St. Michael Finance plc
Section 172 (1) statement
The directors of the Company consider that they have responsibly and appropriately discharged their duties under the Companies Act 2006 (the “Act”), including their duty to act in the way that they consider, in good faith, will be most likely to promote the success of the Company for the benefit of its members as a whole, having due regard in doing so for the matters set out in section 172 (1) (a) to (f) in the Act (“s.172”).
The Company is part of the Marks and Spencer Group plc group of companies (the ‘Group’). Consequently, the Board of Marks and Spencer Group plc (the ‘Group Board’) and its Committees have overarching decision making authority for the Group on a number of reserved matters. These include setting the Group’s strategy and values, reviewing and approving operating plans, and reviewing and approving the Group’s policies, processes and management structures, amongst others. Responsibility for actioning the Group Board’s decisions and strategic direction throughout the day-to-day management of the Group then rests with the Group Board’s executive directors and the M&S senior leadership team. The directors of the Company therefore ensure that they give due care and consideration to discharging their duties and having regard for the matters in s.172 by adopting and adhering to the Group’s internal governance arrangements as outlined above.
In particular, the directors of the Company have considered the likely consequences of decisions in the long term, and the need to maintain a reputation for high standards of business conduct by ensuring that the Group’s strategy, policies and minimum standards are adopted and supported by the Company. The Company’s principal activity is to provide financing activities on behalf of the Group, and therefore the directors consider the needs of the Group in its decision-making as its direct stakeholders. Furthermore, as the Company relies on the resources of the Group, including its employees, suppliers and other business relationships, the directors also consider the needs of these indirect stakeholders, and any consequent impacts on them, by adopting and supporting the Group Board’s decisions where these stakeholders were directly considered.
The directors’ key decision during the year was the declaration of the interim dividend in note 13 to the financial statements. As well as considering the Company’s capital position, available distributable profits and longer term financing requirements in making the decision, the directors also considered the financing requirements of its sole shareholder, Marks and Spencer plc, and consequently of the wider Group as its key stakeholder.
Further information on how the Group Board had regard to the matters set out in s.172 can be found on pages 20 and 21 of the Group’s Annual Report 2020 (available online at www.marksandspencer.com/thecompany).