Section 172 Statement - The Financial Times Limited

This Statement applies to The Financial Times 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 a management board (the “Management Board”) for developing and implementing strategy, and for the day to day management of the business. Reporting to the Management Board, there are a number of decision-making committees across the Company. These committees help the Management Board to drive strategy, allocate resources and govern the approach to issues such as data usage and technology (including 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 Company needs to be strong from the inside out. Developing a clear set of brand values and personality helps the Company 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. 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 audiences 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 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 the 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 the Company’s progress against those plans.
s.172 (a)	In June 2024 the Board considered the extension of uncommitted internal funding facilities with its parent company Financial Times Group Limited. In deciding to approve this, the Board carefully considered the funding requirements of the Company 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 (b)	The Management Board continues to engage and consult with employees and their representatives on a regular basis, to enable the Board to have regard to their interests when making decisions. A detailed summary of this is covered in the Directors’ Report under Engagement with employees.
s.172 (c)	The Board recognises the importance of maintaining good working relationships with the Company’s suppliers, customers and others, and that effective engagement with these stakeholders is key in order to successfully deliver the Company’s strategy. A detailed summary of this is covered in the Directors’ Report under the section titled Engagement with suppliers, customers and others.
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 Company has again donated advertising space to organisations including 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 Company, during the year it was agreed to continue supporting FLIC with the provision of: A fourth donation of £25,000 (2023: £25,000); Five of the ten trustees; The continuation of a brand licence for the use of the FT brand; Office space and limited support services as an in-kind contribution; An FT Live hosted accessible webinar titled ‘How to be debt free’ on International Women’s Day; An FT Live panel event and publicity at the FT Weekend Festival; and The support of Company staff who continue to volunteer to support FLIC during their two days of annual volunteering time and beyond.
s.172 (f)	The Company remains a wholly owned subsidiary of 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 and Company 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 (a), (b), (c) and (e)	In 2024, the Company 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 Company 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.

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.