Corporate Governance Statement 2025
Statement of corporate governance arrangements
For the financial year ended 31 December 2025
Introduction
For the year ended 31 December 2025, under The Companies (Miscellaneous Reporting) Regulations 2018, the Group has applied the Wates Corporate Governance Principles for Large Private Companies (Wates Principles), published by the Financial Reporting Council (FRC) in December 2018 and available on the FRC website.
Principle 1: Purpose and leadership
We define our purpose as “to responsibly produce essential ingredients for a sustainable future”.
Our core values of safety, integrity and performance set the standard for our operations and guide our strategic direction. We aim to maintain and extend our position as sustainability leaders within our industry.
During 2025, the Board approved our Sustainability Plan and our Sustainability as a Service strategy, which we launched in December 2025. Delivery against the targets set out in the Plan is measured against specific KPIs throughout our organisation, with clear sponsorship and site-specific goals.
Safety is our number one priority. The Board regularly monitors the safety performance, practices, policies and procedures of the Group, and reviews focused case studies of high-consequence events.
The acquisition of Alkali in February 2025 supported our strategic aim to expand our geographic footprint and global reach. This acquisition has also driven a renewed focus on embedding and harmonising our corporate culture globally, with a particular focus on supporting international best practice safety standards across all of our operations.
This is supported by a new global HR structure and performance management system that is aligned with our strategic targets and global approach. The Board has monitored the impact on culture through site visits and management discussion, review of KPIs, and reports received through our whistleblowing programme, WESpeakUp. These have indicated positive shifts in our corporate culture, supported by strengthened accountability and leadership. Monitoring this culture will remain a key area of focus in 2026.
Principle 2: Board composition
The Board is led by our Chair, who is responsible for managing the Board and ensuring its effectiveness and the quality of its governance. To fulfil these responsibilities, our Chair facilitates engagement from the rest of the Board by ensuring accurate and timely flows of information to Directors and encouraging discussion and challenge during Board meetings. Our Chair also ensures that our Shareholder’s core values are reflected in our purpose, goals and expected behaviours and practices across the business.
The roles and responsibilities of the Chair and CEO are separate and are clearly defined and documented to ensure that there is a balance of responsibilities, accountabilities and decision-making across the Company.
During 2025, the Chair and CEO were supported by three Executive Directors (CFO, CSRO, and CLO), a shareholder representative and five Independent Non-executive Directors. The latter offer a diverse range of skills, expertise and experience, including in the fields of industrial operations, banking, law, energy, government and international relations and environment. This promotes effective decision-making, and enables them to fulfil their role to bring independent and objective judgement to the Board. They participate fully in commercial and strategic debates and provide significant advice and challenge in critical areas of the business.
Principle 3: Director responsibilities
The Board has agreed to meet formally at least six times per year. It is accountable for setting and monitoring our strategic direction to achieve long-term success and holds management to account for delivering the Group’s objectives.
To support this responsibility, the Board and its committees received regular and timely information on various aspects of our business during 2025 including financial and operational performance, strategy, market environment, legal and compliance, governance policies and practices and operating responsibly (which includes safety and sustainability).
The Board and its committees have scrutinised the integrity of information received and supported the development of improved reporting and governance frameworks, including our Sustainability Governance structure and our Internal Audit function to be implemented in 2026.
In 2024, the Board delegated responsibility for certain matters to two committees: the Audit & Risk Committee and the Sustainability Committee.
Principle 4: Opportunity and risk
The Board discussed and reviewed the Group’s strategic objectives, including our long-term strategic opportunities. This included the Board’s input to, and approval of, the Sustainability Plan.
In deciding to approve the acquisition of Alkali, the Board considered the relevant risks and opportunities, encompassing financial, legal, competition and tax matters, as well as technical assessments and compliance with environmental requirements.
The Board also reviewed and approved the annual budget, which encompassed production forecast, cost ambitions, sales plans, capital investment priorities and the resulting profit and cash flow forecasts. In addition, the Board considered geographic expansion and market opportunities per region, which informed commercial planning and activities. This included developing owned warehouses and logistics facilities in Europe and South Africa which facilitated access to new markets and created operational and strategic flexibility. The Board also monitored customer trends, competitor behaviour, market trends and product development.
The Group’s debt facilities, repayment profile and covenants were assessed and stress-tested, and improvements made to communication processes between internal finance and commercial teams to improve forecasting capabilities. The Board discussed financial risks and mitigations which included de-risking production costs through financial hedging arrangements to protect against foreign currency and natural gas price volatility.
The Group’s approach to risk management has been further refined during 2025, with a particular focus on preparations to embed risk management within the Group’s operations. The enhanced risk governance structure implemented in 2024 has worked effectively during 2025 to facilitate more effective identification, understanding, assessment and reporting of risks and opportunities to the Board via reports from the Audit & Risk Committee Chair. This framework will be complemented in 2026 with the appointment of a Head of Internal Audit and by developing an Internal Audit function, both of which were approved by the Audit & Risk Committee in 2025.
Principle 5: Remuneration
Current remuneration structures are agreed between the Executive Directors and the Chair, considering the role, responsibilities, experience, career potential, and skill level of individuals, together with external benchmarking and the need to appropriately incentivise critical members of the executive management team.
To incentivise delivery of our strategy, including our Sustainability Plan, we have developed certain sustainability-related KPIs which are incorporated into our remuneration policies, including those applicable to our executive management.
Principle 6: Stakeholders
Our stakeholders include our employees and the communities in which we operate, our banks and bond holders, our customers, distributors and suppliers, as well as our Shareholder. We seek to build positive relationships with them, and ensure they are kept well informed about our activities.
The development of our Sustainability Plan was heavily informed by engagement with our customers and communities.
Our acquisition of Alkali has created new stakeholder groups with an interest in our business, and we have already started to form strong relationships with them as part of our integration and engagement plans.
Our operations are subject to strict environmental and other regulations by relevant authorities, and we have a rigorous compliance programme to ensure that we comply with all applicable laws and regulations.