Section 172 Statement - Financial Times Group Limited
This Statement applies to Financial Times Group Limited (the “Company”) for the year ended 31 December 2025
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 the day-to-day oversight and strategic 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 FT 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 in the areas most relevant to the Company, in particular director responsibilities and stakeholder engagement.
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 operating plan 2026 and strategic plan for the financial years 2027 - 2031 were 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) | FT Ventures, the corporate venture arm of the FT group, invests in strategically relevant, high-growth companies across the global information industry. During 2025, the FT Ventures Management Board approved two new transactions:
In approving each investment, the Board had regard to the long-term strategic and financial benefits to the FT group, the opportunity to develop valuable commercial relationships in adjacent sectors, and the alignment of each investment with the group's commitment to responsible innovation and its reputation for high standards of business conduct. |
s.172 (a), (b), (c) and (e) | In 2025, the FT group built on its long-standing commitment to digital transformation, with the Management Board overseeing continued investment in AI to support journalism, improve efficiency and unlock new opportunities. The Management Board received regular updates on AI-enabled products, including Ask FT for professional subscribers, in-article AI-generated summaries and translation, and AI-powered audio briefings. Established in September 2024, the AI Transformation Programme delivered a broad range of objectives to ensure a co-ordinated response to this technology, with a core focus on measurable improvements in AI literacy. In February, the programme led the creation and publication of the FT’s first Responsible and Ethical AI Framework. It also oversaw a review of the FT’s AI impact by the cross-company AI Taskforce. In July, following review of the resulting AI Impact Report, the Management Board agreed to move from experimentation to a more strategic, enterprise-wide approach, balancing efficiency, quality and revenue generation through iterative six-monthly reviews. The Management Board also approved investment in the foundational technology and data capabilities needed to scale AI responsibly, including a multi-year cloud infrastructure contract and a data modernisation programme. The FT reinforced its leadership role in the wider debate on responsible AI, with the Management Board supporting senior leadership and public policy teams on AI copyright, intellectual property protections and the need for regulatory guardrails around fair use by the technology sector. AI risk was also added to the Management Board’s risk oversight cycle. These initiatives support the Board’s commitment to responsible innovation, long-term stakeholder value and maintaining the FT’s reputation for high-quality journalism and technological leadership. |
s.172 (a), (b), (c), (d), (e) and (f) | In March 2025, the Board approved the acquisition of Invisso, a premier organiser of events for the structured finance, bond and private credit markets, from Delinian. The acquisition strengthened FT Live's premium events offering, reinforced our commitment to delivering exceptional experiences for our audiences, and expanded our premium events presence worldwide. In reaching its decision, the Board considered the acquisition in the context of the FT group corporate development strategy, having regard to Invisso's financial performance, the due diligence outcomes, risks and mitigations, the interests of Invisso and FT group employees, the key transaction terms, and the valuation. The Board was satisfied that there was a strong strategic rationale for the acquisition, reflecting its view that Invisso is a highly attractive business that will deliver both strategic and financial benefits to the FT group in the coming years. Invisso’s world-class capital markets conferences joined FT Live’s fixed income events portfolio dedicated to creating highly efficient capital market gatherings. |
s. 172 (a), (b), (e) and (f)
| In March 2025, John Ridding announced he would step down as Chief Executive Officer on 30 June 2025. Following Nikkei's succession and governance process, Jon Slade was appointed to the role, effective from 1 July 2025. Throughout the succession process, the Board focused on ensuring continuity for employees, maintaining strategic direction and upholding the FT's editorial and business standards. These considerations supported the long-term interests of the Company and its shareholder, ensuring a smooth and effective leadership transition. |
s.172 (a) | In June 2025, 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 2027; 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 FT group’s funding requirements in relation to project funding, the interest rate environment, the latest outturn performance for 2025 and the strategic plan for 2026-2030. |
s.172 (a), (e) and (f) | In September 2025 the Board approved the payment of an interim dividend of £3.633m 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 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 (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. Building on last year's work, we onboarded a new carbon accounting platform, giving the Management Board greater confidence in the accuracy and timeliness of our footprint data. We also embedded stronger sustainability criteria into procurement and due diligence processes, and the Management Board agreed flight budgets and monthly travel emissions reporting to maintain accountability against our Science Based Targets. 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 2025, the FT Group has again donated advertising space to Mencap, Outright International, People Like US, Trees for Cities, Women for Women International, Refugee Council, UNESCO and The Forward Trust, 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:
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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 (b) and (e) | During the year the Board approved the Company’s annual Modern Slavery Statement and Tax Policy Statement, as well as an updated Code of Conduct. The Board ensures the appropriate maintenance of a stringent Editorial Code of Practice and a robust framework of internal policies, which are effectively communicated to FT group employees. The Management Board also approved a new independent, external whistleblowing platform providing employees with a confidential channel to raise any concerns. |
This statement was included in the Strategic Report of the Company for the year ended 31 December 2025 and approved for issue by the board on 14 August 2026