS’ CONFLICTS OF INTEREST
Ralph Hewins is in receipt of a conflict authorisation from the
Company in respect of him acting as a trustee of the Elementis
Group Pension Scheme.
The conflict authorisation enables Ralph Hewins to continue
toactas a trustee notwithstanding that this role could give rise
toasituation in which there is a conflict of interest. The Board
considers that it is appropriate for the trustees of the UK pension
scheme to benefit from the financial expertise of the CFO and that
his contribution at trustees’ meetings demonstrates the Board’s
commitment to supporting the UK pension scheme. The Board’s
conflict authorisation is subject to annual review and, under the
terms of the conflict authorisation, reciprocal provisions have
beenput in place with a view of safeguarding information that is
confidential to the Group, as well as to the trustees. Were a conflict
ofinterest to arise, Ralph Hewins isrequired to excuse himself
from reading the relevant papers and absent himself from
participating in relevant discussions. Procedures are in place
toensure compliance with the Companies Act 2006. These
procedures have been complied with during the year. Details
ofanynew conflicts or potential conflicts matters are submitted to
theBoard for consideration and, where appropriate, are approved.
Authorised conflicts and potential conflict matters are reviewed
onan annual basis and more frequently where required.
DIRECTORS’ INSURANCE AND INDEMNITIES
In addition to the indemnity granted by the Company to Directors
inrespect of the liabilities incurred as a result of their office, a
Directors’ and Officers’ liability insurance policy is maintained
throughout the year. Neither the indemnity nor the insurance
provides cover in the event that a Director has proven to have
acted dishonestly or fraudulently. Similar arrangements also
existfor Directors appointed to Group subsidiary entities.
DIRECTORS’ SHARE INTERESTS
The Directors’ interests in the ordinary shares and options of the
Company can be found within the Directors’ Remuneration report
on pages 146 and 147.
Annual Report and Accounts 2022
Elementis plc
152
SHARES
SHARE CAPITAL
As at 31 December 2022, the Companys issued share capital was
584,017,841 ordinary shares, with a nominal value of 5 pence each.
Each issued share carries a voting right of one vote per share. All
of the Companys issued shares are fully paid up and rank equally
in all respects. The rights attached to the shares, in addition to
those conferred on their holders by law, are set out in the
Company’s Articles.
From time to time, the ESOT holds shares in the Company for the
purposes of various share incentive plans and the rights attaching
to them are exercised by independent trustees, who may take
intoaccount any recommendation by the Company. As at
31 December 2022, the ESOT held 258,404 shares in the
Company(2021: 446,534). Adividend waiver is in place in
respectof all shares that may become held by the Trust.
Further details of the authorised and issued share capital during
thefinancial year are provided in Note 17 to the accounts on
page191.
VOTING RIGHTS
In a general meeting of Elementis, the provisions of the Companies
Act 2006 apply in relation to voting rights, subject to the provisions
of the Articles and to any special rights or restrictions as to voting
attached to any class of shares in Elementis (of which there
arenone).
Shareholders are entitled to attend and vote at any general meeting
of the Company and a poll will be held on every resolution. Every
member present in person or by proxy has, upon a poll, one vote for
every share held. In the case of joint holders of a share, the vote of
the senior who tenders a vote, whether in person or by proxy, shall
be accepted to the exclusion of the votes of the other joint holders
and, for this purpose, seniority shall be determined by the order
inwhich the names stand in the Register of Members in respect
ofthe joint holding.
Full details of the deadlines for exercising voting rights in respect
ofthe resolutions to be considered at the Annual General Meeting
to be held on 26 April 2023 will be set out in the Notice of Annual
General Meeting.
DIVIDENDS
The Directors are not recommending the payment of a final
dividend this year.
AUTHORITY TO PURCHASE OWN SHARES
The Company did not purchase any of its ordinary shares
(2021:nil) during the year. All of the Companys 5p ordinary
sharesheld in treasury were issued in satisfaction of awards under
the Company’s share-based incentive plans during the year and
noshares were held in treasury at 31 December 2022 (2021: nil).
A special resolution will be proposed at the forthcoming Annual
General Meeting to renew the Company’s authority to purchase its
own shares in the market up to a limit of 10% of its issued ordinary
share capital. The maximum and minimum prices will be stated
inthe resolution at the date of the Annual General Meeting. The
directors believe that it is advantageous for the Company to have
this flexibility to make market purchases of its own shares. The
directors of the Company may consider holding repurchased shares
pursuant to the authority conferred by this resolution as treasury
shares. This will give the Company the ability to reissue treasury
shares quickly and cost effectively, and will provide the Company
with additional flexibility in the management of its capitalbase.
Any issues of treasury shares for the purposes of the Company’s
employee share schemes will be made within the 10% anti-dilution
limit set by The Investment Association. The directors will only
exercise this authority if they are satisfied that a purchase would
result in an increase in expected earnings per share and would be
in the interests of shareholders generally.
EMPLOYEE SHARE SCHEMES
The Company operates a number of employee share plans,
detailsof which are set out in Note 26 to the consolidated
financialstatements and on page 146 of the Directors’
Remuneration report.
SUBSTANTIAL SHAREHOLDERS
In accordance with the Disclosure Guidance and Transparency
Rules (DTR), as at 31 December 2022 and 6 March 2023, the
following interests in voting rights over the issued share capital
ofthe Company had been notified.
Ordinary
shares
Percentage
of issued
share
capital*
Nature
of
holding
Ameriprise Financial, Inc.
anditsgroup 57,361,641 9.86
Direct
and
Indirect
SFM UK Management LLP 33,337,634 5.74 Indirect
Franklin Mutual Advisers LLP 29,170,775 5.01 Indirect
Aberdeen Asset
ManagersLimited 23,056,448 4.97 Indirect
Schroders plc 22,517,387 4.91 Indirect
AXA Investment Managers S.A. 23,515,878 4.05 Indirect
Norges Bank 18,322,191 3.14 Direct
Odyssean Investment Trust LLP 18,000,000 3.09 Direct
Blackrock, Inc. Below 5% Below 5% Indirect
FMR LLC Below 5% Below 5% Indirect
* The percentage is as at date of notification
Information provided to the Company pursuant to the DTRs
ispublished on a Regulatory Information Service and on the
Company’s website.
EMPLOYEES
EMPLOYMENT POLICIES AND EQUAL OPPORTUNITIES
Elementis policies seek to create a workplace that has an
openatmosphere of trust, honesty and respect. Harassment
ordiscrimination of any kind based on race, colour, religion,
gender, age, national origin, citizenship, mental or physical
disabilities, sexual orientation, veteran status, or any other
similarlyprotected status is not tolerated. This principle applies
toall aspects of employment, including recruitment and selection,
training and development, promotion and retirement. Employees
are free to join a trade union and participate in collective
bargainingarrangements.
It is also a Group policy for applicants and employees who have
adisability to reasonably accommodate them, where practicable,
and to provide training, career development and promotion, as
appropriate. It is Group policy not to discriminate on the basis of
any unlawful criteria and its practices include prohibition on the
use of child orforced labour.
Elementis supports the wider fundamental human rights of its
employees worldwide, as well as those of our customers and
suppliers, and further details set out in the Supportive Culture
andResponsible Business sections on pages 61-70.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
153
EMPLOYEE COMMUNICATIONS AND INVOLVEMENT
The Company is committed to employee involvement throughout
the business. Employees are kept informed of the performance
and strategy of the Group via email. Videoconference calls are
heldby the CEO to employees worldwide and these serve as
aninformal forum for employees to ask topical questions about
theGroup. Further information can be found on page 63.
RESEARCH AND DEVELOPMENT ACTIVITIES
Innovation is a core strategic priority. Our innovation expertise
andcapability is focused on delivering products that address
ourcustomers needs.
As at 31 December 2022, 100 employees were engaged in global
research and development activities. For further information on our
approach to innovation, please refer to pages 22-23 and 26-27.
During the year ended 31 December 2022, costs relating to
research and development activities were $8m (2021: $7.5m).
ADDITIONAL INFORMATION
GOING CONCERN AND VIABILITY STATEMENT
The Directors consider that the Group and the Company have
adequate resources to remain in operation for the foreseeable
future and have therefore continued to adopt the going concern
basis in preparing the financial statements. The UK Corporate
Governance Code requires the Directors to assess and report on
the prospects of the Group over a longer period. This longer term
viability statement is set out on page 95.
AUDIT INFORMATION
Each Director of the Company on 7 March 2023, the date this
Directors’ report was approved, confirms that so far as they
areaware, there is no relevant audit information of which the
Company’s auditors, Deloitte LLP, are unaware and that they have
taken all the steps that they ought to have taken as a Director to
make themselves aware of any relevant audit information and to
establish that the Company’s auditors are aware of that information.
AUDITORS
Following recommendation by the Audit Committee, resolutions
tore-appoint Deloitte LLP as auditors and to authorise the
AuditCommittee to fix their remuneration will be proposed at
theforthcoming AGM. The remuneration of the auditors for the
yearended 31 December 2022 is fully disclosed in Note 7 to
thefinancial statements on page 184.
ANNUAL GENERAL MEETING
The 2023 AGM will be held at 10.00am on Wednesday 26 April 2023
at the offices of Allen & Overy LLP, One Bishops Square, London,
E1 6AD. Details of the resolutions to be proposed at the AGM are
set out in the Notice of AGM, which has been sent to shareholders
and is available on the Elementis corporate website:
www.elementis.com.
SIGNIFICANT AGREEMENTS – CHANGE OF CONTROL
There are a number of significant agreements which the Company
isparty tothat take effect, alter or terminate in the event of change
of control of the Company. The Company is a guarantor under the
Group’s $150m and €143m long term loans, and $375m RCF and,
inthe event of a change of control, any lender among the facility
syndicate, of which there are 13 with commitments ranging from
$10m to $93m, may withdraw from the facility and thatlender’s
participation in any loans drawn down are required tobe repaid.
The rules of the Company’s various share incentive schemes set
out the consequences of a change of control of the Company on
the rights of the participants under those schemes. Under the rules
of the respective schemes, participants would generally be able
toexercise their options on a change of control, provided that the
relevant performance conditions have been satisfied and, where
relevant, options are not exchanged for new options granted by
anacquiring company.
In the event ofa takeover or other change of control (usually
excluding an internal reorganisation), outstanding awards
underthe Group’s incentive plans vest and become exercisable
(including DSBP cash awards and LTIP awards), to the extent any
performance conditions (ifapplicable) have been met, and subject
to time pro-rating (ifapplicable) unless determined otherwise by
the Board in its discretion, in accordance with the rules of the
plans. In certain circumstances, the Board may decide (with the
agreement oftheacquiring company) that awards will instead be
cancelled inexchange for equivalent awards over shares in the
acquiringcompany.
POLITICAL DONATIONS
The Group made no political donations during the year (2021: $nil).
BRANCHES
As a global Group, Elementis’ interests and activities are held or
operated through subsidiaries, branches, joint arrangements or
associates which are established in, and subject to the laws and
regulations of, many different jurisdictions.
OTHER INFORMATION
Information about the Groups financial risk management and
exposure to financial market risks are set out in Note 23 to the
financial statements on pages 198-202.
EVENTS AFTER THE BALANCE SHEET DATE
On 1 January 2023, the Talc and Coatings segments merged
toform a new segment called Performance Specialties.
On 31 January 2023, the Group completed the sale of its
Chromium business to the Yildirim Group for an enterprise value
of$170m, of which total cash proceeds of $119m were received.
On 31 January 2023, the Group repaid $83m of its US dollar
borrowings and €31.4m of its euro borrowings.
During Feburary 2023, the Group was notified that the
Administrative Court in Finland has revoked its permit for the
expansion of mining operations at the Uutela mine located in
Sotkamo, Finland. The permit was previously issued by the Finnish
Safety and Chemicals Agency, the body empowered to issue such
permits. The Group intends to appeal the decision. If the appeal
were to be unsuccessful, the impact would be to reduce the Talc
ore available to the Group by approximately 6%.
There were no other significant events after the balance sheetdate.
On behalf of the Board:
Anna Lawrence
Group General Counsel & Company Secretary
6 March 2023
Directors’ report continued
Annual Report and Accounts 2022
Elementis plc
154
Directors’ responsibilities
The Directors are responsible for
preparing the Annual Report and the
financial statements in accordance
with applicable United Kingdom law
and regulations. Detailed below are
statements made by the Directors in
relation to their responsibilities:
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
IN RESPECT OF THE ANNUAL REPORT AND
FINANCIAL STATEMENTS
Company law requires the Directors to prepare such financial
statements for each financial year. Under that law, the Directors are
required to prepare the Group financial statements in accordance
with UK-adopted international accounting standards in conformity
with the requirements of the Companies Act 2006 and International
Financial Reporting Standards (IFRSs) as adopted by the UK.
Thefinancial statements also comply with the IFRS as issued
bythe International Accounting Standards Board (IASB).
The Directors have also chosen to prepare the parent company
financial statements in accordance with United Kingdom Generally
Accepted Practice (United Kingdom Accounting Standards and
applicable law) including Financial Reporting Standard 101
Reduced Disclosure Framework – Disclosure exemptions from
EU-adopted IFRS for qualifying entities (FRS 101).
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 for that period.
In preparing the parent company financial statements, the
Directors are required to:
select suitable accounting policies and then apply them
consistently;
make judgements and accounting estimates that are reasonable
and prudent;
state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
prepare the financial statements on the going concern basis
unless it is appropriate to presume that the Company will
continue in business.
In preparing the Group financial statements, International
Accounting Standard 1 requires that the Directors:
properly select and apply accounting policies;
present information, including accounting policies, in
amannerthat provides relevant, reliable, comparable
andunderstandable information;
provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users
tounderstand the impact of particular transactions, other events
and conditions on the entity’s financial position and financial
performance; and
make an assessment of the Companys ability to continue as
agoing concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Companys
transactions and disclose with reasonable accuracy at any time
thefinancial position of the Company and enable them to ensure
that the financial statements comply with the Companies Act 2006.
The Directors are also responsible for safeguarding the assets
ofthe Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic report, Directors’ report,
Directors’ Remuneration report and Corporate Governance
statement which comply with that law and regulations.
The Directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Company’s
website. Legislation in the UK governing the preparation and
dissemination of financial statements may differ from legislation
inother jurisdictions.
DIRECTORS’ RESPONSIBILITY STATEMENT
Each of the Directors, who are appointed at the date of approval
ofthis report, confirm that to the best of their knowledge:
the financial statements, which have been prepared in
accordance with the relevant financial reporting framework,
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;
the Strategic report includes a fair review of the development
and performance of the business and the position of the
Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal
risks and uncertainties that they face; and
the Annual Report and financial statements, taken as a whole,
are fair, balanced and understandable, and provide the
information necessary for shareholders to assess the
Companys position, performance, business model andstrategy.
This responsibility statement was approved by the Board of
Directors on 6 March 2022 and is signed on its behalf by:
Paul Waterman Ralph Hewins
CEO CFO
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
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155
Independent auditor’s report to the members of Elementis plc
1. OPINION
In our opinion:
the financial statements of Elementis plc (the ‘parent company’)
and its subsidiaries (the ‘group’) give a true and fair view of
thestate of the group’s and of the parent company’s affairs
asat31 December 2021 and of the group’s profit for the year
then ended;
the group financial statements have been properly prepared
inaccordance with United Kingdom adopted international
accounting standards and International Financial Reporting
Standards (IFRSs) as issued by the International Accounting
Standards Board (IASB);
the parent company financial statements have been properly
prepared in accordance with United Kingdom Generally
Accepted Accounting Practice, including Financial Reporting
Standard 101 “Reduced Disclosure Framework”; and
the financial statements have been prepared in accordance
withthe requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
the consolidated income statement;
the consolidated statement of comprehensive income;
the consolidated and parent company balance sheets;
the consolidated and parent company statements of changes
inequity;
the consolidated cash flow statement;
the consolidated financial statement related notes 1 to 33; and
the parent company statutory accounts related notes 1 to 11.
Report on the audit of the financial statements
The financial reporting framework that has been applied in the
preparation of the group financial statements is applicable law and
United Kingdom adopted international accounting standards and
IFRSs as issued by the IASB. The financial reporting framework that
has been applied in the preparation of the parent company financial
statements is applicable law and United Kingdom Accounting
Standards, including FRS 101 “Reduced Disclosure Framework”
(United Kingdom Generally Accepted Accounting Practice).
2. BASIS FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
auditors responsibilities for the audit of the financial statements
section of our report.
We are independent of the group and the parent company in
accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the Financial
Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to
listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. The
non-audit services provided to the group and parent company
forthe year are disclosed in note 7 to the financial statements.
Weconfirm that we have not provided any non-audit services
prohibited by the FRC’s Ethical Standard to the group or the
parentcompany.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
3. SUMMARY OF OUR AUDIT APPROACH
Key audit matters The key audit matters that we identified in the current year were:
Impairment of goodwill and intangible assets in relation to the Talc cash generating unit; and
Revenue recognition, including cut off.
Within this report, key audit matters are identified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality The materiality that we used for the group financial statements was $3.8 million (2021: $2.8 million).
Materiality was set on the basis of 5% of forecast adjusted profit before tax from all operations (“adjusted
PBT”) (2021: 5% of forecast adjusted profit before tax). See section 6.1 for more details.
Scoping We have performed full scope audits or audits of specified account balances of seven components which
contribute 95% of the group’s revenue and 95% of the group’s profit before tax.
Significant changes
inourapproach
In the current year we reduced the scope of work previously performed in speciality products operations
in Taiwan and Germany and increased the scope of work performed on speciality product operations
inIndia.
No other significant changes to our approach have been taken.
Annual Report and Accounts 2022
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156
5.1. IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS IN RELATION TO THE TALC CGU
Key audit matter
description
The financial performance of the Talc cash generating unit (CGU) has continued to decline below that forecast
by management in 2021 despite measures taken by management to improve pricing. Talc’s business
performance in 2022 and the future forecast have been impacted by the slowdown in the automotive industry,
the ongoing war in Ukraine affecting demand and by increased distribution and supply chain costs. In
addition, market factors have resulted in an increase in the pre-tax discount rate used to discount forecast
cash flows from 10.0% in 2021 to 12% in 2022. Management recognised an impairment charge of $111.4m,
reducing the goodwill balance of the Talc CGU to nil as at 31 December 2022 (2021: $53.1m). Management
performed an impairment review at 31 October 2022, consistent to prior year. No further impairment indicators
requiring a further impairment review were identified in the period between 31 October 2022 to year end.
As described in note 1 to the financial statements, the annual impairment review involves judgement in relation
to forecasting future cash flows. At the planning stage of our audit, we identified the Talc CGU as being
sensitive to variations in future forecast cash flows and we identified the forecast revenue growth in the
short-term and growth in the levels of contribution margins as key assumptions which could be manipulated
due to fraud.
Management has highlighted impairment of goodwill as a key source of estimation uncertainty and provided
disclosure on the sensitivity of the Talc CGU to reasonably possible changes in key assumptions in note 10.
These significant judgement areas are also referred to within the Audit Committee report on page 121.
4. CONCLUSIONS RELATING
TOGOINGCONCERN
In auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s and
parent company’s ability to continue to adopt the going concern
basis of accounting, included:
evaluating the group’s financing facilities including the nature
offacilities, repayment terms and covenants including the
tightening of the net debt to EBITDA ratio covenant for the
2023 measurement periods onwards. Further information is
setout on page 95 of the annual report;
recalculating and assessing of the amount of forecast headroom
on the loan covenants;
evaluating the reverse stress test prepared by management and
performing a sensitivity analysis to
consider specific scenarios, including a reduction in revenue
and associated profits; and
challenged management on the assumptions used in the cash
flow model used to prepare the going concern forecast. This
includes testing of clerical accuracy of the model, assessment
ofthe historical accuracy of forecasts prepared by management
and reviewing the balance sheet for items which could
potentially result in a cash outflow.
evaluating management’s going concern disclosures in the
financial statements.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
group’s and parent company’s ability to continue as a going
concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In relation to the reporting on how the group has applied the UK
Corporate Governance Code, we have nothing material to add or
draw attention to in relation to the directors’ statement in the
financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
this report.
5. KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which
hadthe greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the
engagement team.
These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
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How the scope of our
audit responded to
the key audit matter
Our procedures included:
Gaining an understanding of the Group and Talc management’s process for developing the short-term cash flow
assumptions and the relevant controls mitigating the risks identified in the impairment process;
Performing sensitivity analysis to identify the key assumptions that have a significant effect on the model as part
of our risk assessment process;
Challenging the period over which the model has been prepared both for the 5 year short-medium term forecast
period and the 65 year long term life ;
Meeting with Talc management to understand and challenge the revenue growth forecasts and the reasons for
the changes to the forecasts in the current year including from the half year reporting date to year end date;
Challenging the key assumptions underpinning management’s forecast revenue and contribution margin growth,
including by reference to past actual performance and available third party evidence; Evaluating management’s
price increases included in the revenue forecasts by tracing them to price changes enacted in FY22.
Considering available market data, as well as inflation and GDP forecasts, to assess and challenge the forecast
sales volume increases and longer term growth rates;
Evaluating the rationale for underperformance in FY22 of the talc CGU and determining if there is a longer term
associated impact.
Evaluating the impact of climate related risks on the forecasts prepared by management.
Assessing the historical accuracy of forecasts by comparing the current period actual trading performance
against the FY22 planned expectations;
Involving our internal valuation specialists to challenge the discount rate applied; this was done by obtaining the
underlying data used in the calculation and benchmarking it against market data and comparable organisations,
and by evaluating the underlying process used to determine the risk adjusted cash flow projections;
Evaluating the integrity of the impairment models through testing of the mathematical accuracy, checking the
application of the input assumptions and testing its compliance with IAS 36; and
Assessing the appropriateness of the reasonable possible change and sensitivity disclosures included by
management in note 10 to the financial statements, challenging management’s choice regarding the
assumptions to be sensitised, and re-performing the underpinning calculations.
Key observations We are satisfied that management’s conclusion that an impairment charge of $111.4m is appropriate ($103.4m
recognised through the profit or loss and $8.0m recognised through OCI due to exchange rate movements) .
We consider the disclosure in the judgements and estimates section of note 1 provided concerning the
impairment of assets in the Talc CGU together with the reasonable possible change sensitivity provided in
note 10 to be appropriate.
5.2. REVENUE RECOGNITION IN RELATION TO CUT OFF
Key audit matter
description
During the year the Group recognised revenue from all operations of $921.4m (2021: $880.1m) and recorded a
cut off adjustment of $11.1m (2021: $12.0m).
At the year end, manual adjustments are made by management for goods which have been despatched but
where, under the terms of sale, the control of the goods has yet to pass to the customer; this is done because
the Group’s systems record revenue on despatch. Management determines the point at which the
performance obligation has been fulfilled based on different shipping terms and estimates the delivery times
to the point at which control passes to the customer. The Group trades globally and a change in the number of
days estimated for shipments to transfer to the customer can have a material impact on the cut off adjustment.
The accounting policy is described in note 1 where this is also included as a critical accounting judgement.
These significant judgement areas are also referred to within the Audit Committee report on page 121.
How the scope of our
audit responded to
the key audit matter
Our procedures included:
Performing walkthroughs of each signficant class of revenue transaction and assessing the design and
effectiveness of key financial controls.
Reviewing and assessing the commercial arrangements, to determine the correct point of revenue recognition
for different shipping arrangements and agreements with customers;
Testing a sample of revenue transactions at each component and obtaining support for appropriate revenue
recognition including shipping documentation and payments received;
Selecting a sample of international shipments made pre-year end for time periods varying by destination port
and therefore transit time for shipments and agreeing these to invoice, shipment and order details and goods
receipt notes;
Engaging our data analytics team to assess the accuracy and formulae of management’s cut off calculations;
Challenging management’s assumptions used in their cut off calculation for reasonableness and consistency
and substantively testing of international shipments both pre and post year-end; and
Testing a sample of post year end credit notes raised to determine if revenue was inappropriately recognised
in 2022.
Independent auditor’s report to the members of Elementis plc continuedIndependent auditor’s report to the members of Elementis plc continued
Report on the audit of the financial statements continued
Annual Report and Accounts 2022
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Key observations We completed our planned audit procedures with no exceptions noted. We are satisfied that that management
has completed appropriate cut off adjustments at the year end to take into account those sales where control
has not transferred.
6. OUR APPLICATION OF MATERIALITY
6.1. MATERIALITY
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of
a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and
in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Parent Company financial statements
Materiality $3.8 million (2021: $2.8 million) $1.1 million (2021: $1.4 million)
Basis for determining
materiality
The materiality that we used for the group financial
statements was $3.8 million (2021: $2.8 million) which
was determined on the basis of 5.0% of adjusted
forecast profit before tax from all operations without
adjustment for amortisation of purchased intangibles
arising on acquisition.
A factor of 3% of net assets was used capped
toanappropriate component materiality of 50%
(2021: 50%) of Group materiality.
Rationale for the
benchmark applied
We have considered the users of the financial
statements when selecting the appropriate benchmark.
Earnings based metrics tend to be of more interest to
the analyst and investor-based communities. Adjusted
profit before tax is a suitable measurement for profit
orientated entities. In determining adjusted profit before
tax, we did not exclude the results from the Chromium
business, because the transaction was completed after
the balance sheet date.
We have used net assets in determining materiality
as we believe this is an appropriate basis for
materiality as it reflects the nature of the parent
company as a holding company and its contribution
to the Group performance.
Adjusted forecast
PBT $76.5M
PBT
Group materiality
Group materiality
$3.8m
Component materiality
range $1.5m to $1.1m
Audit Committee reporting
threshold $0.19m
6.2. PERFORMANCE MATERIALITY
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected
misstatements exceed the materiality for the financial statements as a whole.
Group financial statements Parent Company financial statements
Performance
materiality
60% (2021: 60%) of group materiality 60% (2021: 60%) of parent company materiality
Basis and rationale
for determining
performance
materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.
In determining performance materiality, we considered our past experience of the group and our risk assessment,
including our assessment of the group’s overall control environment. A number of control deficiencies were
identified for the years ended 31 December 2021 and 2022, which were reported to the Audit Committee.
In determining performance materiality for the current year, we therefore considered the value and number
ofcorrected and uncorrected misstatements in the previous year, as well as the likelihood of these recurring
inthe current year. Further discussion regarding the control environment is included in section 7.2.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
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159
6.3. ERROR REPORTING THRESHOLD
We agreed with the Audit Committee that we would report to
theCommittee all audit differences in excess of $191,000 (2021:
$140,000), as well as differences below that threshold that, in our
view, warranted reporting on qualitative grounds. We also report to
the Audit Committee on disclosure matters that we identified when
assessing the overall presentation of the financial statements.
7. AN OVERVIEW OF THE SCOPE OF OUR AUDIT
7.1. IDENTIFICATION AND SCOPING OF COMPONENTS
There are seven components for the 2022 year end audit (2021:
eight), of which the first five below are significant to the Group:
the Talc operation in Netherlands and Finland.
the Chromium operations in the US;
the Chromium operations in the UK;
the Specialty products operations in the US;
the Specialty products operations in the UK;
the Specialty products operations in China; and
the Specialty products operations in India.
In the current year we reduced the scope of work previously
performed in speciality products operations in Taiwan and
Germany and increased the scope of work performed on speciality
product operations in India.
All of these locations were subject to full scope audits or audits
ofspecified accounts balances.
Our audit work on the seven components was executed at levels
ofperformance materiality applicable to each individual entity
which were lower than Group materiality and ranged from
$1.5 million to $1.1 million (2021: $1.2 million to $0.8 million).
The in-scope locations represent the principal business units
within the Group’s operating divisions and account for 95%
(2021: 96%) of the Group’s revenue and 95% (2021: 98%) of
theGroup’s profit/(loss) before tax.
At the parent entity level we also tested the consolidation process
and carried out analytical procedures to confirm our conclusion
that there were no significant risks of material misstatement of the
aggregated financial information of the remaining components not
subject to audit or audit of specified account balances. The parent
company is located in the UK and is audited directly by the Group
audit team.
Revenue Profit before tax Net assets
Full audit scope 90%
Specified audit
procedures
5%
Review at
group level
5%
Full audit scope 92%
Specified audit
procedures
3%
Review at
group level
5%
Full audit scope
91%
Specified audit
procedures
5%
Review at
group level
4%
7.2. OUR CONSIDERATION OF THE CONTROL
ENVIRONMENT
Our audit for the prior period identified a number of control
deficiencies. The nature of these deficiencies primarily related to
the preparation of the goodwill impairment models used and the
precision of the management review controls of those models; and
user access and segregation of duties within the IT systems.
During the current year audit, we noted that actions have been
initiated and in some cases fully implemented by management to
address the deficiencies previously identified.
We have not relied on internal controls during our audit. We have
involved IT specialists to test the design and implementation and
operating effectiveness of general IT controls over the JD Edwards
System. We have evaluated design and implementation of relevant
internal controls over financial reporting, revenue, goodwill
impairment, going concern, tax, inventory and environmental
provisions. As described in the Internal controls and risk
management section of pages 88 and 89, the Audit Committee
willcontinue to oversee the actions taken to monitor and improve
the internal control environment.
7.3. OUR CONSIDERATION OF CLIMATE-RELATED RISKS
Climate change and the transition to a low carbon economy
(“climate change”) were considered in our audit where they have
the potential to directly or indirectly impact key judgements and
estimates within the financial statements. The Group continues to
develop its assessment of the potential impacts of climate change,
as explained in the Chief Executive Officers review within the
strategic report on page 9. Management has disclosed their
climate risk considerations on page 45 primarily in relation to the
keyjudgements and estimates in the assessment of the carrying
value of non-current assets and environmental provisions. The key
judgements and estimates included in the financial statements
incorporate actions and strategies, to the extent they have been
approved and can be reliably estimated in accordance with the
Group’s accounting policies. With the involvement of our ESG
specialists, we assessed this disclosure by performing inquiries
with management and independent industry research, and we did
not identify any climate related material risks of misstatement. We
also considered whether information included in the climate related
disclosures in the Annual Report were materially consistent with
our understanding of the business and the financial statements.
7.4. WORKING WITH OTHER AUDITORS
The Group audit was conducted exclusively by a global network of
Deloitte member firms under the direction and supervision of the UK
Group audit team, with exception of Speciality UK and Chromium
UK operations where the Group audit team performed the audit
without the involvement of a component team. Component auditors
were assigned to perform audit procedures in line with the scoping
of the respective components within their jurisdiction. For the Group
audit, the component auditors focused on components classified for
full scope and specified audit procedures. Further work was
performed at a Group level over the consolidation and components
not in scope. Dedicated members of the Group audit team were
assigned to each component to facilitate an effective and consistent
approach to component oversight.
The planned programme which we designed as part of our
involvement in the component auditor’s work was delivered over
the course of the Group audit. The extent of our involvement which
commenced from the planning phase included:
Setting the scope of the component auditor and assessment
ofthe component auditor’s independence.
Designing the audit procedures for all significant risks to be
addressed by the component auditors and issuing Group audit
instructions detailing the nature and form of the reporting
required by the Group engagement team.
Frequent calls and meetings (including in person meetings) were
heldbetween the Group and component teams and our procedures
Independent auditor’s report to the members of Elementis plc continued
Report on the audit of the financial statements continued
Annual Report and Accounts 2022
Elementis plc
160
included, where appropriate, providing direction on enquiries made by
the component auditors through online and telephone conversations,
a review of each component auditors engagement file by a senior
member of the Group audit team and Group team virtual or in-person
attendance at local component audit close meetings. Component
visits were performed at US and Netherland sites.
8. OTHER INFORMATION
The other information comprises the information included in the
annual report, other than the financial statements and our auditor’s
report thereon. The directors are responsible for the other
information contained within the annual report.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated
inour report, we do not express any form of assurance
conclusionthereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the course of
the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
9. RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors’ responsibilities statement,
the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible
for assessing the group’s and the parent company’s ability to
continue as a going concern, disclosing as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group
or the parent company or to cease operations, or have no realistic
alternative but to do so.
10. AUDITOR’S RESPONSIBILITIES FOR THE
AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about
whetherthe financial statements as a whole are free from
materialmisstatement, whether due to fraud or error, and to
issuean auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
thatan audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis
ofthese financial statements.
A further description of our responsibilities for the audit of
thefinancial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
11. EXTENT TO WHICH THE AUDIT WAS
CONSIDERED CAPABLE OF DETECTING
IRREGULARITIES, INCLUDING FRAUD
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud
is detailed below.
11.1. IDENTIFYING AND ASSESSING POTENTIAL RISKS
RELATED TO IRREGULARITIES
In identifying and assessing risks of material misstatement in respect
of irregularities, including fraud and non-compliance with laws and
regulations, we considered the following:
the nature of the industry and sector, control environment and
business performance including the design of the group’s
remuneration policies, key drivers for directors’ remuneration,
bonus levels and performance targets;
results of our enquiries of management, internal audit, the
directors and the audit committee about their own identification
and assessment of the risks of irregularities including those that
are specific to the group’s sector;
any matters we identified having obtained and reviewed the
Group’s documentation of their policies and procedures
relatingto:
identifying, evaluating and complying with laws and
regulations and whether they were aware of any instances of
non-compliance;
detecting and responding to the risks of fraud and whether they
have knowledge of any actual, suspected or alleged fraud;
the internal controls established to mitigate risks of fraud or
non-compliance with laws and regulations;
the matters discussed among the audit engagement team
including significant component audit teams and relevant
internal specialists, including tax, pensions, IT, financial
instruments, valuation, environmental and IT specialists
regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities
and incentives that may exist within the organisation for fraud
andidentified the greatest potential for fraud in the following area:
impairment of goodwill and intangibles for the Talc cash generating
unit. In common with all audits under ISAs (UK), we are also
required to perform specific procedures to respond to the risk
ofmanagement override.
We also obtained an understanding of the legal and regulatory
frameworks that the group operates in, focusing on provisions
ofthose laws and regulations that had a direct effect on the
determination of material amounts and disclosures in the financial
statements. The key laws and regulations we considered in this
context included the UK Companies Act, Listing Rules, pensions
legislation, and tax legislation and the sector it operates in.
In addition, we considered provisions of other laws and regulations
that do not have a direct effect on the financial statements but
compliance with which may be fundamental to the group’s ability
to operate or to avoid a material penalty which included
environmental regulations.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
161
11. EXTENT TO WHICH THE AUDIT
WASCONSIDERED CAPABLE OF
DETECTINGIRREGULARITIES,
INCLUDINGFRAUD CONTINUED
11.2. AUDIT RESPONSE TO RISKS IDENTIFIED
As a result of performing the above, we identified impairment of
goodwill and intangibles for the Talc cash generating unit as a key
audit matter related to the potential risk of fraud. The key audit
matters section of our report explains the matter in more detail and
also describes the specific procedures we performed in response
to that key audit matter.
In addition to the above, our procedures to respond to risks
identified included the following:
reviewing the financial statement disclosures and testing to
supporting documentation to assess compliance with provisions
of relevant laws and regulations described as having a direct
effect on the financial statements;
enquiring of management, the audit committee and in-house
legalcounsel concerning actual and potential litigation
andclaims;
performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material
misstatement due to fraud;
reading minutes of meetings of those charged with governance,
reviewing internal audit reports and reviewing correspondence
with HMRC and environmental regulators; and
in addressing the risk of fraud through management override
ofcontrols, testing the appropriateness of journal entries and
other adjustments; assessing whether the judgements made in
making accounting estimates are indicative of a potential bias;
and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course
ofbusiness.
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members
including internal specialists and significant component audit
teams, and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit.
Independent auditor’s report to the members of Elementis plc continued
Report on the audit of the financial statements continued
Report on other
legal and regulatory
requirements
12. OPINIONS ON OTHER MATTERS
PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the part of the directors’ remuneration report to
beaudited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
theaudit:
the information given in the strategic report and the directors’
report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared
in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and
the parent company and their environment obtained in the course
of the audit, we have not identified any material misstatements in
the strategic report or the directors’ report.
13. CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the directors’ statement in
relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Groups
compliance with the provisions of the UK Corporate Governance
Code specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
the directors’ statement with regards to the appropriateness
ofadopting the going concern basis of accounting and any
material uncertainties identified set out on page 95;
the directors’ explanation as to its assessment of the Group’s
prospects, the period this assessment covers and why the
period is appropriate set out on page 95;
the directors’ statement on fair, balanced and understandable
set out on page 155;
the board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
pages88-89;
the section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on page 88-89; and
the section describing the work of the audit committee set out
on pages 119-123.
Annual Report and Accounts 2022
Elementis plc
162
14. MATTERS ON WHICH WE ARE REQUIRED
TOREPORT BY EXCEPTION
14.1. ADEQUACY OF EXPLANATIONS RECEIVED AND
ACCOUNTING RECORDS
Under the Companies Act 2006 we are required to report to you if,
in our opinion:
we have not received all the information and explanations we
require for our audit; or
adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been
received from branches not visited by us; or
the parent company financial statements are not in agreement
with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. DIRECTORS’ REMUNERATION
Under the Companies Act 2006 we are also required to report if in
our opinion certain disclosures of directors’ remuneration have not
been made or the part of the directors’ remuneration report to be
audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15. OTHER MATTERS WHICH WE ARE REQUIRED
TO ADDRESS
15.1. AUDITOR TENURE
Following the recommendation of the audit committee, we were
appointed by the Board on 27 April 2016 to audit the financial
statements for the year ending 31 December 2016 and subsequent
financial periods. The period of total uninterrupted engagement
including previous renewals and reappointments of the firm is
seven years, covering the years ending 31 December 2016 to
31 December 2022.
15.2. CONSISTENCY OF THE AUDIT REPORT WITH THE
ADDITIONAL REPORT TO THE AUDIT COMMITTEE
Our audit opinion is consistent with the additional report to the
audit committee we are required to provide in accordance with
ISAs (UK).
16. USE OF OUR REPORT
This report is made solely to the company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state
to the company’s members those matters we are required to state
to them in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the
company’s members as a body, for our audit work, for this
report,or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure
Guidance and Transparency Rule (DTR) 4.1.14R, these financial
statements form part of the European Single Electronic Format
(ESEF) prepared Annual Financial Report filed on the National
Storage Mechanism of the UK FCA in accordance with the ESEF
Regulatory Technical Standard (‘ESEF RTS’). This auditor’s report
provides no assurance over whether the annual financial report has
been prepared using the single electronic format specified in the
ESEF RTS.
Lee Welham FCA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Cambridge, United Kingdom
6 March 2022
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
163
Consolidated income statement
For the year ended 31 December 2022
NOTE
2 0 2 2
$m
2021
1
$m
Revenue 2 736.4 709.4
Cost of sales (437.5) (420.4)
Gross profit 298.9 289.0
Distribution costs (125.0) (126.1)
Administrative expenses (215.7) (151.0)
Operating (loss)/profit 2 (41.8) 11.9
Loss on disposal 32 (1.7)
Other expenses
2
25 (1.3) (2.0)
Finance income 3 9.9 11.0
Finance costs 4 (21.6) (26.7)
Loss before income tax (54.8) (7.5)
Tax 6 (7.8) (0.4)
Loss from continuing operations 7 (62.6) (7.9)
Profit from discontinued operations 32 11.5 10.4
(Loss)/profit for the year (51.1) 2.5
Attributable to:
Equity holders of the parent (51.1) 2.5
EARNINGS PER SHARE
From continuing operations
Basic loss (cents) 9 (10.7) (1.4)
Diluted loss (cents) 9 (10.7) (1.4)
From continuing and discontinued operations
Basic (loss)/earnings (cents) 9 (8.8) 0.4
Diluted (loss)/earnings (cents) 9 (8.8) 0.4
1 2021 has been represented following the classification of the Chromium business as a discontinued operation, see Note 32 for further details.
2 Other expenses comprise administration expenses for the Group’s pension schemes.
Consolidated statement of comprehensive income
For the year ended 31 December 2022
NOTE
2 0 2 2
$ m
2021
1
$m
(LOSS)/PROFIT FOR THE YEAR
(51.1) 2.5
OTHER COMPREHENSIVE INCOME:
Items that will not be reclassified subsequently to profit and loss:
Remeasurements of retirement benefit obligations 25 (18.5) 64.3
Deferred tax associated with retirement benefit obligations 5.3 (14.6)
Items relating to discontinued operations, net of tax 25 0.3 (0.8)
Items that may be reclassified subsequently to profit and loss:
Exchange differences on translation of foreign operations 22 (100.9) (29.1)
Effective portion of change in fair value of net investment hedge 22 46.2 10.7
Tax associated with change in fair value of net investment hedge (2.8) 1.8
Tax associated with changes in cashflow hedges 0.8 (0.4)
Recycling of deferred foreign exchange gains on disposal (0.4)
Effective portion of changes in fair value of cash flow hedges 22 (2.6) (0.1)
Fair value of cash flow hedges transferred to income statement 22 1.6 2.7
Exchange differences on translation of share options reserves (0.9)
Other comprehensive (loss)/income (71.5) 34.1
Total comprehensive (loss)/income for the year (122.6) 36.6
Attributable to:
Equity holders of the parent (122.6) 36.6
1 2021 has been represented following the classification of the Chromium business as a discontinued operation, see Note 32 for further details.
Annual Report and Accounts 2022
Elementis plc
164
Consolidated balance sheet
As at 31 December 2022
Note
2 0 2 2
31 December
$m
20 21
31 December
$m
NON-CURRENT ASSETS
Goodwill and other intangible assets 10 660.2 815.7
Property, plant and equipment 11 386.4 499.7
Tax recoverable 30 17.5 19.7
Financial assets 21 1.3
Deferred tax assets 16 24.8 28.0
Net retirement benefit surplus 25 26.4 56.6
TOTAL NON-CURRENT ASSETS 1,116.6 1,419.7
CURRENT ASSETS
Inventories 12 182.0 186.1
Trade and other receivables 13 94.9 138.9
Financial assets 21 10.7 0.2
Current tax assets 7.0 7.1
Cash and cash equivalents 20 54.9 84.6
TOTAL CURRENT ASSETS 349.5 416.9
Assets classified as held for sale 32 160.9
TOTAL ASSETS 1,627.0 1,836.6
CURRENT LIABILITIES
Bank overdrafts and loans 19 (2.7)
Trade and other payables 14 (135.4) (161.0)
Financial liabilities 21 (3.3) (1.4)
Current tax liabilities (20.2) (17.4)
Lease liabilities 24 (6.1) (6.4)
Provisions 15 (5.8) (8.7)
TOTAL CURRENT LIABILITIES (173.5) (194.9)
NON-CURRENT LIABILITIES
Loans and borrowings 21 (414.7) (482.5)
Retirement benefit obligations 25 (8.9) (17.3)
Deferred tax liabilities 16 (131.3) (150.0)
Lease liabilities 24 (30.2) (33.8)
Provisions 15 (23.9) (53.1)
Financial liabilities 21 (2.8) (4.0)
TOTAL NON-CURRENT LIABILITIES (611.8) (740.7)
Liabilities classified as held for sale 32 (57.8)
TOTAL LIABILITIES (843.1) (935.6)
NET ASSETS 783.9 901.0
EQUITY
Share capital 17 52.3 52.2
Share premium 238.7 240.8
Other reserves 18 42.1 90.7
Retained earnings 450.8 517.3
TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 783.9 901.0
TOTAL EQUITY 783.9 901.0
The financial statements on pages 164 to 214 were approved by the Board on 6 March 2023 and signed on its behalf by:
Paul Waterman
CEO
Ralph Hewins
CFO
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
165
S h ar e
capital
$m
S h ar e
premium
$m
Translation
re se r v e
$m
Hedging
re se r v e
$m
O t he r
reserves
$m
Retained
earnings
$m
To t a l
equity
$m
BALANCE AT 1 JANUARY 2021 52.1 237.7 (48.9) (8.9) 166.4 462.0 860.4
Comprehensive income
Profit for the year 2.5 2.5
Other comprehensive income:
Exchange differences (18.4) (18.4)
Recycling of deferred foreign exchange gains on disposal (0.4) (0.4)
Fair value of cash flow hedges transferred to the
incomestatement 2.7 2.7
Effective portion of changes in fair value of cash flow hedges (0.1) (0.1)
Tax associated with changes in cashflow hedges (0.4) (0.4)
Tax associated with change in fair value of net
investmenthedge 1.8 1.8
Remeasurements of retirement benefit obligations 63.5 63.5
Deferred tax adjustment on pension scheme deficit (14.6) (14.6)
Transfer (1.4) 1.4
Total other comprehensive income/(loss) (18.8) 2.6 (1.4) 51.7 34.1
Total comprehensive income/(loss) (18.8) 2.6 (1.4) 54.2 36.6
Transactions with owners:
Issue of shares by the Company 0.1 3.1 (3.1) 0.1
Deferred tax on share based payments recognised
withinequity 1.1 1.1
Share based payments 5.1 5.1
Fair value of cash flow hedges transferred to net assets (2.3) (2.3)
Total transactions with owners 0.1 3.1 (2.3) 2.0 1.1 4.0
BALANCE AT 31 DECEMBER 2021 52.2 240.8 (67.7) (8.6) 167.0 517.3 901.0
BALANCE AT 1 JANUARY 2022 52.2 240.8 (67.7) (8.6) 167.0 517.3 901.0
Comprehensive income
Loss for the year (51.1) (51.1)
Other comprehensive loss:
Exchange differences (54.7) (0.9) (55.6)
Fair value of cash flow hedges transferred to the
incomestatement 1.6 1.6
Effective portion of changes in fair value of cash flow hedges (2.6) (2.6)
Tax associated with changes in cashflow hedges 0.8 0.8
Tax associated with change in fair value of net
investmenthedge (2.8) (2.8)
Remeasurements of retirement benefit obligations (18.2) (18.2)
Deferred tax adjustment on pension scheme deficit 5.3 5.3
Transfer 7.8 (4.0) (3.8)
Total other comprehensive income/(loss) (54.7) 6.8 (4.9) (18.7) (71.5)
Total comprehensive income/(loss) (54.7) 6.8 (4.9) (69.8) (122.6)
Transactions with owners:
Issue of shares by the Company 0.1 0.8 0.9
Deferred tax on share based payments recognised
withinequity 0.4 0.4
Share based payments 3.4 3.4
Fair value of cash flow hedges transferred to net assets 0.8 0.8
Reserve reclassification
1
(2.9) 2.9
Total transactions with owners 0.1 (2.1) 0.8 3.4 3.3 5.5
BALANCE AT 31 DECEMBER 2022 52.3 238.7 (122.4) (1.0) 165.5 450.8 783.9
1 Reclassification adjustments to correct share premium and retained earnings reserves as at 31 December 2022.
Consolidated statement of changes in equity
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
166
Note
2 0 2 2
$m
20 21
$m
OPERATING ACTIVITIES:
(Loss)/profit from continuing operations (51.1) 2.5
Adjustments for:
Other expenses 1.4 2.1
Finance income (9.9) (11.0)
Finance costs 22.3 27.8
Tax charge 10.7 3.3
Depreciation and amortisation 65.0 68.3
Impairment loss on property, plant and equipment 11 23.0
(Decrease)/increase in provisions and financial liabilities (9.3) 0.8
Pension payments net of current service cost 25 (1.0) (0.1)
Share based payments expense 26 3.4 5.1
Impairment of goodwill 10 103.4 52.3
Loss on disposal of business 32 1.7
Operating cash flow before movement in working capital 157.9 152.8
Increase in inventories (72.1) (24.2)
Decrease/(increase) in trade and other receivables 4.6 (33.8)
Increase in trade and other payables 14.8 26.3
Cash generated by operations 105.2 121.1
Income taxes paid (13.4) (30.9)
Interest paid 4 (14.8) (23.5)
NET CASH FLOW FROM OPERATING ACTIVITIES 77.0 66.7
INVESTING ACTIVITIES:
Interest received 0.2 0.3
Disposal of property, plant and equipment 0.7
Purchase of property, plant and equipment 11 (46.9) (52.7)
Purchase of business 33 (0.2)
Disposal of business 32 0.5
Acquisition of intangible assets 10 (0.2) (0.4)
Contingent consideration paid 21 (13.2)
NET CASH FLOW FROM INVESTING ACTIVITIES (46.9) (65.0)
FINANCING ACTIVITIES:
Issue of shares by the Company and the ESOT net of issue costs 0.9 0.1
Net movement on existing debt 28 (51.6) (18.7)
Payment of interest on lease liabilities 24 (1.4) (1.6)
Payment of gross lease liabilities 24 (5.7) (5.1)
NET CASH USED IN FINANCING ACTIVITIES (57.8) (25.3)
NET DECREASE IN CASH AND CASH EQUIVALENTS (27.7) (23.6)
Cash and cash equivalents at 1 January 84.6 111.0
Foreign exchange on cash and cash equivalents (2.0) (2.8)
Less: cash and cash equivalents classified as held for sale 32
CASH AND CASH EQUIVALENTS AT 31 DECEMBER 20 54.9 84.6
Consolidated cash flow statement
For the year ended 31 December 2022
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
167
1. ACCOUNTING POLICIES
Elementis plc is a public company limited by shares incorporated
and domiciled in England and is the parent company of the Group.
The address of its registered office is The Bindery, 5th Floor, 51-53
Hatton Garden, London, EC1N 8HN. The Group financial
statements have been prepared and approved by the Directors in
accordance with UK adopted international accounting standards.
The Company has elected to prepare its parent company financial
statements in accordance with FRS 101. These are presented on
pages 215 to 221.
BASIS OF PREPARATION
The financial statements have been prepared in accordance with
UK adopted international accounting standards in conformity with
the requirements of the Companies Act 2006 and International
Financial Reporting Standards (IFRS) as adopted by the UK. These
financial statements also comply with IFRS as issued by the IASB.
The financial statements have been prepared on the historical cost
basis except that derivative financial instruments are stated at their
fair value. The preparation of financial statements requires the
application of estimates and judgements that affect the reported
amounts of assets and liabilities, revenues and costs and related
disclosures at the balance sheet date.
The financial statements have been prepared on a going concern
basis. The rationale for adopting this basis is discussed in the
Directors’ report on page 154.
REPORTING CURRENCY
As a consequence of the majority of the Group’s sales and
earnings originating in US dollars or US dollar linked currencies,
the Group has chosen the US dollar as its presentational currency.
This aligns the Group’s external reporting with the profile of the
Group, as well as with internal management reporting. The
functional currency of the parent is pounds sterling.
CRITICAL ACCOUNTING JUDGEMENTS AND KEY
SOURCES OF ESTIMATION UNCERTAINTY
When applying the Groups accounting policies, management
must make a number of key judgements on the application of
applicable accounting standards and estimates and assumptions
concerning the carrying amounts of assets and liabilities that are
not readily apparent from other sources. These estimates and
judgements are based on factors considered to be relevant,
including historical experience, which may differ significantly from
the actual outcome. The key assumptions concerning the future
and other key sources of estimation uncertainty that have a
significant risk of causing a material adjustment to the amounts
recognised in the financial statements within the next year are
discussed below. The development of the estimates and
disclosures related to each of these matters has been discussed
by the Audit Committee.
Climate change risks and opportunities, as detailed in climate
strategy on pages 42 to 56, were considered as part of our five
year financial plan. The five year financial plan has been utilised in
the assessment of the carrying value of assets, impairment of
goodwill, and the going concern and viability assessment.
CRITICAL ACCOUNTING JUDGEMENTS
The following is the sole critical judgement, as opposed to those
involving estimations which are dealt with separately below, that
the Directors have made in the process of applying the Group’s
accounting policies that has significant effect on the amounts
Notes to the consolidated financial statements
For the year ended 31 December 2022
recognised in the financial statements. Where relevant and
practicable, sensitivity analyses are disclosed in the relevant
notes to demonstrate the impact of changes in estimates or
assumptions used.
REVENUE RECOGNITION
Judgement is exercised over how to determine the timing
of revenue recognition for orders where the agreed terms are
delivery to the destination point. The Group has compiled shipping
estimates based on the destination country which are used to
inform the timing of revenue recognition. In compiling these
estimates management have used past experience and carrier
standard shipping estimates to inform their decision making.
KEY SOURCES OF ESTIMATION UNCERTAINTY
The key assumptions concerning the future, and other key sources
of estimation uncertainty at the reporting period that may have a
significant risk of causing a material misstatement to the carrying
amounts of assets and liabilities within the next financial year, are
discussed below.
A. ENVIRONMENTAL PROVISIONS
Provisions for environmental restoration are recognised where: the
Group has a present legal or constructive obligation as a result of
past events; it is probable that an outflow of resources will be
required to settle the obligation; and the amount can be
estimated reliably.
Environmental provisions are measured at the present value of the
expenditures expected to be required to settle the obligation using
a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the obligation.
Due to the long time horizons over which costs are anticipated,
small changes in recurring annual cash outflows can have a
significant cumulative impact on the total provision required. At
31 December 2022 the carrying value of environmental provisions
was $27.5m. Further details of these provisions and a sensitivity
assessment are given in Note 15.
B. VALUATION OF A DEFINED BENEFIT PENSION
OBLIGATION
The key estimates made in relation to defined benefit pensions
relate to the discount rate used to determine the present value of
future benefit, the rate of inflation applied to plan assets, mortality
rates and rates of salary growth. At 31 December 2022 the UK
scheme, the largest of the Group’s retirement plans, had a surplus
of $26.4m whilst the US and other schemes were in a net deficit
position of $8.9m in aggregate. Further details of pensions and
a sensitivity analysis are given in Note 25.
C. IMPAIRMENT TESTING OF GOODWILL IN TALC
CASH GENERATING UNIT (CGU)
Each year the Group carries out impairment tests of goodwill
which require estimates to be made of the value in use of the
cash generating units to which it is allocated. These value in use
calculations are dependent on estimates of future cash flows,
long-term growth rates and appropriate discount rates to be
applied to future cash flows.
During the year ended 31 December 2022, a full impairment
review was performed and an impairment charge of $103.4 million
was recorded in respect of the goodwill held in the Talc CGU.
At 31 October 2022 the Talc CGU had a carrying value of
$244.6 million and no further impairment charge was required.
Should the business experience further unforeseen deterioration
Annual Report and Accounts 2022
Elementis plc
168
of results, were there to be an increase in the pre-tax discount rate,
or a reduction in the long-term growth rate, a future impairment
may be required for these assets. Further details and sensitivity
disclosures are included in Note 10 .
BASIS OF CONSOLIDATION
The consolidated financial statements include the financial
statements of the Company and its subsidiaries for the year.
Subsidiaries are all entities (including structured entities) over
which the Group has control. The Group controls an entity when
the Group is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date on which that
control ceases.
The Group applies the acquisition method to account for business
combinations. The consideration transferred for the acquisition of
a subsidiary is the fair value of the assets transferred, the liabilities
incurred to the former owners of the acquiree, and the equity
interests issued by the Group. The consideration transferred
includes the fair value of any asset or liability resulting from a
contingent consideration arrangement. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair value at the
acquisition date. The Group recognises any non-controlling
interest in the acquiree on an acquisition-by-acquisition basis,
either at fair value or at the non-controlling interests proportionate
share of the recognised amounts of the acquiree’s identifiable
net assets.
Acquisition costs are accounted for as an expense in the
period incurred.
Intragroup balances and any unrealised gains and losses or income
and expenses arising from intragroup transactions, are eliminated in
preparing the consolidated financial statements. Unrealised losses
are eliminated in the same way as unrealised gains, but only to the
extent that there is no evidence of impairment.
A full list of the Group’s subsidiaries is shown in Note 6 of the
parent company financial statements.
CHANGES IN ACCOUNTING POLICIES
The accounting policies adopted are consistent with those of the
previous financial year.
FOREIGN CURRENCY
A. FOREIGN CURRENCY TRANSACTIONS
Transactions in foreign currencies are translated at the foreign
exchange rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies at the
balance sheet date are translated at the foreign exchange rate
ruling at that date. Foreign exchange differences arising on
translation are recognised in the income statement. Non-monetary
assets and liabilities denominated in foreign currencies that are
stated at fair value are translated at exchange rates ruling at the
dates the fair value was determined.
B. FINANCIAL STATEMENTS OF FOREIGN
OPERATIONS
The assets and liabilities of foreign operations, including goodwill
and fair value adjustments arising on consolidation, are translated
at exchange rates ruling at the balance sheet date. The revenues
and expenses of foreign operations are translated at the average
rates of exchange ruling for the relevant period. Exchange
differences arising since 1 January 2004 on translation are
taken to the translation reserve. They are recognised in the
income statement upon disposal of the foreign operation.
The Group may hedge a portion of the translation of its
overseas net assets through US dollar and euro borrowings.
From 1 January 2005, the Group has elected to apply net
investment hedge accounting for these transactions where
possible. Where hedging is applied, the effective portion of the
gain or loss on an instrument used to hedge a net investment is
recognised in equity. Any ineffective portion of the hedge is
recognised in the income statement.
PROPERTY, PLANT AND EQUIPMENT
Items of property, plant and equipment are stated at cost less
accumulated depreciation and impairment losses. Freehold land
is not depreciated. Leasehold property is depreciated over the
period of the lease. Freehold buildings, plant and machinery,
fixtures, fittings and equipment are depreciated over their
estimated useful lives on a straight line basis. Depreciation
methods, useful lives and residual values are assessed at the
reporting date. No depreciation is charged on assets under
construction until the asset is available for use.
Depreciation is charged on a straight-line basis over the estimated
useful economic lives of the assets as follows:
Buildings 10 – 50 years
Plant and machinery 2 – 20 years
Fixtures, fittings and equipment 2 – 20 years
Right of use assets Shorter of the useful
economic life of the asset
and the lease term
The cost of replacing part of an item of property, plant and
equipment is recognised in the carrying amount of the item if it is
probable that the future economic benefits embodied within it will
flow to the Group and its cost can be measured reliably. The costs
of the day-to-day servicing of property, plant and equipment are
recognised in the income statement as incurred.
Management regularly considers whether there are any
indications of impairment to carrying values of property, plant
and equipment. Impairment reviews are based on risk adjusted
discounted cash flow projections. Significant judgement is applied
to the assumptions underlying these projections which include
estimated discount rates, growth rates, future selling prices and
direct costs. Changes to these assumptions could have a material
impact on the financial position of the Group and on the result
for the year.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
169
1. ACCOUNTING POLICIES CONTINUED
INTANGIBLE ASSETS
A. GOODWILL
Goodwill arises on the acquisition of subsidiaries and represents
the excess of the consideration transferred, the amount of any
non-controlling interest in the acquiree and the acquisition-date
fair value of any previous equity interest in the acquiree over the
fair value of the identifiable net assets acquired. If the total of
consideration transferred, non-controlling interest recognised and
previously held interest measured at fair value is less than the fair
value of the net assets of the subsidiary acquired, in the case of
a bargain purchase, the difference is recognised directly in the
income statement.
INTANGIBLE ASSETS CONTINUED
B. RESEARCH AND DEVELOPMENT
Expenditure on pure research is recognised in the income
statement as an expense as incurred. Under IAS 38, expenditure
on development where research findings are applied to a plan
or design for the production of new or substantially improved
products and processes is capitalised if the product or process
will give rise to future economic benefits and where the cost
of the capitalised asset can be measured reliably. Expenditure
capitalised is stated as the cost of materials, direct labour
and an appropriate proportion of overheads less accumulated
amortisation. The length of development lifecycles, broad nature
of much of the research undertaken and uncertainty until a late
stage as to the ultimate commercial viability of a potential product
can mean that the measurement criteria of IAS 38 regarding the
probability of future economic benefits and the reliability of
allocating costs may not be met, in which case expenditure
is expensed as incurred.
C. CUSTOMER RELATIONSHIPS, BRANDS AND OTHER
INTANGIBLE ASSETS
Customer relationships, brands and other intangible assets are
stated at cost or when arising in a business combination,
estimated fair value, less accumulated amortisation.
D. AMORTISATION
Amortisation is charged to the income statement on a straight
line basis over the estimated useful lives of intangible assets
through the administrative expenses line item, unless such lives
are indefinite. Goodwill is systematically tested for impairment
each year. Other intangible assets, comprising customer lists,
customer relationships, manufacturing processes and procedures,
trademarks, non-compete clauses and patents are amortised over
their estimated useful lives which range from 5 to 24 years.
IMPAIRMENT OF NON-CURRENT NON-FINANCIAL
ASSETS
The carrying amount of non-current assets other than deferred tax
is compared to the asset’s recoverable amount at each balance
sheet date where there is an indication of impairment. For goodwill,
assets that have an indefinite useful life and intangible assets that
are not yet available for use, the recoverable amount is estimated
at each balance sheet date.
Each year the Group carries out impairment tests of its goodwill
and other indefinite life intangible assets which requires an
estimate to be made of the value in use of its CGUs. These value in
use calculations are dependent on estimates of future cash flows
and long term growth rates of the CGUs. Further details of these
estimates are given in Note 10.
An impairment loss is recognised whenever the carrying amount of
an asset or its CGU exceeds its recoverable amount. Impairment
losses are recognised in the income statement. Impairment losses
recognised in respect of CGUs are allocated first to reduce the
carrying amount of any goodwill allocated to CGUs and then to
reduce the carrying amount of the other assets in the unit on a
pro-rata basis. A CGU is the smallest identifiable group of assets
that generates cash inflows that are largely independent of the
cash inflows from other assets or groups of assets.
The recoverable amount is the greater of their fair value less costs
to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset(s). For
an asset that does not generate largely independent cash inflows,
the recoverable amount is determined for the CGU to which the
asset belongs.
IMPAIRMENT OF FINANCIAL ASSETS – EXPECTED
CREDIT LOSSES
The Group applies the IFRS 9 simplified approach to measuring
expected credit losses which uses a lifetime expected loss
allowance for all trade receivables.
To measure the expected credit losses, trade receivables
have been grouped based on shared credit risk characteristics
and the days past due. The expected loss rates are based on
payment profiles and the corresponding historical credit losses
experienced. The historical loss rates are adjusted to reflect
current and forward looking information in relation to
macroeconomic factors that could affect the ability of
customers to settle receivables.
The Group usually considers a financial asset in default when
contractual payments are 120 days past due. In certain cases, the
Group may also consider a financial asset to be in default when
internal or external information indicates that the Group is unlikely
to receive the outstanding contractual amounts in full before taking
into account any credit enhancements held by the Group. A
financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows.
INVENTORIES
Inventories are stated at the lower of cost and net realisable value.
Net realisable value is the estimated selling price, less estimated
costs of completion and selling expenses. Cost, which is based
on a weighted average, includes expenditure incurred in acquiring
stock and bringing it to its existing location and condition. In the
case of manufactured inventories and work in progress, cost
includes an appropriate share of overheads attributable to
manufacture, based on normal operating capacity.
TRADE AND OTHER RECEIVABLES
Trade receivables and other receivables are due for payment within
one year and are thus classified as current. They are non-interest
bearing and are stated at their nominal amount which is the original
invoiced amount, less allowance for expected future credit losses.
Estimates of future expected credit losses are informed by
historical experience and management’s expectations of
future economic factors, further information on expected credit
loss impairment is given in the impairment of financial assets
accounting policy. Individual trade receivables are written
off when management deem them to be no longer collectable.
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
170
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash balances and call
deposits with an original maturity of three months or less. Bank
overdrafts that are repayable on demand and form an integral part
of the Group’s cash management are included as a component of
cash and cash equivalents for the purpose of the statement of
cash flows.
LEASES
A lease liability is recognised when the Group obtains control of
the right-of-use asset that is the subject of the lease. The lease
liability is subsequently measured using the effective interest
method, with interest charged to finance costs. Right-of-use
assets are generally depreciated over the shorter of the asset’s
useful life and the lease term on a straight-line basis. If the group is
reasonably certain to exercise a purchase option, the right-of-use
asset is depreciated over the underlying asset’s useful life.
At inception, the Group evaluates whether it is reasonably certain
that any option to extend a lease term will be exercised or likewise
whether any option to terminate the lease will be exercised. The
Group continues to evaluate the likelihood of exercising such
options throughout the initial lease term. When the Group is
committed to extending or terminating the lease, having
considered the alternative options available, and where
appropriate lessor consent to the extension or termination has
been obtained, the Group will consider the option to be reasonably
certain to be exercised. When an option is reasonably certain to be
exercised, the right-of-use asset and lease liabilities recognised
are adjusted to reflect the extended or curtailed lease term.
Leases, which at inception have a term of less than 12 months or
relate to low-value assets, are not recognised on balance sheet.
Payments made under such leases are recognised as an expense
in the income statement on a straight-line basis over the period of
the lease.
BORROWINGS
Borrowings are initially measured at cost, which is equal to the fair
value at inception, and are subsequently measured at amortised
cost using the effective interest rate method. Any difference
between the proceeds, net of transaction costs and the settlement
or redemption of borrowings is recognised over the terms of the
borrowings using the effective interest rate method.
TRADE AND OTHER PAYABLES
Trade payables are non-interest bearing borrowings and are
initially measured at fair value and subsequently carried at
amortised cost.
PROVISIONS
A provision is recognised in the balance sheet when the Group
has a present legal or constructive obligation as a result of a past
event, it is probable that an outflow of economic benefits will be
required to settle the obligation and a reliable estimate can be
made. If the effect is material, provisions are determined by
discounting the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money
and, where appropriate, the risks specific to the liability.
A provision for restructuring is recognised when the Group
has approved a detailed and formal restructuring plan and the
restructuring has either commenced or has been announced
publicly. In accordance with the Group’s environmental policy
and applicable legal requirements, a provision for site restoration
in respect of contaminated land is recognised when the land is
contaminated. Provisions for environmental issues are judgemental
by their nature, particularly when considering the size and timing of
remediation spending, and are more difficult to estimate when they
relate to sites no longer directly controlled by the Group.
Self-insurance provisions relate to personal injury and other
claims from former employees or third parties and represent
the aggregate of outstanding claims plus a projection of losses
incurred but not yet reported which together make up the full
liability recognised as a provision. Insurance recoveries are
recognised as a separate reimbursement asset.
PENSION AND OTHER POST RETIREMENT BENEFITS
In respect of the Group’s defined benefit schemes, the Group’s net
obligation in respect of defined benefit pension plans is calculated
by estimating the amount of future benefit that employees have
earned in return for their service in the current and prior periods,
that benefit is discounted to determine its present value, and the
fair value of any plan assets is deducted. The liability discount rate
is the yield at the balance sheet date on AA credit rated bonds that
have maturity dates approximating to the terms of the Group’s
obligations. Pension and post retirement liabilities are calculated
by qualified actuaries using the projected unit credit method.
Following the introduction of the revised IAS 19 Employee Benefits
standard, the net interest on the defined benefit liability consists of
the interest cost on the defined benefit obligation and the interest
income on plan assets, both calculated by reference to the
discount rate used to measure the defined benefit obligation
at the start of the period.
The Group recognises actuarial gains and losses in the period in
which they occur through the statement of comprehensive income.
The Group also operates a small number of defined contribution
schemes and the contributions payable during the year are
recognised as incurred. Due to the size of the Group’s pension
scheme assets and liabilities, relatively small changes in the
assumptions can have a significant impact on the expense
recorded in the income statement and on the pension liability
recorded in the balance sheet.
SHARE CAPITAL
Incremental costs directly attributable to the issue of ordinary
shares and share options are recognised as a deduction from
equity. When share capital recognised as equity is repurchased,
the amount of the consideration paid, including directly attributable
costs, is recognised as a deduction from equity. Shares
repurchased by the Company are classified as treasury shares and
are presented as a deduction from total equity.
DERIVATIVE FINANCIAL INSTRUMENTS
The Group uses derivative financial instruments, such as forward
currency contracts, interest rate swaps and commodity swap
contracts, to hedge its foreign currency risks, interest rate risks
and commodity price risks, respectively. The Group does not hold
or issue derivative financial instruments for speculative trading
purposes. However, derivatives that do not qualify for hedge
accounting are accounted for as trading instruments. Due to the
requirement to assess the effectiveness of hedging instruments,
changes in market conditions can result in the recognition of
unrealised gains or losses on hedging instruments in the
income statement.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
171
1. ACCOUNTING POLICIES CONTINUED
DERIVATIVE FINANCIAL INSTRUMENTS CONTINUED
Derivative financial instruments are recognised initially at fair value
and are shown within derivatives if they are in an asset position or
within financial liabilities if they are in a liability position. The gain or
loss on remeasurement to fair value is recognised immediately in
the income statement. However, where derivatives qualify for
hedge accounting, recognition of any resultant gain or loss
depends on the nature of the item being hedged.
A. CASH FLOW HEDGES
Where a derivative financial instrument is designated as a hedge of
the variability in cash flows of a recognised asset or liability, or a
highly probable forecast transaction, the effective part of any gain
or loss on the derivative financial instrument is recognised directly
in the hedging reserve. Any ineffective portion of the hedge is
recognised immediately in the income statement.
Amounts previously recognised in other comprehensive income
and accumulated in equity are reclassified to profit and loss in
the periods when the hedged item is recognised in profit or loss,
in the same line of the income statement as the recognised hedged
item. However, when the forecast transaction that is hedged
results in the recognition of a non-financial asset the gains or
losses previously accumulated in equity are transferred from
equity and included in the initial measurement of the cost of the
non-financial asset.
B. FAIR VALUE HEDGES
Where a derivative financial instrument is designated as a hedge of
the variability in a fair value of a recognised asset or liability or an
unrecognised firm commitment, all changes in the fair value of the
derivative are recognised immediately in the income statement.
The carrying value of the hedged item is adjusted by the change in
fair value that is attributable to the risk being hedged, even if it is
normally carried at amortised cost, and any gains or losses on
remeasurement are recognised immediately in the income
statement, even if those gains would normally be recognised
directly in reserves.
C. HEDGES OF A NET INVESTMENT IN A FOREIGN
OPERATION
The Group designates the foreign exchange gain or loss on
a proportion of the Group’s euro and US dollar denominated
borrowings as a hedge of the Group’s net investment in foreign
operations. As such the foreign exchange gain or loss on those
borrowings is recognised in other comprehensive income and
accumulated in equity until such time as the operations are
disposed of at which point the corresponding amounts are
recycled to profit or loss.
TERMINATION BENEFITS
Termination benefits are recognised as an expense when the
Group is demonstrably committed, without realistic possibility
of withdrawal, to a formal detailed plan to terminate employment
before the normal retirement date. Termination benefits for
voluntary redundancies are recognised if the Group has made
an offer encouraging voluntary redundancy, it is probable that
the offer will be accepted, and the number of acceptances can
be estimated reliably.
REVENUE
Revenue is recognised upon transfer of promised goods to
customers (the performance obligation) in an amount that reflects
the consideration the Company expects to receive in exchange for
those goods. This may occur, depending on the individual
customer relationship, when the product has been transferred to a
freight carrier, when the customer has received the product or, for
consignment stock held at customers’ premises, when usage
reports for the relevant period have been compiled.
All revenue is from contracts with customers and pertains to the
sale of specialty chemicals products. Selling prices are agreed in
advance and hence are directly observable.
The Group’s payment terms offered to customers are within
a certain number of days of receipt of invoice and standard
contracts do not include a significant financing component. The
Group does not expect to have any contracts where the period
between the transfer of the promised goods to the customer and
payment by the customer exceeds one year. As a consequence,
the Group does not adjust any of the transaction prices for the time
value of money.
Provisions for returns, trade discounts and rebates are
recognised as a reduction in revenue at the later of when revenue
is recognised for the transfer of the related goods and the entity
pays or promises to pay the consideration. The promise to pay
rebates is contractually agreed in advance and thus the point of
transferring the goods to the customer is deemed to be the later
of the two circumstances. Rebates and discounts are estimated
using historical data and experiences with the customers. Returns
from customers are negligible.
OPERATING PROFIT
Operating profit includes net profits realised on the sale of tangible
fixed assets, current and long term assets and liabilities but
excludes gains and losses on the disposal of businesses.
OTHER EXPENSES
Other expenses are administration costs incurred and paid by the
Group’s pension schemes, which relate primarily to former
employees of legacy businesses.
FINANCE INCOME AND FINANCE COSTS
Finance income comprises interest income on funds invested and
changes in the fair value of financial instruments at fair value taken
to the income statement. Interest income is recognised as it
accrues, using the effective interest method.
Finance costs comprise interest expense on borrowings, lease
liabilities, unwinding of the discount on provisions, dividends on
preference shares classified as debt, foreign currency gains/losses
and changes in the value of financial instruments at fair value taken
to the income statement. All borrowing costs are recognised in the
income statement using the effective interest method.
TAX ATION
Income tax on the profit or loss for the year comprises current and
deferred tax. Income tax is recognised in the income statement
except to the extent that it relates to items recognised directly
in equity or in other comprehensive income. Current tax is the
expected tax payable on the taxable income for the year, using tax
rates enacted or substantively enacted at the balance sheet date,
and any adjustment to tax payable in respect of previous years.
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
172
A deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against which
the asset can be utilised. Deferred tax is provided on temporary
differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation
purposes. The following temporary differences are not provided
for: the initial recognition of goodwill; the initial recognition of
assets or liabilities that affect neither accounting nor taxable
profit other than in a business combination; and differences
relating to investments in subsidiaries to the extent that they
will probably not reverse in the foreseeable future. The amount
of deferred tax provided is based on the expected manner of
realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted or substantively enacted at the
balance sheet date. Deferred tax assets are reduced to the extent
that it is no longer probable that the related tax benefit will
be realised.
The Group is required to estimate the income tax in each of the
jurisdictions in which it operates. This requires an estimation of
current tax liability together with an assessment of the temporary
differences which arise as a consequence of different accounting
and tax treatments. The Group operates in a number of countries
in the world and is subject to many tax jurisdictions and rules.
As a consequence the Group is subject to tax audits, which by
their nature are often complex and can require several years to
conclude. Management’s judgement is required to determine the
total provision for income tax. Amounts are accrued based on
management’s interpretation of country specific tax law and
likelihood of settlement. However, the actual tax liabilities could
differ from the position and in such events an adjustment would be
required in the subsequent period which could have a material
impact. Tax benefits are not recognised unless it is probable that
the tax positions are sustainable. Once considered to be probable,
management reviews each material tax benefit to assess whether
a provision should be taken against full recognition of the benefit
on the basis of potential settlement through negotiation. This
evaluation requires judgements to be made including the forecast
of future taxable income.
SHARE BASED PAYMENTS
The fair value of equity settled share options, cash settled shadow
options and LTIP awards granted to employees is recognised as an
expense with a corresponding increase in equity. The fair value is
measured at grant date and spread over the period during which
the employees become unconditionally entitled to the options/
awards. The fair value of the options/awards granted is measured
using a binomial model, taking into account the terms and
conditions upon which the options/awards were granted. The
amount recognised as an employee expense is adjusted to reflect
the actual number of share options/awards that vest except where
forfeiture is only due to share prices not achieving the threshold
for vesting.
SHORT-TERM EMPLOYEE BENEFITS
Short-term employee benefits, such as salaries, paid absences,
and other benefits including any related payroll taxes are
accounted for on an accrual basis over the period which
employees have provided services. Bonuses are recognised to the
extent that the Group has a present obligation to its employees
that can be measured reliably and are accounted for in accordance
with the requirements of IAS 19, ‘Employee benefits’. All expenses
relating to employee benefits (other than pension costs) are
recognised in the income statement within wages and salaries, or
social security costs.
OWN SHARES HELD BY EMPLOYEE SHARE OWNERSHIP
TRUST (ESOT)
Transactions of the Group sponsored ESOT are included in the
consolidated financial statements. In particular, the ESOT’s
purchases of shares in the Company are charged directly to equity.
GOVERNMENT GRANTS
Government grants are recognised at fair value when there is
reasonable assurance that the conditions associated with the
grants have been complied with and the grants will be received.
Grants compensating for expenses incurred are recognised as a
deduction of the related expenses in the consolidated income
statement on a systematic basis in the same periods in which the
expenses are incurred.
NON-CURRENT ASSETS HELD FOR SALE AND
DISCONTINUED OPERATIONS
A non-current asset or a group of assets containing a non-current
asset (a disposal group), is classified as held for sale if its carrying
amount will be recovered principally through sale rather than
through continuing use, it is available for immediate sale and sale
within one year is highly probable. On initial classification as held
for sale, non-current assets and disposal groups are measured at
the lower of previous carrying amount and fair value less costs to
sell with any adjustments taken to profit or loss. The same applies
to gains and losses on subsequent remeasurement.
A discontinued operation is a component of the Group’s business
that represents a separate major line of business or geographic
area of operations or is a subsidiary acquired exclusively with a
view to resale, that has been disposed of, has been abandoned,
or that meets the criteria to be classified as held for sale.
ALTERNATIVE PERFORMANCE MEASURES
In the analysis of the Group’s operating results, earnings per share
and cash flows, information is presented to provide readers with
additional performance indicators that are prepared on a non-
statutory basis. This presentation is regularly reviewed by
management to identify items that are unusual and other items
relevant to an understanding of the Group’s performance and long
term trends with reference to their materiality and nature. This
additional information is not uniformly defined by all companies
and may not be comparable with similarly titled measures and
disclosures by other organisations. The non-statutory disclosures
should not be viewed in isolation or as an alternative to the
equivalent statutory measure. Information for separate
presentation is considered as follows:
Material costs or reversals arising from a significant restructuring
of the Group’s operations are presented separately
Disposal of entities or investments in associates or joint ventures
or impairment of related assets are presented separately
Other matters arising due to the Group’s acquisition, such as
adjustments to contingent consideration, payment of retention
bonuses, acquisition costs and fair value adjustments for
acquired assets made in accordance with IFRS 13 are
separately disclosed in aggregate
If a change in an accounting estimate for provisions, including
environmental provisions, results in a material gain or loss, that
is presented separately
Other items the Directors may deem to be unusual as a result of
their size and/or nature.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
173
1. ACCOUNTING POLICIES CONTINUED
ADOPTION OF NEW AND REVISED STANDARDS
In the current year, the Group has applied a number of
amendments to IFRSs issued by the International Accounting
Standards Board (IASB) that are mandatorily effective for
accounting periods that began on or after 1 January 2022. Their
adoption has not had any material impact on the disclosures or on
the amounts reported in these financial statements:
International Accounting
Standards (IAS/IFRSs) and
Interpretations (IFRICs):
U K
Endorsement
status Effective date
Amendments to IFRS 3:
Reference to the
Conceptual Framework
Endorsed 1 January 2022
Amendments to IAS 16:
Property, Plant and
Equipment—Proceeds
before Intended Use
Endorsed 1 January 2022
Amendments to IAS 37:
Onerous Contracts – Cost
of Fulfilling a Contract
Endorsed 1 January 2022
Annual Improvements to IFRS
Standards 2018-2020 Cycle:
Amendments to IFRS 1
First-time Adoption of
International Financial
Reporting Standards, IFRS 9
Financial Instruments, IFRS 16
Leases, and IAS 41 Agriculture
Endorsed 1 January 2022
NEW AND REVISED IFRSS IN ISSUE BUT NOT
YET EFFECTIVE
At the date of authorisation of these financial statements, the
Group has not applied the following new and revised international
accounting standards (IAS/IFRSs) and interpretations (IFRICs) that
have been issued but are not effective for periods starting on
1 January 2022 but will be effective for later periods:
International Accounting
Standards (IAS/IFRSs)
and Interpretations
(IFRICs) not yet endorsed
for use in the EU or UK:
U K
Endorsement
status
Ef fe c ti v e
for annual
re po r t i ng
periods
beginning
on or after
IFRS 17 Insurance Contracts Endorsed 1 January 2023
Amendments to IFRS 17:
Initial Application of IFRS 17
and IFRS 9 – Comparative
Information
Endorsed 1 January 2023
Amendments to IAS 1 and
IFRS Practice Statement 2:
Disclosure of Accounting
Policies
Endorsed 1 January 2023
Amendments to IAS 8:
Definition of Accounting
Estimates
Endorsed 1 January 2023
Amendments to IAS 12:
Deferred Tax related to
Assets and Liabilities arising
from a Single Transaction
Endorsed 1 January 2023
Amendments to IAS 1:
Classification of Liabilities
as Current or Non-current
Not yet
endorsed
1 January 2024
Amendments to IFRS 16
Leases: Lease Liability in
a Sale and Leaseback
Not yet
endorsed
1 January 2024
Amendments to IAS 1:
Non-Current Liabilities
with Covenants
Not yet
endorsed
1 January 2024
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
174
2. OPERATING SEGMENTS
BUSINESS SEGMENTS
The Group has determined its operating segments on the basis of those used for management, internal reporting purposes and the
allocation of strategic resources. The key measure used for review of the performance of the operating segments is adjusted operating
profit. In accordance with the provisions of IFRS 8, the Group’s chief operating decision maker is the Board of Directors.
The three reportable segments, Personal Care, Coatings and Talc each have distinct product groupings and separate management
structures. Segment results, assets and liabilities include items directly attributable to a segment and those that may be reasonably
allocated from corporate activities. Presentation of the segmental results is on a basis consistent with those used for reporting Group
results. The principal activities of the reportable segments are as follows:
PERSONAL CARE
Production of rheological modifiers and compounded products, including active ingredients for AP deodorants, for supply to personal
care manufacturers.
COATINGS
Production of rheological modifiers and additives for decorative and industrial coatings.
TALC
Production and supply of talc for use in plastics, coatings, technical ceramics and the paper sectors.
Effective from 1 January 2023 the results of the Coatings and Talc segments will be merged and reported under a new segment called
Performance Specialties, which reflects a change in the internal organisation structure used for management, internal reporting purposes
and the allocation of strategic resources.
SEGMENTAL ANALYSIS FOR THE YEAR ENDED 31 DECEMBER 2022
2022
Personal
Care
$m
Coatings
$m
Ta l c
$m
Segment
t o t a l s
$m
Central
c o s t s
$m
To t a l
$m
Revenue 211.5 389.1 135.8 736.4 736.4
Internal revenue
Revenue from external customers 211.5 389.1 135.8 736.4 736.4
Adjusted operating profit/(loss) 52.8 73.3 (0.4) 125.7 (25.2) 100.5
Adjusting items (see Note 5) (8.4) (4.1) (133.6) (146.1) 3.8 (142.3)
Operating profit/(loss) 44.4 69.2 (134.0) (20.4) (21.4) (41.8)
Other expenses (1.3)
Finance income 9.9
Finance expense (21.6)
Tax (7.8)
Profit from discontinued operations 11.5
LOSS FOR THE YEAR (51.1)
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
175
2. OPERATING SEGMENTS CONTINUED
2022
Personal
Care and
Coatings
1
$m
Ta l c
$m
Segment
t o t a l s
$m
Central
c o s t s
$m
To t a l
$m
Fixed assets 637.7 259.4 897.1 149.5 1,046.6
Inventories 151.6 30.3 181.9 0.1 182.0
Trade and other receivables 70.9 17.2 88.1 6.8 94.9
Other tax recoverable 17.5 17.5
Derivatives 12.0 12.0
Tax assets 31.8 31.8
Retirement benefit surplus 26.4 26.4
Cash and cash equivalents 54.9 54.9
SEGMENT ASSETS 860.2 306.9 1,167.1 299.0 1,466.1
Assets classified as held for sale 160.9
TOTAL ASSETS 1,627.0
Trade and other payables (83.6) (27.3) (110.9) (24.5) (135.4 )
Operating provisions (0.8) (4.6) (5.4) (24.3) (29.7 )
Lease liabilities (26.1) (9.6) (35.7) (0.6) (36.3 )
Bank overdrafts and loans (417.4) (417.4 )
Current tax liabilities (20.2) (20.2 )
Retirement benefit obligations (8.9) (8.9 )
Deferred tax liabilities (131.3) (131.3 )
Financial liabilities (6.1) (6.1 )
SEGMENT LIABILITIES (110.5) (41.5) (152.0) (633.3) (785.3 )
Liabilities classified as held for sale (57.8 )
TOTAL LIABILITIES (843.1 )
NET ASSETS 749.7 265.4 1,015.1 (334.3) 783.9
Capital additions 18.3 17.1 35.4 3.2 38.6
Depreciation and amortisation (28.6) (24.8) (53.4) (3.2) (56.6 )
1 Due to the shared nature of the production facilities for the Personal Care and Coatings segments a split of assets and liabilities by segment is not available
and the cost to determine such a split would be prohibitive therefore assets and liabilities are shown in aggregate for these segments.
ANALYSIS BY GEOGRAPHY
2022
N o r t h
America
$m
U n i te d
Kingdom
$m
R e st o f
Eu r op e
$m
R e st o f
th e W o rl d
$m
To t a l
$m
Revenue from external customers 234.6 23.2 250.3 228.3 736.4
Fixed assets 666.9 26.4 280.9 72.4 1,046.6
Capital additions 20.1 6.0 5.3 7.2 38.6
Depreciation and amortisation (24.0) (1.5) (27.9) (3.2) (56.6 )
Revenue is based on the location of the customer. The Group’s largest customer accounts for 7.5% of revenue ($55.5m).
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
176
SEGMENTAL ANALYSIS FOR THE YEAR ENDED 31 DECEMBER 2021
2021
Personal
Ca re
$m
Coatings
$m
Ta lc
$m
S e gm e nt
tot al s
$m
Central costs
$m
To t a l
$m
Revenue 174.7 384.3 150.4 709.4 709.4
Internal revenue
Revenue from external customers 174.7 384.3 150.4 709.4 709.4
Adjusted operating profit/(loss) 36.7 61.8 14.0 112.5 (24.5) 88.0
Adjusting items (see Note 5) (8.8) (5.3) (58.3) (72.4) (3.7) (76.1)
Operating profit/(loss) 27.9 56.5 (44.3) 40.1 (28.2) 11.9
Loss on disposal (1.7)
Other expenses (2.0)
Finance income 11.0
Finance expense (26.7)
Tax (0.4)
Profit from discontinued operations 10.4
PROFIT FOR THE YEAR 2.5
2021
Personal
Ca re, a n d
Coatings
1
$m
Ta lc
$m
S e gm e nt
tot al s
$m
Central
costs
2
$m
Discontinued
segments
2
$m
To t a l
$m
Fixed assets 659.1 310.5 969.6 268.4 77.4 1,315.4
Inventories 109.0 23.0 132.0 (0.1) 54.2 186.1
Trade and other receivables 90.0 23.2 113.2 5.5 20.2 138.9
Other tax recoverable 19.7 19.7
Derivatives 0.2 0.2
Tax assets 34.9 0.2 35.1
Retirement benefit surplus 56.6 56.6
Cash and cash equivalents 84.6 84.6
SEGMENT ASSETS 858.1 356.7 1,214.8 469.8 152.0 1,836.6
Trade and other payables (86.2) (21.6) (107.8) (22.3) (30.9) (161.0)
Operating provisions (1.0) (4.4) (5.4) (34.8) (21.6) (61.8)
Lease liabilities (27.9) (11.0) (38.9) (0.8) (0.5) (40.2)
Bank overdrafts and loans (482.5) (482.5)
Current tax liabilities (17.4) (17.4)
Retirement benefit obligations (14.5) (2.8) (17.3)
Deferred tax liabilities (149.2) (0.8) (150.0)
Financial liabilities (5.4) (5.4)
SEGMENT LIABILITIES (115.1) (37.0) (152.1) (726.9) (56.6) (935.6)
NET ASSETS 743.0 319.7 1,062.7 (257.1) 95.4 901.0
Capital additions 28.9 14.3 43.2 4.4 8.7 56.3
Depreciation and amortisation (28.3) (27.4) (55.7) (2.6) (10.0) (68.3)
1 Due to the shared nature of the production facilities for the Personal Care and Coatings segments a split of assets and liabilities by segment is not available
and the cost to determine such a split would be prohibitive. Assets and liabilities are therefore shown in aggregate for these segments.
2 The results of the Chromium business, which has been classified as held for sale as of 30 November 2022, have been represented within the central costs
and discontinued segments above.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
177
2. OPERATING SEGMENTS CONTINUED
ANALYSIS BY GEOGRAPHY
2021
N o r t h
America
$m
U n i te d
Kingdom
$m
R e st o f
Eu r op e
$m
Rest of the
Wo r l d
$m
To t a l
$m
Revenue from external customers 180.1 21.0 272.3 236.0 709.4
Fixed assets 750.9 155.2 335.0 74.3 1,315.4
Capital additions 19.9 1.5 16.3 9.9 47.6
Depreciation and amortisation (23.3) (1.6) (30.3) (3.1) (58.3)
Revenue is based on the location of the customer. The Group’s largest customer accounts for 7.5% of revenue ($43.3m).
3. FINANCE INCOME
2 0 2 2
$m
20 21
$m
Interest on bank deposits 0.2 0.3
Pension and other post retirement liabilities 0.6
Fair value movement on derivatives 9.1 10.7
9.9 11.0
4. FINANCE COSTS
2 0 2 2
$m
20 21
$m
Interest on bank loans 19.5 23.2
Pension and other post retirement liabilities 0.2
Unwind of discount on provisions 0.7 1.7
Interest on lease liabilities 1.4 1.6
21.6 26.7
5. ADJUSTING ITEMS
2 0 2 2
$m
2 0 2 2
Discontinued
operations
$m
2 0 2 2
To t a l
$m
20 21
$m
2021
Discontinued
operations
$m
20 21
To t a l
$m
Business transformation 4.8 4.8 4.3 0.3 4.6
Environmental provisions
Increase in provisions due to additional
remediation work identified 3.4 5.3 8.7 5.3 4.3 9.6
Decrease in provisions due to change in
discount rate (7.2) (3.1) (10.3) (0.6) (0.7) (1.3)
Impairment of property, plant and equipment 23.0 23.0
Impairment of goodwill 103.4 103.4 52.3 52.3
Sale of Montreal land (1.0) (1.0)
Costs associated with Chromium disposal 5.6 5.6
Amortisation of intangibles arising on acquisition 14.9 0.2 15.1 15.8 0.2 16.0
142.3 8.0 150.3 76.1 4.1 80.2
Sale of Business 1.7 1.7
Unrealised mark to market of derivative financial
instruments (6.6) (6.6) (10.7) (10.7)
Tax credit in relation to adjusting items (8.3) (1.7) (10.0) (10.5) (0.8) (11.3)
127.4 6.3 133.7 56.6 3.3 59.9
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
178
A number of items have been recorded under ‘adjusting items’ by virtue of their size and/or one time nature, in line with our accounting
policy in Note 1, in order to provide additional useful analysis of the Group’s results. The Group considers the adjusted results to be an
important measure used to monitor how the businesses are performing as they achieve consistency and comparability between reporting
periods. The net impact of these items on the Group profit before tax for the year is a debit of $135.7m (2021: $67.1m). The items fall into a
number of categories, as summarised below:
Business transformation – In November 2020, the closure of the Charleston plant was announced. Costs of $2.9m ($4.2m in 2021)
(including $0.4m of depreciation ($0.4m in 2021)) associated with the closure of the site are classified as an adjusting item and the site is
planned to be disposed of in the future. Since November 2020, costs of $22.7m have been incurred in relation to the closure of the site.
In addition to this, costs of $1.9m have been incurred in relation to the Talc integration and synergy projects. These projects were
completed in 2022.
Environmental provisions – The Group’s environmental provision is calculated on a discounted cash flow basis, reflecting the time
period over which spending is estimated to take place. The movement in the provision relates to a change in discount rates that has
decreased the liability by $7.2m in the year (2021: $0.6m) and extra remediation work identified in the year which has resulted in a $3.4m
increase to the liability (2021: $5.3m). As these costs relate to non-operational facilities they are classified as adjusting items.
Impairment of property, plant and equipment – In 2022 the Group recognised a non-cash $23.0m impairment in respect of non-
operational bioleaching property, plant and equipment in the Talc business. The Group determined that the operational, health and safety
and financial commitments required to operate the equipment were not the best use of the Group’s resources.
Impairment of goodwill – The performance of the Talc business was adversely impacted by a lower demand environment, global
inflationary pressures, higher energy costs and the Russia invasion of Ukraine. These factors, as well as a reduction in the near term
forecasted profitability of the Talc business and a rise in the pre-tax discount rate resulted in an impairment charge of $103.4m being
recognised (2021: $52.3m). Due to the currency in which the goodwill was held, this impairment also gave rise to a $8.0m (2021: $0.8m)
movement in exchange differences on translation of foreign operations within other comprehensive income.
Costs associated with Chromium disposal – As announced in November 2022, the Group signed a sale and purchase agreement for
the divestment of its Chromium business. The transaction completed in January 2023. Costs totalling $5.6m were incurred during 2022 as
part of the divestiture process.
Sale of Montreal land – In 2021 the Group disposed of a non-core parcel of land in Montreal, Canada. The profit on disposal has been
treated as an adjusting item.
Amortisation of intangibles arising on acquisition – Amortisation of $14.9m (2021: $15.8m) represents the charge in respect of the
Group’s acquired intangible assets. As in previous years, these are included in adjusting items as they are a non-cash charge arising from
historical investment activities.
Sale of Business – In 2021, the $1.7m loss on disposal of two non-core dental businesses, Eisenbacher Dentalwaren ED GmbH and
Adentatec GmbH, was treated as an adjusting item.
Unrealised mark to market of derivatives – The unrealised movements in the mark to market valuation of financial instruments that are
not in hedging relationships are treated as adjusting items as they are unrealised non-cash fair value adjustments that will not affect the
cash flows of the Group.
Tax on adjusting items – this is the net impact of tax relating to the adjusting items listed above.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
179
5. ADJUSTING ITEMS CONTINUED
To support comparability with the financial statements as presented in 2022, a reconciliation to the adjusted consolidated income
statement is shown below.
2 0 2 2
P r o f i t
and loss
$m
2 0 2 2
A d j u s t i n g
items
$m
2 0 2 2
A d j u s t e d
profit and
l o s s
$m
Revenue 736.4 736.4
Cost of sales (437.5) (437.5)
Gross profit 298.9 298.9
Distribution costs (125.0) (125.0)
Administrative expenses (215.7) 142.3 (73.4)
Operating (loss)/profit (41.8) 142.3 100.5
Other expenses (1.3) (1.3)
Finance income 9.9 (6.6) 3.3
Finance costs (21.6) (21.6)
(Loss)/profit before income tax (54.8) 135.7 80.9
Tax (7.8) (8.3) (16.1)
(Loss)/profit from continuing operations (62.6) 127.4 64.8
Profit from discontinued operations 11.5 6.3 17.8
(Loss)/profit for the year (51.1) 133.7 82.6
Attributable to:
Equity holders of the parent (51.1) 133.7 82.6
EARNINGS PER SHARE
From continuing operations
Basic (loss)/earnings (cents) (10.7) 21.8 11.1
Diluted (loss)/earnings (cents) (10.7) 21.6 10.9
From continuing and discontinued operations
Basic (loss)/earnings (cents) (8.8) 23.0 14.2
Diluted (loss)/earnings (cents) (8.8) 22.7 13.9
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
180
20 21
Pr o fi t
a n d l os s
$m
20 21
Adjusting
i t e ms
$m
20 21
Adjusted
p r of i t
a n d l os s
$m
Revenue 709.4 709.4
Cost of sales (420.4) (420.4)
Gross profit 289.0 289.0
Distribution costs (126.1) (126.1)
Administrative expenses (151.0) 76.1 (74.9)
Operating profit 11.9 76.1 88.0
Loss on disposal (1.7) 1.7
Other expenses (2.0) (2.0)
Finance income 11.0 (10.7) 0.3
Finance costs (26.7) (26.7)
(Loss)/profit before income tax (7.5) 67.1 59.6
Tax (0.4) (10.5) (10.9)
(Loss)/profit from continuing operations (7.9) 56.6 48.7
Profit from discontinued operations 10.4 3.3 13.7
Profit for the year 2.5 59.9 62.4
Attributable to:
Equity holders of the parent 2.5 59.9 62.4
EARNINGS PER SHARE
From continuing operations
Basic (loss)/earnings (cents) (1.4) 9.8 8.4
Diluted (loss)/earnings (cents) (1.4) 9.7 8.3
From continuing and discontinued operations
Basic earnings (cents) 0.4 10.3 10.7
Diluted earnings (cents) 0.4 10.2 10.6
To support comparability with the financial statements as presented in 2022, a reconciliation from operating profit/(loss) to adjusted
operating profit/(loss) by segment is shown below for each year.
2022
Personal
Care
$m
Coatings
$m
Ta l c
$m
Segment
t o t a l s
$m
Central
c o s t s
$m
To t a l
$m
OPERATING PROFIT/(LOSS) 44.4 69.2 (134.0) (20.4) (21.4) (41.8)
Adjusting Items
Business transformation 2.9 1.9 4.8 4.8
Increase in environmental provisions due to additional
remediation work identified 3.4 3.4
Decrease in environmental provisions due to change in
discount rate (7.2) (7.2)
Impairment of property, plant and equipment 23.0 23.0 23.0
Impairment of goodwill 103.4 103.4 103.4
Amortisation of intangibles arising on acquisition 8.4 1.2 5.3 14.9 14.9
ADJUSTED OPERATING PROFIT/(LOSS) 52.8 73.3 (0.4) 125.7 (25.2) 100.5
Operating profit from discontinued operations 15.2
Adjusting items from discontinued operations 8.0
ADJUSTED OPERATING PROFIT FROM DISCONTINUED
OPERATIONS 23.2
ADJUSTED OPERATING PROFIT FROM TOTAL
OPERATIONS 123.7
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
181
5. ADJUSTING ITEMS CONTINUED
2021
Personal
Ca re
$m
Coatings
$m
Ta lc
$m
S e gm e nt
tot al s
$m
Central
c o st s
$m
To t a l
$m
OPERATING PROFIT/(LOSS) 27.9 56.5 (44.3) 40.1 (28.2) 11.9
Adjusting Items
Business transformation 0.1 4.2 4.3 4.3
Increase in environmental provisions due to additional
remediation work identified 5.3 5.3
Decrease in environmental provisions due to change
in discount rate (0.6) (0.6)
Impairment of goodwill 52.3 52.3 52.3
Sale of Montreal land (1.0) (1.0)
Amortisation of intangibles arising on acquisition 8.7 1.1 6.0 15.8 15.8
ADJUSTED OPERATING PROFIT/(LOSS) 36.7 61.8 14.0 112.5 (24.5) 88.0
Operating profit from discontinued operations 14.5
Adjusting items from discontinued operations 4.1
ADJUSTED OPERATING PROFIT FROM
DISCONTINUED OPERATIONS 18.6
ADJUSTED OPERATING PROFIT FROM TOTAL
OPERATIONS 106.6
6. INCOME TAX EXPENSE
2 0 2 2
$m
20 21
$m
CURRENT TAX:
UK corporation tax 11.2 12.5
Overseas corporation tax 6.5 4.2
Adjustments in respect of prior years:
United Kingdom (0.6) (1.0)
Overseas (3.8) (7.2)
Total current tax 13.3 8.5
DEFERRED TAX:
United Kingdom 3.1 (2.8)
Overseas (8.4) (4.8)
Adjustment in respect of prior years:
United Kingdom
Overseas (0.2) (0.5)
Total deferred tax (5.5) (8.1)
Income tax expense for the year 7.8 0.4
COMPRISING:
Income tax expense for the year 7.8 0.4
Adjusting items*
Overseas taxation on adjusting items (6.3) (11.4)
UK taxation on adjusting items (2.0) 0.9
Taxation on adjusting items (8.3) (10.5)
Income tax expense for the year after adjusting items 16.1 10.9
* See Note 5 for details of adjusting items.
The tax charge on profits represents an effective rate of 14.2% (2021: 5.3%) and an effective tax rate after adjusting items of 20.0%
(2021: 18.3%).
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
182
The tax impact of the adjusting items outlined within Note 5 and within the consolidated income statement relates to the following:
2 0 2 2
G r o s s
$m
2 0 2 2
Ta x
i m p a c t
$m
20 21
G r os s
$m
20 21
Ta x
impact
$m
Business transformation 4.8 1.1 4.3 0.9
Environmental provisions (3.8) (0.7) 4.7 0.9
M&A and disposal costs 1.7
Impairment of property, plant and equipment 23.0 4.9
Impairment of goodwill 103.4 52.3
Mark to market of derivative financial instruments (6.6) (1.3) (10.7) (2.0)
Sale of Montreal land (1.0)
Amortisation of intangibles arising on acquisition 14.9 2.9 15.8 3.5
Reversal of uncertain tax provision 1.4 7.2
Tax (credit)/charge and effective tax rate for the year 135.7 8.3 67.1 10.5
The Group is international and has operations across a range of jurisdictions. Accordingly, tax charges of the Group in future periods will
be affected by the profitability of operations in different jurisdictions and changes to tax rates and regulations in the jurisdictions within
which the Group has operations. The Group’s adjusted effective tax rate in 2022 is slightly lower than its usual range due to beneficial
adjustments in respect of prior years and the recognition of previously unrecognised deferred tax assets. The medium-term expectation
for the Group’s adjusted effective tax rate is around 25-26% due to the previously announced increase in UK corporation tax rates from
April 2023.
On 20 December 2021 the OECD published its Global Anti-Base Erosion Model Rules (Pillar Two). The report provides a model for a
coordinated system of taxation that imposes a top-up tax on profits arising in a jurisdiction whenever the effective tax rate, determined on
a jurisdictional basis, is below the minimum tax rate of 15%. Each OECD member nation is implementing Pillar Two on slightly different
timescales but certain jurisdictions have announced their intentions to implement for accounting periods beginning on or after
31 December 2023. The Group continues to consider the impact of the announcements on its tax position.
The total charge for the year can be reconciled to the accounting profit as follows:
2 0 2 2
$m
2 0 2 2
%
20 21
$m
20 21
%
Loss before tax (54.8) (7.5)
Tax at 19.00% (2021: 19.00%) (10.4) (19.0) (1.4) (19.0)
Difference in overseas effective tax rates 2.3 4.2 1.5 20.0
Income not taxable and impact of tax efficient financing (0.4) (0.7) (1.0) (13.3)
Expenses not deductible for tax purposes 21.8 39.7 12.0 160.0
Adjustments in respect of prior years (4.6) (8.4) (8.8) (117.2)
Tax rate changes 0.2 0.4 (1.3) (17.2)
Movement in unrecognised deferred tax (1.1) (2.0) (0.6) (8.0)
Total charge and effective tax rate for the year 7.8 14.2 0.4 5.3
The adjustment in respect of prior years relates primarily to the release of uncertain tax provisions.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
183
7. LOSS FROM CONTINUING OPERATIONS
Loss from continuing operations of $62.6m (2021: $7.9m) has been arrived at after charging/(crediting):
2 0 2 2
$m
20 21
$m
Employee costs (see Note 8) 133.1 131.3
Net foreign exchange (losses)/gains (1.3) 0.9
Research and development costs 8.1 7.5
Depreciation of property, plant and equipment 41.2 41.9
Amortisation of intangible assets 15.4 16.4
Total depreciation and amortisation expense 56.6 58.3
Loss/(profit) on disposal 1.7
Profit on disposal of property, plant and equipment 0.3 0.2
Write off of inventory 3.0 1.3
Cost of inventories recognised as expense 302.9 294.5
Fees payable to the Company’s auditor and its associates:
Audit of company
1
1.4 1.4
Audit of subsidiaries 1.0 1.1
Audit related services – interim review 0.3 0.2
Other advisory fees
1
In 2021, the $1.4m of audit of company includes $0.3m of extra fees relating to the 2020 group audit .
GOVERNMENT GRANTS AND OTHER COVID-19 ASSISTANCE
The Group has accessed various government support schemes aimed at mitigating the impact losses resulting from COVID-19. During the
year payment plans were agreed with the tax authorities in China and Taiwan to defer payment of income taxes and payroll taxes, resulting
in $1.6m of payment deferrals.
8. EMPLOYEES
2 0 2 2
$m
20 21
$m
Employee costs:
Wages and salaries 113.2 111.2
Social security costs 9.6 8.8
Pension costs 7.2 7.7
Share based payment costs 3.1 3.6
133.1 131.3
2 0 2 2
Number
20 21
Number
Average number of FTE employees
1
:
Specialty Products 951 940
Talc 235 252
Central 17 17
Total 1,203 1,209
1
Full time equivalent including contractors and does not include part time employees.
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
184
The aggregate amount of Directors’ remuneration (salary, bonus and benefits) is shown in the Remuneration Report on page 141;
The aggregate amount of gains made by Directors on exercise of share options was $nil (2021: $0.1m).
The remuneration of the highest paid Director was $2.7m (2021: $2.6m).
Payments have been made to a defined contribution pension scheme on behalf of 1 Director (2021: 1 Director). For the highest paid
Director, pension contributions of $0.2m (2021: $0.2m) were made.
9. EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share attributable to the ordinary equity holders of the parent is based on the
following:
2 0 2 2
$ m
2 0 2 2
Discontinued
operations
$m
2 0 2 2
To t a l
$m
20 21
$m
20 21
Discontinued
Operations
$m
20 21
To t a l
$m
EARNINGS:
(Loss)/earnings for the purpose of basic earnings
per share (62.6) 11.5 (51.1) (7.9) 10.4 2.5
Adjusting items net of tax 127.4 6.3 133.7 56.6 3.3 59.9
Adjusted earnings 64.8 17.8 82.6 48.7 13.7 62.4
2 0 2 2
m
20 21
m
NUMBER OF SHARES:
Weighted average number of shares for the purposes of basic earnings per share 582.6 581.0
Effect of dilutive share options 9.7 7.8
Weighted average number of shares for the purposes of diluted earnings per share 592.3 588.8
The dilutive (loss)/earnings per share calculation in the table below, does not include the impact of the 9.7m dilutive share options
(2021: 7.8m dilutive share options), as the inclusion of these potential shares would have an anti-dilutive impact on the diluted loss per
share from continuing operations; it would decrease the diluted loss per share from continuing operations.
2 0 2 2
cents
2022
Discontinued
operations
cents
2 0 2 2
To t a l
cents
20 21
cents
2021
Discontinued
operations
cents
20 21
To t a l
cents
EARNINGS PER SHARE:
Basic (loss)/earnings (10.7) 2.0 (8.8) (1.4) 1.8 0.4
Diluted (loss)/earnings (10.7) 2.0 (8.8) (1.4) 1.8 0.4
Basic after adjusting items 11.1 3.1 14.2 8.4 2.4 10.7
Diluted after adjusting items 10.9 3.0 13.9 8.3 2.3 10.6
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
185
10. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
$m
Brand
$m
Customer
li s ts
$m
O t he r
intangible
assets
$m
To t a l
$m
COST:
At 1 January 2021 728.3 26.7 170.5 106.1 1,031.6
Exchange differences (2.2) 0.2 (4.1) (2.0) (8.1)
Additions 0.4 0.4
Acquisition 0.5 0.1 0.6
Disposals (1.0) (1.0)
At 31 December 2021 725.6 26.9 166.4 104.6 1,023.5
Exchange differences (26.2) (1.6) (3.2) (3.3) (34.3)
Additions 0.2 0.2
Transferred to assets held for sale (see Note 32) (2.6) (2.6)
AT 31 DECEMBER 2022 699.4 25.3 163.2 98.9 986.8
AMORTISATION AND IMPAIRMENT:
At 1 January 2021 60.3 3.2 30.1 45.3 138.9
Charge for the year 9.5 7.1 16.6
Impairment 52.3 52.3
Disposals
At 31 December 2021 112.6 3.2 39.6 52.4 207.8
Exchange differences 2.5 (0.7) (1.9) 1.4 1.3
Charge for the year 8.8 6.9 15.7
Impairment 103.4 103.4
Transferred to assets held for sale (see Note 32) (1.6) (1.6)
AT 31 DECEMBER 2022 218.5 2.5 46.5 59.1 326.6
CARRYING AMOUNT:
AT 31 DECEMBER 2022 480.9 22.8 116.7 39.8 660.2
At 31 December 2021 613.0 23.7 126.8 52.2 815.7
At 1 January 2021 668.0 23.5 140.4 60.8 892.7
The net book value of customer lists includes $89.3m (2021: $94.9m) in relation to the acquisition of SummitReheis which have remaining
lives of between 5 and 17 years (2021: between 6 and 18 years) and $27.5m (2021: $32.1m) in relation to the acquisition of Mondo which
have remaining lives of 11 years (2021: 12 years).
The brand intangibles represent the value ascribed to the trading name and reputation of the Deuchem, Fancor, Watercryl, Hi-Mar and
SummitReheis acquisitions. The Group, with the exception of SummitReheis, considers these to have significant and ongoing value to the
business that will be maintained and it is therefore considered appropriate to assign these assets an indefinite useful life. The brand
relating to SummitReheis has been amortised over a period of three years, and the carrying amount of this intangible is $nil (2021: $nil).
The carrying amount of brand intangibles with an indefinite useful life is $22.8m (2021: $23.7m). Brand intangibles with an indefinite useful
life are tested annually for impairment as part of the annual goodwill impairment test and have been allocated to the Personal Care and
Coatings CGUs.
Included within other intangible assets above are technology related intangible assets of $30.1m (2021: $35.1m) arising from the
acquisition of Mondo which have remaining useful lives of 11 years (2021: 12 years), and know how related intangible assets of $6.2m
(2021: $8.2m) which have remaining useful lives of between 4 and 5 years (2021: 5 and 6 years).
The remaining intangible assets comprise the value ascribed to customer lists, patents and non-compete clauses, which are being
amortised over periods of 5 to 24 years.
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
186
GOODWILL AND BRAND INTANGIBLES WITH AN INDEFINITE USEFUL LIFE IMPAIRMENT TESTING
Goodwill and brand intangibles with an indefinite useful life are allocated to the Group’s cash-generating units (CGUs) as follows:
2 0 2 2
$m
20 21
$m
Personal Care 296.0 297.9
Coatings 207.7 208.5
Talc 130.3
Chromium
At 31 December 503.7 636.7
The Group tests annually for impairment at 31 October, or more frequently, if there are events or circumstances that indicate that the
carrying amount may not be recoverable.
BASIS OF THE RECOVERABLE AMOUNT
The recoverable amounts of the Group’s CGUs are determined from value in use calculations which use cash flow projections based on
financial budgets approved by the directors covering a five year period.
MANAGEMENT’S JUDGEMENT IN ESTIMATING THE CASH FLOWS OF A CGU
The key assumptions for the value in use calculations are expected changes to sales volumes, selling prices and direct costs during the
forecast period, growth rates used to extrapolate beyond the forecast period and the discount rates applied to the resulting cash flows.
Changes in sales volumes, selling prices and direct costs are based on past practices and expectations of future changes in the market. A
5 year forecasting model is used for all CGUs (2021: 3 year for all CGUs except for Talc which was 5 years).
GROW TH RATES
Cash flows for periods beyond the forecast period are extrapolated based on estimated long-term growth rates. The rates do not exceed
the average long term growth rate for the relevant products or markets.
DISCOUNT RATES
Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the
risks specific to the CGUs.
PERSONAL CARE
The recoverable amount of the CGU was calculated using forecast cash flows based on budgets and plans for 2023 to 2027, a pre-tax
discount rate of 12.0% (2021: 10.8%) and a long-term growth rate of 5.0% (2021: 5.0%) based on the long term historical growth rate seen
in this CGU. The recoverable amount exceeded the carrying value of the CGU by $230.9m (2021: $72.6m). The Directors do not consider
that any reasonably possible changes to the key assumptions would reduce the recoverable amount to its carrying value.
COATINGS
The recoverable amount of the CGU was calculated using forecast cash flows based on budgets and plans for 2023 to 2027, a pre-tax
discount rate of 11.9% (2021: 11.2%) and a long-term growth rate of 3.0% (2021: 3.0%). The recoverable amount exceeded the carrying
value of the CGU by $531.8m (2021: $454.1m). The Directors do not consider that any reasonably possible changes to the key
assumptions would reduce the recoverable amount to its carrying value.
TA L C
The performance of the Talc business was adversely impacted in the second half of 2022 by a lower demand environment, global
inflationary pressures, higher energy costs and the Russian invasion of Ukraine. These factors, as well as a reduction in the near term
forecasted profitability of the Talc business and a rise in the pre-tax discount rate, resulted in an impairment charge of $103.4m being
recognised (2021: $52.3m). Due to the currency in which the goodwill was held, this impairment also gave rise to a $8.0m (2021: $0.8m)
movement in exchange differences on translation of foreign operations within other comprehensive income.
The recoverable amount of $244.6m (2021: $440.7m) for the CGU was calculated using forecasted cash flows based on budgets and plans
for 2023 to 2027, a pre-tax discount rate of 12.0% (2021: 10.0%), a long-term growth rate of 3.0% (2021: 3.0%), and revenue growth of
between 4.1% and 12.8% (2021: 5.0% and 8.0%). The pre-tax discount rate is based on the geographies in which the Talc CGU operates.
The increase in the pre-tax discount rate used in 2022 as compared to 2021, was primarily driven by the increase in risk-free rates and the
pre-tax cost of debt. The long-term growth rates are supported by third party studies which consider the long-term growth prospects for
the Talc industry. The revenue growth forecasts reflect market and independent data as well as management’s estimates regarding
medium term growth in the Talc industry. The movement in the revenue growth forecasts in 2022 as compared to 2021 reflects a steady
recovery of the Talc business following the lower demand noted in the second half of 2022.
The high end of reasonably possible changes, all in isolation, would have the following impact: increasing the discount rate by 0.5% would
result in an impairment charge $13.4m to amortising intangible assets; decreasing the long-term growth rate by 1.0% would result in a
further impairment charge of $17.5m to amortising intangible assets; and decreasing the forecasted revenue by 2.5%, yearly over each
year in the 5 year forecasting model, would result in a further impairment charge of $24.8m to amortising intangible assets.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
187
10. GOODWILL AND OTHER INTANGIBLE ASSETS CONTINUED
GOODWILL AND BRAND INTANGIBLES WITH AN INDEFINITE USEFUL LIFE IMPAIRMENT TESTING CONTINUED
CHROMIUM
The recoverable amount of the CGU, which was classified as held for sale in November 2022 (refer to Note 32), was calculated using
forecast cash flows based on budgets and plans for 2023 to 2027, a pre-tax discount rate of 12.0% (2021: 11.3%) and a long-term growth
rate of 3.0% (2021: 3.0%). The recoverable amount exceeded the carrying value of the CGU by $140.0m (2021: $135.1m). The Directors do
not consider that any reasonably possible changes to the key assumptions would reduce the recoverable amount to its carrying value.
11. PROPERTY, PLANT AND EQUIPMENT
Right-of-use assets
Land and
buildings
$m
Plant and
machinery
$m
Fixtures
f i t t i ng s
a n d
equipment
$m
U n de r
construction
$m
Land and
buildings
$m
Plant and
machinery
$m
Fixtures
f i t t i ng s
a n d
equipment
$m
To t a l
$m
COST:
At 1 January 2021 128.6 670.2 47.2 28.5 53.3 5.8 3.1 936.7
Additions 13.9 38.6 1.4 0.5 0.1 54.5
Exchange differences (2.0) (23.6) (0.4) (0.5) (1.0) (0.3) (0.1) (27.9)
Disposals (0.4) (1.2) (2.6) (0.2) (4.4)
Acquisitions through business
combinations 0.1 0.2 0.3
Reclassifications 0.9 21.2 (0.6) (21.5)
At 31 December 2021 127.1 680.6 43.8 45.1 53.7 6.0 2.9 959.2
Additions 13.5 33.4 4.0 0.8 0.5 52.2
Exchange differences (5.0) (25.1) (1.4) (1.6) (0.9) (0.3) (34.3)
Disposals (5.7) (0.2) (1.5) (1.5) (8.9)
Reclassifications 1.6 33.5 1.6 (36.7)
Transferred to assets held for sale
(see Note 32) (34.0) (186.2) (11.7) (7.3) (0.8) (0.6) (240.6)
AT 31 DECEMBER 2022 89.7 510.6 32.1 32.9 55.3 4.2 2.8 727.6
ACCUMULATED
DEPRECIATION AND
IMPAIRMENT LOSSES:
At 1 January 2021 65.2 295.7 36.2 19.8 2.0 1.8 420.7
Charge for the year 2.4 43.9 0.4 3.6 0.9 0.5 51.7
Exchange differences (1.0) (7.1) (0.6) (0.3) (0.1) (0.1) (9.2)
Disposals (1.1) (2.5) (0.1) (3.7)
Reclassifications (0.2) (1.1) 1.3
At 31 December 2021 66.4 330.3 34.8 23.1 2.8 2.1 459.5
Charge for the year 2.6 39.6 1.6 4.1 0.9 0.5 49.3
Exchange differences (2.5) (10.9) (0.7) (0.3) (14.4)
Disposals (4.9) (0.2) (0.7) (0.1) (5.9)
Impairment losses 23.0 23.0
Reclassifications 0.4 3.2 (3.6)
Transferred to assets held for sale
(see Note 32) (26.4) (134.3) (8.6) (0.6) (0.4) (170.3)
AT 31 DECEMBER 2022 40.5 246.0 23.3 26.2 3.0 2.2 341.2
NET BOOK VALUE:
AT 31 DECEMBER 2022 49.2 264.6 8.8 32.9 29.1 1.2 0.6 386.4
At 31 December 2021 60.7 350.3 9.0 45.1 30.6 3.2 0.8 499.7
At 1 January 2022 63.4 374.5 11.0 28.5 33.5 3.8 1.3 516.0
Group capital expenditure contracted but not provided for in these financial statements amounted to $nil (2021: $nil).
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
188
In 2022, the Group recognised a $23.0m non-cash impairment of the non-operational bioleaching property, plant and equipment acquired
as part of the Mondo acquisition, impairing the asset to a $nil carrying value. The impairment was a result of the Group concluding that the
operational, health and safety and financial commitments required to operate the equipment were not the best use of the Group’s resources.
In 2022 and 2021, the Group reclassified items of property, plant and equipment from under construction to their relevant categories upon
these assets becoming available for use.
12. INVENTORIES
2 0 2 2
$m
20 21
$m
Raw materials and consumables 55.4 62.5
Work in progress 10.7 17.4
Finished goods and goods purchased for resale 115.9 106.2
182.0 186.1
Inventories are disclosed net of provisions for obsolescence of $5.6m (2021: $7.3m).
13. TRADE AND OTHER RECEIVABLES
2 0 2 2
$m
20 21
$m
Trade receivables 77.5 110.6
Other receivables 10.4 20.4
Prepayments 7.0 7.9
94.9 138.9
The Group historically entered into an accounts receivable purchase programme, the net balance outstanding in relation to this
programme was $22.6m (2021: $12.9m).
14. TRADE AND OTHER PAYABLES
2 0 2 2
$m
20 21
$m
Trade payables 74.0 77.8
Other payables 13.5 22.7
Accruals 47.9 60.5
135.4 161.0
The Group historically entered into supplier financing arrangements with Santander and US Bank. At the end of the period the net balance
outstanding on the Santander facility was $nil (2021: $6.2m) and the net balance outstanding on the US bank facility was $0.5m (2021: $0.6m).
15. PROVISIONS
Environmental
$m
Self
insurance
$m
Restructuring
$m
O t he r
$m
To t a l
$m
AT 1 JANUARY 2022 58.7 0.7 1.0 1.4 61.8
(Decrease)/increase in provisions (1.6) 0.7 0.6 (0.3)
Unused amounts reversed (0.1) (0.1)
Unwinding of discount 1.3 1.3
Utilised during the year (7.9) (0.5) (0.2) (0.4) (9.0)
Currency translation differences (3.5) (0.1) 0.1 (3.5)
Transferred to liabilities held for sale (see Note 32) (19.5) (0.4) (0.6) (20.5)
AT 31 DECEMBER 2022 27.5 0.5 0.6 1.1 29.7
DUE WITHIN 1 YEAR 3.8 0.3 0.6 1.1 5.8
DUE AFTER 1 YEAR 23.7 0.2 23.9
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
189
15. PROVISIONS CONTINUED
Environmental provisions relate to manufacturing and distribution sites including certain sites no longer owned by the Group. These
provisions have been derived using a discounted cash flow methodology and reflect the extent to which it is probable that expenditure
will be incurred over the next 25 years. The level of environmental provision is based on managements best estimate of the most likely
outcome for each individual exposure. Environmental provisions are discounted using discount rates which reflect market assessments
and the risks specific to the liabilities. The discount rates used were 4.0% in the US, 4.0% in the UK and 3.3% in Canada.
Included within environmental provisions are amounts in respect of all anticipated costs related to the closure and remediation of
the Chromium UK site at Eaglescliffe. The Eaglescliffe site was not included within the $19.5m transferred to liabilities held for sale.
The following table shows the timeframes over which undiscounted costs in relation to the environmental provisions are expected to
be incurred:
1-10 years
$m
11- 2 0
years
$m
20 -2 5
years
$m
To t a l
$m
Environmental provisions 21.1 12.0 6.0 39.1
Environmental provisions have decreased by $10.3m due to increases in the discount rates used offset by a $8.7m increase due to extra
remediation work identified during the year. The decrease in provisions is included within adjusting items (see Note 5). If the cost estimates
on which the provisions are based were to change by 10%, which is reasonably possible, the provision recognised would increase by
approximately $2.8m.
Whilst a range of outcomes is possible, the Directors believe that the reasonably possible range for the environmental provision is from
$26.6m to $33.8m.
Self-insurance provisions relate to personal injury and other claims from former employees or third parties and represent the aggregate of
outstanding claims plus a projection of losses incurred but not yet reported which together make up the full liability recognised as a
provision. Insurance recoveries are recognised as a separate reimbursement asset. The self-insurance provisions are expected to be
utilised within five years.
Restructuring provisions relate to costs of adjusting head count and other costs of restructuring where a need to do so has been identified
by management. These provisions are expected to be utilised within one year.
16. DEFERRED TAX
Retirement
b e ne f it
p l an s
$m
Accelerated
t a x
depreciation
$m
Amortisation
of U S
goodwill
$m
O t he r
intangible
assets
$m
O t he r
temporary
differences
$m
U n rel i eve d
tax losses
$m
To t a l
$m
AT 1 JANUARY 2021 2.4 (44.1) (63.6) (35.4) 13.3 10.6 (116.8)
Credit/(charge) to the income statement 0.3 (1.9) 0.2 2.4 7.4 (1.9) 6.5
Charge to other comprehensive income (14.5) (0.4) (14.9)
Credit to retained earnings 1.0 1.0
Currency translation differences (0.6) 3.2 1.6 (1.2) (0.8) 2.2
AT 31 DECEMBER 2021 (12.4) (42.8) (63.4) (31.4) 20.1 7.9 (122.0)
(Charge)/credit to the income statement (0.1) 0.4 2.0 0.6 1.5 4.4
Credit to other comprehensive income 5.3 0.8 6.1
Credit to retained earnings 0.4 0.4
Currency translation differences 1.7 (0.1) 1.5 (0.2) 0.2 3.1
Transferred to assets/(liabilities) held for
sale (see Note 32) (0.7) 8.7 (6.5) 1.5
AT 31 DECEMBER 2022 (6.1) (34.3) (63.0) (27.9) 15.2 9.6 (106.5)
DEFERRED TAX ASSETS 15.2 9.6 24.8
DEFERRED TAX LIABILITIES (6.1) (34.3) (63.0) (27.9) (131.3)
Deferred tax assets have been recognised to the extent that it is considered more likely than not that there will be taxable profits from
which the future reversal of the underlying timing differences can be deducted. Where this is not the case, deferred tax assets have not
been recognised.
Deferred tax liabilities are reduced for any deferred tax assets which exist within a jurisdiction where consolidated tax returns are filed and
where tax assets and liabilities may be netted.
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
190
At the balance sheet date the aggregate amount of the temporary differences in relation to the investment in subsidiaries for which
deferred tax liabilities have not been recognised was $37.9m (2021: $37.8m). No liability has been recognised in respect of these
differences because the Group is in a position to control the timing of the reversal of the temporary differences and the Group considers
that it is probable that such differences will not reverse in the foreseeable future. As at the balance sheet date the Group had an
unrecognised deferred tax asset of $4.5m (gross $21.4m) (2021: $8.9m (gross $42.4m)) in relation to restricted US interest deductions, an
unrecognised deferred tax asset of $3.8m (gross $18.9m) (2021: $2.4m (gross $11.9m)) in relation to restricted Finnish interest deductions
and an unrecognised deferred tax asset of $8.6m (gross $26.1m) (2021: $7.3m (gross $22.1m)) in respect of German net operating losses.
17. SHARE CAPITAL
2 0 2 2
$m
20 21
$m
At 1 January 52.2 52.1
Issue of shares 0.1 0.1
At 31 December 52.3 52.2
18. OTHER RESERVES
Capital
redemption
re se r v e
$m
Translation
re se r v e
$m
Hedging
re se r v e
$ m
S h ar e
options
re se r v e
$m
To t a l
$m
AT 1 JANUARY 2021 158.8 (48.9) (8.9) 7.6 108.6
Issue of shares (0.2) (0.2)
Share based payments 5.1 5.1
Exchange differences (18.8) (18.8)
Fair value of cash flow hedges transferred to the income statement 2.7 2.7
Effective portion of changes in fair value of cash flow hedges (0.1) (0.1)
Fair value of cash flow hedges transferred to net assets (2.3) (2.3)
Transfer (4.3) (4.3)
AT 31 DECEMBER 2021 158.8 (67.7) (8.6) 8.2 90.7
Share based payments 3.4 3.4
Exchange differences (54.7) (0.9) (55.6)
Fair value of cash flow hedges transferred to the income statement 1.6 1.6
Effective portion of changes in fair value of cash flow hedges (2.6) (2.6)
Fair value of cash flow hedges transferred to net assets 0.8 0.8
Transfer 7.8 (4.0) 3.8
AT 31 DECEMBER 2022 158.8 (122.4) (1.0) 6.7 42.1
The Company can redeem shares by repaying the market value to the shareholder, whereupon the shares are cancelled. Redemption
must be from distributable profits. The capital redemption reserve represents the nominal value of the shares redeemed.
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign
operations as well as from the translation of liabilities that hedge the Company’s net investment in a foreign subsidiary.
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments
related to hedged transactions that have not yet occurred. The transfer from the hedging reserve to retained earnings is as a result of
adjusting the hedging reserve to reflect the balance of open cash flow hedges at the end of the year.
The share options reserve comprises amounts accumulated in equity in respect of share options and awards granted to employees. The
transfers from the share options reserve to retained earnings is as a result of the exercise and expiry of share options and awards during
the year.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
191
19. BORROWINGS
2 0 2 2
$m
20 21
$m
Bank loans 419.0 485.6
Unamortised syndicate loan fees (4.3) (3.1)
Short-term borrowings 2.7
Carrying value of borrowings at 31 December 417.4 482.5
The borrowings are repayable as follows:
Within one year 2.7
Within two to four years 419.0 485.6
In the fifth year
421.7 485.6
The weighted average interest rates paid were as follows:
2 0 2 2
%
20 21
%
Bank loans 3.0 2.9
Group borrowings were denominated as follows:
U S
dollar euro
To t a l
B a n k
l o a n s
Bank loans
31 DECEMBER 2022 233.1 185.9 419.0
31 December 2021 290.0 195.6 485.6
On 1 July 2022 the Group successfully refinanced its term loans. As part of the refinancing the total quantum of the term loans was
reduced by $100m and the maturity extended to June 2026, with the option of a one year extension. The terms of the revolving credit
facility (RCF) remain unchanged, with $71.6m maturing in September 2024 and $303.4m in September 2025.
The US dollar borrowings comprised of a fully drawn $150.0m term loan (2021: $200.0m) and $83.1m of RCF drawings (2021:$90.0m). The
euro borrowings comprised a fully drawn €142.9m term loan (2021: €172.0m) and €31.4m of RCF drawings (2021: €nil).
The RCF and term loans are governed by the Group’s bank syndicate facilities agreement, under which certain Group entities act as
guarantors. The guarantors to the facilities agreement are required to constitute at least 75% of the Group’s total fixed assets plus current
assets less current liabilities and 75% of the Group’s profits before interest expense and tax.
Each guarantor irrevocably and unconditionally jointly and severally guarantees the punctual performance under the Group’s bank
syndicate facilities agreement. There are no fixed or floating charges over assets.
20. CASH AND CASH EQUIVALENTS
Cash and cash equivalents for the purpose of the consolidated cash flow statement comprise the following:
2 0 2 2
$m
20 21
$m
Cash at bank and on hand 54.9 84.6
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
192
21. FINANCIAL INSTRUMENTS
Held at fair value Held at amortised cost
At 31 December 2022:
T h r o u g h
profit and
l o s s
$m
Derivatives
u s e d f o r
hedging
$m
Loans and
receivables
$m
Liabilities
$m
To t a l b o o k
v a l u e
$m
Total fair
v a l u e
$m
CURRENT:
Trade and other receivables (see note 13) 87.9 87.9 87.9
Derivative financial instruments (see note 22)* 6.9 3.8 10.7 10.7
Cash and cash equivalents (see note 20) 54.9 54.9 54.9
NON-CURRENT:
Derivative financial instruments (see note 22)* 1.3 1.3 1.3
Financial assets 6.9 5.1 142.8 154.8 154.8
CURRENT:
Bank overdrafts and loans (see note 19) (2.7) (2.7) (2.7)
Trade and other payables (see note 14) (135.4) (135.4) (135.4)
Derivative financial instruments (see note 22)* (0.5) (2.8) (3.3) (3.3)
Lease liabilities (see note 24) (6.1) (6.1) (6.1)
NON-CURRENT:
Loans and borrowings** (see note 19) (414.7) (414.7) (419.0)
Lease liabilities (see note 24) (30.2) (30.2) (30.2)
Derivative financial instruments (see note 22)* (2.8) (2.8) (2.8)
Financial liabilities (0.5) (5.6) (589.1) (595.2) (599.5)
TOTAL 6.4 (0.5) 142.8 (589.1) (440.4) (444.7)
Held at fair value Held at amortised cost
At 31 December 2021:
Through
profit and
l o ss
$m
Derivatives
u s ed f o r
hedging
$m
Loans and
receivables
$m
Liabilities
$m
Total book
va l ue
$m
Total fair
va l ue
$m
CURRENT:
Trade and other receivables (see note 13) 131.0 131.0 131.0
Derivative financial instruments (see note 22) 0.2 0.2 0.2
Cash and cash equivalents (see note 20) 84.6 84.6 84.6
Financial assets 0.2 215.6 215.8 215.8
CURRENT:
Bank overdrafts and loans (see note 19)
Trade and other payables (see note 14) (161.0) (161.0) (161.0)
Derivative financial instruments (see note 22)* (1.4) (1.4) (1.4)
Lease liabilities (see note 24) (6.4) (6.4) (6.4)
NON-CURRENT:
Loans and borrowings** (see note 19) (482.5) (482.5) (485.6)
Lease liabilities (see note 24) (33.8) (33.8) (33.8)
Derivative financial instruments (see note 22)* (4.0) (4.0) (4.0)
Financial liabilities (4.0) (1.4) (683.7) (689.1) (692.2)
TOTAL (4.0) (1.2) 215.6 (683.7) (473.3) (476.4)
* Derivatives in an asset and liability position at 31 December 2022 and 31 December 2021 are shown within current or non current financial assets and
current or non current financial liabilities in the consolidated balance sheet.
** Loans and borrowings are shown net of facility fees of $4.3m (2021: $3.1m).
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
193
21. FINANCIAL INSTRUMENTS CONTINUED
FAIR VALUES MEASUREMENT AND HIERARCHY
BASIS FOR DETERMINING FAIR VALUES
The Group measures fair values in respect of financial instruments in accordance with IFRS 13, using the following fair value hierarchy that
reflects the significance of the inputs used in making the measurements:
Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.
Level 2: Valuation techniques based on observable inputs, either directly or indirectly.
Level 3: Valuation techniques using significant unobservable inputs. This category includes contingent consideration.
The following summarises the significant methods and assumptions used in estimating the fair values of financial instruments:
The Group assesses that the fair values of cash and cash equivalents, trade and other receivables, trade and other payables, and the
current portion of floating rate bank and other borrowings, approximate to book values due to the short maturity periods of these financial
instruments. For trade and other receivables, allowances are made within their book value for credit risk. The fair values of lease liabilities
approximate to their book values due to the measurement of lease liabilities at the Group’s incremental borrowing rate, which has not
changed significantly since the inception of the lease liabilities presented. Leases are also negotiated at market rates with independent,
unrelated third parties and are subject to periodic rental reviews.
DERIVATIVES (LEVEL 2)
Fair value is estimated by discounting the difference between the contractual forward price and the current forward price for the residual
maturity of the contract using a risk free interest rate (based on government bonds).
NON-DERIVATIVE NON-CURRENT FINANCIAL LIABILITIES (LEVEL 2)
Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at
the reporting date.
CONTINGENT CONSIDERATION PAYABLE (LEVEL 3)
Fair value has been estimated by calculating the present value of the future expected cash flows. Expected cash inflows are estimated
based on the terms of the sale and purchase contract, the entity’s knowledge of the business and how the current economic environment
is likely to impact it.
Changes in fair value of financial liabilities classified as level 3 in the hierarchy are as follows:
2022
$m
20 21
$m
Contingent consideration at fair value through profit or loss:
At 1 January 13.4
Foreign exchange losses/(gains) (0.1)
Cash paid (13.3)
At 31 December
INTEREST RATES USED FOR DETERMINING FAIR VALUE
The interest rates used to discount estimated cash flows, where applicable, are based on yield curves observable at the balance sheet
date and contractual interest rates. The rates used were as follows:
2022
%
20 21
%
Borrowings 2.4–2.7
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
194
The following table shows amounts recognised in profit or loss in relation to financial assets and liabilities within the scope of IFRS 9:
2 0 2 2
$m
20 21
$m
RECOGNISED IN PROFIT OR LOSS
Revenue – fair value of cash flow hedges transferred from equity to the income statement 1.7 (0.3)
Interest income on bank deposits held at amortised cost 0.2 0.3
Fair value movement on derivatives 9.1 10.7
Financial income 9.3 11.0
Interest on bank loans (19.6) (20.8)
Fair value of cash flow hedges transferred from equity to the income statement 0.1 (2.4)
Interest on lease liabilities (1.4) (1.6)
Financial costs (20.9) (24.8)
The following table shows amounts recognised directly in equity in relation to financial assets and liabilities within the scope of IFRS 9:
2 0 2 2
$m
20 21
$m
RECOGNISED DIRECTLY IN EQUITY
Effective portion of changes in fair value of cash flow hedge (gain/(loss)) (2.6) (0.1)
Fair value of cash flow hedges transferred to income statement 1.6 2.7
Fair value of cash flow hedges transferred to net assets 0.8 (2.3)
Effective portion of change in fair value of net investment hedge 46.2 10.7
Foreign currency translation differences for foreign operations (100.9) (29.1)
Recognised in:
Hedging reserve (0.2) 0.3
Translation reserve (54.7) (18.4)
22. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
Contract or underlying principal
amount Fair Value
At 31 December 2022: Assets Liabilities
A s s e t s
$m
Liabilities
$m
CURRENT:
Interest rate swaps – cash flow hedges €120m/$50m 3.7
Nickel swaps – cash flow hedges 288MT (2.6)
Aluminium swaps – cash flow hedges 2,580MT 1,380MT 0.1 (0.2)
Cross currency swaps €100m/$110m 3.1
Foreign exchange forwards €100m/$109m (0.5)
Swaptions $150m 3.8
TOTAL 10.7 (3.3)
NON CURRENT:
Nickel swaps – cash flow hedges 216MT 720MT 1.3 (2.8)
TOTAL 1.3 (2.8)
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
195
22. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES CONTINUED
Contract or underlying
principal amount Fair Value
At 31 December 2021: Assets Liabilities
Assets
$m
Liabilities
$m
CURRENT:
Interest rate swaps – cash flow hedges €120m / $100m (0.9)
Nickel swaps – cash flow hedges 504 MT (0.5)
Aluminium swaps – cash flow hedges 2,040 MT 1,620 MT 0.2
TOTAL 0.2 (1.4)
NON CURRENT:
Cross currency swaps $110m / €100m (4.0)
TOTAL (4.0)
HEDGING ACTIVITIES
The Group is exposed to certain risks relating to its ongoing business operations. The primary risks managed using derivative instruments
are foreign currency risk, commodity price risk and interest rate risk.
The Group’s risk management strategy is explained in Note 23.
DERIVATIVES DESIGNATED AS HEDGING INSTRUMENTS
COMMODITY PRICE RISK
The Group enters into commodity swap contracts to reduce the volatility attributable to price fluctuations of aluminium and nickel. To the
extent they continue to meet the criteria for hedge accounting, the commodity forward contracts are accounted for as cash flow hedges.
The weighted average strike price on outstanding aluminium hedges was $2,616.0 (2021: $3,577.0) and the weighted average strike price
on outstanding nickel hedges was $29,453.4 (2021: $19,400.0).
There is an economic relationship between the hedged items and the hedging instruments as the terms of the commodity swap contracts
match the terms of the expected highly probable forecast transactions (i.e. notional amount and expected payment date). During the year
ended 31 December 2022, the group recognised a gain of $0.5m within revenue in the consolidated income statement as a result on an
ineffective nickel hedge. For all other commodity hedges, as all critical terms matched during the year, hedge ineffectiveness was
immaterial. The hedge ratio is 1:1.
INTEREST RATE RISK
The Group enters into interest rate swaps to swap a portion of the interest arising from the Group’s bank borrowings from floating to fixed.
Interest payments are highly probable, the hedged risk is the change in the market interest rate. The hedged items are the interest rate
cash flows on $50.0m of USD denominated debt and €120.0m of EUR denominated debt. The Group’s total borrowings are shown in Note
19 to the financial statements.
The principal terms (notional, reset date, tenor) of the hedged items and the hedged instruments have been matched along with the
contractual interest cash flows, therefore creating an exact offset for these transaction resulting in a net fixed interest payable. As the
interest rate swaps and the hedged items are matched (equal and opposite terms of interest rate, date and maturity) this results in a
designated hedge ratio of 1:1 or 100%.
Hedge ineffectiveness can arise from:
Changes in timing of the hedged item
A reduction in the amount of the hedged item considered to be highly probable
A change in the credit risk of Elementis or the counterparty to the derivative contract
Foreign currency basis spreads
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
196
The effect of cash flow hedges in the consolidated income statement and the consolidated statement of other comprehensive income is
as follows:
Total hedging
(loss)/gain
recognised in
O C I
$m
Amount
reclassified
from OCI to
profit or loss
$m
Amount
reclassified
from OCI to
the Balance
S h ee t
$m
L i ne i t e m
in the profit
o r l os s
statement or
Balance
S h ee t
$m
YEAR ENDED 31 DECEMBER 2022
Interest rate swaps – cash flow hedges 3.6 (0.1) Finance costs
Nickel forward contracts – cash flow hedges (5.4) 1.7 Revenue
Aluminium forward contracts – cash flow hedges (0.8) 0.8 Inventory
YEAR ENDED 31 DECEMBER 2021
Interest rate swaps – cash flow hedges (0.1) 2.4 Finance costs
Nickel forward contracts – cash flow hedges (1.2) 0.3 Revenue
Aluminium forward contracts – cash flow hedges 1.2 (2.3) Inventory
Amounts reclassified from other comprehensive income to profit or loss are due to the hedged item affecting profit or loss in the period.
There were no instances of non-occurrence of hedged cashflows in either the current or comparative period.
HEDGE OF NET INVESTMENTS IN FOREIGN OPERATIONS
The Group seeks to denominate the currency of its borrowings in euros and US dollars in order to match the currency of its cash flows,
earnings and assets which are principally denominated in those currencies.
The euro and US dollar borrowings in Elementis Holdings Limited are designated as net investment hedges, as the companys functional
currency is pounds sterling. The Group does not undertake derivative transactions to hedge the foreign currency translation exposures.
The Group analyses the euro and US dollar net assets by subsidiary, and the foreign currency borrowings in the name of Elementis
Holdings Limited are allocated against certain tranches of net assets. The critical terms of the euro and US dollar borrowings and their
corresponding hedged items are therefore the same.
The Group performs a qualitative assessment of effectiveness and it is expected that the value of the euro and US dollar borrowings
in pounds sterling and the value of the corresponding hedged items in pounds sterling will systematically move in the opposite direction
in response to movements in the underlying exchange rates.
The main source of ineffectiveness in these hedging relationships is the impact of a decline in the carrying value of the hedged item
compared to the euro and US dollar borrowings, with the result that the value of the hedged item is less than the value of hedging instrument.
Foreign currency revaluation on the euro and US dollar borrowings in the name of Elementis Holdings Limited are recorded in other
comprehensive income and deferred in the foreign currency translation reserve on the balance sheet as long as the hedge is effective.
Any ineffectiveness is recognised in the income statement for that year.
The impact of the hedged items on the statement of comprehensive income is as follows:
2 0 2 2
F o r e i g n
currency
translation
r e s e r v e
$m
20 21
Foreign
currency
translation
re se r v e
$m
YEAR ENDED 31 DECEMBER
Net investment in foreign subsidiaries (100.9) (29.1)
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
197
22. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES CONTINUED
IMPACT OF HEDGING ON EQUITY
Set out below is the reconciliation of each component of equity and the analysis of other comprehensive income:
Ca sh f l ow
hedge
re se r v e
$m
Foreign
currency
translation
re se r v e
$m
AT 1 JANUARY 2021 (8.9) (48.9)
Effective portion of changes in fair value arising from:
Derivative cash flow hedging instruments (0.1)
Amount reclassified to profit or loss 2.7 (0.4)
Amount reclassified to net assets (2.3)
Foreign currency revaluation of the net foreign operations (29.1)
Foreign currency revaluation of borrowings 10.7
Foreign currency revaluation of pension scheme actuarial movements
AT 1 JANUARY 2022 (8.6) (67.7)
Effective portion of changes in fair value arising from:
Derivative cash flow hedging instruments (2.6)
Amount reclassified to profit or loss 1.6
Amount reclassified to net assets 0.8
Transfer 7.8
Foreign currency revaluation of the net foreign operations (100.9)
Foreign currency revaluation of borrowings 46.2
Transferred to assets/(liabilities) held for sale (see Note 32)
AT 31 DECEMBER 2022 (1.0) (122.4)
23. FINANCIAL RISK MANAGEMENT
RISK MANAGEMENT OBJECTIVES
The Group has exposure to the following risks from its use of financial instruments:
Credit risk
Liquidity risk
Market risk
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The
Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and
controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in
market conditions and the Group’s activities.
The Group’s Audit Committee oversees how management monitors compliance with the Group’s risk management policies and
procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group’s Audit
Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management
controls and procedures, the results of which are reported to the Audit Committee.
CREDIT RISK
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Groups receivables from customers.
TRADE AND OTHER RECEIVABLES
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the
Group’s customer base, including the default risk of the industry and country in which customers operate, has less influence on credit risk.
No single customer accounts for a significant proportion of the Group’s revenue.
Each new customer is analysed individually for creditworthiness before the Group’s standard payment and delivery terms and conditions
are offered. The Group’s review includes external ratings, where available, and in some cases bank references. Purchase limits are
established for each customer, which represents the maximum open amount without requiring approval from the Board of Directors.
Customers that fail to meet the Group’s benchmark creditworthiness may transact with the Group only on a prepayment basis.
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
198
The Group applies the IFRS 9 simplified approach in establishing an allowance for expected credit losses (ECLs). The Group therefore
does not track changes in credit risk but instead recognises a loss allowance based on lifetime ECLs at each reporting date. A provision
matrix is used to calculate lifetime ECLs which takes into account the Group’s historical credit loss experience adjusted for historical
conditions that are not relevant to future cashflows and forward looking factors specific to the debtor and economic environment.
INVESTMENTS
The Group limits its exposure to credit risk through a treasury policy that imposes graduated limits on the amount of funds that can be
deposited with counterparties by reference to the counterparties’ credit ratings, as defined by Standard & Poor’s or Moodys.
Management does not expect any counterparty to fail to meet its obligations.
EXPOSURE TO CREDIT RISK
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting
date was:
Carrying amount
2 0 2 2
$m
20 21
$m
Trade receivables 77.5 110.6
Cash and cash equivalents 54.9 84.6
132.4 195.2
The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was:
Carrying amount
2 0 2 2
$m
20 21
$m
North America 25.5 36.3
Europe 27.2 39.5
Rest of the World 24.8 34.8
77.5 110.6
EXPECTED CREDIT LOSSES
Set out below is the information about the credit risk exposure on the Group’s trade receivables using a provision matrix:
G r o s s 2 0 2 2
$m
E x p e c t e d
credit loss
rate
E x p e c t e d
credit loss
2 0 2 2
$m
Gross 2021
$m
Expected
credit loss
rate
Expected
credit loss
20 21
$m
Not past due 67.9 0.1% (0.1) 97.7 0.1% (0.1)
Past due 0-30 days 6.3 0.0% 9.3 0.0%
Past due 31-120 days 3.2 0.0% 2.6 0.0%
Past due > 121 days 1.6 87.5% (1.4) 2.6 62.0% (1.6)
Total 79.0 (1.5) 112.2 (1.7)
The movement in the allowance for expected credit losses during the year was as follows:
2 0 2 2
$m
20 21
$m
Balance at 1 January 1.7 1.8
Released to income statement – administrative expenses 0.5
Amounts written off (0.5) (0.1)
Transferred to assets held for sale (see Note 32) (0.2)
Balance at 31 December 1.5 1.7
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
199
23. FINANCIAL RISK MANAGEMENT CONTINUED
LIQUIDITY RISK
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group’s funding policy is to
have committed borrowings in place to cover at least 125% of the maximum forecast net borrowings for the next 12 month period.
The committed facilities at 31 December were as follows:
To t a l
committed
facilities
2 0 2 2
$m
Undrawn
committed
facilities
2 0 2 2
$m
Drawn
committed
Facilities
2 0 2 2
$m
To t a l
committed
facilities
20 21
$m
Undrawn
committed
facilities
20 21
$m
D r awn
committed
Facilities
20 21
$m
US dollar term loan 150.0 150.0 200.0 200.0
Euro term loan 152.5 152.5 195.6 195.6
RCFs 408.5 291.9 116.6 375.0 285.0 90.0
Lines of credit 22.4 22.4 45.3 45.3
Total 733.4 314.3 419.1 815.9 330.3 485.6
of which expires after more than 1 year 301.9 295.0
In addition, some suppliers have access to utilise the Group’s supplier finance programmes, which are provided by Santander and US
Bank. There is no cost to the Group for providing these programmes as the cost is borne by the suppliers. These programmes allow
suppliers to choose whether they want to accelerate the payment of their invoices, by the financing banks, at a low interest cost. The
amounts outstanding to the banks are presented within trade and other payables, and the cashflows are presented with cash flows from
operating activities. At the end of the period, the total facility with Santander was $15.9m (2021 $14.9m) with the net balance outstanding
of $nil (2021: $6.2m) and the total facility with US Bank was $1.5m (2021: $1.5m) with the net balance outstanding of $0.5m (2021: $0.6m).
EXPOSURE TO LIQUIDITY RISK
The maturity analyses for financial liabilities showing the anticipated remaining contractual undiscounted cash flows, including future
interest payments, at current year exchange rates and assuming floating interest rates remain at the latest fixing rates are:
31 December 2022
Within 1
y e a r
$m
1 to 2
y e a r s
$m
2 to 5
y e a r s
$m
A f t e r 5
y e a r s
$m
To t a l
$m
Bank overdrafts 2.7 2.7
Secured bank loan 132.0 15.2 325.2 472.4
Trade and other payables 135.4 135.4
Lease liabilities 6.1 5.0 11.7 21.2 44.0
TOTAL NON-DERIVATIVE FINANCIAL LIABILITIES 276.2 20.2 336.9 21.2 654.5
Interest rate swaps 1.1 1.1
Commodity swap contracts 10.3 10.3
Cross currency swaps – outflow 106.7 106.7
Cross currency swaps – inflow (109.8) (109.8)
Forward exchange contracts – outflow 106.7 106.7
Forward exchange contracts – inflow (108.9) (108.9)
TOTAL DERIVATIVE FINANCIAL LIABILITIES 6.1 6.1
MARKET RISK
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income or
the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures
within acceptable parameters, whilst optimising the return on risk.
The Group uses derivatives in the ordinary course of business, and also incurs financial liabilities, in order to manage market risks. All
such transactions are carried out within the guidelines set by the Board.
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
200
MARKET RISK – CURRENCY RISK
The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a foreign currency other than the
respective functional currencies of Group entities, primarily the US dollar and the euro. The Group hedges up to 100% of current and
forecast trade receivables and trade payables denominated in a foreign currency. The Group uses forward exchange contracts to hedge
its currency risk, with a maturity of less than one year from the reporting date.
Interest on borrowings is denominated in currencies that match the cash flows generated by the underlying operations of the Group,
primarily US dollar, but also euro and pounds sterling. This provides an economic hedge in instances where hedging derivatives are not
entered into. In respect of other monetary assets and liabilities denominated in foreign currencies, the Group ensures that its net exposure
is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short term imbalances.
The Group’s net investment in overseas subsidiaries creates exposure to foreign exchange fluctuations. The risk is hedged by US dollar
and euro denominated drawdowns under the syndicated facility designated as the hedged item in net investment hedge relationships.
This mitigates the currency risk arising from the retranslation of a subsidiary’s net assets into pounds sterling, the functional currency of
the ultimate parent Elementis plc.
CURRENCY RISK SENSITIVITY ANALYSIS
The following table illustrates the effect on the income statement and items that are recognised directly in equity that would result from a
10% strengthening of US dollar against the following currencies, before the effect of tax. The analysis covers only financial assets and
liabilities held at the balance sheet date and assumes that all other variables, in particular interest rates, remain constant.
2022 2021
Income
statement
$m
E q u i t y
$m
Income
statement
$m
Equity
$m
Gain from US Dollar strengthening 10% against Euro 0.4 0.3 0.2
Gain/(loss) from US Dollar strengthening 10% against Sterling 0.8 (20.3) 0.1 (26.4)
MARKET RISK – INTEREST RATE
The Group’s policy is to borrow at both fixed and floating interest rates and to use interest rate swaps to generate the required interest
profile. These interest swaps are designated within cashflow hedging relationships with the interest payments on the borrowings they are
hedging. The risk being hedged is the exposure of the Group to market rate volatility on a portion of the core Group debt. The Group
policy does not require that a specific proportion of the Group’s borrowings are at fixed rates of interest.
INTEREST RATE SENSITIVITY ANALYSIS
A change of 100 basis points (1%) in interest rates would have impacted profit or loss by the amounts shown below. This analysis assumes
that all other variables, in particular foreign currency rates, remain constant.
2022 2021
10 0 b p s
increase
$m
10 0 b p s
decrease
$m
10 0 b ps
increase
$m
10 0 b ps
decrease
$m
Variable rate instruments – gain/(loss) 2.8 (2.0) (2.1) 4.9
MARKET RISK – COMMODITY PRICE RISK
The group is exposed to movements in the prices of commodities it purchases and sells such as aluminium and nickel. The volatility in the
prices of these commodities has led to the decision to enter into commodity swap contracts. The swap contracts do not result in physical
delivery, but are designated as cash flow hedges to offset the effect of price changes.
COMMODITY PRICE SENSITIVITY ANALYSIS
In 2022 and 2021 the Group’s aluminium purchases were fully hedged and all aluminium swap derivatives achieved hedge accounting;
there was no impact on profit or loss and no sensitivity is presented .
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
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201
23. FINANCIAL RISK MANAGEMENT CONTINUED
OTHER MARKET PRICE RISK
Equity price risk arises from equity securities held within the Group’s defined benefit pension obligations. In respect of the US schemes,
management monitors the mix of debt and equity securities in its investment portfolio based on market expectations. The primary goal of
the Group’s investment strategy is to maximise investment returns, without excessive risk taking, in order to meet partially the Group’s
unfunded benefit obligations; management is assisted by external advisers in this regard. In respect of the UK scheme, the investment
strategy is set by the trustees and the Board is kept informed.
CAPITAL MANAGEMENT
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence, sustain future
development of the business and maximise shareholder value. The capital structure of the Group consists of debt, cash and cash
equivalents and equity attributable to equity holders of the parent comprising capital, reserves and retained earnings.
The Group utilises a mix of debt funding sources including term loans and revolving credit facilities (RCF) from the Group’s syndicated
borrowing facility with differing maturities to ensure continuity and provide flexibility. The group is subject to two financial covenants which
apply to the Group’s syndicated borrowing facilities. Following the refinancing on 1 July 2022 the Group is required to maintain a ratio of
net debt/EBITDA (post IFRS 16) of less than 3.50x and a minimum net interest cover of 3.1x (in relation to earnings before net interest
expense and tax). The post IFRS 16 net debt/EBITDA ratio stood at 2.3x times at 31 December 2022 (2021: 2.8x) and the directors
anticipate the strong cash generation of the Group and the proceeds from the Chromium divestment will drive a material deleveraging
profile going forwards, with leverage reducing to a net debt/EBITDA ratio of around 1.5x in the medium term. Net interest cover at
31 December 2022 was 6.6x (2021: 4.6x).
The Board monitors the adjusted return on operating capital employed (ROCE) both including and excluding goodwill, as defined on
page 214.
The dividend policy is set out in the Chairman’s statement on page 7.
24. LEASES
GROUP AS LESSEE
The Group has lease contracts for various items of property, plant, machinery, vehicles and other equipment used in its operations.
Disclosures in relation to Right of Use Assets are included within Note 11 – Property, plant and equipment.
The Group also has certain leases with lease terms of 12 months or less and leases of low-value assets to which the Group applies the
‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions.
The weighted average incremental borrowing rate applied to lease liabilities is 3.6% (2021: 3%).
The following are the amounts recognised in profit or loss:
2 0 2 2
$m
20 21
$m
Depreciation expense on right-of-use assets 5.5 5.0
Interest expense on lease liabilities 1.4 1.6
Expense related to short-term leases and low-value assets 0.4 0.8
Expense relating to variable lease payments not included in lease liabilities 1.2 0.9
Set out below are the carrying amounts of lease liabilities and the movements during the period:
2 0 2 2
$m
20 21
$m
AT 1 JANUARY 40.2 44.4
Additions 5.5 2.0
Disposals (2.2) (0.1)
Interest expense 1.4 1.6
Payments (7.1) (6.7)
Foreign exchange movements (1.1) (1.0)
Transferred to liabilities held for sale (see Note 32) (0.4)
AT 31 DECEMBER 36.3 40.2
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
202
The maturity analysis of lease liabilities is as follows:
2 0 2 2
$m
20 21
$m
Within one year 6.1 6.4
In the second to fifth years inclusive 15.2 15.2
After five years 15.0 18.6
36.3 40.2
25. RETIREMENT BENEFIT OBLIGATIONS
The Group has a number of contributory and non-contributory post retirement benefit plans providing retirement benefits for the majority
of employees and Executive Directors. At 31 December 2022 the main schemes in the UK and US were of the defined benefit type, the
benefit being based on number of years of service and either the employee’s final remuneration or the employee’s average remuneration
during a period of years before retirement. The assets of these schemes are held in separate trustee administered funds or are unfunded
but provided for on the Group balance sheet.
The UK defined benefit scheme had a surplus under IAS 19 of $26.4m (2021: $56.6m). In accordance with the requirements of IFRIC
14 management have concluded that the unconditional right to a refund of any surplus under any winding up of the plan provides sufficient
evidence that an asset ceiling does not exist and as such the full surplus has been recognised.
In addition the Group operates an unfunded post retirement medical benefit (PRMB) scheme in the US. The entitlement to these benefits
is usually based on the employee remaining in service until retirement age and completion of a minimum service period.
Other employee benefit schemes included in the table overleaf relate to two unfunded pension schemes, a long term service award
scheme in Germany and a special benefits programme for a small number of former employees of the Eaglescliffe plant. The Group also
acquired two further unfunded pension schemes and two long term service award schemes all in Germany as part of the SummitReheis
acquisition in 2017. These are included within this category.
The Group also operates a small number of defined contribution schemes and the contributions payable during the year are recognised as
incurred. The pension charge for the defined contribution pension schemes for the year is $6.0m (2021: $6.2m).
NET DEFINED BENEFIT LIABILITY
The net liability was as follows:
UK pension
s c h e m e
$m
US pension
s c h e m e s
$m
U S P RM B
s c h e m e
$m
O t h e r
$m
To t a l
$m
2022
Total market value of assets 462.8 91.6 554.4
Present value of scheme liabilities (436.4) (91.6) (3.5) (5.4) (536.9)
Net asset/(liability) recognised in the balance sheet 26.4 (3.5) (5.4) 17.5
UK pension
s c he m e
$m
US pension
s c he m es
$m
U S P R MB
s c he m e
$m
O t he r
$m
To t a l
$m
2021
Total market value of assets 774.9 130.1 905.0
Present value of scheme liabilities (718.3) (131.8) (6.6) (9.0) (865.7)
Net asset/(liability) recognised in the balance sheet 56.6 (1.7) (6.6) (9.0) 39.3
Employer contributions in 2022 were $0.5m (2021: $0.7m) to the UK scheme and $1.2m (2021: $1.0m) to US schemes. Top up contributions
to the UK scheme in 2023 will be $0.7m based on the 2020 triennial valuation.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
203
25. RETIREMENT BENEFIT OBLIGATIONS CONTINUED
MOVEMENT IN NET DEFINED BENEFIT LIABILITY
The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit liability and
its components.
UK pension
s c h e m e
$m
US pension
s c h e m e s
$m
U S P RM B
s c h e m e
$m
O t h e r
$m
To t a l
$m
2022
Balance at 1 January 56.6 (1.7) (6.6) (9.0) 39.3
INCLUDED IN PROFIT OR LOSS
Current service cost (0.5) (0.6) (0.1) (1.2)
Past service cost
Running costs (1.0) (0.4) (1.4)
Net interest income/(expense) 1.0 (0.3) (0.1) 0.6
(0.5) (1.0) (0.4) (0.1) (2.0)
INCLUDED IN OTHER COMPREHENSIVE INCOME
Re-measurements:
Return on plan assets excluding interest income (200.4) (26.1) 0.1 (226.4)
Actuarial gains arising from demographic assumptions 0.1 0.1
Actuarial losses arising from financial assumptions 191.3 26.1 1.2 2.8 221.4
Actuarial (losses)/gains arising from experience adjustment (14.5) 1.3 (0.1) (13.3)
Exchange differences (6.6) 0.6 (6.0)
(30.2) 1.4 1.2 3.4 (24.2)
Contributions:
Employers 0.5 0.6 0.6 0.3 2.0
Transferred to assets/(liabilities) held for sale (see Note 32) 0.7 1.7 2.4
SURPLUS / (DEFICIT) IN SCHEMES AT 31 DECEMBER 26.4 (3.5) (5.4) 17.5
UK pension
s c he m e
$m
US pension
s c he m es
$m
U S P R MB
s c he m e
$m
O t he r
$m
To t a l
$m
2021
Balance at 1 January 7.9 (11.8) (6.5) (9.8) (20.2)
Liabilities assumed as part of the acquisition of ICL Laboratories (0.7) (0.7)
INCLUDED IN PROFIT OR LOSS
Current service cost (0.7) (0.8) (0.1) (0.3) (1.9)
Past service cost
Running costs (1.7) (0.4) (2.1)
Net interest income/(expense) 0.1 (0.2) (0.2) (0.1) (0.4)
(2.3) (1.4) (0.3) (0.4) (4.4)
INCLUDED IN OTHER COMPREHENSIVE INCOME
Re-measurements:
Return on plan assets excluding interest income 24.9 4.4 29.3
Actuarial gains arising from demographic assumptions 11.1 (0.4) 10.7
Actuarial losses arising from financial assumptions 2.0 5.9 (0.5) 1.1 8.5
Actuarial (losses)/gains arising from experience adjustment 14.0 1.1 0.2 (0.2) 15.1
Exchange differences (1.6) 0.7 (0.9)
50.4 11.0 (0.3) 1.6 62.7
Contributions:
Employers 0.6 0.5 0.5 0.3 1.9
SURPLUS / (DEFICIT) IN SCHEMES AT 31 DECEMBER 56.6 (1.7) (6.6) (9.0) 39.3
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
204
PLAN ASSETS
Plan assets comprise:
UK pension
s c h e m e
$m
US pension
s c h e m e s
$m
U S P RM B
s c h e m e
$m
To t a l
$m
2022
Equities 80.2 26.4 106.6
Bonds
1
316.3 53.2 369.5
Cash/liquidity funds 66.3 12.0 78.3
462.8 91.6 554.4
UK pension
s c he m e
$m
US pension
s c he m es
$m
U S P R MB
s c he m e
$m
To t a l
$m
2021
Equities 231.7 45.8 277.5
Bonds
1
466.0 14.0 480.0
Cash/liquidity funds 77.2 70.3 147.5
774.9 130.1 905.0
1 Including LDI repurchase agreement liabilities.
To reduce volatility risk a liability driven investment (LDI) strategy forms part of the Trustees’ management of the UK defined benefit
scheme’s assets, including government bonds, corporate bonds and derivatives. The bond assets category in the table above includes
gross assets of $566.8m (2021: $778.2m) and associated repurchase agreement liabilities of $250.5m (2021: $312.2m). Repurchase
agreements are entered into with counterparties to better offset the scheme’s exposure to interest and inflation rates, whilst remaining
invested in assets of a similar risk profile. Interest rate and inflation rate derivatives are also employed to complement the use of fixed and
indexed linked bonds in matching the profile of the scheme’s liabilities.
All equities, bonds and liquidity funds have quoted prices in active markets. Other assets include insured annuities, an insurance fund and
various swap products.
Within the UK pension scheme, the current asset allocation is approximately 48% in a liability matching fund consisting of gilts (fixed
interest and index linked), bonds, cash and swaps, 24% in a buy and maintain fund and 28% in an investment fund that includes various
equity and equity like funds. The aim of the trustees is to manage the risk relative to the liabilities associated with the scheme’s
investments through a combination of diversification, inflation protection and hedging of risk (currency, interest rate and inflation risk). The
US scheme currently has approximately 29% of its asset value invested in a range of equity funds designed to target higher returns and
thus reduce the pension deficit, with the balance invested in fixed income bonds and cash. The strategy is that as the deficit reduces, a
greater proportion of investments will be made into liability matching funds. Changes in the fair value of plan assets for the major schemes
are as follows:
UK pension
s c h e m e
$m
US pension
s c h e m e s
$m
U S P RM B
s c h e m e
$m
To t a l
$m
2022
Opening fair value of plan assets 774.9 130.1 905.0
Expected return 12.6 3.3 15.9
Running costs (1.0) (0.4) (1.4)
Actuarial gains (200.4) (26.1) (226.5)
Contributions by employer 0.5 0.6 1.1
Contributions by employees
Benefits paid (34.7) (7.7) (42.4)
Exchange differences (89.1) (89.1)
Transferred to assets held for sale (see Note 32) (8.2) (8.2)
Closing fair value of plan assets 462.8 91.6 554.4
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
205
25. RETIREMENT BENEFIT OBLIGATIONS CONTINUED
PLAN ASSETS CONTINUED
UK pension
s c he m e
$m
US pension
s c he m es
$m
U S P R MB
s c he m e
$m
To t a l
$m
2021
Opening fair value of plan assets 788.9 130.7 919.6
Expected return 10.1 2.8 12.9
Running costs (1.7) (0.4) (2.1 )
Actuarial gains 24.9 4.4 29.3
Contributions by employer 0.6 0.5 1.1
Contributions by employees 0.1 0.1 0.2
Benefits paid (40.7) (8.0) (48.7 )
Exchange differences (7.3) (7.3 )
Closing fair value of plan assets 774.9 130.1 905.0
DEFINED BENEFIT OBLIGATION
Changes in the present value of the defined benefit obligation for the major schemes are as follows:
UK pension
s c h e m e
$m
US pension
s c h e m e s
$m
U S P RM B
s c h e m e
$m
To t a l
$m
2022
Opening defined benefit obligation (718.3) (131.8) (6.6) (856.7 )
Service cost (0.5) (0.6) (0.1) (1.2)
Past service cost
Interest cost (11.6) (3.3) (0.3) (15.2 )
Contributions by employees
Actuarial gains/(losses)
– demographic assumptions 0.1 0.1
– financial assumptions 191.3 26.1 1.2 218.6
– experience adjustments (14.5) 1.3 (13.2 )
Benefits paid 34.7 7.7 0.6 43.0
Exchange differences 82.5 82.5
Transferred to liabilities held for sale (see Note 32) 8.9 1.7 10.6
Closing defined benefit obligation (436.4) (91.6) (3.5) (531.5 )
UK pension
s c he m e
$m
US pension
s c he m es
$m
U S P R MB
s c he m e
$m
To t a l
$m
2021
Opening defined benefit obligation (781.0) (142.5) (6.5) (930.0 )
Service cost (0.7) (0.8) (0.1) (1.6 )
Past service cost
Interest cost (10.0) (3.0) (0.2) (13.2 )
Contributions by employees (0.1) (0.1) (0.2 )
Actuarial gains/(losses)
– demographic assumptions 11.1 (0.4) 10.7
– financial assumptions 2.0 5.9 (0.5) 7.4
– experience adjustments 14.0 1.1 0.2 15.3
Benefits paid 40.7 8.0 0.5 49.2
Exchange differences 5.7 5.7
Closing defined benefit obligation (718.3) (131.8) (6.6) (856.7 )
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
206
ACTUARIAL ASSUMPTIONS
A full actuarial valuation was carried out on 30 September 2020 for the UK scheme and at 31 December 2015 for the US schemes.
The principal assumptions used by the actuaries for the major schemes have been updated by the actuaries at the balance sheet date and
were as follows:
U K
%
U S
%
2022
Rate of increase in salaries 4.5 3.0
Rate of increase in pensions in payment 3.3 N/A
Discount rate 4.8 5.1
Inflation 3.5 2.4
2021
Rate of increase in salaries 4.6 3.0
Rate of increase in pensions in payment 3.4 N/A
Discount rate 1.8 2.6
Inflation 3.6 2.3
The assumed life expectancies on retirement are:
UK US
2 0 2 2
years
20 21
years
2 0 2 2
years
20 21
years
Retiring at 31 December
Males 22 22 21 21
Females 24 24 22 22
Retiring in 20 years
Males 23 23 21 21
Females 26 26 23 23
The main assumptions for the PRMB scheme are a discount rate of 5.1% (2021: 2.6%) per annum and a health care cost trend of 6.7%
(2021: 5.7%) per annum for claims pre age 65, reducing to 4.2% per annum by 2032 (2021: 4.4%). Actuarial valuations of retirement benefit
plans in other jurisdictions have either not been updated for IAS 19 purposes or disclosed separately because of the costs involved and
the considerably smaller scheme sizes and numbers of employees involved.
At 31 December 2022, the weighted average duration of the defined benefit obligations for the major schemes was as follows:
UK: 10 years
US: 8 years.
SENSITIVITY ANALYSIS
The sensitivities regarding the principal assumptions used to measure the scheme liabilities are set out below:
Assumption Change in assumption Impact on UK scheme Impact on US scheme
Discount rate Increased/decreased by 0.5% Decreased/increased by 5% Decreased/increased by 4%
Rate of inflation Increased/decreased by 0.5% Increased/decreased by 3% Increased/decreased by 0%
Rate of salary growth Increased/decreased by 0.5% Increased/decreased by 0% Increased/decreased by 0%
Rate of mortality Increased by 1 year Increased by 5% Increased by 3%
The sensitivity analyses above have been determined based on a method that extrapolates the impact on the defined benefit obligation as
a result of reasonable changes in key assumptions occurring at the end of the reporting period. These sensitivities have been calculated to
show the movement of the defined obligation following a change in a particular assumption in isolation, assuming no other changes in
market conditions.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
207
26. SHARE BASED PAYMENTS
The Group maintains a number of active share option and award plans and schemes for its employees. These are as follows:
SAVINGS-RELATED OPTIONS
Options are granted under the tax-advantaged Save As You Earn (SAYE) share option scheme in the UK. The SAYE allows UK-based
eligible employees to acquire options over the Company’s shares at a discount of up to 20% of their market value at the date of grant.
Options are normally exercisable during the six month period following either the third or fifth anniversary of the start of the relevant
savings contract. Savings contracts are subject to the statutory savings limit of £500 per month.
US-based employees can enter into a similar share save scheme (Share Save). Employees can enter into two year savings contracts
saving up to a maximum of $2,000 per month, allowing eligible employees to acquire options over the Company’s shares at a discount
of up to 15% of their market value at the date of grant.
LONG-TERM INCENTIVE PLAN (LTIP) AWARDS
The LTIP is a discretionary employee share scheme for Executive Directors and senior managers. The vesting of the awards are subject
to performance conditions over a three year period at the discretion of the Remuneration Committee. The performance conditions of
the LTIP are detailed in the Remuneration Report on pages 144 and 145. As approved at the 2018 AGM, restricted shares (i.e. shares that
vest based on time only) are awarded to participants below Board level. Shadow LTIPs are in place for senior managers based in China
and Malaysia.
DEFERRED SHARE BONUS PLAN (DSBP) AWARDS
The DSBP operates exclusively for the Executive Directors. Under this scheme, 50% of any cash bonus payable is awarded in shares and
deferred for two years. There are no other performance conditions other than continued employment.
LEGACY SCHEMES
Prior to the introduction of the LTIP for senior managers, certain employees participated in the Executive Share Option Scheme (‘ESOS’).
The ESOS which, except for outstanding awards which will run their course, has been discontinued. The Company operated shadow
ESOS for a number of senior managers, who were employed or based in China or Malaysia.
Share-based payment awards were valued (as shown in the table below) using the binomial option pricing model. The weighted fair value
per award granted and the weighted average assumptions used in the calculations are as follows:
2022 2021
Fair value per option (pence) 95.2 114.6
Expected volatility (%) 44.0 64.0
Risk free rate (%) 3.3 0.2
Expected dividend yield (%) 3.0 4.3
Expected volatility was determined by calculating the historical volatility of the Company’s share price over the previous five years. The
expected life used in the model has been adjusted, based on managements best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations.
The Group recognised total expenses of $3.1m for continuing operations (2021: $3.6m) with $3.4m recognised for total operations (2021:
$5.1m) related to share based payment transactions during the year.
At 31 December 2022 the following options/awards to subscribe for ordinary shares were outstanding:
Exercisable
Year of grant
E x e rc i se
price
(p)
1
From To
At 1
Ja nua r y
20 2 2
’000
Granted
’000
E x e rc i se d
’000
E x p i r e d
’000
At 31
December
20 2 2
’000
UK SAVINGS RELATED SHARE
OPTION SCHEME
2018 163.91 01/01/22 01/07/22 21 (21)
2019 121.33 01/11/22 01/05/23 18 (6) 12
2020 58.00 01/11/23 01/05/24 904 (72) (43) 789
2021 117.00 01/11/24 01/05/25 70 (24) 46
2022 88.00 01/11/25 01/05/26 166 166
2022 88.00 01/11/27 01/15/28 34 34
1,013 200 (72) (94) 1,047
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
208
US SAVINGS RELATED SHARE
OPTION SCHEME
2020 63.11 16/09/22 16/12/22 1,280 (948) (176) 156
2021 133.71 15/09/23 15/12/23 118 (35) 83
2022 92.31 15/09/24 15/12/24 921 (12) 909
1,398 921 (948) (223) 1,148
EXECUTIVE SHARE OPTION
SCHEMES/AWARDS GRANTED
UNDER THE LTIP*
2012
+
177.81 27/06/15 27/06/22 238 (238)
2015 290.20 01/04/18 01/04/25 16 16
2015 Nil 27/04/18 27/04/25 7 7
2016 218.17 04/04/19 04/04/26 21 21
2017
Nil 07/03/17 07/03/27 92 92
2017
#
Nil 07/03/19 07/03/27 7 7
2017
~
Nil 07/03/20 07/03/27 17 17
2017
+
264.66 03/04/20 03/04/27 31 31
2018
#
Nil 05/03/20 05/03/28 73 73
2019
#
Nil 06/03/21 06/03/29 49 49
2019*
?
Nil 01/04/22 01/04/29 2,237 (2,237)
2019*
?
Nil 01/04/22 01/04/22 1,009 (953) (30) 26
2019 Nil 01/04/22 01/04/22 3 (3)
2019 Nil 19/10/22 19/10/22 16 (16)
2020 Nil 04/01/23 04/01/23 20 (20)
2020
Nil 05/03/23 05/03/23 188 (188)
2020
#
Nil 05/03/23 05/03/30 76 76
2020*
?
Nil 07/04/23 07/04/30 4,856 (58) 4,798
2020 Nil 07/04/22 07/04/22 106 106
2020*
?
Nil 07/04/23 07/04/23 2,460 (151) 2,309
2020*
?
Nil 03/08/23 03/08/23 160 (30) (9) 121
2020 Nil 11/09/23 11/09/23 16 16
2020*
?
Nil 30/12/23 30/12/23 137 (10) 127
2021* Nil 06/04/24 06/04/31 2,696 (75) 2,621
2021* Nil 06/04/24 06/04/31 1,545 (84) 1,461
2021 Nil 07/04/24 24/05/31 13 13
2021 Nil 06/04/24 16/08/31 20 20
2021 Nil 06/04/24 01/09/31 9 9
2021 Nil 06/04/24 13/09/31 23 23
2021* Nil 06/04/24 01/10/31 159 (8) 151
2021 Nil 06/04/24 13/12/31 84 84
2022* Nil 05/03/25 05/03/32 213 213
2022
#
Nil 05/03/25 05/03/32 490 490
2022
~
Nil 01/04/22 01/04/22 52 (52)
2022*
?
Nil 04/04/25 04/04/32 3,082 3,082
2022*
?
Nil 04/04/25 04/04/25 1,286 1,286
2022* Nil 04/04/25 04/04/25 450 450
2022 Nil 11/04/22 11/04/22 1 (1)
2022* Nil 04/04/25 04/04/25 133 133
2022 Nil 06/04/24 06/04/24 16 16
2022 Nil 04/04/25 04/04/25 12 12
2022 Nil 06/04/24 06/04/24 13 13
2022 Nil 04/04/25 04/04/25 13 13
2022 Nil 04/04/25 04/04/25 18 18
16,384 5,779 (1,260) (2,903) 18,000
Footnotes to table on page 210
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
209
26. SHARE BASED PAYMENTS CONTINUED
1 Where necessary option prices were adjusted for by a factor of 1.092715 to reflect the dilutive effects of the 2018 Rights Issue.
+ These options include cash settled shadow executive options granted to a number of executives on the same basis as the executive options (with the same
performance conditions and exercise provisions). These shadow options are included in the calculation of the total expenses recognised by the Group
related to share based payments. The closing balance of the 2011, 2012 and 2017 options shown above include no shadow options.
Awards made as one-off agreements that borrow from the terms of the LTIP.
? These options include cash settled shadow LTIPs granted to a number of executives on the same basis as the LTIP (with the same performance conditions
and exercise provisions). These shadow LTIPs are included in the calculation of the total expenses recognised by the Group related to share based
payments.
# Conditional share award under the Deferred Share Bonus Plan.
~ Awards made as one-off agreements under the Deferred Share Bonus Plan (nil cost options).
* The closing balance of 2019, 2020, 2021 and 2022 LTIPs shown above include approximately 26,386, 195,856, 130,995 and 282,174 shadow LTIPs
respectively.
Conditional share award under the Deferred Share Bonus Plan (nil cost award, structured as restricted share units).
The weighted average remaining contractual life of the above shares outstanding at 31 December 2022 was 5.2 years (2021: 5.8 years).
The weighted average exercise prices of options disclosed in the previous table were as follows:
2 0 2 2
Av e r a g e
exercise
price (p)
20 21
Av er a ge
exe r ci s e
price (p)
At 1 January 11.9 17.6
Granted 14.9
Exercised 30.6 9.4
Expired 20.4 31.4
At 31 December 9.6 11.9
Exercisable at 31 December 49.3 111.1
The weighted average share price at the date of exercise of share options exercised during the year was 31.5 pence (2021: 118.9 pence).
The number of exercisable options outstanding as at 31 December 2022 was 613,288 (2021: 551,857).
27. RELATED PARTY TRANSACTIONS
The Company is a guarantor to the UK pension scheme under which it guarantees all current and future obligations of UK subsidiaries
currently participating in the pension scheme to make payments to the scheme, up to a specified maximum amount. The maximum
amount of the guarantee is that which is needed (at the time the guarantee is called on) to bring the scheme’s funding level up to 105% of
its liabilities, calculated in accordance with section 179 of the Pensions Act 2004. This is also sometimes known as a Pension Protection
Fund (PPF) guarantee, as having such a guarantee in place reduces the annual PPF levy on the scheme.
The Group consists of the Parent Company, Elementis plc, incorporated in the United Kingdom and its subsidiaries and associates. In
accordance with Section 409 of the Companies Act 2006 a full list of related undertakings, the country of incorporation and the effective
percentage of equity owned as at 31 December 2022 is disclosed in Note 11 to the parent company financial statements.
The remuneration of key management personnel of the Group, which is defined as the Board of Directors, is shown below:
2 0 2 2
$m
20 21
$m
Salaries and short term employee benefits 3.7 4.2
Other long term benefits 0.4 0.3
Share based payments 0.4 1.1
4.5 5.6
Full details of all elements of the remuneration of Directors is set out in the Directors’ Remuneration report on pages 124 to 151.
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
210
28. MOVEMENT IN NET BORROWINGS
2 0 2 2
$m
20 21
$m
Change in net cash resulting from cash flows:
(Decrease)/increase in cash and cash equivalents (27.8) (23.6)
(Increase)/decrease in borrowings repayable within one year (3.0) 3.7
Decrease in borrowings repayable after one year 54.6 15.0
23.8 (4.9)
Currency translation differences 10.4 12.0
Decrease in net borrowings 34.2 7.1
Net borrowings at beginning of year (401.0) (408.1)
NET BORROWINGS AT END OF YEAR (366.8) (401.0)
Bank and
other
borrowings
$m
Lease
liabilities
$m
To t a l
financing
liabilities
$m
Ca sh a n d
c a sh
equivalents
$m
N e t d eb t
and lease
liabilities
$m
AT 1 JANUARY 2021 (519.1) (44.4) (563.5) 111.0 (452.5)
Exchange rate adjustments 14.8 1.0 15.8 (2.8) 13.0
Business disposed (see Note 32) 0.5 0.5
Cash flows from financing activities 18.7 5.1 23.8 (25.3) (1.5)
Other movements (1.9) (1.9) 1.2 (0.7)
AT 31 DECEMBER 2021 (485.6) (40.2) (525.8) 84.6 (441.2)
Exchange rate adjustments 12.3 1.1 13.4 (2.0) 11.4
Business disposed (see Note 32)
Cash flows from financing activities 51.6 7.1 58.7 (57.8) 0.9
Other movements (4.7) (4.7) 30.1 25.4
Transferred to liabilities held for sale (see Note 32) 0.4 0.4 0.4
AT 31 DECEMBER 2022 (421.7) (36.3) (458.0) 54.9 (403.1)
29. DIVIDENDS
An interim dividend was not paid in 2022 (2021: $nil) and the Group is not proposing a final dividend (2021: $nil) for the year ended
31 December 2022. The total dividend for the year is nil cents per share (2021: $nil).
30. CONTINGENT LIABILITIES
As is the case with other chemical companies, the Group occasionally receives notice of litigation relating to regulatory and legal matters.
A provision is recognised when the Group believes it has a present legal or constructive obligation as a result of a past event, and it is
probable that an outflow of economic benefits will be required to settle the obligation. Where it is deemed that an obligation is merely
possible and that the probability of a material outflow is not remote, the Group would disclose a contingent liability.
The Group has not received any notice of litigation relating to events arising prior to the balance sheet date that is expected to lead to a
material exposure.
In 2013 the UK Government (through HMRC) introduced the UK Finance Company Exemption (‘FCE’) regime. Elementis entered into the
FCE regime during 2014. In October 2017 the European Commission opened a State Aid investigation into the regime. In April 2019 the
European Commission concluded that the FCE regime constituted State Aid in circumstances where Groups had accessed the regime
using a financing company with UK significant people functions; the European Commission therefore instructed the UK Government to
collect any relevant State Aid amounts. The UK government and other UK based international companies, including Elementis, appealed
to the General Court of the European Union against the decision in 2019.
In Spring 2020 HMRC requested that affected Groups submit their UK significant people function analysis. The deadline for submission of
these analyses was delayed due to the impact of COVID-19 and Elementis submitted its analysis to HMRC in July 2020. In December 2020
the UK government introduced legislation to commence collection proceedings.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
211
30. CONTINGENT LIABILITIES CONTINUED
Elementis received a charging notice from HMRC on 5 February 2021 which assessed for the maximum exposure of $19m (excluding
interest). This was paid to HMRC on 5 March 2021. A charging notice for associated interest of $1m was received on 24 June 2021 and
paid on 7 July 2021. Whilst Elementis lodged an appeal against the charging notices that did not defer the payment of the tax assessed.
The UK Governments appeal against the European Commission’s decision was heard by the General Court of the European Union during
October 2021 and on 8 June 2022 the General Court of the European Union ruled against the UK Government. The UK Government
lodged a further appeal to the European Court of Justice during Q3 2022. As Elementis continues to consider that the appeal process will
ultimately be successful, at 31 December 2022 an asset has been recorded within non-current assets in the expectation that the charge
will be repaid in due course.
As part of an agreement entered into in 2002 on the acquisition of the Chromium operations at Castle Hayne, the Group would be liable for
part of the cost of the closure of a quarry which is currently used for the deposit of solid, non-toxic, waste materials from its manufacturing
operations in the event of such a closure. There are a number of potential options available to management to either extend the current life
of the quarry or to effect closure of the quarry. The Group entered into a share purchase agreement with Yildirim Group during November
2022 to divest its Chromium operations; as part of that share purchase agreement the Yildirim Group will take on any future liability
associated with the closure of the quarry. The transaction to divest the Chromium operations closed on 31 January 2023. Management’s
assessment is therefore that as at 31 December 2022 while there is a present obligation, there is not a probable outflow of resources
associated with the closure of the quarry and even in the event of a probable outflow it is not possible to determine a reliable estimate.
In August 2022 the Brazilian tax authorities opened a tax audit into the Group’s Brazilian entity. The audit is focused on the customs
classification code used since 2017 for one of the entity’s imported raw materials. The potential exposure is $3.1m. Management have
obtained legal advice on the matter and, based on the advice received, management believes that the customs classification coding used
is correct. Management therefore concluded that as at 31 December 2022 it is not probable that an outflow of economic resources will be
required to settle the matter .
31. EVENTS AFTER THE BALANCE SHEET DATE
On 1 January 2023 the Talc and Coatings segments merged to form a new segment called Performance Specialities.
On 31 January 2023 the Group completed the sale of its Chromium business to the Yildirim Group for an enterprise value of $170m, of
which total cash proceeds of $119m were received.
On 31 January 2023 the Group repaid $83m of its US dollar RCF borrowings and €31.4m of its euro RCF borrowings.
During February 2023 the Group was notified that the Administrative Court in Finland had revoked its permit for the expansion of mining
operations at the Uutela mine located in Sotkamo, Finland. The permit was previously issued by the Finnish Safety and Chemicals Agency;
the body empowered to issue such permits. The Group intends to appeal the decision. If the appeal were to be unsuccessful the impact
would be to reduce the Talc ore available to the Group by approximately 6%.
There were no other significant events after the balance sheet date.
32. BUSINESS EXITS
2022 BUSINESS EXITS
During the period, the Board formally commenced a strategic review of the Chromium business and on 29 November 2022 the Group
entered into a share purchase agreement to sell the Chromium business to Yildirim Group for an enterprise value of $170m. The sale
completed on 31 January 2023. At 30 November 2022 the completion of the sale within the next 12 months was deemed to be highly
probable and as such the Chromium business met the criteria to be classified as a held for sale asset and a discontinued operation.
The results of the discontinued operation, which have been included in the consolidated income statement within ‘Profit from discontinued
operations’, were as follows:
2 0 2 2
$m
20 21
$m
Revenue 185.0 170.7
Expenses (170.6) (157.4)
Profit before income tax 14.4 13.3
Tax (2.9) (2.9)
Profit from discontinued operations 11.5 10.4
Revenue includes $nil (2021: $nil) related to inter-segment sales.
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
212
Net assets classified as held for sale at 31 December 2022 were as follows:
2 0 2 2
$m
Goodwill
Intangible assets 1.0
Property, plant and equipment 70.3
Inventories 68.6
Trade and other receivables 21.0
Cash and bank balances
Total assets 160.9
Trade and other payables (32.1)
Provisions (20.5)
Pensions (2.4)
Tax liabilities (2.4)
Lease liabilities (0.4)
Bank overdraft and loans
Total liabilities (57.8)
Net assets 103.1
During 2022 the discontinued Chromium business contributed $6.4m to the Group’s net operating cash flows (2021: $21.4m), paid $14.2m
in respect of investing activitiesactivities (2021: $8.7m) and paid $nil in respect of financing activities (2021: $0.2m).
2021 BUSINESS EXITS
On 21 June 2021 the Group disposed of Eisenbacher Dentalwaren ED GmbH and Adentatec GmbH, the dental alloys businesses located
in Wörth am Main, Germany for consideration of €4.6m ($5.7m).
The results of Eisenbacher Dentalwaren ED GmbH and Adentatec GmbH, which have been included in the consolidated income
statement were as follows:
Year ended
31 December
20 21
$m
Revenue 3.1
Cost of sales (2.0)
Gross profit 1.1
Distribution costs
Administrative expenses (0.8)
Operating profit 0.3
Finance costs
Profit before tax 0.3
Attributable tax expense
Net profit 0.3
Revenue includes $nil related to inter-segment sales in 2021. Net cash outflow on disposal of $0.7m comprised consideration received of
$5.7m less cash disposed of $3.4m and disposal costs of $1.6m.
The Group recognised a total loss on disposal of:
Year ended
31
December
20 21
$m
Consideration received 5.7
Net assets disposed of (see table below) (6.2)
Disposal costs (1.6)
Recycling of deferred foreign exchange gains 0.4
Loss on disposal (1.7)
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
213
32. BUSINESS EXITS CONTINUED
2021 BUSINESS EXITS CONTINUED
Details of assets and liabilities at the date of disposal are provided in the following table:
20 21
$m
Goodwill 1.0
Property, plant and equipment 0.1
Inventory 1.5
Trade and other receivables 0.5
Cash and bank balances 3.4
Trade and other payables (0.1)
Income tax payable (0.2)
Total net assets disposed 6.2
33. ACQUISITIONS
On 1 October 2021 the Group acquired a quality assurance business and associated laboratory based in Ludwigshafen, Germany for
consideration of €0.15m. The assets and liabilities acquired were as follows:
Note
B o ok
va l ue a t
acquisition
$m
Fa i r
va l ue
adjustments
$m
Fair value
of assets/
(liabilities)
acquired
$m
Intangible assets 10 0.1 0.1
Property, plant and equipment 11 0.3 0.3
Retirement benefit obligations 25 (0.7) (0.7)
Total identifiable net liabilities acquired (0.3) (0.3)
Goodwill 0.5
Total consideration 0.2
of which:
Consideration paid, satisfied in cash 0.2
The consideration for the acquisition has been allocated against identified net assets with the remaining balance recorded as goodwill.
The goodwill recognised on acquisition reflects both the capabilities of the acquired entitys personnel and the synergistic opportunities
going forward, neither of which can be allocated to an identifiable intangible asset.
Notes to the consolidated financial statements continued
For the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
214
Note
2022
£m
20 21
£m
NON-CURRENT ASSETS
Investments 6 782.7 780.1
Debtors 7 12.7 12.6
TOTAL NON-CURRENT ASSETS 795.4 792.7
Debtors 7
Creditors: amounts falling due within one year
Creditors 8 (0.6) (0.6)
NET CURRENT ASSETS/(LIABILITIES) (0.6) (0.6)
TOTAL ASSETS LESS CURRENT LIABILITIES 794.8 792.1
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Amounts due to subsidiary undertakings (190.9) (190.2)
NET ASSETS 603.9 601.9
CAPITAL AND RESERVES
Called up share capital 9 29.2 29.1
Share premium account 177.3 176.6
Capital redemption reserve 9 83.3 83.3
Other reserves 250.5 250.5
Share option reserve 9 25.6 20.7
Profit and loss account 38.0 41.7
EQUITY SHAREHOLDERS’ FUNDS 603.9 601.9
The Company recognised a loss for the financial year ended 31 December 2021 of £1.4m (2021: £2.1m).
The financial statements of Elementis plc, registered number 3299608, on pages 215 to 221 were approved by the Board on 6 March 2023
and signed on its behalf by:
Paul Waterman Ralph Hewins
CEO CFO
Company balance sheet
at 31 December 2022
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FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
215
S h ar e
capital
£m
S h ar e
premium
£m
Capital
redemption
re se r v e
£m
O t he r
reserves
£m
S h ar e
options
re se r v e
£m
Retained
earnings
£m
To t a l
£m
Balance at 1 January 2021 28.9 176.5 83.3 250.5 20.4 40.6 600.2
Comprehensive income
Loss for the year (2.1) (2.1)
Total other comprehensive loss
Total comprehensive loss (2.1) (2.1)
Transactions with owners
Issue of shares by the Company 0.2 0.1 (0.1) 0.2
Share based payments 3.6 3.6
Dividends received
Dividends paid
Transfer (3.3) 3.3
Total transactions with owners 0.2 0.1 0.3 3.2 3.8
Balance at 31 December 2021 29.1 176.6 83.3 250.5 20.7 41.7 601.9
BALANCE AT 1 JANUARY 2022 29.1 176.6 83.3 250.5 20.7 41.7 601.9
Comprehensive income
Loss for the year (1.4) (1.4)
Total other comprehensive loss
Total comprehensive loss (1.4) (1.4)
Transactions with owners
Issue of shares by the Company 0.1 0.7 0.8
Share based payments 2.6 2.6
Dividends received
Dividends paid
Transfer 2.3 (2.3)
Total transactions with owners 0.1 0.7 4.9 (2.3) 3.4
BALANCE AT 31 DECEMBER 2022 29.2 177.3 83.3 250.5 25.6 38.0 603.9
The Company’s distributable reserves amount to £38.0m (2021: £39.4m) at the end of the period. The Company regularly reviews its
distributable reserves and makes dividend recapitalisations as and when necessary to ensure it can make all expected dividend
payments. The Company has sufficient subsidiary reserves to enable such recapitalisations in 2023 and going forward.
For more information on the dividend issued and the dividend per share please see Note 29 of the Group financial statements.
Company statement of changes in equity
for the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
216
1. GENERAL INFORMATION
Elementis plc is a public company limited by shares and is incorporated and domiciled in England. The address of its registered office is
The Bindery, 5th Floor, 51-53 Hatton Garden, London, EC1N 8HN. The principal activity of the Company is to act as the ultimate holding
company of the Elementis Group of companies.
2. BASIS OF PREPARATION
The Company’s financial statements have been prepared under the historical cost convention, in compliance with applicable United
Kingdom accounting standards, including Financial Reporting Standard 101 – ‘Reduced Disclosure Framework – Disclosure exemptions
from EU adopted IFRS for qualifying entities’ (FRS 101), and with the Companies Act 2006. The Company has presented its results under
FRS 101.
As a qualifying entity whose results are consolidated in the Elementis plc consolidated financial statements on pages 152 to 214, the
Company has taken advantage of the exemption under FRS 101 from preparing a statement of cash flows and associated notes, the
effects of new but not yet effective IFRSs, disclosures in respect of transactions and the capital management of wholly owned
subsidiaries and key management personnel compensation disclosures.
As the consolidated financial statements include equivalent disclosures, the Company has also taken the disclosure exemptions under
FRS 101 in respect of group settled share-based payments under IFRS 2 share based payment, IFRS 16 leases, disclosures required by
IFRS 7 financial instruments disclosures and by IFRS 13 fair value measurement.
By virtue of section 408 of the Companies Act 2006 the company is exempt from presenting an income statement and disclosing
employee numbers and staff costs.
As a consequence of the majority of the Company’s assets, liabilities and expenses originating in pounds sterling, the Company has
chosen pounds sterling as its reporting currency.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated. The Company has adopted FRS 101 in these financial statements.
FOREIGN CURRENCIES
Transactions in foreign currencies are recorded at the rates of exchange ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are translated using the contracted rate or the rate of exchange ruling at the balance sheet
date and the gains and losses on translation are included in the profit and loss account.
INVESTMENTS
Investments in subsidiaries are included in the balance sheet at cost less accumulated impairment losses.
Potential indicators of impairment, including the market capitalisation of the group dropping below the net assets of Elementis plc, have
been considered. The recoverable amounts of cash generating units as determined for the impairment testing of goodwill also support the
recoverable amounts of the parent Company’s investments.
DIVIDENDS ON SHARES PRESENTED WITHIN SHAREHOLDERS’ FUNDS
Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the extent that they are appropriately
authorised and are no longer at the discretion of the Company.
PENSIONS AND OTHER POST-RETIREMENT BENEFITS
The Company participates in the Elementis Group defined benefit pension scheme. The assets of the scheme are held separately from
those of the Company. Details of the latest actuarial valuation carried out in September 2020 can be found in the 2020 Elementis plc
Annual Report and Accounts. Following the introduction of the revised reporting standard, any surplus or deficit in the Elementis Group
defined benefit pension scheme is to be reported in the financial statements of Elementis UK Limited, which employs the majority of active
members of the scheme and is responsible for making deficit contributions under the current funding plan.
TAX ATION
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes. Advance corporation tax recoverable by deduction from future corporation tax is carried
forward within deferred taxation or as ACT recoverable within debtors as appropriate.
There were no significant judgements or estimates necessary in 2022.
CHANGES IN ACCOUNTING POLICIES
The accounting policies adopted are consistent with those of the previous financial year.
Notes to the company financial statements of Elementis plc
for the year ended 31 December 2022
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
217
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
SHARE BASED PAYMENTS
The fair value of share options granted to employees is recognised as an expense with a corresponding increase in equity. Where
theCompany grants options over its own shares to the employees of its subsidiaries it recognises in its individual financial statements
anincrease in the cost of investment in its subsidiaries equivalent to the equity settled share based payment charge recognised in its
subsidiaries’ financial statements, with the corresponding credit being recognised directly in equity. The fair value is measured at the
grantdate and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the
options granted is measured using a binomial model, taking into account the terms and conditions upon which the options were granted.
The amount recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is only
due to share prices not achieving the threshold for vesting.
CLASSIFICATION OF FINANCIAL INSTRUMENTS ISSUED BY THE COMPANY
Financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions:
a. They include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or
financial liabilities with another party under conditions that are potentially unfavourable to the Company.
b. Where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no
obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Companys
exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that the definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified
takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and
share premium account exclude amounts in relation to those shares.
Finance payments associated with financial liabilities are dealt with as part of interest payable and similar charges. Finance payments
associated with financial instruments that are classified as part of shareholders’ funds are dealt with as appropriations in the reconciliation
of movements in shareholders’ funds.
RECLASSIFICAION IN STATEMENT OF CHANGES OF EQUITY
Elementis plc reclassified £2.3m from share premium to retained earnings as a result of an immaterial error that was made in 2021 and
identified in 2022.
4. PROFIT FOR THE FINANCIAL YEAR ATTRIBUTABLE TO SHAREHOLDERS
As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own profit and loss account. A loss of £1.4m
(2021: £2.1m loss) is dealt with in the financial statements of the Company.
5. DIRECTORS’ REMUNERATION
Details of Directors’ remuneration for the Company are included in the Directors’ Remuneration report within the Elementis plc Annual
Report and Accounts on pages 124-151.
6. INVESTMENTS
U n l is t e d
s h ar e s a t
cost £m
U n l is t e d
loans £m
Capital
contributions
£m Total £m
Cost at 1 January 2022 0.1 759.0 21.0 780.1
Additions 2.6 2.6
NET BOOK VALUE 31 DECEMBER 2022 0.1 759.0 23.6 782.7
Net book value 31 December 2021 0.1 759.0 21.0 780.1
The investment in unlisted loans is with Elementis Holdings Limited, an indirect wholly owned subsidiary. The investments in unlisted
shares are in Elementis Group BV, Elementis Export Sales Inc, and Elementis Overseas Investments Limited, all wholly owned
subsidiaries. Capital contributions relate to share-based payment awards made to employees of subsidiary companies.
The trading subsidiaries and associates of Elementis plc, all of which are wholly owned, excluding Alembic Manufacturing Limited, where
the Group holds a 25% interest, are as follows:
Subsidiary undertakings Country of incorporation and operation
Alembic Manufacturing Limited Personal Care products United Kingdom
1
Deuchem Co., Limited Additives and resins Taiwan
2
Deuchem (Shanghai) Chemical Co. Limited Additives and resins People’s Republic of China
3
Elementis Chromium Inc Chromium chemicals United States of America
4
Elementis Chromium LLP Chromium chemicals United Kingdom
5
Notes to the company financial statements of Elementis plc continued
for the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
218
Subsidiary undertakings Country of incorporation and operation
Elementis (Shanghai) New Material Co.
Limited Additives and resins People’s Republic of China
3
Elementis LTP Inc Chromium chemicals United States of America
4
Elementis Minerals BV Talc products Netherlands
6
Elementis Specialties (Anji) Limited Organoclays People’s Republic of China
7
Elementis Specialties do Brasil Quimica Ltda Coatings additives Brazil
8
Elementis Specialties Inc
Rheological additives, colourants, waxes,
other specialty additives United States of America
4
Elementis SRL Inc Personal Care products United States of America
4
Elementis UK Limited trading as: Elementis
Specialties
Rheological additives, colourants, waxes,
other specialty additives United Kingdom
5
Elementis Pharma GmbH Personal Care products Germany
9
Mondo Minerals Deutschland GmbH Talc products Germany
10
Elementis Minerals Nickel Oy Talc products Finland
11
Mondo Trading (Beijing) Company Limited Talc products Peoples Republic of China
12
1 Registered office Unit 6 Wimbourne Buildings, Atlantic Way, Barry Docks, Barry, South Glamorgan CF63 3RA, UK.
2 Registered office 92, Kuang-Fu North Road, Hsinchu Industrial Park, Hukou, Hsinchu Taiwan, ROC.
3 Registered office 99 Lianyang Road, Songjiang Industrial Zone, Shanghai, China.
4 Registered office 1209 Orange Street, Wilmington, Delaware, 19801, US.
5 Registered office The Bindery, 5th Floor, 51-53 Hatton Garden, London EC1N 8HN, UK.
6 Registered office: Kajuitweg 8, 1041 AR, Amsterdam, Netherlands.
7 Registered office Huibutai, Majiadu Village, Dipu Town, Anji County, Huzhou City, Zhejiang Province, China.
8 Registered office Rodovia Nelson Leopoldino, SP 375, Km 13,8, s/n, Bairro Rural, Palmital, São Paulo, Brazil.
9 Registered office Giulinistr. 2, 67065 Ludwigshafen, Germany.
10 Registered office Friedrichsallee 14, 42117, Wuppertal, Germany.
11 Registered office Talkkitie 7, 83500, Outokumpu, Finland.
12 Registered office Nan Zhugan Hutong no.6, floor 9, 01-007, Dongcheng District, 100010, Beijing, China.
Non-trading and dormant subsidiaries of Elementis plc, all of which are wholly owned within the Group, are as follows:
Subsidiary undertakings Country of incorporation and operation
Agrichrome Limited Non-trading United Kingdom
1
American Chrome & Chemicals Inc Dormant United States of America
2
Elementis America Shared Services Inc Dormant United States of America
2
Elementis Australia Limited Dormant United Kingdom
1
Elementis Catalysts Inc Dormant United States of America
2
Elementis Chemicals Inc Dormant United States of America
2
Elementis Chromium America Inc Dormant United States of America
2
Elementis Export Sales Inc Non-trading United States of America
2
Elementis Finance (Australia) Limited Dormant United Kingdom
1
Elementis Finance (Europe) Limited Non-trading United Kingdom
1
Elementis Finance (Germany) Limited Non-trading United Kingdom
1
Elementis Finance (Ireland) Limited Non-trading Ireland
3
Elementis Finance (Jersey) Limited Non-trading Jersey
4
Elementis Finance (US) Limited Non-trading United Kingdom
1
Elementis Germany GmbH Non-trading Germany
5
Elementis Germany Limited Dormant United Kingdom
1
Elementis Global LLC Non-trading United States of America
2
Elementis GmbH Non-trading Germany
5
Elementis Group (Finance) Limited Non-trading United Kingdom
1
Elementis Group BV Non-trading Netherlands
6
Elementis Group Limited Dormant United Kingdom
1
Elementis Holdings Limited Non-trading United Kingdom
1
Elementis London Limited Dormant United Kingdom
1
Elementis Minerals Holding BV Non-trading Netherlands
6
Elementis Nederlands BV Non-trading Netherlands
6
Elementis New Zealand Limited Dormant United Kingdom
1
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Annual Report and Accounts 2022
Elementis plc
219
Subsidiary undertakings Country of incorporation and operation
Elementis NZ Limited Non-trading New Zealand
7
Elementis Overseas Investments Limited Non-trading United Kingdom
1
Elementis Pigments Inc Dormant United States of America
2
Elementis S.E.A. (Malaysia) Sdn Bhd Non-trading Malaysia
8
Elementis Securities Limited Non-trading United Kingdom
1
Elementis Services GmbH Non-trading Germany
5
Elementis Specialties (India) Private Limited Non-trading India
9
Elementis US Holdings Inc Non-trading United States of America
2
Elementis US Limited Non-trading United Kingdom
1
H & C Acquisitions Limited Dormant United Kingdom
1
H & C Lumber Inc Dormant United States of America
2
Harcros Chemicals Canada Inc Dormant Canada
10
Iron Oxides S.A. de CV Dormant Mexico
11
Mondo Minerals International BV Dormant Netherlands
6
NB Chrome Limited Dormant United Kingdom
1
Reheis Inc Non-trading United States of America
2
SRL Coöperatief U.A. Non-trading Netherlands
6
SRLH Holdings Inc Non-trading United States of America
2
SRL International Holdings LLC Non-trading United States of America
2
Talc Holding Finance Oy Non-trading Finland
12
Talc Holding Oy Non-trading Finland
12
WBS Carbons Acquisitions Corp Non-trading United States of America
2
1 Registered office: The Bindery, 5th Floor, 51-53 Hatton Garden, London EC1N 8HN, UK.
2 Registered office: 1209 Orange Street, Wilmington, Delaware, 19801, US.
3 Registered office: 8th Floor, Block E, Iveagh Court, Harcourt Road, Dublin 2, Ireland.
4 Registered office: 3rd Floor, 44 Esplanade, St Helier, Jersey, JE4 9WG.
5 Registered office: Stolberger Str.370, 50933, Köln, Germany.
6 Registered office: Kajuitweg 8, 1041 AR, Amsterdam, Netherlands.
7 Registered office: KPMG, P O Box 1584, 18 Viaduct Harbour Avenue, Maritime Square, Auckland, New Zealand.
8 Registered office: 10th Floor, Menara Hap Seng, No. 1 & 3 Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia.
9 Registered office: Unit-B, Ground Floor, Jaswanti Landmark, Mehra Industrial Estate, L.B.S. Marg, Vikhroli (W), Mumbai 400079, India.
10 Registered office: C/o Stewart McKelvey Stirling Scales,44 Chipman Hill, Suite 1000 ON E2L 4S6, Canada.
11 Registered office: Calle San Ignacio N 105, 22106 Tijuana, Baja California Mexico.
12 Registered office: Kajaanintie 54, 88620, Korholanmaki, Finland.
Notes:
Other than Elementis Export Sales Inc, Elementis Group BV and Elementis Overseas Investments Ltd, none of the undertakings is held
directly by the Company. Equity capital is in ordinary shares and voting rights equate to equity ownership.
All undertakings listed above have accounting periods ending 31 December, with the exception of Elementis Specialties (India) Private
Limited, for which the relevant date is 31 March.
Undertakings operating in the United Kingdom are incorporated in England and Wales. In the case of corporate undertakings other than
in the United Kingdom their country of operation is also their country of incorporation.
All undertakings listed above have been included in the consolidated financial statements of the Group for the year.
7. DEBTORS
2 0 2 2
£m
20 21
£m
DEBTORS: AMOUNT FALLING DUE AFTER MORE THAN ONE YEAR
Group relief receivable 12.7 12.6
DEBTORS: AMOUNT FALLING DUE WITHIN ONE YEAR
Group relief receivable
8. CREDITORS: AMOUNT FALLING DUE WITHIN ONE YEAR
2 0 2 2
£m
20 21
£m
Accruals 0.6 0.6
6. INVESTMENTS CONTINUED
Notes to the company financial statements of Elementis plc continued
for the year ended 31 December 2022
Annual Report and Accounts 2022
Elementis plc
220
9. SHARE CAPITAL AND RESERVES
2 0 2 2
Number
’000
2 0 2 2
£m
20 21
Number
’000
20 21
£m
CALLED-UP ALLOTTED AND FULLY PAID:
Ordinary shares of 5 pence each
At 1 January 581,858 29.1 580,801 28.9
Issue of shares 2,159 0.1 1,057 0.2
At 31 December 584,017 29.2 581,858 29.1
During the year a total of 2,159,389 ordinary shares with an aggregate nominal value of £107,969 were allotted and issued in accordance
with the Group’s share options and award plans and schemes to various employees, as well as shares that were redeemed for cash at
subscription prices between 58 pence and 63 pence on the exercise of options under the Group’s share option schemes. The total
subscription monies received by the Company for these shares was £0.7m.
The Company can redeem shares by repaying the market value to the shareholder, whereupon the shares are cancelled. Redemption
must be from distributable profits. The capital redemption reserve represents the nominal value of the shares redeemed.
The share options reserve comprises amounts accumulated in equity in respect of share options and awards granted to employees.
Details of the shared based payments in the year are set out in Note 26 to the Elementis plc consolidated financial statements.
10. RELATED PARTY TRANSACTIONS
The Company, which is the ultimate parent company of the Elementis Group, is a guarantor to the Elementis Group defined benefit
pension scheme under which it guarantees all current and future obligations of UK subsidiaries currently participating in the pension
scheme to make payments to the scheme, up to a specified maximum amount. The maximum amount of the guarantee is that which is
needed (at the time the guarantee is called on) to bring the scheme’s funding level up to 105% of its liabilities, calculated in accordance
with section 179 of the Pensions Act 2004. This is also sometimes known as a Pension Protection Fund (PPF) guarantee, as having such a
guarantee in place reduces the annual PPF levy on the scheme. Details of the UK pension schemes in the year are set out in Note 25 to the
Elementis plc consolidated financial statements.
11. UK REGISTERED SUBSIDIARIES EXEMPT FROM AUDIT
The following UK subsidiaries will take advantage of the audit exemption set out within section 479A of the Companies Act 2006
fortheyear ended 31 December 2022. Unless otherwise stated, the undertakings listed below are all 100% owned, either directly or
indirectly, by Elementis plc. The Company will guarantee the debts and liabilities of the UK subsidiaries listed below at the balance sheet
date in accordance with section 479C of the Companies Act 2006. The Company has assessed the probability of loss under the guarantee
as remote.
Name
Proportion
of s h a r e s
held by the
Company
(%)
Proportion
of s h a r e s
h e ld by
subsidiary
(%)
Company
Number
Agrichrome Limited 100 2228826
Elementis Finance (Germany) Limited 100 5531634
Elementis Finance (US) Limited 100 9303101
Elementis Germany Limited 100 48664
Elementis Group (Finance) Limited 100 9303017
Elementis Group Limited 100 4048541
Elementis Overseas Investments Limited 100 8008981
Elementis Securities Limited 100 597303
Elementis US Limited 100 8005226
Elementis Finance (Europe) Limited 100 11717371
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
221
ALTERNATIVE PERFORMANCE MEASURES
A reconciliation from reported profit for the year to adjusted earnings before interest, tax, depreciation and amortisation (Adjusted
EBITDA) is provided to support understanding of the summarised cash flow included within the Finance Report on pages 76-81.
2 0 2 2
$ m
20 21
$m
(LOSS)/PROFIT FOR THE YEAR (51.1) 2.5
Adjustments for
Profit from discontinued operations (11.5) (10.4)
Finance income (9.9) (11.0)
Finance costs and other expenses 22.9 28.7
Tax charge 7.8 0.4
Depreciation and amortisation 56.6 58.3
Excluding intangibles arising on acquisition (14.9) (15.8)
Loss on disposal 1.7
Adjusting items before finance costs and depreciation 141.9 75.7
ADJUSTED EBITDA 141.8 130.1
Adjusted EBITDA from discontinued operations 31.3 28.4
ADJUSTED EBITDA FROM TOTAL OPERATIONS 173.1 158.5
There are also a number of key performance indicators (KPIs) on pages 32-33, the reconciliations to these are given below.
ADJUSTED OPERATING CASH FLOW
Adjusted operating cash flow is defined as the net cash flow from operating activities less net capital expenditure but excluding income
taxes paid or received, interest paid or received, pension contributions net of current service cost and adjusting items.
2 0 2 2
$m
20 21
$m
NET CASH FLOW FROM OPERATING ACTIVITIES 77.0 66.7
Less:
Capital expenditure (47.1) (52.4)
Add:
Income tax paid or received 13.4 30.9
Interest paid or received 14.8 23.5
Pension contributions net of current service cost 1.0 0.1
Adjusting items – non cash (0.1) (13.2)
Adjusting items – cash 5.2 20.4
ADJUSTED OPERATING CASH FLOW FROM TOTAL OPERATIONS 64.2 76.0
ADJUSTED OPERATING CASH CONVERSION
Adjusted operating cash conversion is defined as adjusted operating profit divided by adjusted operating cash flow plus provisions and
share based payments.
2 0 2 2
$m
20 21
$m
Adjusted operating profit/(loss) from total operations 123.7 106.6
Adjusted operating cash flow from total operations 64.2 76.0
Add:
Provisions and share based payments 3.6 (1.9)
67.8 74.1
ADJUSTED OPERATING CASH CONVERSION FROM TOTAL OPERATIONS 55% 70%
Alternative performance measures and unaudited information
Annual Report and Accounts 2022
Elementis plc
222
CONTRIBUTION MARGIN
The Group’s contribution margin is defined as sales less all variable costs, divided by sales, and expressed as a percentage.
2 0 2 2
$m
20 21
$m
Continuing
Operations
Discontinued
operations
To t a l
operations
Continuing
Operations
Discontinued
operations
To t a l
operations
REVENUE 736.4 185.0 921.4 709.4 170.7 880.1
Variable costs (388.3) (100.8) (489.1) (379.0) (100.2) (479.2)
Non variable costs (49.2) (34.2) (83.4) (41.4) (24.6) (66.0)
COST OF SALES (437.5) (135.0) (572.5) (420.4) (124.8) (545.2)
ADJUSTED GROUP PROFIT BEFORE TAX
Adjusted group profit before tax is defined as the adjusted profit for the year plus the tax on adjusting items.
RETURN ON OPERATING CAPITAL EMPLOYED
The return on operating capital employed (ROCE) is defined as adjusted operating profit from total operations divided by operating capital
employed, expressed as a percentage. Operating capital employed comprises fixed assets (excluding goodwill), workingcapital and
operating provisions. Operating provisions include self insurance and environmental provisions but exclude retirement benefit obligations.
2 0 2 2
$m
20 21
$m
ADJUSTED OPERATING PROFIT FROM TOTAL OPERATIONS 123.7 106.6
Fixed assets excluding goodwill 654.5 722.1
Working capital 231.9 164.0
Operating provisions (48.7) (61.8)
Operating capital employed 837.7 824.3
RETURN ON CAPITAL EMPLOYED % 15% 13%
AVERAGE TRADE WORKING CAPITAL TO SALES RATIO
The trade working capital to sales ratio is defined as the 12 month average trade working capital divided by sales, expressed as a percentage.
Trade working capital comprises inventories, trade receivables (net of provisions) and trade payables. It specifically excludes repayments, capital
or interest related receivables or payables, changes due to currency movements and items classified as other receivables and other payables.
ADJUSTED OPERATING PROFIT/OPERATING MARGIN
Adjusted operating profit is the profit derived from the normal operations of the business. Adjusted operating margin is the ratio of
adjusted operating profit to sales.
UNAUDITED INFORMATION
To support a full understanding of the performance of the Group, the information below provides the calculation of net debt/EBITDA on a
pre-IFRS 16 basis.
2 0 2 2
$m
20 21
$m
Revenue 921.4 880.1
Adjusted operating profit from total operations 123.7 106.6
Adjusted operating margin from total operations 13.4% 12.1%
Adjusted EBITDA from total operations 173.1 158.5
IFRS 16 adjustment (7.1) (6.8)
Adjusted EBITDA pre-IFRS 16 166.0 151.7
Net Debt
1
366.8 401.0
Net Debt / EBITDA* 2.2 2.6
* Net debt/EBITDA, where EBITDA is the adjusted EBITDA on total operations of the Group on a pre-IFRS 16 basis.
1 See Note 28 – Net debt excludes lease liabilities.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
223
Five year record
2 0 2 2
$m
20 21
$m
2020
$m
2019
$m
2018
$m
TURNOVER
Continuing operations 736.4 709.4 612.4 712.4 648.9
Discontinued operations 185.0 170.7 146.9 171.0 189.1
Total operations 921.4 880.1 759.3 883.4 838.0
ADJUSTED OPERATING PROFIT
Total operations 123.7 106.6 81.6 123.0 132.0
Discontinued operations 23.2 18.6 10.4 22.3 36.4
Continuing operations 100.5 88.0 71.2 100.7 95.6
Adjusting items before interest (142.3) (76.1) (106.5) (22.0) (39.4)
OPERATING (LOSS)/PROFIT (41.8) 11.9 (35.3) 78.7 56.2
Other expenses (1.3) (3.7) (1.2) (10.4) (1.5)
Net interest payable (11.7) (15.7) (37.6) (28.0) (17.2)
(LOSS)/PROFIT BEFORE TAX (54.8) (7.5) (74.1) 40.3 37.5
Tax (7.8) (0.4) 3.1 (10.2) (10.0)
(Loss)/profit from continuing operations (62.6) (7.9) (71.0) 30.1 27.5
Profit from discontinued operations 11.5 10.4 4.0 16.3 13.9
(LOSS)/PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF
THE PARENT (51.1) 2.5 (67.0) 46.4 41.4
2 0 2 2
$m
20 21
$m
2020
$m
2019
$m
2018
$m
CONTINUING OPERATIONS
Basic (loss)/earnings per ordinary share (cents) (10.7) (1.4) (12.2) 5.2 5.3
Basic earnings per ordinary share after adjusting items (cents) 11.1 8.4 5.5 9.7 11.6
Diluted (loss)/earnings per ordinary share (cents) (10.7) (1.4) (12.2) 5.1 5.2
Diluted earnings per ordinary share after adjusting items (cents) 10.9 7.3 5.4 9.6 11.5
CONTINUING AND DISCONTINUED OPERATIONS
Basic (loss)/earnings per ordinary share (cents) (8.8) 0.4 (11.5) 8.0 7.9
Basic earnings per ordinary share after adjusting items (cents) 14.2 10.7 6.6 12.6 17.0
Diluted (loss)/earnings per ordinary share (cents) (8.8) 0.4 (11.3) 7.9 7.9
Diluted earnings per ordinary share after adjusting items (cents) 13.9 10.6 6.5 12.4 16.9
DIVIDEND PER ORDINARY SHARE (CENTS) 8.55 8.65
DIVIDEND PER ORDINARY SHARE REBASED
2
(CENTS) 8.55 8.40
INTEREST COVER (TIMES)
1
7.0 4.8 3.7 5.5 8.0
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS
OFTHEPARENT 781.8 901.0 860.4 906.2 915.6
NET DEBT (366.8) (401.0) (408.1) (454.2) (498.1)
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES IN
ISSUE DURING THE YEAR (MILLION) 582.6 581.0 580.1 579.6 520.9
WEIGHTED AVERAGE NUMBER OF ORDINARY AND
POTENTIAL ORDINARY SHARES IN ISSUE DURING THE
YEAR (MILLION) 592.3 588.8 593.7 588.5 526.3
1 Ratio of operating profit after adjusting items to interest on net borrowings.
2 Following the rights issue in October 2018, dividend per share for periods prior to this have been rebased to reflect the bonus element resulting from this
rights issue.
Annual Report and Accounts 2022
Elementis plc
224
Shareholder services
REGISTRARS
Enquiries concerning shares or shareholdings, such as the loss of a share certificate, consolidation of share certificates, amalgamation of
holdings or dividend payments, should be addressed to the Companys registrars:
Equiniti Group Limited
Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA
Tel: +44 (0) 371 384 2379
For shareholders with hearing difficulties:
Tel: +44 (0) 371 384 2255
Please use the country code when calling from outside the UK. Lines are open between 8.30am and 5.30pm Monday to Friday (excluding
public holidays in England and Wales).
In any correspondence with the registrars, please refer to Elementis plc and state clearly the registered name and address of the
shareholder. Please notify the registrars promptly of any change of address.
WEBSITE
Our website (www.elementis.com) provides the following information:
Company news and information
Details of our strategy
The Company’s approach to sustainability and innovation
A dedicated Investors section which contains up to date information for shareholders including:
Share price and index chart information
Financial results
History of dividend payment dates and amounts
Access to current and historical shareholder documents such as the Annual Report and Accounts
SHARE DEALING SERVICES
Equiniti provides a share dealing service that enables shares to be brought or sold by UK shareholders by telephone or over the internet.
For telephone share dealing, please call +44 (0) 345 603 7037 between 8.30am and 4.30pm (lines are open until 6.00pm for enquiries), and
for internet share dealing, please visit: www.shareview.co.uk/dealing.
ELECTRONIC COMMUNICATIONS
Shareholders can elect to receive shareholder documents electronically by registering with Shareview at www.shareview.co.uk. This will
save on printing and distribution costs, creating environmental benefits. When you register, you will be sent an email notification to say
when shareholder documents are available on our website and you will be provided with a link to that information. When registering, you
will need your shareholder reference number, which can be found on your share certificate or proxy form. Please contact Equiniti if you
require any assistance or further information.
DUPLICATE DOCUMENTS
If you have more than one account on the Share Register and receive duplicate documentation from us as a result, please contact Equiniti
to request that your accounts be combined.
SHARE FRAUD
Share or investment scams are often run from ‘boiler rooms’ where fraudsters cold call investors offering them worthless, overpriced or
even non-existent shares, or offer to buy their shares in a company at a higher price than the market value. Shareholders are advised to be
very wary of any unsolicited advice, offers to buy shares at a discount, or offers of free reports about the company. Even seasoned
investors have been caught out by such fraudsters. The FCA has some helpful information.
REPORT A SCAM
If you are contacted by a cold caller, you should inform the Group General Counsel & Company Secretary by email and also the FCA by
using its share fraud reporting form at www.fca.org.uk/scams or calling its Consumer Helpline on +44 (0) 800 111 6768.
If you have already paid money to a share fraudster, please contact Action Fraud on +44 (0) 300 123 2040 or www.actionfraud.police.uk.
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
225
Corporate information
FINANCIAL CALENDAR
26 April 2023 Annual General Meeting
26 April 2023 Q1 Trading Update
16 May 2023 Capital Markets Day
27 July 2023 Interim results announcement for
the half year ending 30 June
2022
October 2023 Q3 Trading Update
ANNUAL GENERAL MEETING
The Annual General Meeting of Elementis plc will be held on
26 April 2023 at 10.00am at the offices of Allen & Overy LLP, One
Bishops Square, London, E1 6AD. Shareholders will also be able to
attend the meeting online.
The Notice of Meeting is included in a separate document.
COMPANY SECRETARY
Anna Lawrence
REGISTERED NUMBER
03299608
REGISTERED OFFICE
The Bindery
5th Floor
51-53 Hatton Garden
London
EC1N 8HN
UK
PRINCIPAL OFFICES
ELEMENTIS PLC
The Bindery
5th Floor
51-53 Hatton Garden
London
EC1N 8HN
UK
ELEMENTIS GLOBAL
469 Old Trenton Road
East Windsor
NJ 08512
US
Tel: +1 609 443 2000
INDEPENDENT AUDITORS
DELOITTE LLP
1 Little New Street
London
EC4A 3TR
JOINT CORPORATE BROKER
JP MORGAN CAZENOVE
60 Victoria Embankment
London
EC4Y 0JP
JOINT CORPORATE BROKER
NUMIS
Cheapside House
138 Cheapside
London
EC2V 6LH
PUBLIC RELATIONS
TULCHAN COMMUNICATIONS
2nd Floor
85 Fleet Street
London,
EC4Y 1AE
SOLICITORS
ALLEN & OVERY LLP
One Bishops Square
London
E1 6AD
EMAIL
company.secretariat@elementis.com
WEBSITE
www.elementis.com
Annual Report and Accounts 2022
Elementis plc
226
STATEMENT OF USE ELEMENTIS PLC HAS REPORTED THE INFORMATION CITED IN THIS GRI CONTENT INDEX FOR THE
PERIOD 1 JANUARY 2022 TO 31 DECEMBER 2022 WITH REFERENCE TO THE GRI STANDARDS.
GR1 USED GRI 1: FOUNDATION 2021
GRI standard Specific GRI Disclosure Pages
GRI 2: GENERAL
DISCLOSURES 2021
2-1 Organisational details 1-5
2-2 Entities included in the organisation’s sustainability reporting 56, 218
2-3 Reporting period, frequency and contact point
INSIDE FRONT
COVER, 226
2-4 Restatements of information NONE
2-5 External assurance 89, 123
2-6 Activities, value chain and other business relationships 2, 18-19, 22-23
2-7 Employees 63
2-8 Workers who are not employees NOT DISCLOSED
2-9 Governance structure and composition 98-99, 103, 118
2-10 Nomination and selection of the highest governance body 115-118
2-11 Chair of the highest governance body 98, 111
2-12 Role of the highest governance body in overseeing the management of impacts 37, 104-112
2-13 Delegation of responsibility for managing impacts 37, 42
2-14 Role of the highest governance body in sustainability reporting 37, 39, 42, 105
2-15 Conflicts of interest 112 , 116
2-16 Communication of critical concerns 106, 110
2-17 Collective knowledge of the highest governance body 118
2-18 Evaluation of the performance of the highest governance body 113-114
2-19 Remuneration policies 97, 124-151
2-20 Process to determine remuneration 127-130
2-21 Annual total compensation ratio 149
2-22 Statement on sustainable development strategy 7, 9
2-23 Policy commitments 71
2-24 Embedding policy commitments 71, 123
2-25 Processes to remediate negative impacts 69, 106, 123
2-26 Mechanisms for seeking advice and raising concerns 69, 123
2-27 Compliance with laws and regulations 68-70, 92
2-28 Membership associations 38
2-29 Approach to stakeholder engagement 72-73, 106
2-30 Collective bargaining agreements 66
GRI 3: MATERIAL TOPICS
2021
3-1 Process to determine material topics 39
3-2 List of material topics 40
3-3 Management of material topics 41
GRI 201: ECONOMIC
PERFORMANCE 2016
201-2 Financial implications and other risks and opportunities due to climate change 42-56
201-3 Defined benefit plan obligations and other retirement plans 168, 203-207
201-4 Financial assistance received from government 184
GRI 205: ANTI-CORRUPTION
2016
205-2 Communication and training about anti-corruption policies and procedures 68-69
205-3 Confirmed incidents of corruption and actions taken 68
GRI 206: ANTI-COMPETITIVE
BEHAVIOUR 2016
206-1 Legal actions for anti-competitive behaviour, anti-trust, and monopoly
practices 68
GRI 207: TAX 2019 207-1 Approach to tax 70, 172-173
207-2 Tax governance, control, and risk management 119-12 0
207-3 Stakeholder engagement and management of concerns related to tax 183, 212
207-4 Country-by-country reporting 182
GRI 302: ENERGY 2016 302-1 Energy consumption within the organisation 58
302-3 Energy intensity 58
302-4 Reduction of energy consumption 57
GRI index
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
Elementis plc
227
GRI index continued
GRI 303: WATER AND
EFFLUENTS 2018
303-3 Water withdrawal 59
303-4 Water discharge CDP
303-5 Water consumption CDP
GRI 304: BIODIVERSITY 2016 304-4 IUCN Red List species and national conservation list species with habitats in
areas affected by operations 60
GRI 305: EMISSIONS 2016 305-1 Direct (Scope 1) GHG emissions 52-54
305-2 Energy indirect (Scope 2) GHG emissions 52-54
305-3 Other indirect (Scope 3) GHG emissions 55-56
305-4 GHG emissions intensity 52-54, 57
305-5 Reduction of GHG emissions 53
305-7 Nitrogen oxides (NO
x
), sulfur oxides (SO
x
), and other significant air emissions 60
GRI 306: WASTE 2020 306-3 Waste generated 59
GRI 401: EMPLOYMENT 2016 401-1 New employee hires and employee turnover 63, 66
GRI 403: OCCUPATIONAL
HEALTH AND SAFETY 2018
403-1 Occupational health and safety management system 61
403-2 Hazard identification, risk assessment, and incident investigation 62
403-4 Worker participation, consultation, and communication on occupational health
and safety 62
403-5 Worker training on occupational health and safety 61-62
403-6 Promotion of worker health 61-63
403-8 Workers covered by an occupational health and safety management system 62
403-9 Work-related injuries 62
403-10 Work-related ill health 62
GRI 404: TRAINING AND
EDUCATION 2016
404-1 Average hours of training per year per employee 18, 66
404-2 Programme for upgrading employee skills and transition assistance
programme 66
404-3 Percentage of employees receiving regular performance and career
development reviews 67
GRI 405: DIVERSITY AND
EQUAL OPPORTUNITY 2016
405-1 Diversity of governance bodies and employees 65
405-2 Ratio of basic salary and remuneration of women to men 65
GRI 406: NON-
DISCRIMINATION 2016 406-1 Incidents of discrimination and corrective actions taken 69, 154
GRI 417: MARKETING AND
LABELING 2016 417-1 Requirements for product and service information and labeling 70
GRI 418: CUSTOMER
PRIVACY2016
418-1 Substantiated complaints concerning breaches of customer privacy and losses
of customer data 69
Annual Report and Accounts 2022
Elementis plc
228
TOPIC ACCOUNTING METRIC SASB CODE PAGE
GREENHOUSE GAS
EMISSIONS
Gross global Scope 1 emissions, percentage covered under
emissions-limiting regulations
RT- CH-110a.1 53
Discussion of long-term and short-term strategy or plan to
manage Scope 1 emissions, emissions reduction targets, and an
analysis of performance against those targets
RT- CH-110a.2 42-56
AIR QUALITY Air emissions of the following pollutants: (1) NO
X
(excluding N
2
O),
(2) SO
X
, (3) volatile organic compounds (VOCs), and (4) hazardous
air pollutants (HAPs)
RT- CH-120a.1 60
ENERGY MANAGEMENT (1) Total energy consumed, (2) percentage grid electricity, (3)
percentage renewable, (4) total self-generated energy
RT- CH-130a.1 57-58
WATER MANAGEMENT (1) Total water withdrawn, (2) total water consumed, percentage of
each in regions with High or Extremely High Baseline Water Stress
RT- CH-140a.1 59
Number of incidents of non-compliance associated with water
quality permits, standards, and regulations
RT-CH-140a.2 NOT
DISCLOSED
Description of water management risks and discussion of
strategies and practices to mitigate those risks
RT-CH-140a.3 50, 59
HAZARDOUS WASTE
MANAGEMENT
Amount of hazardous waste generated, percentage recycled RT-CH-150a.1 59
COMMUNITY RELATIONS Discussion of engagement processes to manage risks and
opportunities associated with community interests
RT- CH-210a.1 67, 73
WORKFORCE
HEALTH&SAFETY
(1) Total recordable incident rate (TRIR) and (2) fatality rate for (a)
direct employees and (b) contract employees
RT-CH-320a.1 62
Description of efforts to assess, monitor, and reduce exposure
ofemployees and contract workers to long-term (chronic)
healthrisks
RT-CH-320a.2 61-62
PRODUCT DESIGN FOR
USE-PHASE EFFICIENCY
Revenue from products designed for use phase
resourceefficiency
RT- CH-410a.1 NOT
DISCLOSED
SAFETY & ENVIRONMENTAL
STEWARDSHIP OF
CHEMICALS
(1) Percentage of products that contain Globally Harmonized
System of Classification and Labelling of Chemicals (GHS)
Category 1 and 2 Health and Environmental Hazardous
Substances, (2) percentage of such products that have undergone
a hazard assessment
RT-CH-410b.1 NOT
DISCLOSED
Discussion of strategy to (1) manage chemicals of concern
and(2)develop alternatives with reduced human and/or
environmentalimpact
RT-CH-410b.2 70
GENETICALLY MODIFIED
ORGANISMS
Percentage of products by revenue that contain genetically
modified organisms (GMOs)
RT- CH-410c.1 NOT
DISCLOSED
MANAGEMENT OF THE
LEGAL & REGULATORY
ENVIRONMENT
Discussion of corporate positions related to government
regulations and/or policy proposals that address environmental
and social factors affecting the industry
RT- CH-530a.1 NOT
DISCLOSED
OPERATIONAL SAFETY,
EMERGENCY
PREPAREDNESS &
RESPONSE
Process Safety Incidents Count (PSIC), Process Safety Total
Incident Rate (PSTIR), and Process Safety Incident Severity
Rate(PSISR)
RT-CH-540a.1 62
Number of transport incidents RT-CH-540a.2 NOT
DISCLOSED
ACTIVITY METRIC Production by reportable segment RT-CH-000.A 53-54
Sustainability Accounting Standards Board (SASB) index
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
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229
Glossary
ACT Advance corporation tax
AGM Annual General Meeting
AIB Association of Issuing Bodies
AP Anti-perspirant
API American Petroleum Institute
ART Annual Report team
AWC Average working capital
Board Board of Directors of Elementis plc
CDM Clean Development Mechanism
CDP Carbon Disclosure Project
CEO Chief Executive Officer
CFO Chief Financial Officer
CGU Cash generating unit
CHRO Chief Human Resources Officer
CO
2
Carbon dioxide
CO
2
eq Carbon dioxide equivalent
Code UK Corporate Governance Code
Company Elementis plc
COSMOS Cosmetic Organic and Natural Standard
COVID Coronavirus pandemic
CP Current Policies
Cr Chromium
CSA Climate scenario analysis
DE&I Diversity, Equity and Inclusion
DEFRA Department for Environment and Rural Affairs
DNED Designated Non-Executive Director
DNZ Divergent Net Zero
DPSC The Data Protection Steering Committee
DSBP Deferred Share Bonus Plan
E&C Ethics & Compliance
EBITDA Earnings before interest, tax, depreciation and
amortisation
ECC Ethics and Compliance Council
ECLs Expected credit losses
EEIO Environmentally Extended Input Output
ELT Executive Leadership team
EMEA Europe, Middle East and Africa
EPS Earnings per share
Eq Equivalent
ERG Employee resource group
ESC Elementis Sustainability Council
ESG Environmental, Social and Governance
ESOS Executive Share Option Scheme
ESOT Employee Share Ownership Trust
EU European Union
EVP Employee Value Proposition
FCA Financial Conduct Authority
FCE Finance Company Exemption
FLAG Food, Land & Agriculture
FRC Financial Reporting Council
FRS Financial Reporting Standards
FTSE Financial Times Stock Exchange
GAAP Generally Accepted Accounting Principles
GDP Gross domestic product
GDPR General Data Protection Regulation
GHG Greenhouse gases
GJ Gigajoule
GO Guarantee of Origin
GRI Global Reporting Initiative
Group Elementis plc and its subsidiaries
H&S Health and safety
HMRC HM Revenue and Customs
HRP Hazard Recognition plus
HSE Health, Safety and Environment
IAS Investment Association Standards
IASB International Accounting Standards Board
ICDA International Chromium Development Association
IFRIC International Financial Reporting
InterpretationsCommittee
IFRS International Financial Reporting Standards
IMA Industrial Mineral Association
IPCC Intergovernmental Panel on Climate Change
Annual Report and Accounts 2022
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230
IRP Incident Response Plan
ISO
International Organisation for Standardisation
IUCN International Union for Conservation of Nature
KPI Key performance indicator
LGBTQ+ Lesbian, gay, bisexual, transgender, and queer
(or questioning)
LCA Life cycle analysis
LTA Lost time accident
LTIP Long term incentive plan
M
3
Cubic metres
M&A Merger and acquisitions
MWh Megawatt per hour
Mondo Mondo Minerals Holdings B.V. and
itssubsidiaries
MT Metric ton
NBO New business opportunities
NED Non-Executive Director
NGFS Network for Greening the Financial Systems
NiSATs Non-ionic associative thickeners
NZ Net Zero 2050
OECD Organisation for Economic Co-operation and
Development
OEM Original Equipment Manufacturer
OSHA Occupational Safety and Health Administration
PBT Profit before tax
PC Personal Care
PHAs Process Hazard Analyses
PPA Power purchase agreement
PPF Pension Protection Fund
PRMB Post retirement medical benefit
PS Performance Specialties
PwC PricewaterhouseCoopers LLP
R&D Research & Development
RCF Revolving credit facility
REACH Registration, Evaluation, Authorisation and
restriction of Chemicals
REC Renewable Energy Certificate
Rights Issue A one to four Rights Issue that was undertaken
by the Company in October 2018
ROCE Return on capital employed
RP Recommended Practice 754
RSPO Roundtable on Sustainable Palm Oil
s.172 Section 172 of the Companies Act 2006
SASB Sustainability Accounting Standards Board
SAYE Save As You Earn
SBT Science Based Target
SBTi Science Based Targets initiative
SDG(s) Sustainable Development Goal(s)
SDS Safety Data Sheet
SID Senior Independent Director
SKUs Stock-keeping units
SRSOS US Savings-Related Share Option Scheme
SummitReheis SRLH Holdings, Inc. and its subsidiaries
SVCH Substances of Very High Concern
SVP Senior Vice President
TCFD Task Force on Climate-related
FinancialDisclosures
TICPI Transparency International Corruption
PerceptionIndex
TMC Trademark Committee
TRIR Total recordable incident rate
TSM Towards Sustainable Mining
TSR Total shareholder return
UFLPA US Uyghur Forced Labor Prevention Act
UK United Kingdom
UN United Nations
UNGC United Nations Global Compact
US United States
VOC Volatile organic compound
WBCSD World Business Council for
SustainableDevelopment
WRI World Resources Institute
y-o-y year-on-year
STRATEGIC REPORT CORPORATE GOVERNANCE
FINANCIAL STATEMENTS SHAREHOLDER INFORMATION
Annual Report and Accounts 2022
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231
Notes
Annual Report and Accounts 2022
Elementis plc
232