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In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: On December 8, 2023, the Company acquired QGP Química Geral S.A.
−Removed: As permitted by related SEC staff interpretive guidance for newly acquired businesses, management has excluded QGP from its assessment of the effectiveness of the Company’s internal control over financial reporting.
−Removed: QGP represents less than 2% of the total assets of the Company, excluding goodwill and other intangible assets, and less than 1% of the total revenues of the Company, as of and for the year ended December 31, 2023.
−Removed: Based on criteria in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission the evaluation of our management, including the
−Removed: Chief Executive Officer and the Chief Financial Officer, concluded that the Company did maintain effective internal control over financial reporting as of December 31, 2023.
+Added: Based on criteria in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission the evaluation of our management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company did maintain effective internal control over financial reporting as of December 31, 2024.
Our independent registered public accounting firm PricewaterhouseCoopers LLP, has audited our Consolidated Financial Statements and the effectiveness of our internal control over financial reporting as of December 31, 2024.
1 unchanged sentence
Changes in Internal Controls over Financial Reporting
+Added: As previously disclosed, we are continuing with the development of a new, company-wide, information system platform which began in 2022.
+Added: The new platform provider is well established in the market.
+Added: The implementation is a phased, risk-managed, site deployment following a multistage user acceptance program with the existing platforms providing a fallback position.
+Added: We have implemented the new platform for a number of our sites across EMEA and ASPAC in the third quarter of 2024.
+Added: In connection with this implementation, the Company has updated, and continues to update, its internal controls over financial reporting, as necessary, to accommodate modifications to its business processes and accounting procedures.
There were no changes to our internal control over financial reporting which were identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
3 unchanged sentences
Item 10 Directors, Executive Officers and Corporate Governance
−Removed: The information set forth under the headings “Election of two Class II Directors,” “Corporate Governance – Board Committees – Audit Committee– Audit Committee Financial Expert,” “Information about the Executive Officers” and “Delinquent Section 16(a) Reports” in the Proxy Statement for the Annual Meeting of Stockholders to be held on May 10, 2024 (“the Proxy Statement”) is incorporated herein by reference.
+Added: The information set forth under the headings “Election of three Class III Directors,” “Corporate Governance – Board Committees – Audit Committee– Audit Committee Financial Expert,” “Information about the Executive Officers” and “Delinquent Section 16(a) Reports” in the Proxy Statement for the Annual Meeting of Stockholders to be held on May 9, 2025 (“the Proxy Statement”) is incorporated herein by reference.
The Board of Directors has adopted a Code of Conduct that applies to the Company’s directors, officers and employees, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer.
64 unchanged sentences
Nonqualified Deferred Compensation Plan.* (Incorporated by reference to Exhibit 10.19 to the Registrant’s Form 10-K filed February 22, 2022) .
+Added: Innospec - 2024 Performance Shares Grant Agreement * (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed May 10, 2024).
+Added: Innospec - 2024 Time-Based Shares Grant Agreement * (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed May 10, 2024).
+Added: Extension Request for Multicurrency Revolving Facility Agreement and Confirmation (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on May 21, 2024).
Principal Subsidiaries of the Registrant (filed herewith).
4 unchanged sentences
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
+Added: Insider Trading Policy (filed herewith).
Innospec Inc.
−Removed: Clawback Policy (filed herewith).
+Added: Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Registrant’s Form 10-K filed February 14, 2024).
INLINE XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT.
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/s/ LAWRENCE J.
−Removed: /s/ ROBERT I.
/s/ LESLIE J.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.