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Corporate Governance
Castings P.L.C.
Annual Report for the year ended 31 March 2022
Relations with
shareholders
The company holds meetings from time
to time with institutional shareholders
to discuss the company’s strategy and
financial performance. The board regularly
receives copies of analysts’ and brokers’
briefings. The chairman is available to
meet major shareholders on request to
discuss governance and strategy. The
senior independent director and other
non-executive director are also available to
meet shareholders if requested. The Annual
General Meeting is used to communicate with
private and institutional investors.
Internal control
The board is ultimately responsible for the
group’s system of internal controls, including
internal financial control, and for monitoring its
effectiveness. There is a continuous process
for identifying, evaluating and managing the
significant risks faced by the group which
is regularly reviewed and has been in place
throughout the year under review and up to
the date of approval of the Annual Report and
financial statements. However, such a system
is designed to manage rather than eliminate
the risk of failure to achieve business
objectives and can provide only reasonable
and not absolute assurance against material
misstatement or loss. The review covers
all controls including financial, operational,
compliance and risk management.
The directors confirm they have established
procedures necessary to implement the
internal control guidance for directors such
that they comply with the 2018 UK Corporate
Governance Code for the accounting year
ended on 31 March 2022.
Internal financial control
The directors are responsible for maintaining
the group’s systems of internal financial
control. These controls are designed to both
safeguard the group’s assets and ensure the
reliability of financial information used within
the business and for publication. As with
any such systems, controls can only provide
reasonable and not absolute assurance
against material misstatement or loss.
Internal financial control is operated within a
clearly defined organisational structure with
clear control responsibilities and authorities,
and a practice throughout the group of
regular management and board meetings to
review all aspects of the group’s businesses
including those aspects where there is a
potential risk to the group.
For each business there are regular weekly
and monthly reports, reviewed by boards
and management, which contain both written
reports and management accounts. The
accounts include income statements and
balance sheets for the year under review, year
to date and previous year and are compared
with expected results. A variety of operational
and financial ratios are also produced.
Continual monitoring of the systems of
internal financial control is conducted by all
management. The external auditor, who is
engaged to express an opinion on the group
financial statements, also considers the
systems of internal financial control to the
extent necessary to express that opinion. The
external auditor reports the results of their
work to management, including members of
the board and the audit and risk committee.
The board does not consider there is a need
for an internal audit function due to the size
and non-complexity of the group.
Going concern
The directors have assessed the future
funding requirements of the group and the
company and compared them to the level
of funding available. Details of the cash
position are set out in note 19 to the financial
statements. The group’s objectives, policies
and processes for managing its capital, its
financial risk management objectives, details
of its financial instruments and hedging
activities, and its exposure to credit risk and
liquidity risk are also set out in notes 17 and
19 to the financial statements.
The directors’ assessment of going concern,
and the viability statement on page 18,
included a review of the group’s financial
forecasts and financial instruments for a
three year period. The directors considered
a range of potential scenarios including an
assessment of impacts of COVID-19 on
future demand within the key markets the
group serves and how these may impact
on cash flow. The group and company’s
business activities, together with the factors
likely to affect its future development,
performance and position are set out in
the Strategic Report. The directors also
considered what mitigating actions the
group could take to limit any adverse
consequences.
After making these enquiries, the directors
have a reasonable expectation that the
company and the group have adequate
resources to continue operations for the
foreseeable future. For this reason, they
continue to adopt the going concern basis in
preparing the financial statements.
Summary
The board takes its responsibilities seriously
even though there are a number of areas in
which it does not comply fully with the 2018
UK Corporate Governance Code. It does
not feel that the size or complexity of the
group and the way in which it governs would
be enhanced or strengthened by further
changing the already existing high standards
of corporate governance practised.
For the year ended 31 March 2022 the
company complied with the 2018 UK
Corporate Governance Code other than the
following points:
• Whilst there were three non-executive
directors during the year, two have
served for more than nine years as at 31
March 2022 and one of which was not
independent on appointment. However,
the board recognises the value they bring
to the group.
• The non-executive directors do not have
specified term contracts.
• The finance director also performs the
role of company secretary as there is no
one else within the business qualified to
fulfil the position. The role of company
secretary is not full-time.
These are considered acceptable given the
size of the company and the way in which it
operates.
By order of the board
S. J. Mant
Company Secretary
15 June 2022
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