Section 172 Statement - Financial Times Group Limited
This Statement applies to Financial Times Group Limited (the "Company")
Section 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 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, 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 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 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 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 the FT Group to cohere and supports consistent decision-making.
During 2018 - 2019, an internal FT Governance Review Group held regular in-depth discussions about three broad, overlapping areas: oversight of the FT Group and its performance by its owner and sole shareholder, Nikkei; internal decision-making processes and transparency; and engagement, including employee engagement. An update to the recommendations of the Governance Review Group was published to all FT Group staff in February 2021, and these continue to be implemented with the endorsement of the Board.
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, Management Board or boards of companies within FT Group, 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. A proforma document has been developed in order to provide guidance to senior managers on the preparation of board papers to aid the Board in identifying the relevant stakeholder considerations in its decision-making.
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 |
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a) the likely consequences of any decision in the long term; and f) the need to act fairly between members of the company. |
The Board formally considers, approves and adopts strategic and operating plans and budgets annually as appropriate. During the year the group’s Consolidated Strategic Plan for 2022-2027 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 the Company’s progress against those plans. |
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a) the likely consequences of any decision in the long term; and c) the need to foster the and e) the desirability of the |
In September 2021 the Board approved the acquisition of an additional 39% stake in The Next Web B.V. (“TNW”) bringing the Company’s ownership stake in TNW to 90%. TNW is a Dutch registered events and media company with a focus on new technology and startups in Europe. In doing so, the Board considered the rationale for the transaction in terms of our corporate development strategy and the aim is to deepen the FT’s reach into the European technology community. Further synergies with FT Live, our existing events business, will also be developed. |
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b) the interests of the company's employees; |
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. |
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c) the need to foster the Company's business relationships with suppliers, customers and |
The Board recognises the importance of maintaining good working relationships with the FT Group’s suppliers, customers and others and that effective engagement with |
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and e) the desirability of the Company maintaining a reputation for high standards of business conduct;
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Reflective of the Board’s consideration of the FT Group’s impact on the community and the desire to maintain high standards of business conduct, the FT Group’s New Agenda messaging continued throughout 2021. As we emerged from the height of the pandemic in the second half of the year, the FT launched its latest brand campaign, titled ‘Letters to this New World’. The campaign featured hard-hitting open letters from FT Journalists, staff and influencers |
| d) the impact of the Company's operations on the community and the environment; |
In March 2021, the Management Board approved the Company’s commitment to reducing the FT group’s emissions to ‘net zero’ by 2050 or sooner. To meet this commitment the Management Board approved use of science-based targets to reduce total emissions through to 2030, in line with the goals of the Paris Agreement to limit global warming to 1.5C. Key elements of the necessary work relate to travel, our supply chain, and leveraging our influence in the wider business community and embracing the New Agenda of responsible capitalism. FT Group has again donated advertising space in the Financial Times newspaper to organisations working in areas that benefit the environment and the wider community. During the year, we donated space to Ethical Consumer, Business Declares and World Land Trust. In February 2021, FT launched the Climate Capital hub. The FT’s New Agenda calls on business leaders to promote stronger corporate purpose and challenges our readers to consider the implications of major societal shifts. By producing informative, actionable content related to climate change, FT is offering a guide to a theme that is fundamental to the future of the global economy. The FT’s Climate Change hub puts In November, to coincide with the 2021 UN Climate Change Conference (COP26), with support from the Management Board, FT.com content was free to read for a day, highlighting the importance of access to authoritative information about climate change and policy. |
| d) the impact of the Company's operations on the community and the environment; |
In April 2021 the Management Board agreed to support and formally approved the establishment of a financial literacy charity bearing the FT’s name: FT Financial Literacy and Inclusion Campaign (“FLIC”). FLIC replaces our annual charity appeal and runs an all year round reader appeal. Although it runs independently of FT Group it was agreed to support its establishment with the provision of: • an initial £25,000 donation, a pledge that has since been refreshed for the charity's second year of operation; |
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f) the need to act fairly as between members of the Company. |
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. |
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a) the likely consequences of any decision in the long term; and c) the need to foster the Company's business relationships with suppliers, customers and |
In 2020 the Management Board approved the establishment of a new subscriptions strategy, to help us to accelerate growth across our core audiences and diversify our In approving this strategy, the Management Board had particular regard to the long term interests of the FT Group and our relationship with our customers. Subsequently launched in 2021, the strategy takes account of long term transformational trends with the goal of extending FT’s reach and supporting new formats. The subscriptions strategy will adapt to follow audience needs. Throughout |
| e) the desirability of the Company maintaining a reputation for high standards of business conduct; | The Board approved the Company’s annual statement on Modern Slavery, and Tax Policy Statement. It has further 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 ensures 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 2021 and approved for issue by the board on 28 September 2022.