Section 172 (1) Statement
The directors have considered their duty under section 172 of the Companies Act 2006 to act in good faith and to promote the success of the Company for the benefit of its shareholders as a whole. In particular, the directors have had regard to:
• 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 environment
• the desirability of the Company maintaining a reputation for high standards of business conduct; and
• the need to act fairly as between shareholders of the Company.
This section of the report summarises the Group’s governance structure, which covers the values, and behaviours expected of its employees, engagement with stakeholders and how the directors look to ensure that the Group make decisions that drives long-term value creation.
Decision-making, values and governance
- The board is comprised of five highly experienced directors including two executive directors, three non-executive directors and the Chairman. Each member of the board has a vast depth of experience from differing career backgrounds and the majority of the directors have held their current position in the Group for over five years. Whilst there are certain matters that are reserved for the board (or investors) the board otherwise exercises day-to-day decision making through delegated authority to the Executive Management Team and employees. This authority is set out, and continually updated, in the Group Authority Framework (“GAF”).
- The Group’s values of Trust, Integrity, Innovation, Openness and Respect were chosen by employees and are core to the Group and set the tone for how employees treat each other and customers. These values are consistently referenced in employee communications, training and a quarterly awards scheme that recognises employees that demonstrate these. The Autovista Values Workshop was a program of Group-wide training run throughout 2019 focusing on these values. These values together with the approach to flexible working has helped develop the framework of the Group’s culture, which is reinforced through the actions of the Executive Management Team.
- The Group has a clear strategy which has been communicated to all employees throughout the business. This strategy ensures that all employees are clear on the focus of the business both in short term and long term (following five years). Each year the Board undertakes a detailed review of the Group’s strategy including the business plan for the following five years. Once approved by the Board the plan and strategy form the basis for financial budgets, resource plans and investment decisions. The board typically meet monthly to review the performance of the Group, engages in strategic discussions, approves plans of action to provide support to the Group through its various stages of growth and maintains an oversight of risk and compliance.
- The directors operate alongside a dedicated Risk and Compliance (“R&C”) team which is responsible for identifying, managing and reporting risk across the Group, ensuring compliance with policies, laws and regulations that govern the Group’s operating activities and supporting appropriate governance and decision-making. This also includes Business Continuity Planning across the Group with the aim of ensuring the safety of employees and the continued ability to operate under adverse trading conditions from severe weather, virus threats or the total loss of an office location. The risk framework includes a number of group policies which help support s172 requirements including the Anti-slavery and Human Tracking policy, Anti-bribery, Anti-facilitation of tax evasion and Whistleblowing policies. These policies are available on the Group intranet and have been included in training sessions. Throughout 2019, the Group conducted a group-wide “Understanding Governance, Risk & Compliance with Confidence” training course covering key points from group policies.
Investor, employees, customers, suppliers and community and environment
- Investor – investors holding a majority of all investor-voting shares are entitled to appoint any number of persons as investor directors. The quorum for Board meetings requires one investor director to attend. There were twelve Board meetings in 2019 and at each meeting at least one investor director was either present or consulted. The Board is committed to openly engaging with its investors through regular meetings and calls so that the investors understand the strategy and objectives and any feedback, issues or questions can be properly considered.
- Employees - the Group’s employees are fundamental to the success of the business and the Group strives to be a responsible employer in its approach to pay, benefits and career development whilst also maintaining a healthy work-life balance through flexible working. Examples of employee involvement include regular all staff webinars, an active employee forum, employee questionnaires and regular communication through the company intranet “Chassis”. Chassis records the numbers of views of articles by staff and it is common for articles to be read by over 90% of employees. The Group seeks to drive a culture of high performance and give employees the opportunity to learn, reach their potential and develop successful careers in a company they can be proud of. In 2019, the Group’s People Growth team delivered 178 training sessions that reached over 80% of all employees. The Group conducted an anonymous employee survey which provided positive feedback and demonstrated that flexible working was considered an extremely valuable benefit.
- Customers – the Group aims to provide high quality data and information to its customers and prides itself on developing high quality data products and services using innovation and proven research and development processes. The Group has a dedicated market research function responsible for working with customers to understand their business information needs prior to any new product development and at key points in the development process. This helps to steer the creation of new products and the redevelopment of existing ones, such as our dealer application. In 2019, the Group conducted a customer satisfaction survey across all existing products, which attracted over 4,500 responses in 12 countries.
- Suppliers - the Group aims to act responsibly and fairly in its engagement with suppliers and lenders since these parties are integral to the success of the business. The Group pro- actively seeks feedback from its suppliers. The Group is required to meet once a year with its lenders and in practice, meetings with lenders are held on a quarterly basis to update on past performance and future expectations.
- Community and the environment – the Group has a strong focus on sustainable business practices and is focused on trying to reduce negative impacts on the environment. The Group has a dedicated Corporate Social Responsibility (“CSR”) team with representatives from across the Group’s offices. Sustainability initiatives are measured against the MIT Office of Sustainability checklist with some offices already achieving bronze and silver status. The Group also encourages flexible working with its employees, which reduces the negative environmental impact from travel as well as a number of other green initiatives such as recycling of waste, electronic mailshots, interactive meetings and reduction of plastic waste.
On behalf of the board
1 June 2020