Urenco Annual Report 2022

65 Urenco Annual report and accounts 2022 Additional background information Shareholding structure The Company’s shares are ultimately held one-third by the UK government (through Enrichment Investments Limited), one-third by the Dutch government (through Ultra-Centrifuge Nederland N.V.) and one-third by two German utilities (through a holding company, Uranit UK Limited; shares in its German holding company are indirectly held 50 % by E.ON S.E. and 50 % by RWE AG). The role of the shareholders and the Board is defined in the Company’s shareholder agreements and constitutional documents. The role of the governments who supervise the Company from the non-proliferation perspective is set out in the Treaty of Almelo. History and wider governance issues The Company was founded in 1970 following the signing of the Treaty of Almelo by the governments of Germany, the Netherlands and the UK. It was incorporated as an English private limited liability company on 31 August 1971. The Treaty of Almelo establishes the fundamental principles for supervising effectively Urenco’s technology and enrichment operations with respect to non-proliferation. A Joint Committee of representatives of the governments of the signatory countries exercises this supervisory role but has no role in Urenco’s day-to-day operations. The Joint Committee considers all questions concerning the safeguards system (as established by IAEA and Euratom), classification arrangements and security procedures, exports of the technology and EUP, and other non-proliferation issues. The Joint Committee also considers issues connected with any potential changes in Urenco’s ownership and transfers of technology. Urenco’s Executive management periodically meets with the Joint Committee. Before the construction of Urenco’s enrichment facility in the USA and in order to permit the transfer into the USA of classified information regarding Urenco’s proposed new facility, the US government entered into a new intergovernmental treaty (the Treaty of Washington) with the governments of Germany, the Netherlands and the UK to ensure that the same conditions that had been agreed in the Treaty of Almelo would also apply in the USA. The Treaty of Washington was signed on 24 July 1992. In order to permit the completion (in 2006) of the joint venture with Orano regarding the Group’s technology business ETC, France needed to adhere to the principles of the Treaty of Almelo. A new treaty (the Treaty of Cardiff) was signed on 12 July 2005 by the governments of Germany, the Netherlands, the UK and France. European Commission competition clearance was also required to complete the transaction. This was granted on 1 July 2006. The terms of the clearance require certain commitments from the Company and Orano to ensure that they remain competitors in the field of enrichment and that no commercially sensitive information about their enrichment operations passes between the Company and Orano by virtue of their being joint shareholders of ETC. Case study Board visit to UUSA In October 2022, the Board visited the UUSAsite in Eunice, NewMexico. During the visit, the Board took a walking site tour of the UUSA facilitywith special planneddetours tohighlight locations formany of the upcoming strategic projects.The secondhalf of the tour was around the perimeter of the site for the purpose of showcasing areas for potential expansion and development. While at UUSA, the Board initiated important conversations with every department on the topics of equipment reliability, safety, employee engagement and advanced fuels.They attended roundtable discussions with affinity groupmembers fromWomen in Nuclear and the Society for Hispanic Professional Engineers as well as resident Inclusion &Diversity and Culture Champions to discuss the ways UUSA is supporting Urenco’s inclusion and diversity, safety, people, and sustainability initiatives. In addition, UUSAorganizeda luncheon for female leaders atUUSAand invited the Board to engage in conversations about the site’s focus on supporting, recruiting, hiring, and promoting females at UUSA. On the final day, the Board were invited to the newCareer Technology and Education Center of Hobbs tomeet tomeet with key city officials and executives of non-profit organisations in the local community.Eachorganisationwasgivena fewminutes to talk to the Board about the impact UUSAand Urenco’s social impact donations havemade to their programmes. Governance Corporate Governance continued Governance 02