The Directors are well aware of their duty under s172(1) of the Companies Act 2006 to act in the way which they consider, in good
faith, would be most likely to promote the success of the Company for the benefit of its stakeholders as a whole, and in doing so, to
have a regard (amongst other matters) to:
The likely consequences of any decision in the long term;
The interests of the Company’s employees;
The need to foster the Company’s business relationships with suppliers, customers, and others;
The impact of the Company’s operations on the community and the environment;
The desirability of the Company maintaining a reputation for high standards of business conduct;
The need to act fairly towards all stakeholders of the Company.
The Board determines the strategic objectives and policies of the Company to best support the delivery of long-term value, providing overall strategic direction within an appropriate framework of controls, delegated authority, and rewards.
The Board is collectively responsible for the success of the Company: the executive directors are directly responsible for running the business operations; and the Non-Executive directors must satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust. In addition, the Board’s Audit Committee provides oversight of all significant financial matters. Following presentations by executive management, and a disciplined process of review and challenge by the Board, clear decisions on policy or strategy are adopted, and the executive are empowered to implement these decisions.
Stakeholder interests and the matters listed above are factored into Board discussion and decisions, as described below:
Principal Decisions Statement
Principal decisions taken in 2019
Stakeholder & Long-Term Considerations
The re-financing in 2019 reduced the Group’s overall cost of capital and increased its capacity for future acquisition and investment activity. The Board reviewed and debated funding options in detail and believe the chosen funding enables the Group to meet its long-term growth plans.
The Board also believes that carefully managed growth and expansion, enabled by debt will benefit all stakeholder groups:
1. Our people continue to be part of an expanding Group with opportunities for personal growth and advancement 2. Our customers benefit from increasing economies of scale and new product offerings, either from acquisition or self-funded development 3. Our shareholders benefit from the resulting increase in share value; and 4. Our suppliers from increased business with a well-funded customer.
Acquiring TA & MB Limited in the UK
This was a material acquisition in February 2019. The Board reviewed this acquisition in detail over a period of six months before committing.
As previously stated above the Board believes that careful managed growth, via acquisition has and will continue to benefit all stakeholder groups.
Reduction of legal entities with the Group
The Board approved a programme to reduce the number of legal entities in the Group during 2019. This impacted Italy, Spain, and the UK. The benefits of this programme were reviewed in detail and the conclusion that the resulting simplification and reduction in cost worthy of the investment.
The impact on stakeholders was considered as part of the decision-making process and the Board believe the following benefits have ensued:
1. Harmonisation of employment terms in Italy, France and the UK benefited some of the workforce; and 2. Consolidation of purchasing, simplified our relationship with many suppliers
Investment in CRM, marketing automation, data analytics, and ERP
The Board approved a programme of investment in back office systems to support future sales growth and to accelerate the integration of acquisitions. The impact on stakeholders was considered: 1. It is expected that customer service delivery will improve 2. Our sales teams will benefit from an increased insight and understanding of our customers’ needs and activities 3. Our shareholders will benefit from the value created from the efficiencies, and improvements in working capital that will be delivered from the new ERP system
How the Board engages with stakeholders and summarises its obligations
Our people are key to our business. We want our people to feel engaged and empowered to deliver great outcomes for our customers. We want our people to feel part of a community with opportunities to socialise, enjoy themselves at work and grow as individuals.
85% of our workforce contributed to two employee surveys during 2019. The Board had access to the results and the resulting employee Net Promoter Score (eNPS).
During 2019 visits were made by Non-Executive directors to sites in the UK and Italy where informal engagement with the workforce help them develop opinion and insight into staff satisfaction and achievement.
The Board recognised feedback from the workforce regarding improving the consistency and content of communications and during 2019 introduced a series of quarterly video updates, informal weekly lunches with Executive Directors and an open messaging channel to the CEO.
Customers are at the heart of our business. We aim to deliver truly outstanding customer experiences, ensure great outcomes and value for money.
The Board receives regular customer metrics and market insight reports. These include an Annual Customer Survey.
During 2019 significant resource has been invested in the provision of a ‘Data Hub’ that will provide greater customer insight in the future, and the Group’s UK division hosted a customer conference attended by members of the Board.
The Board recognises customers’ need for consistently high service levels, a value for money offering and high data security standards and compliance with all relevant legislation and codes of practice in each territory that the Group operates in.
After the year-end, support was provided to a number of customers in the form of extended payment terms in order to ensure they could continue trading through this period. A conscious effort was made to support customers in critical industries such as healthcare during this period.
Shareholder & Lenders
Our shareholders and lenders provide access to capital which is essential to deliver the Group’s strategic goals.
Shares and loan notes are held by both management and Hg Capital LLP. HG Capital is represented on the Board by two nominated Directors. Management shareholders either sit on the Board as Executive Directors or engage through a Management Representative.
In 2019 the Group changed its primary debt lenders to a syndicate of three financial institutions. The Board engages formally with this syndicate through the provision of monthly financial reports, and an annual review meeting. Informal updates were also held during 2019 between the CFO and members of the syndicate.
The Board understands and is committed to adhering to the Facilities Agreement with the syndicate.
Our suppliers are critical to ensuring we can delivery a high-quality service to our customers.
The Board recognises the strategic importance of global Mobile Network Operators (MNOs) to the Group. During 2019 engagement with these suppliers included Executive and Non-Executive Director meetings between the Group and European MNOs and membership of local industry bodies. Post year-end this engagement was extended to ensure that the risk from Covid-19 was minimised on both sides.
The Board understands the importance of treating our suppliers fairly, adhering to contractual agreements and paying within agreed timescales. The Board expects our suppliers to maintain effective controls to protect our customers’ security and privacy of data.