TIDMGLO

RNS Number : 3486U

ContourGlobal PLC

01 April 2021

1 April 2021

Annual Report and Notice of Annual General Meeting

ContourGlobal plc (the "Company") announces that the following documents have today been published:

-- Annual Report 2020 for the year ended 31 December 2020;

-- Notice of Annual General Meeting; and

-- Proxy form.

The above documents will be submitted to the National Storage Mechanism. They will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

The Annual Report 2020 and Notice of Annual General Meeting will also shortly be available on the Company's website at https://www.contourglobal.com/investors .

The Company's preliminary results for the year ended 31 December 2020 were released via RNS on 19 March 2021.

The Company's Annual General Meeting will be held electronically on 12(th) May 2020.

Disclosures required in accordance with DTR 6.3.5

Information on important events that have occurred during the financial year and their impact on the Annual Report 2020 were included in the Preliminary Results Announcement for the Year Ended 31 December 2020, released on 19 March 2021. This, together with the following information, which is extracted from the Preliminary Results Announcement for the year ended 31 December 2020 and the Annual Report 2020, constitutes the information required by DTR 6.3.5 to be communicated in full, unedited text through a regulatory information service. This information is not a substitute for reading the full Annual Report 2020. Any page or note references in the text below refer to those in the Annual Report 2020.

For further information, please contact:

Company Secretariat:

Link Company Matters Limited

Phone: +44 (0) 333 300 1950

Email: cm-contourglobal@linkgroup.co.uk

Investor Relations:

Alice Heathcote

Tel: +44 (0) 203 626 9077

alice.heathcote@contourglobal.com

Media Relations: Brunswick

Charles Pretzlik/William Medvei

Tel: +44 (0) 207 404 5959

Contourglobal@brunswickgroup.com

Principal Risks

The Strategic Report describes in detail how the Group manages its risks. Further details can be found on pages 66-71. The table below details each principal business risk, those aspects that would be impacted were the risk to materialise, our assessment of the status of the risk and how the Company mitigates it.

 
 Risk Factor                     Main Impact                                   Risk Response (management 
                                                                                and mitigation) 
 
   R01. Strategy - Impact of governmental actions and regulations 
 The risk that governmental      Deterioration of financial                    PPAs are held with 
  actions or changes              performance including                         state-owned, regulated 
  in (1)                          loss                                          or other offtakers, 
  taxes or (2) regulations        of revenue and an                             the majority of which 
  of our                          increase in expenses                          are rated by Standard 
  non-PPA long-term               (including                                    & Poor's, with a weighted 
  fixed rate                      fossil fuel cost).                            average credit rating 
  arrangements (i.e.              Loss of business/growth                       (after Political Risk 
  feed-intariffs) and             opportunities:                                insurance - PRI) of 
  Power Purchase                                                                BBB+ weighted by EBITDA). 
  Agreements (PPAs)               Termination of agreements                     PRI policies (from 
  including                       :                                             commercial insurers) 
  new adverse policymaking        -- Inability to obtain,                       are in place for several 
  and investigations              maintain or renew                             projects in case of 
  by                              required governmental                         events that can affect 
  regulatory or competition       permits/licenses                              our assets, in particular 
  law authorities, as                                                           the loss of invested 
  well as                         -- Inability to receive                       capital. In some cases, 
  (3) restrictive regulation      permits for extension                         these cover a return 
  of                              of existing capacities                        on our capital. 
  Thermal generation 
  as the                          Financing impact                              These include: 
  result of climate               : 
  change                          -- Limited access                             Maritsa, Vorotan, 
  initiatives and transition      to capital for Thermal                        KivuWatt, Togo, Cap 
  to                              power generation projects                     des Biches, 
  low-carbon economy,                                                           TermoemCali, and Kosovo. 
  without                         Major Asset impact                            Close relationships 
  regulatory risk pass-through    :                                             are maintained with 
  mechanisms will have            -- Maritsa anticipates                        energy 
  a                               that in the near term                         lawyers and associations 
  negative impact on              it will engage                                to anticipate any 
  our                             in discussions with                           potential changes 
  results of operation            the government of                             in regulation and 
  and                             Bulgaria related                              express our interests. 
  growth prospects.               to the Bulgarian energy                       Partnerships are fostered 
                                  regulator's complaint                         with multilateral 
  Risk unchanged                  to the                                        development banks 
  Included in the sensitivity     European Commission                           for both equity and 
  analysis on principal           that the Maritsa PPA                          debt which makes governments 
  risks                           contains                                      reticent to renegotiate. 
  for viability and               elements of state                             Investment is placed 
  going                           aid and the EC's related                      in local communities 
  concern assessment.             review                                        and hiring locally 
                                  of the PPA. Separately,                       The business has a 
                                  Bulgaria has submitted                        sovereign credit rating 
                                  its                                           of BBB+ post-PRI impact 
                                  proposed energy market                        (based on the individual 
                                  reform plan to the                            sovereign ratings 
                                  EC, which                                     determined by Standard 
                                  plan proposes a market-wide                   & Poor's). 
                                  capacity remuneration                         Close monitoring of 
                                  mechanism and termination                     global climate change 
                                  of the long-term PPAs,                        initiatives and taking 
                                  including that of                             them into account 
                                  Maritsa, and foresees                         in our medium- and 
                                  discussions                                   long-term operations 
                                  with Maritsa on this                          and growth strategy. 
                                  subject. We cannot                            Proactive engagement 
                                  predict the                                   and communication. 
                                  outcome of such discussions, 
                                  or of any resolution 
                                  by the EC of its review 
                                  should those discussions 
                                  not result in an agreement. 
                                  Maritsa believes termination 
                                  of the PPA would not 
                                  be justified and will 
                                  take all required 
                                  actions to protect 
                                  its rights and 
                                  interests. Resolution 
                                  of the matter could 
                                  nonetheless 
                                  contain terms that 
                                  adversely affect the 
                                  Maritsa PPA 
                                  and have a material 
                                  adverse impact on 
                                  Maritsa's and 
                                  ContourGlobal's business. 
 
                                  Impact on other key 
                                  Assets : 
 
                                  -- The Group is subject 
                                  to changes in laws 
                                  or regulations or 
                                  changes in the application 
                                  or 
                                  interpretation of 
                                  laws or regulations 
                                  in jurisdictions 
                                  where we operate (particularly 
                                  utilities where electricity 
                                  tariffs are subject 
                                  to regulatory review 
                                  or approval) which 
                                  could adversely affect 
                                  our business. This 
                                  is the case for instance 
                                  in Mexico where the 
                                  current government 
                                  has engaged in 
                                  several attempts to 
                                  change the regulatory 
                                  regime under which 
                                  the Company's plants 
                                  are operating, and 
                                  related to Rwanda 
                                  and Kosovo, where 
                                  the Company is engaged 
                                  in arbitrations related 
                                  to 
                                  the interpretation 
                                  of its and counterparties' 
                                  contractual obligations. 
                                --------------------------------------------  -------------------------------- 
 R02. Strategy - Geopolitical uncertainties and social instability 
  (including environmental activism, sanctions and trade war) 
 The risk that geopolitical      Deterioration of financial                    PRI policies (from 
  instability, increased          performance:                                  commercial insurers) 
  social                          -- Increase in operational                    are in place for several 
  pressure on politics            costs (including additional                   projects in case of 
  and                             costs associated with                         events that can affect 
  increasing activism             supply chain disruptions)                     our assets, in particular 
  will                                                                          in Africa and Eastern 
  create additional               -- Higher financing                           Europe. 
  uncertainty                     transaction costs 
  for our multinational                                                         In some cases we 
  business                        -- Disruption of operation                    can recover a return 
  operation and will              of one or more of                             on our capital : 
  affect                          our assets                                    -- Maritsa, Vorotan, 
  our business model                                                            KivuWatt, Togo, Cap 
  or                              -- Increase in OPEX                           des Biches, TermoemCali, 
  specific assets.                and CAPEX                                     and Kosovo 
  The risk that sanctions 
  affect our counterparties       -- Loss of invested                           -- Our diversified 
  or stakeholders along           capital                                       operations limit the 
  our                                                                           downside as the 
  supply chain will               -- Adverse effect                             impact of a localized 
  have                            on results of operation                       geopolitical effect 
  negative impact on                                                            is unlikely 
  our                             -- Unforeseen additional                      to have a significant 
  cost structure and              recurring costs vs.                           effect on the full 
  our                             financial model projections                   portfolio 
  ability to acquire              (project IRR and cash 
  the                             flow)                                         -- Diversification 
  required equipment.                                                           of jurisdictions and 
  The risk that excessive         -- Charges and penalties                      technologies 
  cross border tariffs            due to                                        minimizes the risk 
  or                              non-compliance with 
  negative regulation             external                                      -- Access to several 
  on                              requirements                                  financial markets 
  foreign capital flow                                                          allows the 
  will                            Loss of business/growth                       business to choose 
  have an impact on               opportunities:                                the most opportune 
  our supply                                                                    sources 
  chain and limit our             -- Inability to operate                       of transactional financing 
  flexibility                     effectively 
  in cross border investments.                                                  -- Investment in local 
                                  -- Termination of                             communities and hiring 
  Risk unchanged                  agreements                                    locally 
  Included in the sensitivity                                                   creates goodwill with 
  analysis on principal           -- Fewer opportunities                        local governments 
  risks                           for growth                                    and populations 
  for viability statement 
  and                             Business disruption:                          -- Reduced risk mitigation 
  going concern assessment.       -- Inability to procure                       in place through diversified 
                                  required equipment                            Business 
 
                                  -- Impact on EAF and                          -- Regular analysis 
                                  EFOR                                          of suppliers and supply 
                                                                                chain - related 
                                                                                business case study 
                                                                                on Spain on page 36. 
                                --------------------------------------------  -------------------------------- 
 
 
 R03. Strategy - Pandemic virus 
 The risk that global            Direct financial impact:                      Information and Communication 
  pandemic(s) will cause 
  (1) health issues               -- Adverse impact                             -- Emergency communication 
  for our                         on revenue due to                             online site on the 
  employees, (2) business         force majeure claims,                         intranet that contains 
  disruptions at operational      decreasing power demand                       the most recent communication 
  as well as at corporate         caused by slowdown                            regarding Coronavirus 
  level,                          of economic growth                            to Company's employees 
  (3) disruption of                                                             in 
  our supply                      -- Slow payment of                            different languages 
  chain, (4) delays               certain of our offtakers/the 
  in power                        country system, potential                     -- Crisis management 
  plants' major overhauls,        financial distress                            task force (COVID-19) 
  (5)                             post-crisis of certain                        consisting of 
  increase in counterparty        clients, regulatory                           sub-groups: remote 
  risk                            measures to slow down                         work and internal 
  given deterioration             payments                                      communication; 
  of our                                                                        operations staffing 
  offtakers' credit                                                             and OT management; 
  strength                        -- Adverse effect                             IT readiness; 
  as well as (6) slowdown         on results of operation                       health, medical and 
  of economic growth              due to increase of                            testing 
  and                             O&M costs and CAPEX 
  thus disruption of              expenditures due to                           -- Regular calls of 
  global                          supply                                        senior management 
  commodity markets               chain disruption                              with business 
  which                                                                         leaders and global 
  will result in adverse          Business interruption:                        Webinars for all employees 
  financial 
  impact on results               -- Disruption to business-as-usual            Mobility restriction, 
  of our                          activities caused                             remote work and social 
  operation as well               by restrictions imposed                       distancing 
  as growth                       on travel and movement                        -- Employees training 
  targets and long-term           of goods                                      (Okta, VPN, zoom) 
  impact on sustainability                                                      and necessary 
  of regulated returns/FIT.       -- Business leaders'                          IT set-ups in place 
  New risk                        distraction from core                         and tested to ensure 
  Included in the sensitivity     business activities                           seamless 
  analysis on principal           due to focus on risk                          remote operation for 
  risks                           prevention and mitigation                     corporate functions 
  for viability statement         measures 
  and                                                                           -- Remote power plant 
  going concern assessment.       -- Disruption due                             operations in some 
                                  to employees' illness                         locations 
                                  at plant and corporate 
                                  level                                         -- Temporary travel 
                                                                                business ban during 
                                  -- Disruption and                             quarantine and strict 
                                  delays to plants'                             monitoring of travel 
                                  planned maintenance                           situation going forward 
                                  due to travel restriction 
                                  of O&M contractors                            -- Strict third-party 
                                  (Impact on EAF and                            visitors control (contractors, 
                                  EFOR)                                         service 
                                                                                providers) screening 
                                  -- Potential supply                           and authorization 
                                  chain disruption resulting                    process including 
                                  in inability to procure                       online questionnaire 
                                  important equipment, 
                                  consumables                                   -- Issuance of "Temporary 
                                  or spare parts                                home-based employee 
                                                                                guidance" and "Emerging 
                                  Indirect financial                            Respiratory Viruses 
                                  impact                                        Prevention Response 
                                  (Country/Counterparty):                       Guidance" 
                                  -- Adverse financial 
                                  impact on the result                          -- Regular check-ins 
                                  of Company's operation                        with managers 
                                  through the adverse 
                                  effect of economic                            -- Procurement of 
                                  growth slowdown on                            masks and PPE equipment 
                                  our counterparties,                           and 
                                  i.e. PPA offtakers                            shipment to sites 
                                  and governments' feed-in                      for front-line workers 
                                  tariffs 
                                                                                -- Assets operating 
                                  -- FX rate exposure                           in isolation mode 
                                  due to disruption 
                                  in countries with                             Supply chain analysis 
                                  weak currencies                               and contract management 
 
                                  Financing and growth                          -- Global supply chain 
                                  impact:                                       actions tracker per 
                                  -- Inability to get                           plant with regular 
                                  access to financing                           update in case of 
                                  for new or existing                           potential risks. Calls 
                                  projects due to potential                     with sites to review 
                                  liquidity crunch caused                       the status 
                                  by global economy 
                                  slowdown                                      -- Force majeure and 
                                                                                termination clauses 
                                                                                analysis for key contracts 
                                                                                (PPA, facility agreements, 
                                                                                supply chain) with 
                                                                                regular communication 
                                                                                on potential delivery 
                                                                                delays. 
                                                                                Local assets were 
                                                                                advised to avoid or 
                                                                                to require 
                                                                                protection for advance 
                                                                                payments 
 
                                                                                O&M optimization and 
                                                                                inventory management 
                                                                                -- Review of annual 
                                                                                maintenance program 
                                                                                to reschedule any 
                                                                                maintenance activities 
                                                                                that would require 
                                                                                third-party interventions 
                                                                                on site 
 
                                                                                -- Inventory requirement 
                                                                                in place for spares 
                                                                                and 
                                                                                consumables at least 
                                                                                through the end of 
                                                                                2020 
                                                                                (6-12 months' stock) 
 
                                                                                Health, Insurance 
                                                                                and Testing 
                                                                                -- PRC testing of 
                                                                                front-line workers 
 
                                                                                -- COVID insurance 
                                                                                policy for infected 
                                                                                employees (in addition 
                                                                                to existing health 
                                                                                benefits) 
 
                                                                                -- Strict protocols 
                                                                                for maintaining physical 
                                                                                distance, 
                                                                                disinfection of premises, 
                                                                                masks and gloves use 
                                                                                when required physical 
                                                                                distance cannot be 
                                                                                kept. In addition, 
                                                                                screenings for temperature 
                                                                                are conducted 
                                --------------------------------------------  -------------------------------- 
 
 
 R04. Strategy - Disruptive innovation in power generation 
  and storage technologies 
 The risk that technological     Deterioration of financial                    Strong PPAs drafted 
  breakthrough in renewable       performance:                                  to protect ContourGlobal 
  generation, storage                                                           from non-payments 
  technologies and/or             -- Loss of revenue                            PRI policies, several 
  energy                                                                        of which provide protection 
  trading and financial           -- Decrease in operating                      against non-honoring 
  markets                         cashflow                                      of arbitration award 
  (i.e. blockchain)                                                             Diversification of 
  will reduce                     Loss of business/growth                       ContourGlobal's portfolio 
  our ability to be               opportunities:                                (Thermal and Renewable) 
  competitive in                                                                and installing the 
  the new investments             -- Renegotiation/termination                  most modern 
  or could                        of existing contracts                         technologies (where 
  result in stranded                                                            possible) in order 
  assets.                         -- Inability to expand                        to remain as competitive 
  Note: this risk is              in strategically important                    as possible 
  regarded                        regions                                       Innovation monitoring 
  as an emerging risk                                                           and using internal 
  but one                                                                       capabilities 
  unlikely to impact                                                            to capitalize on emerging 
  in the next                                                                   technologies and innovative 
  three years.                                                                  solutions already 
                                                                                implemented within 
                                                                                the Group 
  New risk 
                                --------------------------------------------  -------------------------------- 
 R05. Strategy - Supply Chain 
 Increased supply chain          Business disruption:                          -- Supply chain analysis 
  risk,                                                                         and contract management: 
  with the identification         -- Inability to procure                       global 
  and                             required equipment                            supply chain actions 
  management of supply            or parts                                      tracker per plant 
  requiring greater                                                             with regular update 
  efforts to                      -- Impact on EAF and                          in case of risks, 
  maintain resilience.            EFOR                                          regular reviews 
  This may 
  be due to a more competitive    Deterioration of financial                    -- Monitoring of force 
  landscape among the             performance:                                  majeure and termination 
  Company's peers increasing                                                    clauses and 
  costs; or due to a              -- Increase in Opex                           communication of potential 
  shrinking                       and Capex                                     termination 
  of available supply 
  due to                          Potential breach of 
  suppliers going out             loan agreements 
  of 
  business during economic 
  downturn; or politically 
  motivated restrictions 
  (such 
  as trade restrictions 
  e.g. 
  quotas, tariffs, additional 
  screening or sanctions) 
  following from heightened 
  geopolitical tensions. 
 
  New risk 
  Included in the sensitivity 
  analysis on principal 
  risks 
  for viability statement 
  and 
  going concern assessment. 
                                --------------------------------------------  -------------------------------- 
 R06. Operation and execution - Project execution (CAPEX) 
 The risk that inefficient       Financial impact e.g.:                        -- Controlling methodology: 
  contractors' selection,         -- Overrun of project                         specific internal 
  contracting, project            costs (including financing                    resource 
  management and execution        fees) vs. investment                          is dedicated to provide 
  of greenfield construction      case impacting projected                      guidance and best 
  or                              cash flows and IRR                            practice to 
  refurbishment investment                                                      ensure strict and 
  projects will result            -- Liquidated damages/penalties/litigation    real-time project 
  in delays                                                                     cost control, enabling 
  or unanticipated cost           -- Reduced revenue                            cost overruns to be 
  overruns.                       due to construction                           identified early and 
                                  delays                                        mitigation actions 
  Risk unchanged                                                                put in place 
  Included in the sensitivity     -- Potential defaults 
  analysis on principal           on financing and debt                         -- Minimizing the 
  risks                           repayment before COD                          risk of exceeding 
  for viability and                                                             construction budgets 
  going                           -- Image and reputation                       by entering into fixed 
  concern assessment.             impact                                        price contracts with 
                                  resulting from a loss                         engineering, procurement 
                                  of credibility with                           and construction (EPC) 
                                  counterparties, lenders                       contractors with proven 
                                  and other stakeholders                        track records 
 
                                                                                -- EPC contracts contain 
                                                                                back-to-back liquidated 
                                                                                damages 
                                                                                provisions which protect 
                                                                                ContourGlobal against 
                                                                                construction delays 
                                                                                and other breaches 
                                                                                by EPC contractors 
                                                                                -- Contract monitoring 
                                                                                and management with 
                                                                                legal support 
 
                                                                                -- External support 
                                                                                to obtain permits 
 
                                                                                -- Project Review 
                                                                                Procedure: monthly 
                                                                                review of the 
                                                                                projects organized 
                                                                                by the Project Management 
                                                                                Team 
                                                                                (including the Group 
                                                                                COO) and presented 
                                                                                to the Project 
                                                                                Steering Committee 
 
                                                                                -- Regular analysis 
                                                                                of suppliers and supply 
                                                                                chain 
                                --------------------------------------------  -------------------------------- 
 R07. Operation and execution - Asset integrity (OPEX) 
 The risk that asset             Deterioration of operational                  Business interruption 
  maintenance processes           performance:                                  insurance O&M strategy 
  are not managed in                                                            focusing on HSE, O&M 
  line                            -- Business interruption                      organization, O&M 
  with the O&M plan               and power outages                             performance management, 
  and                                                                           benchmarks and KPIs 
  quality standards               -- Performance below                          Maintenance strategy 
  will                            expected                                      including hydro and 
  prevent the power               efficiency and output                         civil structures. 
  plants                          levels                                        O&M IT systems (including 
  from delivering electricity                                                   remote monitoring 
  and ensuring availability       -- Inability to deliver                       control room) Maintenance 
  at the levels defined           electricity or ensure                         activities with regular 
  in                              availability defined                          KPIs for control, 
  the long-term PPAs.             in long-term PPAs                             and timely corrective 
  Risk unchanged                                                                actions 
                                  Reduced profitability                         Daily KPIs and improvement 
                                  and cash flows:                               meetings between local 
                                                                                plant 
                                  -- Increase of expenses                       managers and operators 
                                  (OPEX & CAPEX)                                Regular analysis of 
                                                                                suppliers and supply 
                                  -- Unplanned O&M and                          chain 
                                  capital 
                                  Expenditures 
 
                                  -- Loss of revenue 
                                  and PPA penalties 
 
                                  -- Liquidated damages 
 
                                  -- Reduction in distribution 
                                  and inability to service 
                                  debt 
 
                                  -- Reputational impact 
                                --------------------------------------------  -------------------------------- 
 R08. Operation and execution - Resources/Climate change 
 The risk that climate           -- Deterioration of                           -- Diversified geographical 
  change (e.g. changes            financial performance                         and technological 
  in temperature, wind            including a loss of                           portfolio 
  patterns and hydrological       revenue and/or an                             of assets 
  conditions) will affect         increase in expenses 
  the certainty of forecasts,     (O&M costs) 
  will impact our operations                                                    -- Extensive weather 
  and adversely affect            -- Impact on the operational                  phenomena studies 
  our financial                   performance with a                            and due 
  performance.                    strong deviation of                           diligence before acquisitions 
  Risk unchanged                  actual renewable generation                   -- Sign-off on all 
                                  vs. projections in                            investment case assumptions 
  Included in the sensitivity     the investment case                           by 
  analysis on principal           specifically for wind                         a reputable advisory 
  risks                           and hydro                                     firm 
  for viability and 
  going                           -- Read more about                            -- Scenario analysis 
  concern assessment.             how we managed this                           carried out across 
                                  risk in Armenia this                          the portfolio 
                                  year on page 19. 
                                                                                -- StormGeo forecasting 
                                                                                service has been implemented 
                                                                                that provides medium- 
                                                                                to long- range prognostics 
                                                                                for LATAM assets 
 
                                                                                -- Retina Performance 
                                                                                Management platform 
                                                                                for Renewable businesses 
                                                                                to improve data analytics 
                                                                                and forecasting, enabling 
                                                                                predictive analysis 
                                                                                for medium- to long- 
                                                                                range maintenance 
                                                                                planning and downtime 
                                                                                reduction 
 
                                                                                -- Review of weatherization 
                                                                                planning for extreme 
                                                                                temperatures 
                                --------------------------------------------  -------------------------------- 
 R09. Health, safety and environment (HSE) and food - prevention 
  and regulation 
 The risk that failure           Human and environmental                       Health and Safety 
  to prevent major health,        impact:                                       Policy reviewed annually 
  safety, environmental           LTIs (Lost Time Incidents)                    and communicated Company-wide 
  and food (CO2 production        and 
  for human consumption)          fatalities of ContourGlobal                   -- Health and Safety 
  incidents and/ or               employees, contractors                        and Environmental 
  comply with relevant            or                                            management system 
  regulations due to              people in local communities                   is aligned with H&S 
  inherent                        around the facilities                         18001, ISO 14001 standards, 
  risks related to our            due to                                        and also with World 
  activities                      incidents at the power                        Bank guidelines, namely 
  (fuel types, technology,        plants                                        the IFC Performance 
  equipment in more               Environmental accidents                       Standards 
  than                            on 
  20 countries) will              site and in local                             -- Monitoring of reactive 
  have a                          communities                                   indicators (such as 
  material adverse impact         Contamination of food                         responses to accidents) 
  on                              supply                                        and proactive indicators 
  our operations, financing       Reputational impact                           (including known hazards, 
  conditions and reputation.                                                    inspection quality 
  Risk unchanged                  Financial and operational                     and number of training 
                                  impact:                                       hours) 
 
                                  Increase in liabilities                       -- Intense regular 
                                  and                                           training 
                                  compliance costs Business 
                                  interruption Loss                             -- Continuous improvement 
                                  of efficiency/productivity                    and failure analysis 
                                  Breach of loan covenants                      (like 5 whys 
                                  Non-compliance with                           and lessons learned) 
                                  applicable HSE legal                          to prevent incident 
                                  requirements and                              recurrence 
                                  potential sanctions 
                                                                                -- Strong environmental 
                                                                                policies and procedures: 
                                                                                -- Each business's 
                                                                                compliance with applicable 
                                                                                policies, local laws 
                                                                                and permit requirements 
                                                                                is managed directly 
                                                                                by the business 
 
                                                                                -- Oversight and audit 
                                                                                through operations, 
                                                                                environmental, health 
                                                                                and safety departments 
 
                                                                                -- Third-party contractors' 
                                                                                environmental audits, 
                                                                                including Coca- Cola 
                                                                                audits of food grade 
                                                                                CO2 
 
                                                                                -- Arrubal, Togo and 
                                                                                Knockmore Hill have 
                                                                                achieved ISO 14001 
                                                                                Certification 
 
                                                                                -- Adherence to a 
                                                                                Company-wide environmental 
                                                                                policy, reflecting 
                                                                                the business commitment 
                                                                                to the United Nations 
                                                                                Global Compact 
                                --------------------------------------------  -------------------------------- 
 R10. Regulation and compliance - Fraud, bribery and corruption 
 The risk that lack              Financial impact:                             -- A strong anti-bribery 
  of                              -- Financial losses                           compliance program 
  transparency, threat            as a result                                   that reflects the 
  of fraud,                       of fraudulent activities                      components of an 'effective 
  public sector corruption,                                                     ethics and compliance 
  money laundering and            -- Violations of anti-corruption              program' 
  other                           or other laws                                 as set forth by various 
  forms of criminal                                                             international conventions 
  activity                        -- Criminal and/or                            and 
  involving government            civil sanctions                               enforcement authorities, 
  officials                       against individuals                           which is reviewed 
  or suppliers will               and/or the                                    at least quarterly 
  result in a                     Company 
  failure to comply                                                             -- Policies and procedures 
  with                            -- Loss of trust by                           include: 
  anti-corruption legislation,    key stakeholders                              -- Code of Conduct 
  including the UK Bribery                                                      and Business Ethics 
  Act                             -- Debarment by multilateral                  -- Anti-Corruption 
  2010 and other international    development banks                             Policy 
  anti-bribery laws.              and                                           -- Anti-Corruption 
                                  international financial                       Compliance Guide 
  Risk unchanged                  institutions                                  -- Policy for Engaging 
  Included in the sensitivity                                                   Suppliers and Third-Party 
  analysis on principal           -- Reputation impact                          Service 
  risks for                       and loss                                      Providers 
  viability and going             of trust                                      -- Gifts & Hospitality 
  concern                                                                       Policy 
  assessment.                     -- Exclusion from                             -- Compliance Transactional 
                                  government 
                                  funding programs                              Due Diligence Protocol 
                                                                                -- Business Development 
                                                                                Consultant Compliance 
                                                                                Protocol 
                                                                                -- Regular certification 
                                                                                by employees 
                                                                                -- Risk-based due 
                                                                                diligence, including 
                                                                                for third parties 
                                                                                and 
                                                                                transactions 
                                                                                -- Pre-approval by 
                                                                                Compliance of gifts 
                                                                                and hospitality offered 
                                                                                to Governmental Officials 
                                                                                -- Online portals: 
                                                                                -- EthicsLine 
                                                                                -- Regular checks 
                                                                                and audits: 
                                                                                -- Bi-annual combined 
 
                                                                                Compliance and Finance 
                                                                                Audits, internal audits 
                                                                                -- Internal spot checks 
                                                                                -- Tailored, risk-based 
                                                                                training according 
                                                                                to a yearly training 
                                                                                plan 
                                                                                -- Anti-Corruption 
                                                                                e-learning course 
                                                                                for new joiners and 
                                                                                regular refresh course 
                                                                                for existing employees 
                                --------------------------------------------  -------------------------------- 
 R11. Information technology - Cyber security and system integrity 
 The risk that insufficient      Organizational and                            -- Dedicated IT security 
  IT                              operational                                   function established 
  security or maintenance         impact:                                       for corporate 
  of systems will expose          -- Disruptions to                             and Operations 
  the                             business operations 
  Company to data corruption.                                                   Plants 
  This could have a               -- Compromise of data                         -- Physical access 
  negative                        integrity in core                             controls 
  impact on information           systems 
  systems as well as                                                            -- Dedicated plant 
  electronic                      Financial impact:                             IT functions established 
  control systems used            -- Potential for fraudulent                   to consolidate 
  at the                          activity due to segregation                   IT management approach 
  generating plants,              of duties conflicts                           in the plants under 
  and could                                                                     a global 
  disrupt business operations,    -- Penalties related                          framework of IT/OT 
  resulting in loss               to non-compliance                             security policies 
  of service to                   with data-related                             and procedures. 
  customers, expense              laws and regulations                          This local, segregated 
  to repair                                                                     approach to the management 
  security breaches               -- Loss of revenue                            of plants minimizes 
  and/or                          due to disruptions                            risk 
  system damage.                  to operations 
                                                                                Corporate 
  Risk unchanged                  -- Impact on reputation                       -- Security governance 
  Included in the sensitivity     due to breach of confidentiality              controls in place 
  analysis on principal                                                         (including security 
  risks                                                                         policies, security 
  for viability statement                                                       training, security 
  and                                                                           reviews) 
  going concern assessment. 
                                                                                -- Security systems 
                                                                                implemented (e.g. 
                                                                                anti-virus, web filtering, 
                                                                                firewalls, multifactor 
                                                                                authentication, encryption) 
 
                                                                                -- Security information 
                                                                                and event management 
                                                                                system 
                                                                                (SIEM) 
 
                                                                                -- Infrastructure 
                                                                                hosting security in 
                                                                                place (ISO-27001 compliant 
                                                                                data centers) 
 
                                                                                -- User provisioning 
                                                                                process for key financial 
                                                                                accounting 
                                                                                and reporting systems, 
                                                                                and segregation of 
                                                                                duties 
                                                                                where applicable 
 
 
 
                                                                                -- Governance processes 
                                                                                in place (e.g. change 
                                                                                management, incident 
                                                                                management) 
 
                                                                                -- Restricted USB 
                                                                                access 
 
                                                                                -- Centralized administrative 
                                                                                access restricting 
                                                                                any changes introduced 
                                                                                by individual users 
 
                                                                                -- Annual external 
                                                                                audits of financial 
                                                                                systems and IT security 
                                --------------------------------------------  -------------------------------- 
 R12. People and organization - Key people (senior executive 
  management) succession planning 
 The risk that a combination     Removal or departure                          Focused action to 
  of key people's (senior         of key                                        attract, retain and 
  executive management)           individuals could                             develop high-caliber 
  departure at short              result in operational                         Employees Managing 
  notice                          disruption, while                             organizational capability 
  may affect the Company's        competition for employees                     and capacity to meet 
  ability to deliver              could lead to higher                          our customers' needs 
  its strategic                   than expected increases                       Effective remuneration 
  objectives and the              in the cost of recruitment,                   arrangements to promote 
  overall                         training and employee                         effective employee 
  Company performance             costs                                         behaviours Clear succession 
  and the availability                                                          plans in place 
  of                              -- Loss of key management 
  talent to support               members could have 
  long-term                       a reputational impact 
  growth plans. 
 
  Risk decreased 
  The risk assessment 
  was 
  re-evaluated due to 
  set 
  of measures implemented 
  earlier in 2020 related 
  to succession planning. 
                                --------------------------------------------  -------------------------------- 
 

Statement of Directors' responsibilities in respect of the Annual Report and the financial statements

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law).

Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. In preparing the financial statements, the directors are required to:

   --   select suitable accounting policies and then apply them consistently; 

-- state whether applicable international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union have been followed for the group financial statements and United Kingdom Accounting Standards, comprising FRS 102 have been followed for the company financial statements, subject to any material departures disclosed and explained in the financial statements;

   --   make judgements and accounting estimates that are reasonable and prudent; and 

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and company's transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006.

The directors are responsible for the maintenance and integrity of the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' confirmations

The directors consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the group's and company's position and performance, business model and strategy.

Each of the directors, whose names and functions are listed in the Directors' Report confirm that, to the best of their knowledge:

-- the group financial statements, which have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the group;

-- the company financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS 102, give a true and fair view of the assets, liabilities, financial position and profit of the company; and

-- the Strategic Report includes a fair review of the development and performance of the business and the position of the group and company, together with a description of the principal risks and uncertainties that it faces.

In the case of each director in office at the date the directors' report is approved:

-- so far as the director is aware, there is no relevant audit information of which the group's and company's auditors are unaware; and

-- they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group's and company's auditors are aware of that information.

This responsibility statement has been approved and is signed on behalf of the Board by:

Joseph C. Brandt

President, Chief Executive Officer and Executive Director

ContourGlobal plc

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April 01, 2021 08:30 ET (12:30 GMT)

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