Engaging with stakeholders delivers better outcomes for our business, fundamental to our long-term success

Board Information
Keeping the Board Informed

  • Leadership and management receive training on Directors' duties to ensure awareness of the Board's responsibilities.
  • Board minutes include an explanation of s.172 factors and relevant information relating to them.
  • Our Board continually engages with stakeholders.

Strategic Considerations
s.172 and the Company's Strategy

  • s.172 factors considered in the Board's discussions on strategy.
  • Chair ensures decision making is sufficiently informed by s.172 factors.

Board Decision Making
Outcomes of Considering s172

  • Outcomes of decisions assessed and further engagement and dialogue.
  • Actions taken as a result of Board engagement.
  • Actions align with our culture.

Our Approach

As is referenced in the Corporate Governance Report, this section describes how the Directors have had regard to the matters set out in section 172(1)(a) to (f) Companies Act 2016 (the "Act"), in exercising their duty to promote the success of the Company for the benefit of its members as a whole.

In July 2019, the UK Corporate Governance Code, reinforced the importance of section 172 of the Act, which requires the Directors to have regard (amongst other matters) to the interests of wider stakeholders, as well as:

Likely consequences of decisions in the long term

The interests of the Company's workforce

The need to foster relationships with suppliers, customers and others

Impact of operations on the community

High standards of business conduct

The need to act fairly between members of the Company

COVID-19 Pandemic


The impacts of the COVID-19 pandemic have been fast-moving and uncertain, but the Board consider that the decisions made were in the best long-term interests of all stakeholders.

s172 Consideration

Our frontline colleagues in stores, garages and vans supported our customers throughout the pandemic, as we remained open as an essential business. The provision of PPE and the robust implementation of policies and procedures helped colleagues to feel safe in their working environment. In addition, we launched over £4m of initiatives to support our colleagues, including a £2.3m Frontline Colleague Support Fund and a £1.5m Here to Help Fund for colleagues and their families to use if they are struggling financially due to COVID-19.


As an essential retailer we have remained open throughout the pandemic, supporting our customers to help keep the UK moving. Like our colleagues, it has been important to keep our customers safe through strong COVID-19 protocols.

Shareholders and debtholders

In a fast-paced and uncertain environment, we took immediate action to preserve cash to protect the long-term interests of both our shareholders and debtholders. This included reductions in expenses, working capital and capital expenditure, as well as the suspension of the dividend.

Government and UK taxpayer

Once the future trading environment became clearer, we took the decision to repay all funds we had received through government furlough schemes.

Link to Section 172 Considerations

Dividend Policy


The Board carefully considered the impact of the dividend policy on all key stakeholders.

s172 Consideration

Having cancelled the dividend at the start of the pandemic as a cash preservation measure, we knew that an eventual reinstatement would be important to investors. The Board feels that the proposed dividend policy offered an attractive return to shareholders whilst allowing sufficient funds to reinvest in the business for its long-term success.


Maintaining a strong balance sheet is a key element of our capital structure considerations and the dividend level was therefore determined with this in mind.


The Board considers it critical that we continue to invest in the customer experience, positioning the business for long-term success. The proposed dividend policy allows sufficient investment in the business to do this.


Many of our colleagues are shareholders, either directly through our share plans, or indirectly through their pensions or other investments.

Link to Section 172 Considerations

Net Zero Commitment


The fight against climate change requires all businesses to play their part in reducing GHG emissions. Our commitment to Net Zero is a key priority of our ESG agenda.

s172 Consideration
Environmental responsibility

During the period, we set a 1.5°C aligned science-based target by 2030, and an aim to achieve net zero emissions across our entire value chain by 2050. In the shorter term, this will include initiatives such as LED lighting installation and renewable energy sourcing.


Our long-term success is reliant on building a sustainable business. In addition, many of the initiatives needed to reduce our GHG emissions also provide good returns, such as LED installation.


Our colleagues are increasingly conscious of climate change and the environmental impact of our business. A robust commitment to net-zero is an important element in driving colleague engagement.

Link to Section 172 Considerations