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Tor Coatings Limited registered office address:
Computershare Governance Services The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS13 8FD
Directors’ statement of compliance with duty to promote the success of the company.
The revised UK Corporate Governance Code was published in July 2018 and applies to accounting periods beginning on or after January 1, 2019.
The Companies (Miscellaneous Reporting) Regulations 2018 require Directors to explain how they considered the interests of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the Companies Act 2006 (‘S172’) when performing their duty to promote the success of the Company under S172.
This S172 statement, explains how the Directors: a) have engaged with employees, suppliers, customers, and others; and b) have had regard to employee interests, the need to foster the Company’s business relationships with suppliers, customers and others, and the effect of that, on the principal decisions taken by the Company during the financial year.
The S172 statement focuses on matters of strategic importance to the Company, and the level of information disclosed is consistent with the size and the complexity of the business.
The Board has a framework for determining the matters within its remit and certain financial and strategic thresholds have been determined to identify matters requiring Board consideration and approval. When making decisions, each Director ensures that he/she acts in the way he/she considers, in good faith and that would most likely promote the Company’s success for the benefit of its shareholders, and in doing so have regard (among other matters) to:
S172(1) (A) “The likely consequences of any decision in the long term”
The Company is part of RPM International Inc. (“RPM”) group of companies, which is a global group of companies, the ultimate parent of which is listed on the New York Stock Exchange, and all of the Company’s shares are held internally within the RPM group. The Company has adopted the RPM Code of Conduct, The Values and Expectations of 168, which encourages the RPM core principles of integrity, commitment, responsible entrepreneurship and moral courage are the cornerstone for each decision made in the short or long term. The Directors understand the business and the evolving environment in which it operates, including the related risks and challenges. Based on the Company’s purpose to be a leading manufacturer of paint products, the strategy set by the Board includes continued strengthening of the Company’s position as a leading supplier of paint products, while keeping the core principles, safety and social responsibility fundamental to day-to-day business operations.
The Directors recognise that employees are fundamental and instrumental to the success of the business which is dependent on attracting, retaining, and motivating a diverse group of talented and qualified employees. With the intent of ensuring that it remains a responsible employer (including with respect to pay, benefits, health and safety and the workplace environment), the Directors factor the implications of decisions on employees where relevant and feasible. Employee engagement, organisational culture and attracting and retaining talent is key to the business, as is compliance with applicable employment legislation. Employee satisfaction is measured through employee surveys, the results of which are reviewed in detail and appropriately addressed when required. A one to one/appraisal program is also part of the Company’s culture. The company also holds regular meetings with specific departments to ensure that key business decisions are communicated effectively.
The company respects human rights and employment law without exception. The board of directors’ respects human rights in strict accordance with the European Convention on Human Rights (ECHR). We reject all forms of forced or compulsory labour. Equally, we are opposed to all forms of child labour.
The company promotes equal opportunities and equal treatment of employees, rejecting all forms of discrimination on any ground whatsoever, e.g. race, ethnic origin, gender, religion, political or other opinion, disability, age or sexual identity. The company recruits and promotes employees solely on the basis of professional qualifications and performance.
Greater emphasis has been placed on employee welfare and in September 2020 the Board rolled out a cash-plan health scheme to all permanent employees which continues to be is fully subsidised by the Company.
Deploying the Company’s strategy requires strong and mutually beneficial relationships with suppliers and customers. The Company seeks the promotion and application of sound corporate governance principles in such relationships, which are prescribed in standards such as the Company’s Code of Conduct, Supplier Code of Conduct, Distributors and Applicators Code of Conduct and Modern Slavery requirements. The Company assesses its customer base to ensure compliance with applicable laws in relation to the sales of its products, including those related to corruption.
Moreover, the Directors receive information updates on a variety of topics that indicate and inform how customers and suppliers have been vetted and engaged. These can range from information regarding contract management, business strategies, projects, and investments.
The Board will often invite customers and suppliers to visit the Company facilities, which enhances relationships by having open dialogue on future product concepts or any challenges that need working through. Field sales employees are key to gathering customer feedback, which in turn provides the Company with greater understanding of current performance levels.
In addition, through the use of social media platforms and enhancements to the company website, the business has been able to engage with its customers, suppliers and local communities about business developments and new products. For example, the social media platform, LinkedIn is used to issue key company updates, introduce new product lines and provide updates regarding the paint industry.
In conducting our business, the Company seeks to minimise waste, reduce our impact on the environment and reduce the use of energy and resources and is accredited to ISO14001 Environmental Management Systems and regularly reports on safety and environmental performance matters to the Board and the RPM group. The Company aims to meet the demand for its products in ways which are economically, environmentally, and socially responsible. Employees are provided with the option of having a salary deduction paid and administered by the Company direct to a nominated charity. During the fiscal year the company made donations of paint to multiple charities.
The Board periodically reviews and approves business conduct frameworks, such as standards of conduct, policies and procedures related thereto, and ensures personnel participate in training covering topics regarding health and safety, bribery and corruption, data protection, cyber security and modern slavery. All personnel have access to the RPM Compliance Hotline, as well as the RPM reporting platform through which any compliance or ethics issues can be discussed or reported. The Company also performs due diligence before entering into new supplier or distributor agreements. These measures help to ensure high standards of business conduct are maintained.
After weighing up all relevant factors, the Directors consider which course of action best enables delivery of the Company’s strategy through the long-term, taking into consideration the impact on the Company’s stakeholders.
Below, we outline some of the principal decisions made by the Board over the year, explain how the Directors have engaged with, or in relation to, the different key shareholders and how shareholders’ interests were considered as part of the decision-making process.
Employee Engagement
During the year the board was dedicated to fostering positive relationships with its employees and ensuring that their concerns and aspirations were considered. A key aspect of this engagement process was the discussion and implementation of pay increases for employees in light of the cost-of-living crisis throughout the UK.
The standards set by the Board mandate acceptable requirements and behaviours with respect to the activities of its Directors, employees and others associated with the Company. The Board regularly reviews its governance procedures and provides oversight of its management team with respect to any delegated duties, ensuring any consequences of delegation have been considered and that the risks in doing so are reasonable and appropriate.
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