Section 172 (1) Statement
The following statement is an extract from the Strategic Report of the Autovista Bidco Limited financial statement for the year ended 31 December 2021 which are available from UK Companies House website. Page references in the statement refer to pages of those financial statements.
Section 172 (1) Statement
The directors have considered their duty under section 172 of the Companies Act 2006 to act in good faith and to promote the success of the Company for the benefit of its shareholders as a whole. In particular, the directors have had regard to:
- likely consequences of any decision 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.
This section of the report summarises the Group’s governance structure, which covers the values, and behaviours expected of its employees, engagement with stakeholders and how the directors look to ensure that the Group make decisions that drives long-term value creation.
Decision making, values and governance
- The board is comprised of six highly experienced directors including two executive directors, three non-executive directors and the Chairman. Each member of the board has a vast depth of experience from differing career backgrounds. Whilst there are certain matters that are reserved for the board (or investors), the board otherwise exercises day-to-day decision making through delegated authority to the Executive Management Team and employees. This authority is set out, and continually updated, in the Group Authority Framework (“GAF”).
- The principal decisions made by the company during the financial year were:
- The acquisition of shares in Riio Marknad & Strategi AB (EV-volumes). EV-volumes is a leading provider of sales and forecast data relating to electric vehicles with a global data reach and customer base. The acquisition brings a complimentary dataset in a high growth area of the Automotive market. This business is expected to drive further shareholder value and greater insight to Autovista customers. Whilst the EV-volumes employees will join the Autovista Group, it is not expected that there will be any other material impact on current employees of EV-volumes as a result of the acquisition.
- The launch of a new dealer product – Sales Solution Module (SSM). SSM was launched in the UK as the first milestone in a wider European rollout. SSM allows dealers access to valuations, live retail prices and repair estimates. It enables customers to pinpoint the precise value of a vehicle at a glance as well as judge its market appeal and manage KPIs including stock days. This new product consolidates and enhances our product offering in line with our strategy, and it is expected that this product will transform the way that dealers are able to access business-critical pricing information.
- The launch of Autovista24. Autovista24 is a news analysis and cutting-edge multimedia content platform providing a vast amount of specialist high-quality analytics, interactive dashboards, and a wealth of information for Europe’s automotive decision-makers.
Suppliers, customers, community and the environment are expected to be positively impacted by these decisions. Further details of stakeholder engagement are given later in this report.
- The Group’s values of Trust, Integrity, Innovation, Openness, Inclusion and Respect were chosen by employees and are core to the Group and set the tone for how employees treat each other and customers. These values are consistently referenced in employee communications, training and a quarterly awards scheme that recognises employees that demonstrate these. These values together with the approach to flexible working has helped develop the framework of the Group’s culture, which is reinforced through the actions of the Executive Management Team.
- The Group has a clear strategy which has been communicated to all employees throughout the business. This strategy ensures that all employees are clear on the focus of the business both in short term and long term (following five years). Each year, the Board undertakes a detailed review of the Group’s strategy including the business plan for the following five years. Once approved by the Board the plan and strategy form the basis for financial budgets, resource plans and investment decisions. The board typically meets monthly to review the performance of the Group, engages in strategic discussions, approves plans of action to provide support to the Group through its various stages of growth and maintains an oversight of risk and compliance.
- The directors operate alongside a dedicated Group Risk and Compliance (GRC) and Legal team which is responsible for identifying, managing and reporting risk across the Group, ensuring compliance with policies, laws and regulations that govern the Group’s operating activities and supporting appropriate governance and decision-making. This also includes Business Continuity Planning across the Group with the aim of ensuring the safety of employees and the continued ability to operate under adverse trading conditions including a global pandemic, severe weather, virus threats or global conflict. The risk framework includes a number of Group policies which help support s172 requirements including the Anti-slavery and Human Tracking policy, Anti-bribery, Anti-facilitation of tax evasion and Whistleblowing policies. These policies are available on the Group intranet and have been included in training sessions. During the year, the company launched a series of GRC training modules covering Governance, Risk and Compliance, Anti-Bribery and Corruption, Modern Slavery, Anti-facilitation of Tax Evasion, and Cyber Crime Awareness. Over 92% of all employees in the Group had completed these modules at the date of this report.
Stakeholder engagement: Investor, employees, customers, suppliers and community and environment
- Investor – investors holding a majority of all investor-voting shares are entitled to appoint any number of persons as investor directors. The quorum for Board meetings requires one investor director to attend. There were eleven regular Board meetings in 2021 and at each meeting at least one investor director was present. The Board is committed to openly engaging with its investors through regular meetings and calls so that the investors understand the strategy and objectives and any feedback, issues or questions can be properly considered.
- Employees – the Group’s employees are fundamental to the success of the business and the Group strives to be a fair, equitable and inclusive employer in its approach to pay, benefits and career development. As a “Fully Flexible” (remote working) organisation, our goal is for our people to feel free to work where, when and how they choose to enable colleagues to balance their personal interests with their work commitments and deliverables, to support a happier and healthier way of life. In our high-performing culture, performance is judged on output and colleauges are trusted to manage their working time effectively to meet work deadlines and goals whilst ensuring that their wellbeing is prioritised. In 2021, Autovista Group launched a health and wellbeing platform for all employees to access training and undertake workstation risk assessments to ensure they are working safely and comfortably at home. The platform includes mental health awareness training for all colleagues. Mental Health is further supported via a team of trained Mental Health First Aiders and access to the Group’s Employee Assistance Programme. The Group has a schedule of online social events available throughout the year to all employees via its Autovista Connects initiative. Examples of two-way employee involvement include ‘Town Hall’ webinars, an active Employee Forum (with representatives from each country), local staff boards, employee feedback surveys and daily Group-wide communication through the company intranet “Chassis”, which includes business news, people news, tools and resources, with over 85% of our employees actively engaging with the site on a regular basis. Autovista Group has a strong in-house Learning & Development programme, giving employees the opportunity to learn, reach their potential and develop successful careers in a company they can be proud to be a part of. In 2021, the Group’s Learning & Development team delivered 48 courses comprised of 129 training sessions that reached over 86% of employees. The first wave of director training on “Directors’ Duties and Corporate Governance” was rolled out for legal directors across the Group and the Executive Management Team, as a useful introduction or refresher of the duties of a legal director and best practice when it comes to corporate governance.
- Customers – the Group aims to provide high quality data and information to its customers and prides itself on developing high quality data products and services using innovation and proven research and development processes. The Group has a dedicated market research function responsible for working with customers to understand their business information needs prior to any new product development and at key points in the development process. This helps to steer the creation of new products and the redevelopment of existing ones, such as our Sales Solution Module.
- Suppliers – the Group aims to act responsibly and fairly in its engagement with suppliers and lenders since these parties are integral to the success of the business. Management monitors timely payment of supplier invoices on a monthly basis supported by business systems.
- The Group is required to meet once a year with its lenders and in practice, meetings with lenders are held on a regular basis to update on past performance and future expectations.
- Community and the environment – the Group has implemented an Environmental, Social & Governance (ESG) programme, enabling us to embed ESG into our corporate strategy. We have a dedicated ESG Steering Committee with representatives from across the business actively promoting and driving the programme, which includes sustainability, social responsibility, employee wellbeing, robust governance, and fundraising for our charity partner UNICEF. The programme is fully supported by the Executive Management Team and consists of three key objectives with goals under each objective:
- Igniting Opportunity: We believe in social mobility and ensuring that whatever an individual’s background or current circumstances, they have equal opportunity to pursue and fulfil their ambitions. We aim to tackle inequality wherever we see it, ensuring a fair outcome for all. During 2021, we completed our first Autovista internships programme and ran our first virtual work experience programme for disadvantaged young people in the UK. We have also granted all employees two paid volunteer days per year benefitting local charities and communities.
- Championing future rights and skills: For our employees, our business, our customers and our community to succeed in the 21st century, we need to be inclusive, digital, carbon literate, and accessible – all of which champion our values and skills we develop through training and community investment. Our ESG team have been independently certified by the Carbon Literacy Project and have used these skills to develop an internal, comprehensive “Climate Change Essentials” training package which all employees will be required to complete during 2022.
- Nurturing the environment to thrive: We appreciate that the impact of climate change falls most heavily on those least able to respond. We have a duty to lower our carbon footprint, while helping our community to build greater resilience. We have recently completed a company-wide carbon footprint assessment against all our scope 1, 2 & 3 emissions, which will enable us to achieve carbon neutrality by 2025. The first steps toward this goal that we have already completed include ensuring our data centre suppliers are using 100% renewable energy and implementing a travel policy and travel tracker for all employees.
On behalf of the board
28 April 2022
Modern Slavery Act Transparency Statement for the Autovista Group
We have a zero-tolerance approach to modern slavery and are fully committed to preventing slavery and human trafficking in our corporate activities. We constantly seek to improve our practices to combat slavery and human trafficking. This statement sets out the steps we have taken to prevent slavery and human trafficking from occurring within our organisation and our supply chains.
The Autovista Group (the “Group”) is a leading provider of automotive pricing insights along the entire lifecycle of a vehicle. The Group provides pricing insights across more than 20 countries. Autovista, Eurotax, EV-Volumes, Glass’s, Rødboka and Schwacke are our highly-respected, market-leading brands. The Group has more than 750 employees and operates across the UK, Europe and Australia as a fully flexible business, allowing our employees full flexibility to decide where and when they do their work.
This statement is made on behalf of the UK parent company of the Group, Autovista Bidco Limited, for itself and each member of the Group.
Our Supply Chains
Our supply chains include suppliers from a number of sectors, particularly the motor industry, IT software and hardware, and professional services. We also occasionally use agencies to supply agency staff.
We seek to ensure that those within our supply chains align with our ethics and values. As part of a first step in a wider modern slavery and human trafficking risk assessment within our supply chains, we have begun to review those commitments made by certain of our top suppliers against modern slavery. Wherever possible, we seek to include appropriate provisions requiring compliance with applicable laws, which would include the Modern Slavery Act 2015, in our supplier contracts, and increasingly we include specific reference to modern slavery legislation.
To date, we are not aware of any slavery or human trafficking in our supply chains. If we were to become aware of any such activity in the future, we would undertake an urgent and thorough investigation. If any concerns were uncovered, we would work with the relevant supplier to ensure that appropriate action was taken to address the issue. Our response may include the termination of our business relationship with that supplier.
The Group‘s People & Performance (HR) and Risk & Compliance teams are primarily responsible for dealing with any risks or concerns raised by the business in relation to modern slavery. These teams are central Group functions, whose leaders form part of the Group’s Executive Management Team.
Our Policies on Slavery and Human Trafficking
We are committed to ensuring that there is no modern slavery or human trafficking in our supply chains or in any part of our business. Our anti-slavery and human trafficking policy reflects our commitment to acting ethically and with integrity in all our business relationships. The importance of complying with applicable law, including the Modern Slavery Act 2015, is reflected in our Group values (see ‘Values’ below).
Our Group’s Executive Management Team is united in, and central to furthering, our commitment to ensuring that high ethical standards are demonstrated and maintained at all times. Our Code of Ethics underpins our ethical trading position, which is a key strategic focus for the Group. This Code includes dedicated sections regarding anti-slavery, human trafficking and employment conditions.
We commit to adhering to the four UN Global Compact labour principles throughout our operations:
1. Freedom of association and the effective recognition of the right to collective bargaining.
2. Elimination of all forms of forced and compulsory labour.
3. Effective abolition of child labour.
4. Elimination of discrimination in respect of employment and occupation.
We ensure that all staff working for us are engaged in accordance with the law. We undertake right to work checks on all direct employees prior to them commencing their employment. This includes checking, where applicable, that the employee has a valid work visa and is of an appropriate age to work.
In addition, all staff who have any concerns that modern slavery may be occurring in any part of our organisation or supply chains are required (through clear reporting lines) to notify senior management so that the issue can be escalated appropriately and addressed effectively. We have processes and policies in place to protect whistleblowers and their anonymity. These processes and policies are reviewed annually with a view to increasing their effectiveness. We also host employee forums, which promote transparency and offer employees another route to raise any concerns they may have.
Trust, Integrity, Innovation, Openness, Respect and Inclusion: these are the values that underpin the culture at Autovista Group. These values are core to all that we do as a business and they set the tone for how we treat each other, our customers, suppliers, stakeholders and third parties. We talk in detail about our values and how they are reflected in practice on our corporate website and we have a page on our Group’s staff intranet dedicated to our values.
We hold these values as critically important in how we run our business, and to reinforce that, we recognize employee behaviours which are aligned to our values through our “Cheers for Peers” page on our Group’s staff intranet and also use rewards schemes to recognize employees who have gone above and beyond to demonstrate our values.
To ensure a foundational level of understanding across the Group of the risks of modern slavery and human trafficking in our supply chains and our business, our anti-slavery and human trafficking policy is available on our Group’s staff intranet.
To raise further awareness of modern slavery issues amongst our workforce, we included the prevention of modern slavery as a periodic agenda item at our employee forum meetings and at our UK staff board meetings.
In 2021 we rolled out a dedicated Governance, Risk and Compliance (GRC) training program for all employees, run online via our Group’s staff intranet (to ensure that materials are readily and easily accessible). The training included a whole module relating to modern slavery and an online assessment to check and consolidate employees’ understanding. The training module and the assessment are mandatory for every employee. Participation in the training and completion of the assessment are tracked centrally, and to date 99% of Group staff have completed the training and the assessment.
We also raise awareness of modern slavery and human trafficking by including a section on this topic and its importance in our standard employee induction process.
To increase awareness of our activities in relation to preventing modern slavery externally, we referenced our last modern slavery statement in our UK group consolidated annual financial statements for the year ended 31 December 2021. We have also registered recent modern slavery statements with the UK Government’s modern slavery statement registry to enhance the transparency and accessibility of our commitment to eliminating modern slavery. Our registration for 2021 can be found on the UK Government’s website.
Following a review of the effectiveness of the steps we have taken so far, we intend to take the following further actions during 2022 and beyond to help prevent modern slavery and human trafficking.
We aim to embed the practices we have implemented to date and continue, for example, to include the prevention of modern slavery as a periodic agenda item for employee forum and UK staff board meetings.
We plan to publish relevant news articles, and links to further training, relating to modern slavery on our dedicated Governance, Risk and Compliance (GRC) training page on our Group’s staff intranet. This content will sit alongside the training and assessment we have already implemented, which will continue to be mandatory for every employee.
We intend to implement further training in relation to our Group Values in 2022 given their critical importance to the running of our business. We plan in due course to start refreshing our manager training program along similar lines in order to embed our Group Values via the practices and conduct of our managers.
In our Modern Slavery Statement for the financial period ending 31 December 2022 we plan to outline the launch (completed in March 2022) of the Group’s new whistleblowing app. This has been made available (on our Group’s staff intranet) to encourage transparency and reporting whilst protecting the anonymity of whistleblowers.
We are in the process of updating our Group Supplier Policy to include, where applicable, the option to request (and review) certain information from our suppliers relating to their compliance with applicable law, including laws relating to modern slavery and human trafficking. For this purpose, information request forms are also in the process of being developed. We expect the updated policy and new information request process to be in place by the end of 2022. Our aim is that obtaining this information from selected suppliers will (i) enable us to get a better understanding of our suppliers; (ii) allow us to better assess the level of modern slavery risks in our supply chains; and (iii) give us a greater ability to scrutinize the actions being taken by our suppliers to identify and tackle such risks.
We plan to share the positive steps we have taken to tackle and prevent modern slavery in the UK Government’s modern slavery statement registry in 2022 and to reference our latest modern slavery statement in our UK group consolidated financial statements for future financial periods.
This statement is made pursuant to section 54(1) of the Modern Slavery Act 2015 and constitutes our slavery and human trafficking statement for the financial year ending 31 December 2021. This statement has been authorised and approved by the board of directors of Autovista Bidco Limited.
On behalf of Autovista Bidco Limited