Radius Payment Solutions Bidco Limited S172 Statement

Year ended 31 March 2022

Section 172 Statement

The directors of the company, as those of all UK companies, must act in accordance with a set of general duties, as detailed in section 172 of the UK Companies Act 2006.

A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:

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

During the year ended 31 March 2022, the directors of the company had regard to the matters set out above. They considered the interests of a wider set of stakeholders when decisions were made at board and executive committee levels, and when corporate culture, strategies and policies were developed. The directors reviewed the company’s financial and operational performance, risk and compliance, legal, diversity and other stakeholder- related matters at board and executive committee meetings.

In common with most large companies, the directors fulfilled their duties partly through a governance framework that delegates day to day management of the company to employees of the company.

Other details of how the directors fulfil their duties in each of the areas set out above are:

Consequences of decisions in the long term

Each year, the directors undertake a review of the company long-term strategy, including the business plan for the following five years. Once approved by the directors, the plan and strategy form the basis for financial budgets, resource plans and investment decisions. When making decisions concerning the business plan and future strategy, the directors have regard to a variety of matters, including the interests of the company’s stakeholders and the impact of the company’s activities on its employees, customers, suppliers, and the environment in which it operates.

In approving the business plan, the directors also consider external factors such as competitor behaviour, the performance of the underlying markets in which we operate or are proposing to operate, as well as the evolving economic, political and market conditions. Where these factors are deemed to be significant, additional forecasting activities are undertaken to understand the impact in a timely manner and enable informed decision making.

The directors have agreed a set of targets for an acceptable level of financial resilience and liquidity and regularly review the company forecast cash flows, funding requirements, debt capacity and financing options. These targets are partly governed by the company banking facilities agreement which covers the period to November 2024.

Interests of the Group’s employees – Our People

The directors understand the importance of the company’s employees to the long-term success of its business. For our business to succeed we need to manage our people’s performance and develop and bring through talent whilst ensuring we operate as efficiently and safely as possible.

The directors regularly communicate business progress and strategy to our people through presentations, site visits, internal group-wide emails and the intranet. Additionally, employee surveys are undertaken periodically to allow our people to provide honest feedback about their experience working at the company. The surveys also help the directors assess how they can improve our people’s engagement and wellbeing.

In the year ended 31 March 2022 the directors focused on supporting our people by considering their physical and mental wellbeing following the end of the Covid-19 related lockdown restrictions. Policies and procedures were implemented to ensure our people remain safe whilst working from home or at the various offices. The company head office building was designed with a focus on enhancing our people’s wellbeing and has been recognised by the property industry as such. Many features of this building have been carried forward into other offices used by the company, several of which have undergone extensive refurbishment programmes in recent years.

Business relationships

The directors are fully committed to effective stakeholder engagement. They review how the company maintains positive relationships with all of its stakeholders on a regular basis. The company operates long term partnership agreements with many of its major suppliers and in the year ended 31 March 2022 the directors met with a number of major suppliers to review progress and develop new initiatives.

There were periodic meetings between the directors and significant shareholders in the company to understand the strategic direction of the company. There were also regular interactions with relevant regulators, industry associations, charities and community organisations to build trust, identify trends and consolidate business partnerships.

The company’s core strategy prioritises organic growth, driven by cross selling and up selling of services to existing customers as well as winning new customers. Maintaining high levels of customer satisfaction is key to this strategy and the company conducts regular customer surveys and encourages feedback from customers to improve performance and generate new ideas.

In addition to these surveys the company also communicates with its customers through its websites and social media, which enables the directors to understand customers’ needs and behaviours to deliver relevant products and services as well as to identify opportunities for growth.

Impact on the community and environment

The company 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 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 company activities.

The company is in the process of developing a more proactive sustainability strategy and has established a committee to monitor its wider ESG initiatives and compliance with regulations – details of which are set out in the strategic Report of Radius Payment Solutions Topco Limited for the year end 31 March 2022.

High standards of business conduct

The directors are committed to conducting business with integrity and in compliance with relevant laws and regulations. The company’s values of being agile, driven, inclusive and innovative define how the company, and its directors, maintains its reputation for high standards of business conduct and securing long term success.

The directors take the reputation of the company seriously and this is not limited to operational and financial performance. For example, in the year ended 31 March 2022, the directors reviewed and approved the company policies on anti-bribery and corruption, anti-money laundering, anti-slavery and human trafficking, data protection, gender pay reporting and tax strategy; all of which can be found on the company website (corporate.radius.com) and/or its intranet (Our Radius).