The Directors of Jet2 plc – and those of all UK companies – must act in accordance with a set of duties detailed in the Companies Act 2006 which include, in Section 172, a duty to promote the success of the company for the benefit of its members as a whole. In so doing, the Directors must have regard (amongst other matters) to the following factors:
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 customers, suppliers 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 as between members of the company.
In our Annual Report & Accounts, we provide examples of how we have thought about the likely consequences of long-term decisions and how we balance the needs and expectations of a range of stakeholders with those of the business. The Company regards the key stakeholders relevant to its success to be our Colleagues, Customers, suppliers, shareholders, communities and the environment. More detail on how the Board has had regard to the matters set out in Section 172 and how it has engaged with key stakeholders and developed relationships with them during the year is set out on pages 54 to 58 of the Annual Report & Accounts.
In making decisions during the year ended 31 March 2024, the Board of Directors believe they have given due consideration to the factors detailed above. In addition, they consider that both individually and collectively they have acted in good faith and in a manner likely to promote the Company’s success for the benefit of its members as a whole.
The Board, led by the Chairman, ensures that its decision-making processes consider the interests of key stakeholders and that there is sufficient time, information and understanding to properly assess the long-term implications of such decisions.
Appropriate stakeholder engagement is achieved through various means: direct interaction by Board members; receiving reports from management who engage directly with stakeholders; and addressing specific stakeholder interests in papers which are presented to the Board.
Supported by the Company Secretary, the Chairman monitors the adequacy of the training received by all new and existing Directors on their duties, including those under Section 172.
The Board recognises that stakeholder groups will not remain static and can be affected by changes in strategy, legislation or business requirements. Consequently, they are regularly reviewed along with engagement mechanisms to ensure they remain appropriate.
The consequences of decisions in the long term
The leisure travel industry is dynamic and fast-moving, and the Board must remain agile in order to respond to opportunities or emerging issues as they present themselves to ensure that the best interests of all stakeholders are served. During the year, the Board welcomed three new independent Non-Executive Directors – Simon Breakwell, Angela Luger and Rachel Kentleton, whose breadth of experience will be invaluable in supporting the business through the next phases of its development to the benefit of all stakeholders.
The Directors fulfil their duties through the governance framework on page 87 of the Annual Report & Accounts which delegates day-to-day decision-making to the management of the Group, reflecting the highly regulated environment in which the Group operates. The Board is mindful that decisions have a long-term impact, and that a number of its contractual commitments will remain with the Group for many years to come.
The Group continues to progress towards its Net Zero 2050 pledge. Our long-term commitment to purchase 146 Airbus A321neo aircraft, investment in SAF at London Stansted, Bristol and Malaga airports a year ahead of the UK and EU SAF mandates, the continued roll out of our Certified Sustainable Hotels collection and meeting our carbon intensity reduction targets to date, have wide ranging effects on our stakeholders and the communities where we operate.
The Group’s Sustainability Steering Committee ensures that decisions with regard to the Jet2 Net Zero 2050 commitment acknowledge and balance the needs of our stakeholders appropriately. Further detail of our commitment can be found on pages 59 to 68 of the Annual Report & Accounts.
High standards of business conduct
The Board recognises the importance of corporate governance, and a description of how the Group has complied with the UK Corporate Governance Code 2018 can be found on pages 86 to 94 of the Annual Report & Accounts.
The Board recognises that modern slavery and human trafficking are significant issues that pose a challenge for businesses worldwide. Consequently, it has a zero-tolerance approach to both and has committed to continually review its practices to combat them and expects its suppliers and contractors to uphold the same values. The Board will not conduct business knowingly with anyone engaged in slavery or human trafficking practices or knowingly permit them to be carried out in any part of its business.
The Modern Slavery Act requires the Company to publish an annual slavery and human trafficking statement. The latest statement can be found on the Jet2 plc website at www.jet2plc.com/modern-slavery-act/.
The Group manages its tax affairs responsibly and seeks to build constructive relationships with relevant tax authorities. During the year, the Board reviewed and approved the Group’s Tax Policy, with the Group Chief Financial Officer providing regular updates to the Board on tax matters generally. In addition, HM Revenue & Customs conducted their periodic business risk review of the tax regimes under which the Group operates, with the outcome being reconfirmation of the Group’s low-risk tax status.
The Group’s Supplier Code of Conduct sets out the minimum standards, expectations and behaviours that we require from all our Suppliers, including by their own colleagues and supply chains.
The Board expects all of its Colleagues to observe the high standards contained within the Group’s policies in relation to anti-bribery and corruption, data protection, equality, diversity and inclusion, IT security, fraud and whistleblowing, each of which is reinforced through appropriate training.
Acting fairly between members of the Company
The Company has only one class of share in issue and as such all shareholders benefit from the same rights as set out in the Company’s Articles of Association. The Board recognises its legal and regulatory duties and does not take decisions or actions, such as selectively disclosing confidential or inside information, that would provide any shareholder with an unfair advantage. Detail of the engagement with shareholders is also included in the Corporate Governance Statement which can be found on pages 86 to 94 of the Annual Report & Accounts.
