Deluxe UK Holdings Limited
Section 172(1) Statement
The revised UK Corporate Governance Code ('2018 Code') was published in July 2018 and applies to accounting periods beginning on or after 1 January 2019. The Companies (Miscellaneous Reporting) Regulations 2018 ('2018 MRR') require Directors to explain how they considered the interests of key stakeholders and the broader matters set out in section 172(1) (A) to (F) of the Companies Act 2006 ('Sl 72') when performing their duty to promote the success of the Group under Sl 72. This includes considering the interest of other stakeholders which will have an impact on the long-term success of the Group. The Board welcomes the direction of the UK Financial Reporting Council (the 'FRC'). This S172 statement explains how the Directors have engaged with suppliers, and other stakeholders.
The S 172 statement focuses on matters of strategic importance to the Company, and the level of information disclosed is consistent with the size and the complexity of the business.
General confirmation of Directors' duties
The Company's Board has a clear framework for determining the matters within its remit. Key financial and strategic thresholds have been identified requiring Board consideration and approval.
When making decisions, each Director ensures that he/she acts in the way he/she considers, in good faith, would most likely promote the Company's success for the benefit of its members as a whole, and in doing so have regard (among other matters) to:
S172(1) (A) "The likely consequences of any decision in the long term"
The Directors understand the business and the evolving environment in which we operate, including the challenges of navigating through the digital transition. The strategy set by the Board is intended to strengthen our position as a leading digital intermediary Company by providing bespoke solutions and services while keeping safety and social responsibility fundamental to our business approach. The Directors recognise how our operations are viewed by different parts of society and that some decisions they take today may not align with all stakeholder interests. Given the complexity of the digital transition, the Directors have taken the decisions they believe best support strategic ambitions.
S172(1) (C) "The need to foster the Company's business relationships with suppliers, customers and others"
Delivering our strategy requires strong mutually beneficial relationships with suppliers, customers and business partners, The Company seeks the promotion and application of certain general principles in such relationships such as honesty, clarity, good relationship management. Many of our suppliers are long standing demonstrating a continuous effort to sustain healthy and mutually beneficial partnerships over time.
S172(1) (D) "The impact of the Company's operations on the community and the environment"
The Board continues to seek new and meaningful ways to positively impact communities and reduce its impact on the environment.
S172(1) (E) "The desirability of the Company maintaining a reputation for high standards of business conduct"
The Company aims to operate in ways which are economically, environmentally, and socially responsible.
The Board periodically reviews and approves clear frameworks, such as Code of Conduct, specific Ethics & Compliance manuals, and its Modem Slavery Statements, to ensure that its high standards are maintained both within businesses and the business relationships we maintain.
S172(1) (F) "The need to act fairly as between members of the Company"
After weighing up all relevant factors, the Directors consider which course of action best enables delivery of our strategy through the long-term, taking into consideration the impact on stakeholders. In doing so, our directors act fairly between the Company's members but are not required to balance the Company's interest with those of other stakeholders, and this can sometimes mean that certain stakeholder interests may not be fully aligned.
Culture
The Board recognises that it has an important role in assessing and monitoring that our desired culture is embedded in the values, attitudes, and behaviours we demonstrate, including in our activities and stakeholder relationships. The Board has established honesty, integrity, and respect for people as the Company's core values. The Code of Conduct, and Code of Ethics help everyone at the Company act in line with these values and comply with relevant laws and regulations. The Company's Commitment and Policy on Health, Safety, Security, Environment & Social Performance applies across the Company and is designed to help protect people and the environment. We also strive to maintain a diverse and inclusive culture.
Stakeholder engagement (including employee engagement)
1. Vendor engagement
The Company seeks the promotion and application of certain general principles in such relationships such as honesty, clarity, good relationship management. Many of our suppliers are long standing demonstrating a continuous effort to sustain healthy and mutually beneficial partnerships over time.
How the directors (and under their direction management) engage clients:
• Responsible procurement practices
• Negotiate contract renewals with vendors as and when contracts approach expiration.
Key topics of engagement and what feedback and input did management obtain:
• Pricing and contractual provisions not always in line with strategic direction of the Company. Outcomes and actions:
• Focus more on cost reduction and leverage the long-term existing relationships with vendors to achieve better pricing.
2. Shareholder engagement
We create value for our shareholders by generating sustainable and robust results.
How the directors (and under their direction management) engage shareholders:
• Regular meetings
• Presentation of monthly results to the shareholders
Key topics of engagement and what feedback and input did management obtain:
• Continued focus on financial performance and generating long term positive cash flows. Strategic investments.
3. Communities and Environment.
Our business has been proactive in community involvement and is cognisant of its environmental impact. Our community engagement has involved:
Local school tours of our business to support education and awareness
Charity partnerships with Shelter and Medicinema
Supporting staff volunteer days with local charity Ealing Mencap.
Streamlined energy and carbon reporting
As required by changes introduced by the 2018 Regulations of the Companies Act 2006, regarding Streamlined Energy and Carbon Reporting (SECR), the Company has performed an assessment of their UK energy use and associated greenhouse gas emissions relating to gas, electricity, and transport fuel. Since the consumption of energy in the year falls below 40 MwH, the directors consider the Company to be a low energy user and therefore no disclosure is required.
This report was approved by the board on August 30, 2023 and signed on its behalf by:
M Gunter
Director
Date August 30, 2023
Company Registration number 05677041
