CONSIDERING STAKEHOLDERS IN DECISION MAKING

The Board of Directors acts to promote the long-term success of the Company for the benefit of shareholders as a whole, and in doing so recognises the importance of having due regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006, being:

  • The likely consequences of any decision in the long term;
  • The interests of the Company’s employees;
  • The need to foster the Company’s business relationships with suppliers, customers and others;
  • The impact of the Company’s operations on the community and the environment;
  • The desirability of the Company maintaining a reputation for high standards of business conduct; and
  • The need to act fairly as between members of the Company.

The Board receives regular training on directors’ duties, including refresher training on the duty under section 172 during the year, and new directors appointed to the Board receive tailored, individual briefings on their duties.

How considering stakeholders in decision making works in practice

The Group engages regularly with its stakeholders. This engagement is largely conducted by the Group’s management team, as part of the day-to-day management of the Group delegated by the Board to the management team, although the Board will also engage directly with stakeholders as appropriate.

Where stakeholder engagement has been conducted by management, the stakeholder issues are considered at Board level through regular updates from the Acting CEO and senior management.

This will include presentations by members of the senior management team to the Board on particular stakeholder considerations, and the Board will discuss feedback received from stakeholders directly with the management team. Considerations relating to stakeholder matters are also included in management papers prepared for the Board, as appropriate.

As part of its discussions and decision making process, the Board will take into account relevant stakeholder considerations and the potential impacts of their decisions on such stakeholders and the environment. This will include considering the impact of competing stakeholder interests, and the Board is cognisant of the fact that some of its decisions may have an adverse impact on certain stakeholders or affect different stakeholder groups in different ways.

The stakeholder groups which the Board has identified as being fundamental for an effective, successful business, together with the engagement activities carried out by the Group in 2020, are outlined on pages 40 to 43.

In addition to these stakeholder groups, the Board considers the likely consequences of decisions in the long term, the impact of the Group’s operations on the community and the environment and the importance of maintaining a reputation for high standards of business conduct.

The Board will also be guided in its decision-making by the Group’s purpose and values and its strategic framework.

Further details on the Group’s approach to the matters outlined in section 172 can be found in the annual report.