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Radius Payment Solutions Midco Limited S172 Statement

Section 172 statement 

For the year ended 31 March 2023

This statement describes how the directors have had regard to the matters set out in section 172(1) of the Companies Act 2006 (the “Act”).  

Section 172(1) of the Act requires a director of a company to act in the way that he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole, and in doing so, have regard (amongst other matters) to 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 their duties during the year ended 31 March 2023, the directors of the company had regard to the above. They acted in a way consistent with their duties. Decisions made at board meetings and executive committee meetings included considerations of shareholders, employees, customers, suppliers, communities and the environment.  

The company is a wholly owned subsidiary of Radius Payment Solutions Topco Limited, whose directors discharge their duties with regard to the above for the whole Radius Payment Solutions Topco Limited Group ("the Group"), including Radius Payment Solutions Midco Limited, as described below. 

Consequences of decisions in the long term  

When making decisions to achieve the long-term prosperity of the company, the directors seek to understand the impact of such decisions on each of its key stakeholders.  

In common with most large companies, the directors are responsible for the long-term success of the company, but the collective responsibility for the overall strategic direction and operation of the Group are delegated to the senior management team and committees. The directors make long-term decisions that relate to the company’s acquisitions, capital, disposals, financial resources, financial reporting and control, structure, and investments. While the senior management team and committees assist the directors in dealing with, and making decisions on, complex, technical, or specialised matters.  

In the year ended 31 March 2023, the directors attended regular business review meetings and held board meetings as and when necessary. The directors reviewed the Group’s long-term strategy, including the business plan for the following five years. The business plan formed the basis for financial budgets, resource plans and investment decisions. In approving the business plan, the directors also considered external factors such as competitor behaviour, the performance of the underlying markets in which the company operates, as well as the evolving economic, political and market conditions. In so doing the directors had regard to a variety of matters including the consequences of their decisions in the long term and the long-term reputation of the company and the Group.  

Interests of the company's employees  

Employees are fundamental to the success of the Group and the directors are committed to promoting a diverse and inclusive workplace, reflective of the communities in which the Group operates. In the year ended 31 March 2023, various Employee Resource Groups were created to improve employees support and engagement. The Group also invested further in a new learning and development department to support the development of all employees.  

Management communicated business progress and strategies to employees through a range of channels such as leadership presentations, site visits, internal group-wide forums and the Group’s intranet. Additionally, employees’ surveys are conducted periodically to allow employees provide honest feedback about their experiences.  

Further details on employees’ engagement and the company’s approach to developing its employees can be found in the Strategic Report of Radius Payment Solutions Limited for the year ended 31 March 2023.  

Business relationships  

The directors understand that business relationships with both customers, suppliers and others are key and therefore review how the Group maintains positive relationships with its customers, suppliers and other on a regular basis.  

The Group operates long term partnership agreements with many of its major suppliers. Key supplier relationships were managed, and long-term and sustainable relationships were maintained, which enabled the Group to provide its products and services to its customers. 

Furthermore, there were periodic meetings between the directors and significant shareholders of the Group on the operation and performance of the Group to ensure delivery of long-term sustainable value for the shareholders. There were also regular interactions with relevant regulators, industry associations, charities and community organisations to build trust, identify trends and consolidate business partnerships.  

Impact on the community and environment  

The directors understand the effect of the operations of the company and the Group on the environment and the need to create positive impacts for the communities and the wider society in which the company and the Group operate. The directors are responsible for overseeing, considering and reviewing the Group’s environmental, social and governance (ESG) strategy. Regular oversight of the ESG strategy is delegated to the ESG committee, which reviews the Group’s ESG objectives and progress made against specific targets.  

The group supports a number of local and national charities through fundraising, volunteering and engaging with the local communities in which it operates on key local issues and reacting promptly to any concerns. 

The directors recognise the importance of the company’s environmental responsibilities and monitor the impact of its activities on the environment in order to implement policies to mitigate any adverse impact that might be caused by the Group’s activities.  

Further details of the Group’s ESG strategy can be found in the Strategic Report of Radius Payment Solutions Limited for the year ended 31 March 2023.  

High standards of business conduct  

The directors are committed to conducting business with integrity and in compliance with relevant laws and regulations. The directors have oversight of the most significant risks facing the company and have arrangements in place to mitigate these risks. The directors receive regular updates on regulatory risk and compliance requirements relevant to the company and the Group.  

The directors also reviewed certain Group policies during the year ended 31 March 2023 that are fundamental to the Group. Group policies on anti-bribery and corruption, anti-money laundering, data protection were reviewed, and relevant training provided to all employees. In doing so, the directors maintained a culture that is focused on maintaining and encouraging high standard of business conduct and regulatory compliance.  

Need to act fairly between members of the company  

The company is a wholly owned subsidiary, as such the duty of the directors to have regard to the need to act fairly between members of the company is limited. However, the directors ensure the company operates in line with the Group’s processes, governance and culture to enable it to achieve its purpose and strategic objectives.  

The Group also maintains an open relationship with its shareholders and the directors seek to treat all shareholders fairly.  

Further details in relation to the above can be found in the Strategic Report of Radius Payment Solutions Limited for the year ended 31 March 2023.