Plastics Capital complies with the Quoted Companies Alliance's Corporate Governance Code.

Corporate Governance

The Company complies with the Quoted Companies Alliance’s Corporate Governance Code.

The Board meets six times a year and is responsible for formulating, reviewing and approving strategy, budgets, acquisitions, capital expenditure and senior personnel appointments. The executive directors and senior management meet regularly to consider operational matters. The Board comprises of an Executive Chairman, one Executive Director and three Non-Executive Directors. Two of the Non-Executive Directors are independent of the executive management.

Following admission to AIM, the Directors established an audit committee and a nomination committee with formally delegated rules and responsibilities. A remuneration committee has been in place since November 2004. The audit committee, remuneration and nomination committees meets at least once a year.

Audit Committee

The Audit Committee’s primary responsibility is to ensure that the financial performance, position and prospects of the Company are properly monitored and reported on, and for meeting the auditors and reviewing their reports relating to accounts and internal controls. The committee comprises Faisal Rahmatallah, Richard Vessey, Keith Butler-Wheelhouse and Andrew Walker (chairman).

Remuneration Committee

The Remuneration Committee has been in place since November 2004. Its primary responsibility is to review the performance of all directors save for the Non- Executive Directors and set the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of shareholders. The remuneration committee also determines the payment of bonuses to all directors save for the Non-Executive Directors and make recommendations to the trustees of the LTIP regarding share awards to employees. The committee comprises Faisal Rahmatallah, Keith Butler-Wheelhouse (chairman), Andrew Walker and Richard Vessey.

Nomination Committee

The Nomination Committee’s primary responsibility is to consider new or replacement appointments to the Board. The committee comprises Faisal Rahmatallah, Keith Butler-Wheelhouse, Andrew Walker and Richard Vessey (chairman).

In addition, the Company has adopted a dealing code for all Directors and employees in terms no less exacting than the Model Code for Directors’ Dealings as set out in the Listing Rules of the UK Listing Authority and will take all reasonable steps to ensure compliance by the Board and any relevant employees.

Dealing Code

In addition, the Company has adopted a dealing code for all Directors and employees in terms no less exacting than the Model Code for Directors’ Dealings as set out in the Listing Rules of the UK Listing Authority and will take all reasonable steps to ensure compliance by the Board and any applicable employees.

GDPR Policy

1. POLICY
The EU General Data Protection Regulation (GDPR) has the aim of harmonising data protection and processing laws across the European Union and giving individuals stronger rights of access and control of their personal data.
Plastics Capital plc (the Company) will continue to ensure the security and protection of personal data which is held within the Plastics Capital group of companies (the PC Group). Accordingly the Company will comply, and cause each member of the PC Group to comply, with the provisions of GDPR in a manner, which is appropriate and proportionate to the size, type and geography of that member’s business, and in particular it will, and cause each such member to, process and protect personal data in accordance with the responsibilities and principles set out in GDPR.

2. PRINCIPLES
GDPR will apply to all members of the PC Group, as in the course of its business the PC Group will process data relating to individuals, which is personal to those individuals. GDPR describes such data as Personal Data and such individuals as Data Subjects.
In compliance with the provisions of GDPR, each member of the PC Group will accordingly adhere to the following data protection principles:
a) process Personal Data lawfully, fairly and in a transparent manner;
b) collect Personal Data for specified, explicit and legitimate purposes and will not process it in a manner that is incompatible with those purposes;
c) only process Personal Data that is adequate, relevant and limited to what is necessary in relation to the purposes for which the Data has been processed;
d) ensure that Personal Data is accurate and, where necessary, kept up to date;
e) keep Personal Data in a form which permits identification of the Data Subject for no longer than is necessary for the purposes for which the Data has been processed; and
f) retain Personal Data in an appropriately secure manner which will include its protection against unauthorised or unlawful processing and against accidental loss, destruction or damage.

Each member of the PC Group is also committed to ensuring that the rights of the Data Subject about whom Personal Data is held will be fully upheld, including in particular the rights to:
a) know that Data is being processed;
b) access the Data;
c) object to or restrict processing of the Data; and
d) correct, rectify, block or erase any Data, which is wrong.

3. PROCESSING
Each member of the PC Group recognises that Personal Data can only be processed on a lawful basis and accordingly its policy will be to determine such lawful basis before it does so and will document this.

GDPR sets out examples of lawful bases for processing Personal Data and these include in particular where processing:
a) has been consented to by the Data Subject;
b) is necessary for the performance of a contract with the Data Subject or for taking steps to enter into a contract;
c) is necessary for compliance with a legal obligation;
d) is necessary for the purposes of legitimate interests pursued by the controller or a relevant third party, except where the law requires such interests to be overridden by the interests, rights or freedoms of the Data Subject.

4. STORAGE
Each member of the PC Group will consider how long it intends to store information containing Personal Data and determine the criteria for doing so. After expiry of the retention period, unless there is a sound business reason to retain them beyond this period, the records containing Personal Data will be disposed of securely and destroyed effectively.

5. PROTECTION
All employees of each member of the PC Group are required to adhere to this policy and other policies of confidentiality of the Company or the relevant member, together with any instructions which may be given from time to time by the Data Protection Compliance Manager of the relevant member, so that the integrity, confidentiality and security of the Personal Data which that member processes and to which its employees may have access is protected.
Employees are also required to take particular care with regard to protecting special categories of Personal Data and criminal records data.

Each member of the PC Group and its employees must:
a) only access Personal Data that they are permitted to access and only for authorised purposes;
b) not allow any other person (including other staff) to access Personal Data unless the employee knows that they have the appropriate permissions;
c) keep Personal Data secure (for example by complying with rules on access to premises), computer access, password protection, encryption and secure file storage and destruction)
d) not remove Personal Data (including Personal Data in files), or devices containing Personal Data (or which can be used to access it), from the premises of the relevant member unless appropriate security measures are in place (such as encryption or password protection) to secure the information and the device;
e) not store Personal Data on local drives or on personal devices that are used for work purposes.

6. DISCLOSURE
The Company and each other member of the PC Group may be legally required to share Personal Data with other bodies or agencies, such as government or other official bodies, in some of the circumstances set out above and where prior consent may not have been given beforehand by the Data Subject.
Subject to such exceptions and any other relevant provisions of GDPR, Personal Data will not be disclosed to any unauthorised persons or third parties.

7. ADDITIONAL INFORMATION
Policy Operational Date: 25 May 2018
Preparation of Policy: prepared by Nick Ball, Group Finance Director and Data Protection Compliance Leader for the Plastics Capital Group and Data Protection Compliance Manager of the Company.
Approval of Policy: approved respectively by the board of Plastics Capital plc, the ultimate parent company of the Company, and the board of the Company following consultation with the senior management of the Company.

Statement of Compliance with the QCA's Corporate Governance Code

Chairman’s Introduction
We believe that our core values enable day-to-day decisions and activities to be undertaken in the right way for the long-term health of the business.

It is the Board’s job to ensure that Plastics Capital is managed for the long-term benefit of all stakeholders, with effective and efficient decision-making. Corporate governance is an important part of that job, reducing risk and adding value to our business.

Faisal Rahmatallah
Chairman

Changes to corporate governance regime
The Board have adopted the Quoted Companies Alliance (“QCA”) Corporate Governance Code (the “Code”) in line with the London Stock Exchange’s recent changes to the AIM Rules for Companies requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code. Our report sets out in broad terms how we comply at this point in time. We will provide annual updates on our compliance with the Code.

Principle 1: Establish a strategy and business model which promote long-term value for shareholders
The Company is a niche manufacturer of specialist plastic products. Applications for these products vary widely and examples include:
• Packaging for the food manufacturing and distribution – films, sacks and pouches
• Steering columns and instrument control knobs in the automotive industry – plastic ball bearings
• Hydraulic and industrial rubber hose manufacture – various types of plastic mandrel
• cardboard box manufacture – plastic creasing matrices

Plastics Capital’s business model is based on understanding customers’ problems in depth, and then developing and mass producing proprietary, innovative technical solutions for these problems.

In early FY2016 we launched a five-year objective to double EBITDA and thereby deliver increased shareholder value. Within the five-year plan, we have a number of strategic initiatives that are monitored and reviewed every six months by the Board. As we move forward some initiatives are completed, some evolve into new areas while others are brought forward, approved and incorporated into our strategy. Our goal is to manage our businesses dynamically towards achieving our long- term objectives and not to fall into the trap of rigidly managing to a strategic plan.

There are challenges to any set of initiatives. Many involve the development of new products and markets and inevitably involve technological uncertainties that cannot be managed with any precision. Even those initiatives that have less uncertainty such as adding manufacturing capacity are not fully in our control. Overlaid on these business issues are macroeconomic factors that can affect progress and results. Much of our revenue is derived from overseas markets and so we are exposed to exchange rate movements which we can control through hedging in the short term but not over a five-year time frame.

Principle 2: Seek to understand and meet shareholder needs and expectations
The Company remains committed to listening and communicating openly with its shareholders to ensure that its strategy, business model and performance are clearly understood. Understanding what analysts and investors think about us, and in turn, helping these audiences understand our business, is a key part of driving our business forward and we actively seek dialogue with the market. We do so via investor roadshows, presenting at investor meetings and our regular reporting.

Private shareholders
The AGM is the main forum for dialogue with private shareholders and the Board. The Notice of Meeting is sent to shareholders at least 21 days before the meeting. The Executive Directors attend the AGM and are available to answer questions raised by shareholders. For each vote, the number of proxy votes received for, against and withheld is announced at the meeting. The results of the AGM are subsequently published on the Company’s corporate website.

Institutional shareholders
The Directors actively seek to build a relationship with institutional shareholders. Shareholder relations are managed primarily by the Chairman and Group Finance Director. The Chairman and Group Finance Director make presentations to institutional shareholders and analysts each year immediately following the release of the full-year and half-year results.

The Board as a whole is kept informed of the views and concerns of major shareholders by briefings from the Chairman and Group Finance Director. Any significant investment reports from analysts are also circulated to the Board. The Non-Executive Chairman and Senior Independent Director are available to meet with shareholders if required to discuss issues of importance to them.
To request any meetings please contact: enquiries@plasticscapital.com

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success.
Feedback from all Stakeholders
Our business relies on many stakeholders other than shareholders, specifically our employees, customers, suppliers and neighbouring communities. We seek regular feedback from all these stakeholders to understand how we can improve our activity on a range of matters such as service, quality, working conditions, compensation, health & safety and environmental sustainability. Some of this feedback is obtained formally through interviews, surveys, inspections and audits; however, much is also received informally. Much effort goes into making sure that management make this information fully available to the Board so that we are aware of how we are performing in the eyes of all our stakeholders.

Continuous Improvement
We continuously implement improvement actions that address these matters for the long term seeking to balance priorities as the Board considers appropriate. Realising a sound balance between these priorities is a key judgement that the Board needs to achieve, but also the Board needs to ensure that these judgements are made coherently throughout the organisation.

Making it happen
Our core values guide us in these matters – they include the following statements quoted verbatim:
• We strive for win-win with all stakeholders
o Success is win-win; win-lose is unsustainable
o We act by looking through all our counterparties’ eyes: customers, suppliers, employees and shareholders

• We rely on open communication and constructive challenge
o We have the courage to be vulnerable with each other and share information openly
o We share information and lessons so we can learn, make decisions and grow together
o We expose ourselves to challenge in order to learn and improve

• We feel and act like long term owners
o We don’t cut corners, we always try to consider the consequences of our actions
o We are prepared to take pain short term in order to achieve our long term goals
o We save money where we can; owners ‘turn the lights off’
o We look after all of our assets, particularly our reputation

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
Audit, risk and internal control
The Board has ultimate responsibility for the Group’s system of internal controls and for reviewing its effectiveness. However, any such system of internal controls can only provide reasonable, but not absolute, assurance against material misstatement or loss.

The Board considers that the internal controls in place are appropriate for the size, complexity and risk profile of the Group. The Group operates a risk assessment and monitoring process with regular updates provided to the Board and the Audit Committee.

Financial controls
The Company has an established framework of internal financial controls, the effectiveness of which is regularly reviewed by the Executive Management, the Audit Committee and the Board in light of an ongoing assessment of significant risks facing the Company.

– The Board is responsible for reviewing and approving overall Group strategy, approving revenue and capital budgets and plans, and for determining the financial structure of the Group including treasury, tax and dividend policy. Monthly results and variances from plans and forecasts are reported to the Board.

– The Audit Committee assists the Board in discharging its duties regarding the financial statements, accounting policies and the maintenance of proper internal business, and operational and financial controls, including the review of results of work performed by the Group controls function.

– There are detailed procedures for budgeting and planning, for monitoring and reporting to the Board business performance against those budgets and plans, and for forecasting expected performance over the remainder of the financial period. These cover profits, cash flows, capital expenditure and balance sheets. Monthly results are reported against budget and compared with the prior year, and forecasts for the current financial year are regularly revised in light of actual performance.

– The Company has a consistent system of prior appraisal for investments, overseen by the Group Finance Director and Chairman, with defined financial controls and procedures with which each business area is required to comply in order to be granted investment funds for development.

Non-financial controls
The Board has ultimate responsibility for the Group’s system of internal control and for reviewing its effectiveness. However, any such system of internal control can provide only reasonable, but not absolute, assurance against material misstatement or loss. The Board considers that the internal controls in place are appropriate for the size, complexity and risk profile of the Group. The principal elements of the Group’s internal control system include:

– Close management of the day-to-day activities of the Group by the Executive Directors

– An organisational structure with defined levels of responsibility, which promotes entrepreneurial decision-making and rapid implementation while minimising risks

– A comprehensive annual budgeting process producing a detailed integrated profit and loss, balance sheet and cash flow, which is approved by the Board

– Detailed monthly reporting of performance against budget

– Central control over key areas such as capital expenditure authorisation and banking facilities

– A Group General Counsel to ensure legal risk is properly managed and legal rigour is enforced in all our business negotiations.

As part of the Group’s review a number of non-financial controls covering areas such as regulatory compliance, business integrity, health and safety, risk management, business continuity and corporate social responsibility (including environmental concerns) have been assessed. The key elements of those non-financial controls are set out below.

Standards and policies
The Board is committed to maintaining appropriate standards for all the Company’s business activities and ensuring that these standards are set out in written policies. Key examples of such standards and policies include the ‘Employee Code of Conduct’. All policies are underpinned by our core values. Senior managers are responsible for the implementation of these procedures and compliance is monitored.

Approval process
All material contracts are required to be reviewed and signed by a senior Director of the Company and reviewed by our General Counsel.

Re-assessment
The Company has a Business Risk Register with business continuity plans to address key risks that have an immediate impact. Risks facing the business are re-assessed, and potential mitigating actions are considered and implemented to help protect against those risks. Each Business Unit has a monthly checklist that reviews key KPIs and other business measures to ensure alignment to the plan.

Code of Conduct
Our Code of Conduct includes guidance on anything that could get our employees into trouble, (including business integrity, anti-bribery, gifts, intellectual property and design rights) they are sent to everyone in the Group. Every year senior managers and above declare compliance to this code.

Legal controls
The Group has a General Counsel in place who advises all of our subsidiaries.

Principle 5: Maintaining the Board as a well-functioning, balanced team led by the Chair
The Board comprises two executive directors, the Chairman (Faisal Rahmatallah), the Group Finance Director (Nicholas Ball) and three Non-Executive Directors (Richard Vessey, Andrew Walker and Keith Butler-Wheelhouse).

There is no Chief Executive as each of the four companies within the Group has a Chief Executive and so it is considered unnecessary to have one at Group level. The Chairman therefore carries out duties of shareholder communication at PLC level and such other responsibilities that a Chief Executive may carry out in a larger company where the role would need to be split.

Two of the Non-Executive Directors cannot strictly be seen as independent having served for more than ten years. However, we consider both more than capable of providing objective and insightful analysis of our businesses, in fact aided by the fact that they have served for a long time and so see patterns that would pass others by.

The Board is therefore satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Company and the areas in which it operates on the other, to enable it to discharge its duties and responsibilities effectively. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational. As stated above one of “our core values is “open communication and constructive challenge”.

During the year six Board meetings took place – these were held at Plastics Capital’s head office and also at one subsidiary company. The Board generally visits at least one subsidiary each year. In addition, the Board attend our annual conference held over 2 days. The total time devoted annually to the company by the Non-Executive Directors is estimated to be 15 days.

Key Board activities this year included: review, amendment (as necessary) and approval of strategic plans, annual budget, capital expenditure requests, dividend policy, talent assessments, succession planning, significant contracts, acquisition opportunities, banking terms, key insurance matters, litigation, risk register. The Board delegated to the Remuneration committee the following: pay awards, salary increases and bonuses for senior staff. The Board delegated to the Audit committee all matters relating to our audit.

Directors’ conflict of interest
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where appropriate, agreed with the rest of the Board.

Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience, including in the areas of manufacturing, engineering and, international trade. All Directors receive regular and timely information on the Group’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings. The business reports monthly on its headline performance against its agreed budget, and the Board reviews the monthly update on performance and any significant variances are reviewed at each meeting. Contracts are available for inspection at the Company’s registered office and at the Annual General Meeting (“AGM”).

All Directors retire by rotation at regular intervals in accordance with the Company’s Articles of Association.

We also believe that the Director have the relevant experience and skills as evidenced by their biographies:
Faisal Rahmatallah (Chairman) – Faisal is a founder shareholder of Plastics Capital and Director of the Company. He has worked for and with manufacturing companies for over 20 of the last 30 years. He spent 7 years working in private equity with Capricorn Ventures International and prior to that was a partner at Deloitte & Touche, and was a managing director of a specialist consulting subsidiary of Deloitte & Touche. He is a graduate of Oxford University and has an MBA from Harvard Business School. Faisal was also chairman of Broker Network Holdings plc, an AIM listed company.

Nicholas Ball (Group Finance Director) – Nicholas, who is the Group Finance Director, joined Plastics Capital in October 2005. Previously he spent 10 years working at Deloitte & Touche, initially in audit and then in corporate finance, where he worked principally on financial due diligence for manufacturing businesses and lead advisory work for the private equity industry. He also worked at the Bank of Nova Scotia in leveraged finance and is an ACA accountant.

Richard Vessey (Non-Executive Director) – Richard is a founder shareholder of Plastics Capital and a non-executive Director of the Company and has been involved with manufacturing and selling plastics related products for over 40 years. During that time he worked for Wavin and Birmid Qualcast, before establishing Bell Plastics. Since then he has successfully co-founded two other start-ups and is currently an active investor in early-stage technology companies. He has a First-Class degree in Engineering from Imperial College London and has an MBA with Distinction from Harvard Business School.

Andrew Walker (Non-Executive Director) – Andrew joined the Company as a non-executive Director in December 2007. Andrew has extensive experience of executive roles in a number of large multinational businesses and he has sat on the board of a number of public companies. He was Group Chief Executive of McKechnie plc for four and a half years until 2001 and prior to that he was the Group Chief Executive of South Wales Electricity plc. From 2001 to date, Andrew has devoted his time to non-executive roles at, amongst others, Ultra Electronic Holdings plc, Halma plc, Porvair plc and API Group plc. He has a degree in Engineering from Cambridge University.

Keith Butler-Wheelhouse (Non-Executive Director) – Keith joined the Company as a non-executive Director in January 2011. Keith has extensive experience of executive roles in a number of large multinational businesses. He was Group Chief Executive of Smiths Group plc for twelve years until 2008 and prior to that he was the CEO of Saab Automobile (Sweden) for four years to 1996 and CEO of Delta Motor Corporation (South Africa) for six years to 1992. Since 1992, Keith has also had a number of non-executive roles at, amongst others, General Motors Europe, Delta Motor Corporation, Atlas Copco AB and Sainsbury’s plc. He is currently the Non-Executive Chairman of Chamberlin plc, a specialist castings and engineering group.

Appointment, removal and re-election of Directors
The Board makes decisions regarding the appointment and removal of Directors, and there is a formal, rigorous and transparent procedure for appointments. The Company’s Articles of Association require that one-third of the Directors must stand for re-election by shareholders annually in rotation; that all Directors must stand for re-election at least once every three years; and that any new Directors appointed during the year must stand for election at the AGM immediately following their appointment.

All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. In addition, the Directors have direct access to the advice and services of the Company Secretary and Group Finance Director.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Non-Executive Directors of the Board are evaluated by the Chairman based on their contribution at Board meetings and other interactions during the year. This an ongoing subjective process with the results reflecting the insights and experiences each Non-Executive Director brings to the boardroom table and which constructively challenge and develop the Board’s collective thinking and decision-making process. Key criteria against which each is assessed are therefore: insightfulness, experience, constructive challenge and learning.

Principle 8: Promote a culture that is based on ethical values and behaviours
We consider ethical behaviour to be a prerequisite to the type of behaviour we expect in our organisation – so obvious that it does not need explicit articulation. We have however spent some considerable time across the Group endeavouring to articulate the “core values” of Plastics Capital. This started with the entire senior management team of some 40 people and has now extended through the entire organisation. We believe these values which are already held strongly throughout the organisation will enable day-to-day decisions and activities to be undertaken in the right way for the long-term health of the business and its stakeholders as we continue to grow. They are set out fully below:
Plastics Capital Core Values Statement
We start with the customer and work backwards
o We anticipate their need and drive ourselves to respond accordingly
o We think of our customers’ problems as our problems

We know that innovation is our life blood
o We differentiate ourselves and create value through innovation

• We strive for win-win with all stakeholders
o Success is win-win; win-lose is unsustainable
o We act by looking through all our counterparties’ eyes: customers, suppliers, employees and shareholders

• We feel and act like long-term owners
o We don’t cut corners, we always try to consider the consequences of our actions
o We are prepared to take pain in the short term to achieve our long-term goals
o We save money where we can; owners “turn the lights off”
o We look after all our assets, particularly our reputation

• We rely on open communication and constructive challenge
o We have the courage to be vulnerable with each other and share information openly
o We share information and lessons so that we can learn, make decisions and grow together
o We expose ourselves to challenges in order to learn and improve

• We lead by giving our teams the space to operate and the support to deliver
o We promote providing the freedom needed in order for us all to achieve our objectives
o We empower our teams to deliver by providing the resources needed

• We under that failure and improvement go together as long as grit is sandwiched in-between
o Failure is not trying or trying and not learning
o The only way to improve systematically is to try, fail and improve
o Emotional resilience and objective analysis drive this loop
o We welcome improvement when there is a more effective way

• We encourage collaboration, good humour and a positive mind-set at all times
o We can achieve more together than individually
o We are unscripted and can laugh at ourselves
o We believe that a positive mind-set is a pre-requisite for success

• We are all Plastics Capital
o We hold these values across our Group, even if we may express them in different ways

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
Board programme
The Board meets at least six times each year in accordance with its scheduled meeting calendar.

The Board sets direction for the Company through a formal schedule of matters reserved for its decision.

Prior to the start of each financial year, a schedule of dates for that year’s six Board meetings is compiled to align as far as reasonably practicable with the Company’s financial calendar on the one hand, and its trading calendar on the other, while also ensuring an appropriate spread of meetings across the financial year. This may be supplemented by additional meetings as and when required. The Board and its Committees receive appropriate and timely information prior to each meeting; a formal agenda is produced for each meeting, and Board and Committee papers are distributed several days before meetings take place. Any Director may challenge Company proposals and decisions are taken democratically after discussion. Any Director who feels that any concern remains unresolved after discussion may ask for that concern to be noted in the minutes of the meeting, which are then circulated to all Directors. Any specific actions arising from such meetings are agreed by the Board or relevant Committee and then followed up by the Company’s management.

Role of the Board
The Board is responsible for the long-term success of the Company. There is a formal schedule of matters reserved to the Board. It is responsible for overall Group strategy; approval of major investments (whether Capex or Acquisitions); approval of the annual and interim results; annual budgets; dividend policy; and Board structure. It monitors the exposure to key business risks and reviews the strategic direction of all trading subsidiaries, their annual budgets and their performance in relation to those budgets.

All Directors receive regular and timely information on the Group’s operational and financial performance.
Relevant information is circulated to the Directors in advance of meetings. The business reports monthly on its headline performance against its agreed budget, and the Board reviews the monthly update on performance and any significant variances are reviewed at each meeting. Senior executives below Board level attend Board meetings where appropriate to present business updates. Board meetings throughout the year are held at the Company’s head office and also various subsidiary locations giving, in particular the Non-Executive Directors, access to the different businesses to gain a greater understanding of the Group’s activities.

Executive Team
The Executive Team consists of Faisal Rahmatallah and Nicholas Ball with input from the subsidiary directors and teams. They are responsible for formulation of the proposed strategic focus for submission to the Board, the day-to-day management of the Group’s businesses and its overall trading, operational and financial performance in fulfilment of that strategy, as well as plans and budgets approved by the Board of Directors. It also manages and oversees key risks, management development and corporate responsibility programmes. The Chairman reports to the plc Board on issues, progress and recommendations for change. The controls applied by the Executive Team to financial and non-financial matters are set out earlier in this document, and the effectiveness of these controls is regularly reported to the Audit Committee and the Board.

Board committees
The Board is supported by the Audit, Remuneration and Nomination committees. Each committee has access to such resources, information and advice as it deems necessary, at the cost of the Company, to enable the committee to discharge its duties. The terms of reference of each committee are available at www.plasticscapital.com.

The Board is committed to a process of continuous improvement in its governance approach and aims to enhance and develop compliance with best practice.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-year announcements, the Annual General Meeting (AGM) and one-to-one meetings with large existing or potential new shareholders. A range of corporate information (including all Company announcements, presentations and Reports & Accounts) is also available to shareholders, investors and the public on the Company’s corporate website, www.plasticscapital.com

The Board receives regular updates on the views of shareholders through briefings and reports from Investor Relations, the Chairman, Group Finance Director and the Company’s brokers. The Company communicates with institutional investors frequently through briefings with management. In addition, analysts’ notes and brokers’ briefings are reviewed to achieve a wide understanding of investors’ views.

It is our intention to publish the results of all votes in the future. At present we publish all notices of AGMs (back to 2008 – the year that we listed) on our website and these can be found at https://www.plasticscapital.com/investor-relations/shareholder-documents/