Section 172(1)(a) to (f) of the Companies Act 2006 (“s.172”) requires a director of a company to act in the way which he/she 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 so doing, to have regard (amongst other matters) to the following factors:
(a) the likely consequences of any decision in the long term;
The Directors consider, both individually and collectively, that they have taken these factors into account when exercising their duty to promote the success of the Group during the year.
The Board, led by myself, ensures that its processes consider key stakeholders and that there is sufficient time, information and understanding to properly assess their interests when making decisions and considering their long-term implications. Appropriate stakeholder engagement is achieved through various means: direct interaction by Board members; receiving reports from management who engage with stakeholders; and addressing specific stakeholder interests in papers which are presented to the Board.
Supported by the Company Secretary, I monitor the adequacy of the training received by all new and existing Directors on their duties, including those under s.172. The Board recognises that stakeholder groups will not remain static and can be affected by changes in strategy, legislation or business requirements and therefore these are regularly reviewed, along with the engagement mechanisms, to ensure they remain appropriate.
Detail on how the Board has had regard to the matters set out in s.172 and has engaged with key stakeholders during the year is set out below.
The consequences of decisions in the long term
The leisure travel industry is dynamic and fast-moving, and the Board needs to remain agile in order to respond to opportunities or emerging issues as they present themselves. The Covid-19 pandemic has been a particularly challenging period given the severe impact on the Group’s trading and this has required ever more resilience, agility and judgement from the Board to ensure that the best interests of all stakeholders are served.
The Directors fulfil their duties through a governance framework that delegates day-to-day decision-making to management of the Group, which reflects the highly regulated environment in which the Group operates. Nevertheless, the Board is mindful that many decisions will have a long-term impact, and that a number of its contractual commitments will remain with the Group for many years to come. With the Group having been founded by myself in 1983, the Board is able to draw on my wealth of experience and awareness of the impact of decisions in the longer term, to assist in high quality and consistent outcomes.
The interests of the Group’s colleagues
Given the extreme uncertainty of the past year and the toll on morale this can take, the primary focus has been on supporting our colleagues, ensuring that we communicate with them regularly and reassure them appropriately. With the majority of colleagues not physically in the workplace, we have had to introduce different methods of ensuring that communication channels remain open.
We have continued with our policy of keeping colleagues regularly informed on matters relating to the business, through a variety of information bulletins and newsletters covering a wide range of topics. In addition, there has been regular communication from representatives of the Board and line management level, which has been critical to reassure, provide the opportunity for questions and also to engender continued engagement from colleagues.
Additionally, at the start of lockdown we introduced a dedicated email address, Jet2Cares, for colleagues to raise queries and concerns on any matters such as their salary, role, business updates or personal wellbeing. This is monitored 24/7 to ensure that any questions can be responded to promptly and has been a key communication tool, becoming a recognised and vital channel within our colleague community both in the UK and Overseas.
Further detail on how the Board engages with colleagues to create an environment where they are happy to work and which best supports their wellbeing, is set out in the Colleague Engagement section of the Corporate Governance statement on pages 57 to 58 and also in the Our People section which can be found on pages 44 to 49 of the Annual Report.
The interests of customers
We know that taking a holiday is one of the most important family experiences of the year. We therefore do our very best to ensure that each of our customers “has a lovely holiday” that can be both eagerly anticipated and fondly remembered, supported by our core principles of being family friendly, offering value for money and giving great customer service.
Given the unprecedented disruption to travel arrangements caused by the Covid-19 pandemic, we have demonstrated just how important our customers are to us, by treating them with respect in promptly refunding over £1.4bn of their advance deposit payments for holidays and/or flights which they have sadly not been able to enjoy. This refund performance has set us apart from our competitors, and (amongst others) has been recognised by the UK Civil Aviation Authority, who in July 2020 found that Jet2.com was the only UK airline to have been consistently processing cash refunds quickly. Further information on our customer service proposition can be found on pages 38 and 39 of the Annual Report.
The interests of shareholders
Further detail on how the Board engages with shareholders can be found in the Corporate Governance statement on page 57 of the Annual Report.
The interests of suppliers
Further detail on how the Board engages with suppliers can be found in the Corporate Responsibility section on page 39 of the Annual Report.
The impact on the community and the environment
Further detail on how the Board engages with the community and considers the impact of the Group’s operations on the environment can be found in the Corporate Responsibility and Sustainability sections on pages 38 to 43 of the Annual Report.
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 56 to 61 of this Annual Report.
The Board believes that modern slavery and human trafficking are significant global issues presenting a challenge for businesses worldwide and has committed to continually reviewing its practices to combat both. The Board has a zero-tolerance approach to modern slavery and is committed to ensuring that its group companies act ethically and with integrity in their business dealings and also expects its suppliers and contractors to uphold the same values. It 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. Further details on the Group’s Modern Slavery Statement can be found in the Corporate Responsibility section on page 39 of this Annual Report.
The Group manages its tax affairs responsibly and seeks to build constructive relationships with all tax authorities. During the year, the Board re-reviewed and approved the Group’s Tax Policy, with the Group Chief Financial Officer providing regular updates to the Board on tax matters generally. The Group continues to have a low risk tax status with HMRC. Additionally, during the period of the pandemic, the Group’s CJRS claims were audited by HMRC and were found to be accurate, with no amendments required.
The Board expects all of its colleagues to observe the high standards contained within the Group’s policies in relation to 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 Group
The Group has only one class of share in issue and as such 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 included in the Corporate Governance statement which can be found on pages 57 of the Annual Report.
26 July 2021