Section  172  statement 

The Directors are required by the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote success of the Group for the benefit of its stakeholders as a whole and in doing so are required to have regard for the following:

• the likely long-term consequences of any decision;
• the interests of the Group’s employees;
• the need to foster the Group’s business relationships with suppliers, customers and others;
• the impact of the Group’s operations on the community and the environment;
• the desirability of the Group maintaining a reputation for high standards of business conduct; and the need to act fairly as between shareholders of the Group.

The Board meets monthly and discusses the long-term strategy of the business, as well as current and future performance trends. The Group considers that its major stakeholders are its employees, customers, lenders and shareholders.

When making decisions, the interests of these stakeholders are considered as part of the Board’s group discussions. Employees are key to this as a result of their share ownership within the structure.

During 2021, the Group formed an ESG Committee which is responsible for the monitoring, review and implementation of policies, procedures and initiatives across the ESG environment. The committee is chaired by the Chief Financial Officer and has representatives from HR, legal and IT.

The Committee meets fortnightly and has so far rolled out a number of new policies, as well as training programmes for all employees. There is a set of objectives in place for the next financial year; the Board receives regular reports on the KPIs and progress against key metrics.

The Strategic Report in the Carbon II Topco Limited annual accounts describes the Group’s activities, strategy and future prospects, including the considerations for long term decision making. A summary of these is in the table below.

• **Strategic Decision: **Investment by funds managed by Bridgepoint Advisers II Limited in group
• **Stakeholder Considerations: **This investment provides significant additional funding which can be used for acquisitions to increase the offerings to clients and opportunities for employees. The Bridgepoint Board members bring considerable experience which will help to guide the future strategy and direction of the Group.

-Strategic Decision: Acquisition of Fostr and Ampersand

• Stakeholder Considerations: These acquisitions increase the size and capabilities of the Web Division, allowing the Group to offer more services to its clients. They will also give opportunities for employees to work across different areas and develop their skills.

-Strategic Decision: Appointment of People Director
-Stakeholder Considerations: Employees are a key stakeholder of the business, and this is a senior role to lead on HR, recruitment and learning & development. This was a new position and a confirmation of the importance of employees and our offering to them.

-Strategic Decision: Formation of ESG Committee
-Stakeholder Considerations: The Group and its investors are both aware of the importance of ESG and the impact of the business on the environment and the community in which it operates. The Committee creates a focus for the work being done in these areas and is chaired by the CFO.

-Strategic Decision: Development of operating platform
-Stakeholder Considerations: The proprietary operating platform developed by the group over many years is a key factor in generating the market leading margins of the Group. There has been continued development of this platform in 2021 against a strategic product roadmap, including dedicated resource and program management to further enhance the benefits it delivers to clients, employees and the Group companies.

The Group is committed to being a responsible employer and strives to create a working environment where its employees are actively engaged and can contribute to its success. During the period a People Director was recruited to put increased focus on the employee offering and how people are rewarded and developed.

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The Group understands the value of maintaining and developing relationships with its customers and suppliers, to support its potential for future growth. Each division has a dedicated Account Management team which works closely with customers to ensure they are serviced to a high standard.

Within our supply chain, we use reputable firms for items such as computer hardware and software services, cleaning and maintenance consumables and services. The Group employs a collaborative approach and looks to build long term partnerships based on open terms of business and fair payment terms. When on-boarding new suppliers input from various teams including legal, HR and IT is required. As standard all supplier contracts are reviewed by the legal team who conduct due diligence on a supplier before they are signed off at Director level. This process is followed to ensure any potential risks can be identified before we enter into a contractual relationship with anyone in our supply chain. There is a robust framework in place to evaluate their performance annually.

The Board does not believe that the Group has a significant impact on the environments within which it operates. The Board recognises that the Group has a duty to be responsible and is conscious that its business processes minimise harm to the environment, and that it contributes as far as is practicable to the local communities in which it operates.

The Board recognises the importance of maintaining high standards of business conduct. The Group operates appropriate policies on business ethics and provides mechanisms for whistle blowing and complaints which all employees are aware of. These are maintained by the ESG Committee.