Urenco’s Board manages overall control of the organisation’s affairs and is responsible to the shareholders for key policies and strategic direction. The Board meets regularly to consider matters specifically reserved for its decision.
Together with external advisers as appropriate, the Board considers in further detail issues of particular complexity through regular meetings of the Audit Committee, Sustainability Committee, Remuneration and Appointments Committee and, where required, special working groups.
We place great importance on our Code of Conduct, which contains ethical standards to serve the needs of our workforce, customers, suppliers, communities and other key stakeholders. This is accompanied by a complementary Code of Conduct for our suppliers and a Speak-Out procedure to address any actions which may be illegal, in breach of regulations or the Code of Conduct, or place people or the company at risk.
One third of Urenco’s shares are ultimately held 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 the 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 Urenco’s shareholder agreements and constitutional documents. The role of the governments who supervise Urenco from the non-proliferation perspective is set out in the Treaty of Almelo.
Since then, the Treaty of Washington and the Treaty of Cardiff have also been signed 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 and France.
You can read more about the treaties below.
Urenco 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 effectively supervising 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 the International Atomic Energy Agency and the European Atomic Energy Community, classification arrangements and security procedures, exports of the technology and enriched uranium product, and other non-proliferation issues. The Joint Committee also considers issues connected with 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 of the joint venture with Orano regarding Urenco’s technology business Enrichment Technology Company (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 and this was granted on 1 July 2006. The terms of the clearance require certain commitments from Urenco 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 Urenco and Orano by virtue of their being joint shareholders of ETC.
Section 172 of the Companies Act 2006 requires a director of a company to act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. In doing this, Section 172 requires a director to have regard, amongst other matters, to the:
In discharging our Section 172 duties we have regard to the matters set out above.
We also have regard to other factors which we consider relevant to the decision being made. Those factors, for example, include the interests and views of our pensioners and our relationship with governments, regulators and non-governmental organisations. We acknowledge that every decision we make will not necessarily result in a positive outcome for all of our stakeholders. By considering the Company’s purpose, vision and values together with its strategic priorities and having a process in place for decisionmaking, we do, however, aim to make sure that our decisions are consistent.
Urenco Limited’s Section 172 Statement is included in our Group Annual Report in the Corporate Governance Report section (pages 62-63).
Urenco UK Limited and Urenco Enrichment Company Limited, subsidiaries of Urenco Limited, have produced their own Section 172 Statements, which are available below: