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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 Company’s 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.

During the year, the brand values of the Company and its wholly owned UK subsidiaries (the “FT Group”) have been reviewed and updated; the directors continue to ensure they are applied throughout the FT Group. The brand values, which are reflective of the Company’s desire to maintain a reputation for high standards of business conduct, 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, a Governance Review Group was established to review and enhance the FT Group’s governance policies and processes, ensuring alignment with best practice and developments in UK regulation. Made up of members of the Board (including the CEO), Management Board, senior journalists, representatives from our ultimate shareholder Nikkei and the company secretary, its goals were to:

  • Review and enhance the FT Group’s governance policies and processes, ensuring they align with UK standards and changes in UK regulation coming into effect in 2019.
  • Ensure that FT Group governance aligns with Nikkei governance, the Company being a private company wholly owned by Nikkei and sitting within the oversight mechanisms, internal and external, of Nikkei Inc.
  • Ensure that FT Group’s successful and dynamic business model is supported by robust and agile decision-making structures. These should underpin its continued stability, sustainability and growth in a sector characterised by constant disruption.
  • Enhance transparency and communications about FT Group governance for the benefit of employees, to create better awareness of the way decisions are made and by whom, enabling better planning and implementation of company strategy.

The review group held in-depth discussions about three broad, overlapping areas: oversight of FT Group and its performance by its owner and sole shareholder, Nikkei; internal decision-making processes and transparency; and engagement, including employee engagement. Recommendations of the Governance Review Group have been published to all staff and are being implemented with the endorsement of the Board.

The Company is not required to adopt a UK Corporate Governance code, however we strive for best practice and believe that our approach is broadly aligned with the Wates Corporate Governance Principles.

In February 2019, externally facilitated training was provided to all FT Group directors covering the duties of directors in the context of Section 172. On appointment to the Board and Management Board, new directors are also provided with training and guidance on their duties, and refreshers will be provided to all directors on a regular basis. Appointment letters for directors joining the Board and Management Board were formalised in 2019 to better reflect their statutory duties.

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. Guidance regarding the factors the Board must consider in their decision-making is available to senior managers who prepare board papers.

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 Matter

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. In 2019, it reviewed and discussed the 2020-2025 Strategic Plan with Nikkei management prior to its formal consideration and approval. The Management Board is regularly updated on and actively monitors the Company’s progress against these plans.

a) the likely consequences of any decision in the long term;

and

e) the desirability of the company maintaining a reputation for high standards of business conduct.

In February 2019, the Board considered and approved the acquisition of a 51% stake in The Next Web B.V. (“TNW”), a Dutch registered events and media company with a focus on new technology and startups in Europe, with the aim of deepening the FT’s reach into the European technology community and creating synergies with the existing events business, FT Live.

The Board considered the acquisition in terms of the FT’s corporate development strategy that has seen the FT diversify its business in strategic areas.

In considering the acquisition, the Board had regard to the importance of ensuring that editorial independence and standards of conduct at TNW are in line with the high standards maintained by the FT. Accordingly the Board ensured that TNW would comply with FT’s Editorial Code of Practice post- acquisition.

a) the likely consequences of any decision in the long term;

and

b) the interests of the company's employees;

and

c) the need to foster the company's business relationships with suppliers.

In April 2019, the Management Board considered and approved the transition of the product and technology teams supporting our ‘Specialist Titles’ to a supplier in Bulgaria, with the aim of achieving a significant increase in capability that will enable product and service enhancements, modernisation of the technology that underpins 'Specialist Titles', and the ability to expand and diversify to cover new markets and audience groups as part of the ‘FT Specialist’ business and product strategy.

In transitioning the team, the Management Board considered in particular the potential impact on employees and this enabled the transition to take place without any roles becoming redundant.

To encourage and foster a strong working relationship, the Management Board agreed that regular visits by senior management and Board to our key technology supplier in Bulgaria should be encouraged. This decision has further enhanced the relationship with the supplier, their understanding of the business and therefore their ability to support and engage with FT Group.

a) the likely consequences of any decision in the long term;

and

b) the interests of the company's employees.

In 2019, the Company moved headquarters and returned to its historical home at Bracken House. To enable staff opinion and concerns to be heard and considered ahead of the move, the Management Board endorsed the establishment of the New Bracken House Project Team. Each internal department nominated a representative to collect questions, concerns and opinions from their colleagues, to bring to a weekly meeting with the Project Team, and to relay information back to their respective teams.

A microsite was created to provide information, in addition to bi-weekly newsletters and information emails sent to all UK FT Group staff, who also had the opportunity to visit the new office in advance for a walk through.

During the move, each staff member was greeted on their first day, given directions and provided with a “welcome” bag.

The Management Board was updated on staff experiences of the move through a continuous process of feedback and improvement over the course of several weeks.

Overwhelmingly, staff feedback was good: on each first day in the new location, 97% of staff were working in under 30 minutes, and the move process was rated extremely positively by our teams.
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.
c) the need to foster the company's business relationships with suppliers, customers and others; 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. As the main trading entity of FT Group, a detailed summary of this is covered in the financial statements of The Financial Times Limited.
d) the impact of the company's operations on the community and the environment; In September 2019, The Financial Times Limited launched a brand campaign named the “New Agenda”, underlining the role of the FT as a trusted guide, putting the brand on the side of responsible business, and reinforcing our critical role in holding power to account. The campaign provoked debate about issues like slowing productivity and rising inequality, and their impact on liberal democracy
d) the impact of the company's operations on the community and the environment;

The Board recognises the importance of conducting business in a responsible manner in line with our brand values and the broader role of the FT in the media industry. Across the FT Group, we have established partnerships with a number of external organisations to encourage and support diversity in journalism and media organisations. In the UK, these include The Student View media literacy initiative and the Journalism Diversity Fund, to name just two.

We also work with multiple organisations and charities to offer mentoring, internships, work experience placements and workshops to young people from disadvantaged backgrounds and those with disabilities.
d) the impact of the company's operations on the community and the environment;

In 2019, the FT Group also supported the local community through Volunteering Matters, whereby FT volunteers assisted with reading in local schools and contributed funds to the programme.

The FT Group also offered work experience placements and workshops for local Southwark schools via the Southwark Education Business Alliance (SEBA).

The FT matches charitable donations up to £500 per year per employee and all employees may have up to two days of paid volunteer leave in any calendar year. It also contributes to local seasonal and sector specific events at St Bride’s Church. 
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 Interest 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.

As referred to above, the brand values of the FT Group were reviewed and updated in 2019 and the directors continue to ensure they are applied throughout the FT Group.
f) the need to act fairly as between members of the company. The Company is 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.


This statement was included in the Strategic Report of the Company for the year ended 31 December 2019 and it was approved for issue by the board on 03 December 2020.

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