Open drawer menu
Contact us

Section 172 Statement - The Financial Times Limited

This Statement applies to The Financial Times 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 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 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 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 operating plan 2026 and strategic plan for the financial years 2027 - 2031 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 2025 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 in relation to project funding, the interest rate environment, the latest outturn performance for 2025 and the strategic plan for 2026-2030.

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), (b), (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 Company 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 Company, during the year it was agreed to continue supporting FLIC with the provision of: 

  • A fifth donation of £25,000 (2024: £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 ‘Financial wellbeing reset: Building healthier financial habits’ held close to International Women’s Day; 

  • An FT Live panel event and publicity at the FT Weekend Festival;

  • The support of Company staff who continue to volunteer to support FLIC during their two days of annual volunteering time and beyond; and

  • A full scale Seasonal Appeal at Christmas in the FT and some of our specialist publications, including advertising space and editorial promotion aimed at directing reader philanthropy to the charity.

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 2025, the Company 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.

Further examples of the effect that having regard to the s.172 factors has had on the wider FT group’s decisions and strategies (including on the Company) during the financial year are covered in the financial statements of Financial Times Group Limited. 

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

Back to top