Xtrackers ETC Public Limited Company
Directors' report (continued)
Principal risks and uncertainties (continued)
Currency Risk (continued)
Movements in the value of the underlying Precious metals and Precious metals due from Series Counterparty, and thus the value of the ETC Securities,
may vary widely which could have an impact on the demand for the ETC Securities issued by the Company. These movements are shown in note 11 and
12.
Climate Risk
The directors acknowledge that climate change is an emerging risk impacting the global economy and will continue to be of interest to all stakeholders
with a focus on how climate change is expected to impact the operations of the precious metals industry in areas such as mining, processing,
warehousing, transportation, societal response and the regulatory environment in the future. However, having considered such factors relating to
climate change, the directors have determined that there are no direct or immediate impacts of climate change on the business operations of the
Company. Given this, there is no basis on which to provide extended information of analysis relating to climate change risks on the business operations
of the Company. Furthermore, the directors conclude that at present there is no material impact to the fair value of financial instruments, assets and
liabilities of the company. The directors recognise that governmental and societal responses to climate change risks are still developing and the future
impact cannot be predicted. Therefore, the future fair value of assets and liabilities may fluctuate as the market responds to climate change policies,
physical events and changes in societal behaviours. The Directors are currently assessing whether the Corporate Sustainability Reporting Directive
(“CSRD”) will impact the Company.
Geopolitical Risk
The business of the Company may be affected by factors that are beyond the Company’s control, such as geopolitical, economic and business
conditions. Current conflicts and possible outbreaks elsewhere in the world may lead to instability in certain regions together with sanctions being
imposed against certain countries, companies and/or individuals which could have an adverse economic impact.
Results and dividends for the year
The results for the year are set out on page 17. The Directors do not recommend the payment of a dividend for the year ended 30 September 2024 (2023:
Nil).
Corporate Governance Statement
General Principles
The Company is subject to and complies with Irish statute comprising the Companies Act 2014. As the Company’s ETC Securities have been admitted
to trade on the regulated market of the Frankfurt Stock Exchange, the Borsa Italiana, and the London Stock Exchange., the Company adheres to the
Listing Rules of these exchanges in so far as it relates to an overseas company trading in secured metal linked debt securities.
The Board of Directors of the Company is responsible for establishing and maintaining adequate internal control and risk management systems for the
Company in relation to the financial reporting process. Such systems are designed to manage rather than eliminate the risk of failure to achieve the
Company’s financial reporting objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.
Board Composition
In accordance with the Company’s Articles of Association, the number of Directors, from time to time, shall be not less than two and not more than
twelve. The Company may from time to time, by ordinary resolution, increase or reduce the number of Directors provided that any resolution to appoint
a director approved by the members that would result in the maximum number of Directors being exceeded shall be deemed to constitute an ordinary
resolution increasing the number of Directors to the number in office following such a resolution of appointment.
The Directors are responsible for managing the business affairs of the Company in accordance with the Constitution of the Company, which allows it
to enter into contracts and perform all tasks necessary to conduct the business of the Company. The directors may delegate certain functions to the
Administrator and other parties, subject to supervision and direction by the directors.
Internal Control and Risk Management Systems in Relation to Financial Reporting
The Directors are responsible for establishing and maintaining adequate internal control and risk management systems of the Company in relation to
the financial reporting process. Such systems are designed to manage rather than eliminate the risk of failure to achieve the Company's financial
reporting objectives. The Board has put in place a formal procedure to ensure that relevant accounting records for the Company are properly maintained
and are readily available and includes the procedure for the production of half yearly and annual audited financial statements for the Company. The
annual audited financial statements of the Company are produced by the Corporate Administrator, reviewed by the Programme Administrator, then
presented to the Board of Directors for consideration and approval and are filed with the Companies Registration Office in accordance with the
provisions of the Transparency (Directive 2004/109/EC) Regulations 2007.
European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006
The Company is not subject to the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 and therefore not required to
include information relating to voting rights and other matters required by those Regulations and specified by the Companies Act 2014 for our
consideration.
Board Appointments
The Directors who served during the financial year are shown on page 1.
Audit Committee
As set out in Section 1551 (11) (c) of the Act, a Company issuing asset backed securities may avail itself of an exemption from the requirements to
establish an audit committee. The sole business of the Company relates to the issuing of asset-backed securities. Given the contractual obligations of
the Administrator and the limited recourse nature of the securities issued by the Company, the Board of Directors have concluded that there is currently
no need for the Company to have a separate audit committee in order for the Board to perform effective monitoring and oversight of the internal control
and risk management systems of the Company. The Board monitors the audit process and the independence of the statutory auditor. Accordingly, the
Company has availed itself of the exemption under Section 1551 (11) (c) of the Act not to establish an audit committee.