Section 172 Statement

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; 
 (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. 

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 the Executive Chairman, ensures that its processes consider key stakeholders and that there is sufficient time, information and understanding to properly take into account 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, the Executive Chairman monitors 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 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 the Executive Chairman in 1983, the Board is able to draw on his 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 

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 and also in the Our People section which can be found on pages 40 to 43 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.  Further information on our customer service proposition can be found on page 36 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 pages 50 and 51 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 pages 36 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 section on pages 36 to 38 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 50 to 54 of the 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 slavery and human trafficking. 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.  Further details on the Group’s Modern Slavery Statement can be found in the Corporate Responsibility section on page 36 of the 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 and the Group Chief Financial Officer provides regular updates to the Board on tax matters generally. The Group continues to have a low risk tax status with HMRC.

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 so shareholders benefit from the same rights as set out in the Group’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 50 and 51 of the Annual Report

Philip Meeson
Executive Chairman

17 July 2020