Section 172 Statement - The Financial Times Limited
This Statement applies to The Financial Times 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 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, 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 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.
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 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, 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. 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 |
a) the likely consequences of any decision in and b) the interests of the company's employees; c) the need to foster the Company's business and e) the desirability of the Company maintaining a reputation for high standards of business conduct. |
In 2021 the Board reached a strategic decision to proceed with the closure of the group’s print site located at Bow in London. The print site was operated by St Clements Press (1988) Ltd (“SCP”) a wholly owned subsidiary of the Company, which was responsible for the printing of the Financial Times newspaper and other third party newspapers. In reaching its decision, the Board ensured that all 3rd party clients and suppliers had been given sufficient notice and were fully briefed with regard to our intentions. In addition, extensive engagement took place with a new third party printer ahead of the agreed final print date at the Bow site in March 2022. The Board anticipates that this move will provide the Company with significant operational flexibility and cost savings vs. printing copies at the Bow site. The Board also ensured that extensive engagement took place with all SCP employees affected by the closure through a commitment to continuously communicate with them. Monthly staff drop-in sessions were established with the Company’s HR team, to ensure the interests of the employees were properly considered. |
a) the likely consequences of any decision in and f) the need to act fairly as between members |
The Board formally considers, approves and adopts strategic and operating plans and budgets annually as appropriate. During the year the 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. |
b) the interests of the company's employees; |
The Management Board continues to engage and consult with |
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 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. |
d) the impact of the Company's operations on the community and the environment; and e) the desirability of the Company maintaining a reputation for high standards of business conduct; |
Reflective of the Board’s consideration of the Company’s impact on the community and the desire to maintain high standards of business conduct, the Company’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 encouraging reflection on life before and after the pandemic and gives voice to the lessons learned. It is the latest evolution of the New Agenda brand platform, which promotes the FT as the leading destination for analysis and leadership on important global trends and themes. |
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. The Company 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 climate change at the heart of the FT newsroom. In November, to coincide with the 2021 UN Climate Change |
d) the impact of the Company's operations on the community and the environment; |
In April 2021 the 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 the Company it was agreed to support its establishment with the provision of: • an initial £25,000 donation, a pledge that has since been |
f) the need to act fairly as between members of the Company. |
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 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. |
a) the likely consequences of any decision in and c) the need to foster the Company's business |
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 offerings to build a more robust business. This strategy focuses around four complementary pillars: FT.com and Apps - keeping our readers informed and up to date with our gold-standard journalism; In approving this strategy, the Management Board had particular regard to the long term interests of the Company 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 2021 the Management Board received regular updates, actively monitored and proactively responded to the Company’s progress against the evolving subscriptions strategy. |
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.