Close Brothers Vehicle Hire Limited: Section 172 Statement
Section 172(1) statement and statement of engagement with other stakeholders including employees
The directors provide the following statement pursuant to the Companies Act 2006 (as amended by Companies (Miscellaneous Reporting) Regulations 2018) (the “Act”) to describe how they have acted in accordance with their duty under Section 172 of the Act (“Section 172”) to promote the success of the Company for the benefit of its member(s) as a whole, and in so doing, how they have had regard to those factors set out in Section 172, (1) (a) to (f) during the financial year.
Furthermore, in compliance with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended by the Companies (Miscellaneous Reporting) Regulations 2018), the directors provide the statement which follows to describe how they have engaged with employees, and how they have had regard to employee interests and the need to foster the Company’s business relationships with suppliers, customers and others, and in each case, the effect of that regard, including on the principal decisions taken by the Company during the financial year
Section 172 requires a director to have regard to the following matters, among others, when discharging their duty:
- 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; and
- the need to act fairly between members of the Company.
The board directors of the Company (“the Board”) is collectively responsible for managing the affairs of the Company to achieve its long-term prosperity by making important decisions, monitoring the underlying performance of the Company, as well as being a means for establishing ethical standards. Understanding the interests of key stakeholders is an important part of CBG’s strategy and helps inform the directors’ decision making throughout the year.
Board meetings are held as required where the directors will consider the Company’s principal activities and make decisions. Meetings are scheduled to provide adequate time for consideration and discussion by the directors of the interests of stakeholders, and for the directors to seek further information from management, as required. As a part of those meetings, the directors receive information in a range of different formats to assist them in discharging their responsibilities under Section 172 when making relevant decisions. This information may include, among other things, reports and presentations on financial and operational performance, business updates, budget planning and forecasts, HR matters, as well as specific areas of engagement, such as employee opinion surveys. When making decisions, the Board seeks to understand the impact on each of its stakeholders, including the likely consequences of a decision in the long term, whilst acknowledging that a decision will not necessarily be favourable for all stakeholders, as there may be competing interests between them.
The Company is part of Close Brothers Group ("CBG"), and as such it follows a range of group-wide policies in place to protect employees and provide a safe working environment, to ensure compliance with all regulatory requirements and adherence to the highest professional and ethical standards in dealing with customers, suppliers and colleagues, as well as ensuring that it continues to be cognisant of its social and environmental responsibilities. In doing so, and by balancing the interests of the Company’s stakeholders when making decisions, the Board seeks to maintain a reputation for high standards of business conduct. Further information on these group-wide policies can be found in the Annual Report and Accounts of the Company’s ultimate holding company, CBG.
The directors seek to engage directly with stakeholders wherever possible on certain issues, though the size of CBG means that stakeholder engagement often takes place at an operational or CBG level. This approach creates greater efficiency and facilitates a greater positive impact on environmental, social and other issues than may be possible at a Company level, as well as ensuring consistency of approach across CBG. Where engagement has taken place at operational level, the outcome of that engagement has been brought to the Board for its consideration where relevant throughout the year. During the financial year, the Company has taken advantage of greater flexibility brought about by the Covid-19 pandemic to engage with stakeholders both in-person and virtually, including holding ‘hybrid’ events to widen participation. Additional details on engagement at CBG level with stakeholders, including employees, suppliers, customers, the community and environment can be found in the Strategic Report section of the Annual Report and Accounts of CBG.
The d and case studies below set out further examples of how the Board has engaged directly and indirectly with stakeholders during the financial year, as well as detailing how the directors have had regard to employee interests and the need to foster the Company’s business relationships with suppliers, customers and others, and the effect of that regard, including on principal decisions taken throughout the year, as well as matters set out in Section 172 (1)(a)-(f) when discharging their duties under Section 172.
The following information and case studies set out further examples of the ways in which the board of the Company and CBG have engaged directly and indirectly with stakeholders during the financial year, as well as detailing how the directors have had regard to employee interests and the need to foster the Company’s business relationships with suppliers, customers and others, and the effect of that regard, including on principal decisions taken throughout the year, as well as matters set out in Section 172 (1)(a)-(f) when discharging their duties under Section 172.
Our stakeholders, why we focus on them and the impact of engagement:
Colleagues
The Board recognises the importance of the contribution made by our employees, who deliver the highest levels of service for our customers, clients and partners.
We are committed to the development of our colleagues, ensuring they are supported and engaged.
Listening to our colleagues enables us to build an engaged workforce, allowing us to develop and retain high levels of expertise. We are able to ensure we are considering the views of all colleagues and making sure everyone feels included.
Stakeholders' key priorities
- A safe working environment.
- A fair, supportive, diverse and inclusive culture where employee feedback is valued.
- Being appropriately rewarded for their contributions.
- Opportunities for training and development.
How the board and management have engaged and considered stakeholder interests during the year
- Throughout the year, our focus has been on employee wellbeing and morale, ensuring our employees feel supported and engaged, both at a team and business level.
- CBG conducted their latest employee opinion survey (“EOS”), to gather feedback from our colleagues anonymously. The results of this survey gave us insight into key topics including customers and clients, culture, a sense of belonging, and comfort in speaking up.
- CBG held regular town halls, providing employees with updates from across the group.
Customers, Clients and Partners
Our long-term success depends on the strength of our relationships with customers, clients and partners, our specialist expertise and the maintenance of high standards of service. Central to all decision-making is doing the right thing for customers, clients, and partners, by helping them access financial solutions to meet their needs across all market conditions. We engage with our customers throughout their end-to-end journey and actively seek their feedback.
Stakeholders' key priorities
- Building and maintaining strong personal relationships based on trust, understanding and specialist expertise.
- Understanding, treating and valuing them as individuals.
- Fair and equitable conduct of business.
- A customer-led proposition.
- Consistent and supportive customer service whatever the market conditions.
- A responsive service with solutions that are flexible and executed with speed.
How the board and management have engaged and considered stakeholder interests during the year
- Regular reporting and discussion of matters and updates relating to customers, clients and partners.
- Focus on the requirements of our customers’ needs to encourage the move forward with an electric or alternative fuel fleet.
Regulators and Government
Whilst the Company is not individually regulated, it is part of CBG which in turn values an open and transparent relationship with all our regulators and as well as government authorities and trade associations.
We are committed to sustaining high standards of business conduct in line with regulatory, governmental and legal expectations and operate prudently within the laws and regulations that apply to us.
We foster an open, transparent and cooperative relationship with all our regulators, government authorities and trade associations in the jurisdictions in which we operate. Active engagement helps to ensure we are aware of and adapting to the evolving regulatory framework.
Stakeholders' key priorities
- Customer outcomes.
- Operational and financial resilience.
- Financial crime prevention.
- Diversity and inclusion.
- Digitisation and analytics.
How the board and management have engaged and considered stakeholder interests during the year
- Participation in broader CBG regulatory initiatives and programmes, including activity to support the ICAAP process.
- Consideration of relevant policies and standards that support compliance with regulatory and compliance requirements.
Suppliers
Our business is supported by a broad range of suppliers, enabling us to provide high standards of service to our customers, clients and partners. We are focused on ensuring we have transparent and sustainable working relationships with our suppliers. Engagement is focused on driving an open and collaborative approach with our suppliers, as we work together to ensure services support us to meet our goals, whilst considering areas for improvement.
Stakeholders' key priorities
- Appropriate and clear payment procedures.
- Strong and sustainable relationships with CBG and the Company.
- Robust risk management framework.
How the board and management have engaged and considered stakeholder interests during the year
- Key supplier relationships have been managed centrally through our dedicated third-party management (“TPM”) function, or directly through the Company. This included regular meetings, monitoring, as well as an annual survey to seek feedback on CBG as a client.
Communities and Environment
As part of CBG, the Board is committed to contributing lasting value and making a positive impact on the communities in which we operate and the environment more broadly. This underpins the growing range of programmes and initiatives we support that benefit society and the environment.
Engaging with local communities helps the board and our employees develop their understanding of our clients, customers and partners so that we can support them and help them to achieve their ambitions, whilst also building employee engagement.
We firmly believe that environmental considerations should form an integral part of our business decisions, and employees are actively engaged on responsible behaviours and environmental issues.
Stakeholders' key priorities
- A suitable strategy for approaching sustainability issues.
- Support for community initiatives.
- Take active steps to ensure equity of opportunity, regardless of background or experience.
- A long-term focus on addressing the impacts of climate change.
How the board and management have engaged and considered stakeholder interests during the year
- Throughout the year, we undertook various community, social and environmental initiatives, which are coordinated through the CBG sustainability working group.
- To support our environmental goals and to meet growing demand of electric vehicles, the Company has actively been exploring opportunities to grow its electric vehicles capability. To help achieve this, the Company has started installing electric charging stations, and has been in active discussions with manufacturers and customers.
Investors
The Company is a wholly owned member of the CBG, forming part of the Banking division; as such it operates as part of CBG in delivering its purpose and strategic objectives, in line with group-wide processes, governance and culture.
Stakeholders' key priorities
- Focus on broader CBG purpose and strategic aims.
- Alignment with group-wide risk, governance, compliance and financial priorities.
- Consistent approach to stakeholder considerations and outcomes.
How the board and management have engaged and considered stakeholder interests during the year
- The Company provided CBG with regular updates and feedback on business and financial performance, enabling them to update the wider market on the Company’s operations and performance as appropriate.
Furthermore, set out below is an additional detailed example of how the Board has engaged directly with key stakeholders during the financial year, how stakeholder interests have been considered in the decision-making of the directors, and how the directors have had regard to the matters set out in Section 172 (1)(a)-(f) when discharging their duties under Section 172. The Company is a wholly owned subsidiary of CBL and, as such, the duty of directors to have regard to the need to act fairly between members of the Company is limited.
Fleet Management Enterprise Resource Planning (“ERP”)
The ERP project is an end-to-end computer system which will automate operations, sales and finance workstreams. The directors of the Company have been discussing the continuing ERP project as it nears completion. The Board considered its duties under the s.172 of the Companies Act 2006 and the interests of its stakeholders and considers the ERP project outcomes will include operational efficiency, improved customer services and strengthened stakeholder relationships. The following have been considered by the directors:
- The Board determined that developing this bespoke software will increase staff operational effectiveness and boost customer service, resulting in long-term competitive advantage and sustainable growth.
- The Board has ensured that numerous employees were able to directly contribute to the software's development to reduce the impact this change would have on them. The directors recognised that direct input would contribute to employee’s buy-in of the new software. Through this collaboration, the employees could see first-hand the benefit of their workflows being optimised and were able to ensure the software meets their needs.
- To ensure minimal impact to stakeholders and to improve stakeholder relationships, the directors ensured direct communication with suppliers, offering assistance and training during the transition to the new vendor portal. Key clients have also been given software demonstrations, and further communications are scheduled to guarantee a seamless adoption process by our wider stakeholders.
- Conscious of environmental impacts, the software is being designed to minimise paperwork as part of a wider paperless initiative. The use of cloud servers does have some environmental impact and the selection of servers and services which are committed to ensuring sustainability has been part of the decision-making process.
- To maintain high standards of business conduct, the Board is ensuring that the new ERP system complies with industry regulations and best practices, fostering trust and reliability in their operations.
- The Board is ensuring transparency with stakeholders regarding the potential benefits and risks associated with the ERP project. Regular updates are provided to keep all members informed and engaged in the decision-making process.
