Companies Act Compliance

Stemcor Global Holdings Limited (SGHL) Group – Directors’ Duties

As a Jersey resident company, SGHL’s applicable company law is The Companies (Jersey) Law 1991, as amended. Jersey provides statutory and common law duty to act honestly in good faith with a view to the best interests of the Company; and exercise the care, due diligence and skill that a reasonably prudent person would exercise in comparable circumstances. All decisions and resolutions of the SGHL Board are made with regard to the relevant provisions of The Companies (Jersey) Law 1991.
As a company that is resident in the UK from a corporation tax perspective, SGHL also complies with certain provisions of the UK Companies Act 2006 (as amended), including section 172. The following describes how the directors have had regard to the matters set out in section 172(1) (a) to (f), and forms the directors’ statement required under section 414CZA of The Companies Act 2006.

Long term decision making and reputation for high standards in business conduct
The Board delegates day-to-day management to it senior management team, whilst maintaining oversight of the Group’s performance, and reserves to itself specific matters for approval. By receiving regular updates on business performance and objectives, the Board monitors that management is acting in accordance with the agreed strategy. Procedures including monthly reporting packs, up to date briefings and advice from professional advisors are in place to ensure that the Board receives all relevant information to enable it to make well-judged decisions in support of the long-term success of the Group. The Board sets the tone from the top to ensure the Group acts with the highest standards of business conduct. Good governance and strong risk management are a top priority for the Board and Corporate Social Responsibility has been an area which has received increased focus from the Board in recent months.

Acting fairly as between members of the Company
The Board has worked closely with its shareholders during the year, in particular the Annual General Meeting held in June 2019 provided an opportunity to understand the priorities and concerns of the shareholder base, the shareholders are appropriately represented by nominated non-executive directors on the Board (with four of the nine board directors appointed directly by shareholders owning 79% of the Group) and also there has been strong alignment in relation to the Board and shareholders in relation to the strategic process of evaluating the next ownership structure for the Group. The transition to a long-term strategic shareholder is recognised as the natural next step for the Group, and this has been the principal focus of the Board (in conjunction with shareholders) over the course of 2019.

Stakeholder management, particularly the interests of employees, relationship with counterparties and the welfare of communities in which the Group operates
As a trading company the Board recognises that the Group’s employees are its key asset, and the relationships the business maintains with customers and suppliers are of critical importance to the success of the Group.
Stemcor has an open culture with a relatively flat management structure. Most units have less than 20 employees which enables all employees to have direct access to their local leadership team and no staff are more than 4 line-management steps away from the Group CEO. Stemcor has an employee intranet which is used for disseminating news to, and sharing information between, the Group’s workforce. Additionally, the direct contact details of the senior management team are on the employee intranet to be easily accessible to all staff.
Stemcor Global Holdings Limited (SGHL) Group – Directors’ Duties (continued)

Counterparty engagement takes place with stakeholders at all levels across the Group. Stemcor’s size and global footprint of employees across various international locations provides customers and suppliers with a trusted local steel counterparty, backed by a strong global network and a supportive lender group. Relationship management is divided through commercial teams by geography and also by product responsibility. This predominantly takes place at a regional operational level on a day-to-day basis. Lender engagement also takes place at a regional level, although there is strong central coordination of these activities.
The Board recognises that relationships with the communities in which the Group operates are important in allowing the Group to achieve its business aims. Stemcor’s Ethics Policy lays out the commitment to be a good corporate neighbour and is evidenced by providing good local employment opportunities across the world and applying the highest international standard of meritocracy and fair opportunity in all locations.