Section 172 Statement - Financial Times Group Limited
This Statement applies to Financial Times Group Limited (the “Company”) for the year ended 31 December 2024
Section 172 (1) (a) to (f) of the Companies Act 2006 (“s.172”) requires that “a director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
a) The likely consequences of any decision in the long term;
b) The interests of the company’s employees;
c) The need to foster the company’s business relationships with suppliers, customers and others;
d) The impact of the company’s operations on the community and the environment;
e) The desirability of the company maintaining a reputation for high standards of business conduct; and
f) The need to act fairly between members of the company.”
The statutory board (the “Board”) delegates responsibility to the FT group management board (the “Management Board”) for developing and implementing strategy, and for the day to day management of the FT’s global group (“FT group”) business. Reporting to the Management Board, there are a number of decision-making committees across the group. These committees help the Management Board to drive strategy, allocate resources and govern the approach to issues such as data usage and technology (including generative artificial intelligence), sustainability and compliance with the FT’s Editorial Code.
In performing their duties under s.172, the directors of the Company have had regard to the matters set out in s.172(1) as described below.
The Board recognises that to compete in an ever-changing world, the FT group needs to be strong from the inside out. Developing a clear set of brand values and personality helps FT group to cohere and supports consistent decision-making.
The directors continue to ensure that the brand values, which are reflective of the Company’s desire to maintain a reputation for high standards of business conduct, are applied throughout the Company and its wholly owned UK subsidiaries (“FT Group”). They are:
- Integrity : we are truthful, accurate, ethical and decent;
- Trust : we deliver on our commitments;
- Curiosity : we are open minded and eager to learn, always exploring new ideas;
- Subscriber focus : we have an unmatched understanding of our subscribers and channel our resources to meet their needs;
- Ambition : we are leaders not followers, aiming to be the best and make a difference;
- Inclusion : we value different perspectives and experiences, making us truly global in outlook.
The Company is not required to adopt a UK Corporate Governance code, however we continue to strive for best practice and believe that our approach is broadly aligned with the Wates Corporate Governance Principles.
On appointment to the Board, new directors are provided with training and guidance on their duties, and formal appointment letters are issued to directors joining the Board and Management Board which reflect their statutory duties. The same processes are applied to new directors appointed to any FT Group subsidiary company.
The Board’s decision making is appropriately informed by s.172 factors, which are actively considered and referenced in board minutes and aided by the inclusion of these factors in board papers to the extent relevant.
The following table provides further examples of the effect that having regard to the s.172 factors has had on the Company’s decisions and strategies during the financial year.
| Section 172 (1) factors | Matter |
|
s.172 (a) and (f) |
The Board formally considers, approves and adopts strategic and operating plans and budgets annually, as appropriate. During the year FT group’s Consolidated Strategic Plan for 2025-2030 was reviewed and discussed with Nikkei management prior to its formal approval and adoption by the Board. The Management Board is regularly updated on, and actively monitors and proactively responds to progress against those plans. |
|
s.172 (a), (b), (c), (d), (e) and (f) |
The Management Board approved the establishment of FT Ventures as the corporate venture arm of the FT group. Launched in February 2024, the goal is to invest in high growth, innovative companies operating in the global information industry. FT Ventures is part of a corporate development strategy that has seen the FT group diversify its business into new sectors and bolster growth through M&A, strategic investments and partnerships. It seeks to back ambitious founders who want to shape the future of the world’s information industry, and aims to do so by investing in businesses operating in the areas of media, data, intelligence or their underlying technologies. Throughout the year the FT Ventures Management Board approved new investments in:
|
|
s.172 (a), (b), (c) and (e) |
In 2024, the FT group advanced its long-standing commitment to digital transformation by investing significantly in AI capabilities across the organisation. This included launching the AI Transformation Programme to enhance workforce AI fluency through training, tools, and practical experience. More than 2,000 employees now use ChatGPT, with 1,400 engaging weekly, reflecting widespread adoption. Innovation was evident in the launch of new AI-powered services such as Ask FT, a generative AI tool for professional subscribers, alongside a personalised paywall, enhanced search, and improved customer service features. These developments are aimed at improving user experience, supporting operational efficiency, and enhancing editorial workflows and content discovery. The FT also reinforced its leadership in the digital media sector by becoming one of the first media organisations to form a strategic partnership and licensing agreement with OpenAI. This collaboration ensures responsible use of AI and the protection of the FT’s intellectual property while enabling the group to gain early insight into how content is accessed and used by AI models. These initiatives are aligned with the Board’s commitment to responsible innovation, delivering long-term value to stakeholders and maintaining the FT’s reputation for high-quality journalism and technological leadership. |
|
s.172 (a) |
In June 2024, the Board considered the option to exercise the extension of the Company’s £100m committed funding facility with one of our primary banking partners by one year to July 2026; and the extension of the uncommitted internal funding facilities with The Financial Times Limited, the Company’s main trading subsidiary in the UK. In deciding to approve this, the Board carefully considered the funding requirements of the Company and FT group including the impact of persistently higher than desired inflation and interest rate environment, the latest outturn performance for 2024, the strategic plan for 2025-2029 and all identified major planned expenditures. |
|
s. 172 (a), (e) and (f)
|
In October 2024 the Board approved the payment of an interim dividend of £1.928m out of the accumulated profits of the Company to its sole shareholder, Nikkei, Inc. In considering and approving the dividend the Board had regard to the dividend expectations agreed with Nikkei, Inc. together with the Company’s financial considerations including the cash position of the Company and the FT group, any identified risk of the impairment of the carrying value of investments in group entities, the utilisation of the Company’s funding facilities and shareholder and broader stakeholder interests. |
| s.172 (b) |
The Board has engaged with and consulted FT Group employees and their representatives on a regular basis, to enable the Board to have regard to their interests when making decisions. As the main employing entity of FT Group, a detailed summary of this is covered in the financial statements of The Financial Times Limited. |
|
s.172 (c) |
The Board recognises the importance of maintaining good working relationships with the FT Group’s suppliers, customers and others and that effective engagement with these stakeholders is key in order to successfully deliver the FT Group's strategy. A detailed summary of this is covered in the financial statements of The Financial Times Limited. |
|
s.172 (b) |
The Board has engaged with and consulted FT Group employees and their representatives on a regular basis, to enable the Board to have regard to their interests when making decisions. As the main employing entity of FT Group, a detailed summary of this is covered in the financial statements of The Financial Times Limited. |
|
s.172 (c) |
The Board recognises the importance of maintaining good working relationships with the FT Group’s suppliers, customers and others and that effective engagement with these stakeholders is key in order to successfully deliver the FT Group's strategy. A detailed summary of this is covered in the financial statements of The Financial Times Limited. |
|
s.172 (a), (d) and (e)
|
Throughout the year, the Sustainability Steering Committee, a sub-committee of the Management Board, continued to coordinate efforts to meet the emissions reduction targets set by the Management Board. This work focused on sourcing and implementing a new carbon accounting tool that will enhance our ability to measure, analyse and report on emissions more accurately across our operations. We also made a step change in transparency by publicly reporting on our sustainability performance for the first time and publishing a new environmental sustainability commitment. Internally, we introduced a comprehensive sustainability policy to guide staff in embedding environmental considerations into their day-to-day work. Endorsed by the Management Board, our internal Employee Resource Groups identify organisations aligned with their missions that could benefit from complementary print advertising space in the Financial Times newspaper. In 2024, the FT Group has again donated advertising space to Mencap, OUTSpoken, GiveOut, It’s Humanly Possible, UNESCO, Refuge, Make Us Visible, and Notpla, helping to amplify their work and impact. |
|
s.172 (d) |
The Board continued its support to the financial literacy charity bearing the FT’s name: FT Financial Literacy and Inclusion Campaign (“FLIC”). Although it runs independently of the FT Group, during the year it was agreed to continue supporting FLIC with the provision of:
|
| s.172 (f) | The Company remains wholly owned by Nikkei, Inc., a privately owned Japanese registered company. The Company’s CEO reports to the Chairman of Nikkei on the overall performance of the FT group as set out in regular detailed business reports. Nikkei is represented on the Company’s statutory and management boards and the Company is subject to oversight by the audit and supervisory boards of Nikkei. |
| s.172 (e) | The Board approved the Company’s annual Modern Slavery Statement and Tax Policy Statement. It has also ensured that robust policies are in place on Anti-Bribery and Corruption, Conflicts of Interests and Whistleblowing, as well as a stringent Editorial Code of Practice. The Board continues to ensure that all policies are effectively communicated to FT Group employees and that periodic reviews are undertaken to renew and refresh policies as appropriate. |
This statement was included in the Strategic Report of the Company for the year ended 31 December 2024 and approved for issue by the board on 11 September 2025.