Section 172 of the Companies Act 2006 requires directors to act in a way that would most likely promote the success of the company for the benefit of its members as a whole. Section 172 requires directors to consider, amongst other matters, the:
• likely consequences of any decisions in the long-term;
• interests of the company's employees;
• need to foster the company's business relationships with suppliers, customers and others;
• impact of the company's operations on the community and environment;
• desirability of the company maintaining a reputation for high standards of business conduct; and
• need to act fairly as between members of the company.
In discharging our section 172 duties the directors have regard to the matters set out above.
The directors delegate the day-to-day management of the Company to key employees and then work with management in setting, approving and overseeing business strategies and related policies. Board meetings are held periodically where the directors consider the Company's activities and make decisions. As a part of those meetings, the directors receive information in a range of different formats to ensure that they have regard to section 172 matters when making relevant decisions.
The Company's key stakeholders are its customers, employees, suppliers, regulators, government agencies, and non-governmental organisations. The views of and the impact of the Company's activities on those stakeholders are an important consideration for the Directors when making relevant decisions.
As a Special purpose vehicle, the governance structure of the Company is such that the key policies have been predetermined at the time of issuance. The directors have had regards to the matters set out in section 172(1) of the Companies Act 2006 as follows:
with reference to subsection (a) concerning the likely consequences of any decision in the long term: Transaction Documentation has been set up to achieve the Company’s purpose and business objectives, safeguard the assets and promote the success of the Company with a long term view and the Company is only permitted to retain minimal profit.
the matters set out in subsections (b)–(f) have limited or no relevance to the Company and therefore they are not strategically important.