Section 172

Section 172 Statement

The Directors confirm that they have acted in a way that they consider, in good faith, to be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have had regard, amongst other matters, to the matters set out in s172(1) of the Companies Act 2006 (“s172 Matters”). This statement, together with the examples on pages 29 to 34, describes how the Directors have had regard for s172 Matters in respect of the year.

The Company Secretary sets out the s172 Matters in all Board meeting packs to ensure these are front of mind, and the Directors are reminded of their duty under s172(1) at the start of each Board meeting. Consideration of the broader s172 matters forms an integral part of Board discussion; the Directors as a matter of course have regard to the need to maintain a reputation for high standards of business conduct, the need to act fairly between stakeholders, and the long term consequences of their decisions. These considerations are referenced in meeting papers as relevant, and discussions thereof recorded in the meeting minutes.

With regard to more Company specific stakeholder groups, the Board has identified those key to the Company based on each group’s potential to a) be impacted by the Company’s activities, and/ or b) have an impact on the Company’s activities. These key stakeholders, as agreed by the Directors, are set out on pages 29 to 34, together with information about their material issues and methods of engagement. Whilst Directors engage directly with stakeholders on certain topics, stakeholder considerations on the whole are brought to the Board’s attention through reports and presentations from the Executive Directors and senior management. This is an integral element of regular Board reporting and, in the case of certain stakeholders such as the workforce, may be discussed as a separate agenda item.

As a result of these processes, the Directors have the necessary oversight of the Company’s engagement with stakeholders to enable them to discharge their duty under s172(1) in the course of their decision making. Moreover, the Board has concluded that the Company’s key stakeholders set out on 29 to 34 are appropriate and that the methods of engagement for each are proportionate and effective. The Company’s key stakeholders and methods of engagement will be kept under review and reported on each year in the Company’s Annual Report.

Engaging with our Stakeholders

The Directors are responsible for promoting ProCook’s long-term success by creating sustainable value for the benefit of our stakeholders as a whole.

This responsibility is discharged by the role that the Directors play in strategic decisionmaking, including approval of the Group’s strategy, budgets and key investment programmes, leadership and organisational changes, and key policies.

At ProCook, our key stakeholders include our customers, our people, our suppliers, our shareholders, and the communities in which we operate.

The Board is committed to regular and effective engagement with our key stakeholders and recognises that this is essential to ensure that the impact, on all stakeholders, of important decisions are appropriately considered. Where the Board does not itself engage directly with certain stakeholder groups, it oversees the engagement activities of management within ProCook, and receives updates from management on such activities.