Urenco Annual Report 2022

64 Urenco Annual report and accounts 2022 We set out below some examples of how the directors have had regard to the matters contained in Section 172(1)(a) to (f) of the Companies Act 2006 when discharging their Section 172 duty and the effect of that on certain of the decisions taken by them. Dividend : Each year we make an assessment of the strength of the Company’s balance sheet and future prospects relative to market uncertainties and make decisions about the payment of dividends. For the 2022 financial year, we declared and paid an interim dividend of €150 million and recommended a final ordinary dividend of €150 million, a total of €300 million. In making our decision we considered a range of factors. These included the long-term viability of the Company, its expected cash flow and financing requirements, the ongoing need for strategic investment in our business and the expectations of our shareholders as the supplier of long-term equity capital to the Company. This is done through the consideration and discussion of reports which are distributed to our Directors in advance of each Board meeting and through presentations to the Board. Social investment : During 2022, the Board considered and approved a proposal to increase the annual social investment budget for 2023. In making its decision the Board had regard to key stakeholder groups including local communities in the surrounding area of each site. For further information on social impact activities during the year, please see page 26 (Our Strategy: priority focus areas - Sustainability) Annual strategic risk review : On an annual basis the Board carries out a review of the Company’s key strategic risks and uncertainties. In performing this review the Board seeks the opinions of, and takes into consideration, the inputs of a broad range of Urenco stakeholders. This included the consideration of the outputs of individual strategic risk assessments, performed at each of our enrichment facilities, and based on the collective view of our site management teams; insight and views of the Urenco Executive Committee regarding its oversight of site specific, functional and corporate strategic risks; and outputs of one-to-one meetings, held between the Head of Risk and Internal Audit and individual Board members and senior management. As part of this review the Board, and its Committees, also considered specific advice and insight regarding key issues, risks and uncertainties received from subject matter experts over the course of the year. The Board also sought specific details from key business partners and stakeholders regarding the details of key mitigations and controls implemented in order to adequately mitigate and manage risks and uncertainties. Net zero roadmap : In May 2022, the Board approved the roadmap to achieving net zero carbon emissions by 2040. In making its decision, the Board had regard to all factors under Section 172(1), in particular the long-term success of the Company and impact of the Company’s operations on the community and environment. For further information on our sustainability strategy, please see page 26 (Our Strategy: priority focus areas - Sustainability). Code of Conduct : In 2022, the Board reviewed and approved a revised Code of Conduct for the Group which sets the Company’s values and standards with the aim of ensuring that obligations to all key stakeholders are understood and met. The Code of Conduct can be found on the Urenco website at www.urenco.com . Board meetings The Board meets regularly throughout the year in order to effectively discharge its duties. During 2022, the Board met five times 1 . Each year, the Board plans to hold one meeting at a Urenco enrichment facility. In 2022, as outlined in the case study below, that meeting was held at UUSA. Board meetings attendance Number of meetings in 2022 Meetings attended Alan Bevan 5 3 Stephen Billingham 5 5 Michael Harrison 5 4 Mel Kroon 5 5 Miriam Maes 5 5 Justin Manson 5 5 Boris Schucht 5 5 Ralf ter Haar 5 5 Frank Weigand 5 5 Board Committees The Board has three committees: the Audit Committee, the Sustainability Committee and the Remuneration and Appointments Committee. More detail of the work of these Committees is contained later in this report. Each Committee reports formally to the Board after each meeting. Accountability and audit The Board has overall responsibility for internal controls, including risk management, and approves appropriate policies regarding Group objectives. The Executive Directors are responsible for identifying, evaluating and managing both financial and non-financial risk, and implementing and maintaining control systems in accordance with Board policies. The Group’s core targets and objectives are set out in the business plan and budget, which are approved annually by the Board. Management reports for the Group are prepared on a monthly basis and distributed to the Board periodically. The plans and reports cover both revenue and expenditure (including capital) and financing. On an annual basis the Board reviews the Group Risk Register. The types of risks identified in the 2022 review included strategic, material operational and compliance risks, and are detailed on pages 44 to 49. The Board is also responsible for the Group’s system of internal controls and for reviewing its effectiveness. This system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss. In practice, the Board delegates to the Audit Committee responsibility for reviewing and examining the effectiveness of the Company’s internal controls and risk management systems. 1 Inadditiontothefivescheduledmeetings,oneadhocmeetingwasarrangedtodiscussspecific items. Governance Corporate Governance continued Governance 02