Section 172 Statement

Howard de Walden Estates Limited

Section 172 statement for the year ended 31 March 2021

Overview

The Board, comprised of the three Executive Directors and 11 Non-Executive Directors, normally meets four times per year. In response to COVID-19, the Board convened two additional meetings to manage the impact of the global pandemic. Many of the Company’s stakeholders have been adversely affected by COVID-19 and Board decisions over the last 12 months have needed to consider and assess the effect of the pandemic on stakeholders. This is our section 172 statement which should be read in conjunction with the Strategic report in the financial statements as a whole.

The requirement

Section 172 of the Companies Act 2006 (‘section 172’) requires a Director of a company to act in the way he or she considers, in good faith, would be most likely to 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 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 the environment;
  • the desirability of the company maintaining a reputation for high standards of business conduct; and
  • the need to act fairly with members of the company.

The Directors give careful consideration to the factors set out above in discharging their duties under section 172 for the Company.

Role of the Board

While the primary activity of the Board is to oversee the operations of a property investment and management business capable of distributing a proportion of its profit to shareholders, the Board recognises that long-term success is dependent on maintaining relationships with all its key stakeholders considering the external impact of the Company’s activities. The Company engages with a wide range of stakeholders to inform our decision making, including customers, suppliers, neighbouring communities, employees and shareholders, as well as considering our impact on the environment. As long-term stewards of Marylebone, the Board actively considers the views of all stakeholders as it seeks to continue to deliver outstanding places to visit, live and work.

The Board met throughout the year to discuss matters of strategic importance and to obtain an understanding of the performance and position of the Howard de Walden Group, of which Howard de Walden Estates Limited is the largest entity. Decisions made by the Board consider the Group’s performance and the impact on stakeholders, with the Company’s reputation of paramount importance. The three Executive Directors are part of the Executive Committee (comprising the most senior non-Board employees in the Company) and attend management meetings throughout the year to obtain a full understanding of issues affecting the Company and to improve decisions made at Board level. To improve clarity of decision making, with effect from 1 April 2021, the consideration of all key strategic decisions taken by the Board will involve a formal assessment of  the impact on stakeholders. Some of the key strategic decisions made in the year are included below.

Stakeholders

The following are considered the key stakeholders of the Company:

  • Customers – Our occupiers are the centre of the community. Through careful selection, they bring vibrancy to the area and help to make Marylebone a desirable location to visit, live and work.
  • Employees – The Company cannot satisfy its other key stakeholders without our employees. They are key to the long-term success of the Company.
  • Shareholders – As a family-owned group, our family members’ interests are always considered when making key strategic decisions. A Shareholder Committee provides a platform for the shareholders to provide input on long-term strategic decisions.
  • Communities – The Company is embedded within the local As responsible stewards, we need to play our part in supporting the community through events, direct charitable giving and our schemes which impact upon the local environment.
  • Suppliers – We seek to work with suppliers and contractors who share our standards. When working on the Estate, suppliers are an extension of Howard de Walden so it is essential they maintain the Company’s reputation as considerate stewards.
  • Debt providers – We maintain a close working relationship with our debt providers who play an important role in the long-term future of the Company.
  • Local authorities – We work closely with the City of Westminster to ensure we maintain and enhance Marylebone for all.

Major Board decisions during the year ended 31 March 2021

1. Managing the response to a global pandemic

Stakeholders impacted:  Customers, Suppliers, Communities, Employees, Shareholders and Local authorities.

Stakeholder consideration and outcome:

-       Action groups comprising senior management and Executive Directors were established to handle issues and coordinate our response.

-       Communication frequency with stakeholders increased due to the ever-changing situation. The Company’s approach and decisions made were clear and timely.

-       All customers were impacted by COVID-19. The Board were frequently appraised with Management’s proactive response to engage with customers from the outset.

-       The Board sought updates to the impact on ongoing refurbishment projects including supply chain issues and delays due to social distancing working practices.

-       The local area temporarily benefited from the reduced road traffic reducing air pollution. As working practices change, opportunities to build back greener are evaluated.

-       Charities were hit hard by the pandemic, with fundraising events cancelled and volunteering services not possible, the Company embarked upon its largest ever amount of charitable and community support contributions.

-       Employee health and wellbeing was paramount amongst the Board’s concerns. Safe working environments were adapted, and frequent communication kept staff informed at all times.  Staff welfare initiatives were also introduced.

-       With significant economic uncertainty, the Board felt it was critical to maintain cash and liquidity to preserve the financial strength of the Company. Expenditure levels including dividends were reduced.

-       The effects of the pandemic will continue beyond this year and the Board will maintain practices established during the year and continue to react and adapt to any new changes and challenges which may arise.

2. Revising the strategic plan

Stakeholders impacted:  Customers, Communities, Employees, Shareholders and Local authorities.

Stakeholder consideration and outcome:

-       The family shareholders are keen to understand how the Company and Howard de Walden Group will evolve, especially where this will impact future generations.

-       The long-term success of any plan requires active engagement with employees to ensure that targets and goals can be achieved.  A cross-section of Executive Directors, senior managers and other staff have been actively engaged and involved in collating ideas for the strategic direction of the plan.

-       The annual employee engagement survey provides a platform for the Executive Directors to respond to employee concerns and address key needs around training and career progression.

-       Customers will be impacted by any decisions made which differ to the existing strategic plan. The process will involve identifying current and future customers’ requirements to ensure our plans are fit for purpose.

-       The Marylebone community will be enriched through investment in sustainable buildings and spaces.

-       Achieving long-term sustainability goals is integral and to be adopted into the strategic plan.

-       The Board aims to ratify plans at the December 2021 AGM following consultation with the Shareholders via the Shareholder Committee.

3. Approach to long-term borrowings

Stakeholders impacted:  Shareholders, Debt providers, Customers and Employees.

Stakeholder consideration and outcome:

-       There is an understanding that business growth will require investment. There is a balance to be struck between investing, maintaining and growing the estate, and generating profit and cash flow to enable dividends to be paid.

-       With private placements tranches expiring in the next few years, the Board agreed to sanction a £50m forward starting note placement to reduce refinancing risk.

-       The decision solidifies our financial strength leaving no significant debt maturing until 2024.