Section 172 (NEW)

Luke Murphy
Head of Investor Relations & Communications

Head of Investor Relations & Communications for The Panoply

Our 172 Statement 

The directors of The Panoply and all those of all UK Companies must act in accordance with a set of general duties. Section 172 of the Companies Act requires Directors to take into consideration the interests of stakeholders in their decision making and is summarised as follows: 

“A Director of a company must act in a 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 the high standards of business conduct, and 

The need to act fairly between shareholders of the company 

This section serves as our Section 172 statement. 

The Board considers, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareowners as a whole (having regard to the stakeholders and matters set out in Section 172(i)(a-f) of the Act in the decisions taken during the year ending 31 March 2021). 

Our Vision: Impactful digital transformation, responsibly delivered, at scale 

The Board recognises that engagement with the Company’s stakeholders is critical to the success of the business in realising this vision. The Directors continue to have regards to the interest of our people and the Company’s other stakeholders, including the impact of its activities on the community, the environment and the Company’s reputation when making decisions. We recognise that promoting the long-term sustainability and success of the Company is intertwined with creating value for, and engagement with, our stakeholders. It should therefore be at the core of our business. 

Engagement with stakeholders is not new and has been a part of the business since its inception, but the obligation to include the Section 172 statement presents an 

opportunity to illustrate to you how your Board engages with stakeholders and how this has impacted on your Company’s decisions and strategies. 

The Directors are fully aware of their responsibilities to promote the success of the Company in accordance with Section 172 of the Act. Our intention is to behave responsibly and ensure that management operates the business in a responsible manner, operating within the high standards of business conduct and good governance expected of us. 

Engagement with Stakeholders 

Our Stakeholders 

We understand that the success of our business is intrinsically linked to the impact we have on our people, planet and the communities we work with and for. 

From our clients, suppliers, our people, our shareholders and our planet, building strong effective relationships and engaging regularly is imperative to our continued success and impact. 

Effective stakeholder engagement builds trust, strengthens our legitimacy as a socially responsible business and supports our efforts to develop and implement effective solutions to build sustainable futures for our people, planet and communities. 

Our Key Stakeholders and how we engage with them 

Our Clients 

In 2020, everything we took for granted was upended. The way society and communities worked, learnt and interacted was transformed overnight. How people shopped, socialised and entertained changed radically, and the nature of work changed in a few short hours. 

How we engage with our clients 

Covid-19 required us to pivot how we supported and engaged with our clients from a physical to 100% virtual presence overnight. 

We were committed to being part of the solution at a time where our clients were focused on saving lives and delivering critical services. This enabled us to build relationships that will grow for years to come. 

We continuously evolved how we communicate and deliver our services based on client feedback. 

For some clients, we co-locate or embed our people, which helps facilitates clear communication, collaboration and teamwork. 

Engagement outcome: examples 

The change in working enabled us to support our clients during some of the toughest periods ever experienced, this proximity to our clients has led to some incredible work. 

Delivering the Ventilator Dashboard. The Department of Business, Energy and Industrial Strategy (BEIS) was asking businesses to offer their support in the production of ventilators and ventilator components. They wanted to quickly put up a form to collect businesses’ information after the relevant call centres and email accounts were overloaded. We delivered this form live in one day. 

Our Shareholders 

Our focus is to ensure that all of our shareholders are treated equally and fairly, so that they may fully benefit from our continued successful execution against both our impact and commercial vision. We believe it is important that our shareholders understand and support what we are trying to achieve as we rely on their continued confidence to support our growth activities. 

How we engage with our shareholders 

Covid-19 required us to adapt how we engage and continue to build our relationships with our Shareholders. Investor roadshows became virtual and investor events moved to online platforms. This change enabled us to see more of our shareholders, more regularly and provide them greater levels of detail around our operations and the impact we were having on our people, planet and communities we operated in. 

This year we engaged with our shareholders through various channels, mainly: 

Investor roadshows 

AGM, which the Chairman, Non- Executive and Executive Directors attend to ensure engagement with a broad range of shareholders 

Stock exchange announcements, increased regularity during early stages of the pandemic to provide shareholders the most up to date status of the group 

Annual report 

Retail Investor events, Including Mello, Investor Meet Company and PI World 

The Directors have regular contact with existing shareholders and potential investors in The Panoply. Neal Gandhi and Oliver Rigby communicate via email, calls and face-to-face meetings with shareholders. 

Following our H1 Interim results in November we conducted a virtual roadshow that took place across two weeks, providing the opportunity to engage with existing and potential new shareholders. 

Engagement outcome: examples 

Following the November roadshow the Company successfully completed a secondary sale of 2,761,849 existing ordinary shares of £0.01 each in the Company. The Sale Shares represented approximately 4.0% of the Company’s issued shares at the time. 

Our Suppliers & Business Partners 

We rely on our suppliers and business partners to deliver our services to our customers and to maintain our productivity. They have regard to several factors when considering a business relationship with The Panoply, including; the success of our business, developing long term relationships, trust and credibility, ethics (Including anti-corruption and bribery, human rights and modern slavery). 

How we engage with our suppliers & business partners 

We are committed to building strong working relationships with our suppliers and business partners. It is the responsibility of all our employees to engage directly with our suppliers and business partners to ensure we are aligned on quality, ethics, innovation and delivery. 

In line with our consolidation focus, we appointed a Group Strategic Partnerships Director, responsible for the Group’s relationships with Microsoft, Amazon (AWS) and Google (GCP). Our relationships with these key technology parties are critical to the Group’s continued success. 

Engagement outcome: examples 

The Group recently attained a Microsoft Gold Cloud Platform competency, demonstrating a “best-in-class” ability and commitment to meet Microsoft Corp customers’ evolving needs in today’s mobile-first, cloud-first world as well as distinguishing itself within Microsoft’s partner ecosystem. Becoming a Microsoft Gold Partner will allow the Group to combine strengths with Microsoft, speeding up deployment and improvement of Microsoft Azure environments. 

Our People: 

We understand how important it is to have a workforce with different skills, perspectives and experiences. Across the Group, we are making sure that our workplaces are inclusive and supportive enough to attract the diversity of talent that will enable us to grow. 

How we engage with our people 

Provision of mental health first aiders 

Monthly feedback loops 

Employee Assistance Program (EAP) 

Employee Forums 

Employee Resource Groups (ERGs) 

2020 put many pressures on our people, none that could have been foreseen. Our priority was to support our people and their families in any way we could. We encouraged open dialogue between employees and managers, and ensured teams had the resources to manage any issues they faced. 

We set up mental health first aiders, an employee assistance programme and supported our employees with young children through childcare company Grandnanny, providing free care to parents when nurseries and schools were closed. 

Engagement outcome: examples 

Details on the engagement with our people can be found in our dedicated people section 

People

Our Planet: 

The environmental impact of the digital industry has been vastly underestimated. With a carbon footprint today equal to the aviation industry, we want to raise awareness of this and work with our industry to minimise its impact. 

We believe that there is a better, more sustainable way to do business. We’re investing in training and research to build teams of technology experts within the Group who deeply understand the environmental impact of digital products and are able to design and advocate for better alternatives. 

How we engage with our planet 

Partnerships with NGOs including Ecologi and Rewilding Britain 

Membership of Sustainable Digital Infrastructure Alliance 

Membership of BIMA Sustainability Council 

This year we have partnered with Emitwise, a technology platform that helps us monitor and track our carbon footprint in real time. This partnership provides us the capabilities to deliver against our vision of becoming real-time carbon neutral by 2023. 

Alongside tracking our carbon, we have continued our rollout of web browser Ecosia, which has now helped finance over 750 trees, Ecologi on their Gold Standard offsetting program and have implemented a Electric Vehicle Leasing Scheme through Octopus EV to enable our employees to switch to green energy transport. 

Engagement outcome: examples 

Our approach to the planet challenges the status quo for businesses. We go beyond the minimum that is required of us as an organisation, prioritising not only how we can mitigate our environmental impact, but also bring about positive change too. 

Details on the engagement with our planet can be found in our dedicated planet section, 

Planet

Our Communities: 

During periods of upheaval, communities face the threat of being left behind. We want to ensure those communities not only thrive now, but also have a meaningful stake in the future. Our work is transforming the way that businesses operate, ensuring that we are equipping people with the skills they need to thrive in the future workplace. 

Our community investment work is focused on empowering vulnerable communities through technology and providing access to employment for diverse talent. 

Engagement 

Partnership with ADA National College for Digital Skills 

Participants and alumni of Future Leaders programme 

Purposefully investing time and energy and empowering the communities in which we live and work is at the very heart of what we do. Although the restrictions last year made community action more challenging, people across the Group had some incredible opportunities to get involved digitally. 

As part of our 1% time pledge, every employee can spend 2 days each year participating in community action in the form of voluntary and pro-bono work for charities or charitable organisations or on a project with a specific charitable aim, either organised by the company or employee. 

Engagement outcome: examples 

Details on the engagement with our communities can be found in our dedicated communities section, 

Communities

Luke Murphy
Head of Investor Relations & Communications

Head of Investor Relations & Communications for The Panoply