Board Responsibility

Board of Directors

The Board provides leadership to the Company and has overall responsibility for the business and management of Essentra.

Essentra plc Board (the “Board”)

In fulfilling its role, the Board

• establishes the Company’s purpose, values and strategy and has satisfied itself that these and its culture are aligned
• sets, continually reviews and tests the Company’s strategic aims
• determines the nature and extent of acceptable risks in achieving the Company’s strategic objectives
• assesses shareholder and stakeholder interests from the perspective of the long-term sustainable success of the Company
• oversees the establishment of formal and transparent arrangements for the application of corporate reporting, risk management and internal control requirements and principles
• ensures that the necessary financial and human resources are in place for the Company to meet its objectives
• reviews the performance of the Company’s executive management
• presents a fair, balanced and understandable assessment of the Company’s position and prospects to its shareholders.

Delegation

The Board delegates specific responsibilities to the Audit and Risk, Nomination, Sustainability and Remuneration Committees which operate within clearly defined terms of reference approved by the Board. These Committees report regularly to the Board.

Board procedures

Internal controls implemented by the Company, to ensure the Board maintains overall control for all material strategic, financial, operational and compliance matters affecting the Company, are clearly defined.

In furtherance of their duties, there are agreed procedures for the directors to take independent professional advice, if necessary, at the Company’s expense.

All directors have access to the advice and services of the Company Secretary who is responsible to the Chair for ensuring that Board procedures are complied with and that applicable rules and regulations are followed.

On appointment, directors benefit from an induction programme tailored to their individual needs and designed to assist them in their understanding of Essentra and its operations. The programme, which continues throughout a director’s tenure as necessary, includes details of fiduciary duties, Companies Act requirements, dealing restrictions as outlined in the Disclosure Rules and the Model Code on directors’ dealings in securities contained in the Listing Rules of the Financial Services Authority, Board and business related matters, meetings with senior management, site visits and the opportunity to meet with major shareholders.