Afton UK s. 172 statements
Section 172(1) statement for Afton Chemical Limited, 31 December 2020
The board of directors of Afton Chemical Limited consider, both individually and collectively, that they have acted in a way that they consider to be in good faith, which promotes the success of the company for the benefit of its members as a whole, having regard to the stakeholders and matters sets out in the Companies Act 2006 s. 172 (1) (a-f), in decisions taken during the 2020 financial year. The board adhere to their duties under s. 172 along with their other duties under the Companies Act 2006, including in exercising independent judgment (s. 173). In November 2019 the directors received training from external counsel which included reminding them of their duties and put the board in a position where it could purposefully apply their duties throughout the 2020 financial year. The company also adopted new Articles of Association in July 2020 to align more closely with the Companies Act 2006, including those duties under s. 172.
The board comprises of four directors, with a complementary range of expertise which covers commercial, marketing, financial, sales and industry experience between them. The board includes the EMEAI Vice President & Managing Director; and the EMEAI Finance Director, who chairs meetings of the board, which take place, at a minimum, on a biannual basis and are convened in the interim where necessary. The board considers that its size and composition is appropriate to its core function in setting overall strategy and overseeing its activities.
In all decisions it makes, the board’s intention is to behave responsibly and ensure that management continues to operate to the highest standards of business conduct and good governance. The board has sought, in all decisions made, to behave responsibly towards and consider the impact on all stakeholders, including shareholders and employees, so they may continue to benefit from sustained and long-term growth and success. During the year the Directors dynamically reacted to the COVID pandemic as detailed in the business review, and closely monitored the positive cash flows and forward looking forecasts which supported dividend declarations of £60m GBP while maintaining liquidity and the going concern of the entity. The Directors decided to incorporate a subsidiary in Morocco to assist with marketing in the North Africa region.
Afton Chemical Limited is part of the NewMarket Group, an organisation which follows a developed and formalised governance and oversight framework. This includes but is not limited to group policies and the NewMarket Code of Conduct, which sets out the organisation’s responsibilities to shareholders, customers, employees, business partners and society at large. This organisation structure is designed to achieve the organisation’s overall business objectives, whilst respecting the separate legal identity of the individual legal entities, including Afton Chemical Limited, which is preserved through the board maintaining its independence.
Afton Chemical Limited is committed to the environment and safety excellence which applies to every employee, contractor, and visitor every day, on site. Safety and environmental responsibility are a way of life at Afton Chemical Limited – enhancing operations and the relationships we maintain with employees, customers, supply chain partners, and in the community. Afton Chemical Limited’s objective is to establish a culture where its employees understand that good environmental and safety performance is good business; and understand that environmental compliance and safety are their personal responsibility. Every employee at Afton Chemical Limited is responsible for ensuring that high standards are observed in the area of health, safety (including process safety), and that environmental protection, and security are upheld at all times.
The Global Responsible Care Policy Statement includes a commitment to conduct operations in a manner that protects employees and the community and ensures that Afton Chemical Limited complies with all applicable laws and regulations, whilst seeking to reduce its impact upon the environment. Additionally, in pursuit of the vision of zero incidents, Afton Chemical Limited works with its employees and other key stakeholders to establish appropriate goals, objectives and targets.
The organisation’s Responsible Care® management systems are certified by an independent third-party auditing process. Additionally, Afton Chemical Limited’s Bracknell facility is certified to the ISO 14001 environmental standard.
As a company specialising in chemicals, Afton Chemical Limited develops and manufactures highly formulated lubricant and fuel additive packages and markets and sells these products worldwide. Lubricant and fuel additives are necessary products for efficient and reliable operation of vehicles and machinery. From custom-formulated additive packages to market-general additives, Afton Chemical Limited provides customers with products and solutions that make engines run smoother, machines last longer, and fuels burn cleaner.
Through an open, flexible, and collaborative style, Afton Chemical Limited works closely with its customers to understand their business and help them to meet their goals. This approach has allowed the company to develop long-term relationships with its customers throughout the EMEAI region.
Afton Chemical Limited’s employees are fundamental to the delivery of its range of products. Afton Chemical Limited is a responsible employer, including in its approach to pay, benefits, health and safety, and the well-being of its employees. Afton Chemical Limited regularly updates all of its employees on the performance of the business, in particular against corporate goals and objectives as well as sharing new plans and developments, which is followed by a Q&A session.
The factors set out in s. 172 of the Companies Act will continue to be key to all decisions taken by the Board of Directors of Afton Chemical Limited in the year to come.
On behalf of the Board
25 August 2021
Section 172(1) statement for Afton Chemical UK Holdings Limited, 31 December 2020
The following disclosures describes how the directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006.
Due to the non-trading nature of the company’s activities, only a limited number of board meetings were held in the year. Principal decision made in the year were primarily to approve the payment of dividends to the company’s immediate parent company and to approve the repayment of the £34m bond to the immediate parent company.
The directors are reminded of their duties under Section 172 at the start of each board meeting. This is discharged by ensuring the relevant compliance of Section 172 in the downstream investment in the trading entities by the Directors of those entities, where relevant and applicable . The Company does not have any suppliers, customers or employees.
On behalf of the Board
25 August 2021