Section 172(1) Statements
BNP Paribas Trust Corporation UK Limited
Statement by the Directors in relation to Performance of their Statutory Duties in accordance with Section 172(1) Companies Act 2006
Section 172 of the Companies Act 2006 (the “Act”) requires Directors to take into consideration the interests of stakeholders in their decision-making having regard to the matters set out in Section 172(1)(a)-(f) of the Act. The following section sets out how the Directors have engaged with the Company’s stakeholders during the year.
The Company is wholly owned by BNP Paribas S.A, (“the Group”) and the Directors consider the impact of the Company’s activities on its parent. Any decisions taken will be aligned to the strategy and standards of the Group and be made in the best interests of all stakeholders. Impacts of any decisions will be determined through ongoing risk assessment conducted with all relevant stakeholders. Details of the key decisions taking place during the year under review are explained on page 3 in relation to the Company’s strategy to focus on the provision of Trustee services and to transfer the UK non-Authorised Funds and Facilities Agency Services activity to BNP Paribas S.A. London Branch and to transfer the UK Authorised funds Depositary book of business to client-nominated third parties.
The Company has no employees, however, as a subsidiary Company within the Group, the Directors consider the impact of the Company’s activities on its shareholder, its subsidiaries, the BNP Paribas businesses that have an interest in the Company’s investments, its clients and other stakeholders. The Company’s stakeholders are consulted routinely on a wide range of matters including investment strategy, governance of its subsidiaries and compliance with Group policies, corporate governance matters and operational matters, to ensure that the Company operates at high standards of business conduct and governance in line with the Group.
The Company engages with its shareholder on an ad hoc basis on requests for additional capital distributions or funding. The Directors assess such requests in light of the Company’s minimum capital requirements to maintain profitability in the long-term.
The Board of Directors adhere to an established Corporate Governance Framework to support the Board’s aim of achieving the long-term success of the Company and sustainable value for its shareholder.
The Directors continued to provide oversight governance of its subsidiaries to ensure that they comply with the Group’s policies and maintain high standards of business conduct. Updates regarding the activities of the subsidiaries are provided via Trustee Services Operating Committee as and when relevant. The property assets of the subsidiaries are in the process of being transferred to third parties. Once completed the long-term strategy of the two subsidiaries will be considered.
The Board engages with the London Branch on various matters including governance.
BNP PUK Holding Limited
Statement by the Directors in relation to Performance of their Statutory Duties in accordance with Section 172(1) Companies Act 2006
Section 172 of the Companies Act 2006 (“the Act”) requires Directors to take into consideration the interests of stakeholders in their decision-making having regard to the matters set out in Section 172(1)(a)-(f) of the Act. The following section sets out how the Directors have engaged with the Company’s stakeholders during the year.
The Company has no employees, however, as a subsidiary holding company within the BNP Paribas Group (“the Group”), the Directors consider the impact of the Company’s activities on its shareholder, its subsidiaries, the BNP Paribas businesses that have an interest in the Company’s investments and other stakeholders. The Company’s stakeholders are consulted routinely on a wide range of matters including funding decisions, investment strategy, governance of its subsidiaries and compliance with Group policies with the aim of maximising investment returns for the benefit of its shareholder and ensuring that its subsidiaries maintain high standards of business conduct and governance.
Key Strategic Decisions in 2024
For each matter that comes before the Board, the Board considers the likely consequences of any decision in the long-term, identifies stakeholders that may be affected and carefully considers their interests and potential impact of the decision-making process.
The Board approved the payment of a dividend of £9.21 million (2023: £2.66 million) which was paid on 16 May 2024 to its parent company BNP Paribas. The Directors considered all relevant matters set out under the Companies Act 2006 concerning the payment of dividends having regards to the entirety of the Company’s business, actual and contingent liabilities.
The performance of the Company’s investments and subsidiaries are monitored periodically with executives from the BNP Paribas businesses that have an interest in and are responsible for managing such investments. The Company’s subsidiary, BNP Paribas Net Limited was placed into members’ voluntary liquidation on 2 December 2024, having transferred its activity to another Group company on 4 April 2024. The Company received a pre liquidation dividend of £5.2 million. The residual value of the investment of £0.5 million represents the value of the paid up share capital of the subsidiary, to be remitted to the Company upon liquidation, less costs of liquidation.
The Board carefully considers the Company’s investments in light of its corporate and social responsibility objectives (“CSR”) and Code of Conduct to ensure alignment with the wider Group CSR and Code of Conduct strategies.
The Company continues to be committed to its strong ambition and maintains high standards in social and environmental issues, ethical responsibility and promoting diversity and inclusion and ensures the Company aligns with the wider Group commitments and initiatives.
The Board of Directors adhere to an established corporate governance framework to support the Board’s aim of achieving the long-term success of the Company and sustainable value for its shareholder.
The Directors continued to provide oversight governance of the Company’s subsidiary to ensure that they comply with the Group’s policies and maintain high standards of business conduct. The Directors receive regular updates from the subsidiary and investment representatives regarding the activities and performance to ensure they are well informed.
Harewood Helena 1 Limited
Statement by the Directors in relation to Performance of their Statutory Duties in accordance with Section 172(1) Companies Act 2006
Section 172 of the Companies Act 2006 (the “Act”) requires Directors to take into consideration the interests of stakeholders in their decision-making having regard to the matters set out in Section 172(1)(a)-(f) of the Act. The following section sets out how the Directors have engaged with the Company’s stakeholders during the year.
The Company is wholly-owned by BNP Paribas S.A., and the Directors consider the impact of the Company’s activities on its immediate parent. Any decisions taken will be aligned to the strategy and standards of the Group and be made in the best interests of all stakeholders. Impacts of any decisions will be determined through ongoing risk assessment conducted with all relevant stakeholders.
The Company’s stakeholders are consulted routinely on a wide range of matters including funding decisions, delivery of the Group’s strategy, compliance with Group policies, corporate governance matters and operational matters, to ensure that the Company operates at high standards of business conduct and governance in line with the Group.
The Company has no employees or customers. The Company has intra-Group suppliers and recognises the importance of building strong relationships with its suppliers. The Board ensures it has visibility over these key relationships and takes these into account when making decisions. The Company believes that the behaviour of suppliers must adhere to the Group’s commitments on environmental, social and governance issues.
The Company seeks to be a contributor to responsible and sustainable global development. Its ambition is to have a positive impact on its stakeholders and on the wider society. The Company strives to mitigate potential violation of social or environmental rights, including human rights, from its financing and investment activities.
The Board continue to provide the highest standards of governance to ensure that they comply with the Group’s policies and maintain high standards of business conduct.
The Board engages with its immediate parent company on various matters including governance.
Harewood Helena 2 Limited
Statement by the Directors in relation to Performance of their Statutory Duties in accordance with Section 172(1) Companies Act 2006
Section 172 of the Companies Act 2006 (the “Act”) requires Directors to take into consideration the interests of stakeholders in their decision-making having regard to the matters set out in Section 172(1)(a)-(f) of the Act. The following section sets out how the Directors have engaged with the Company’s stakeholders during the year.
The Company is wholly-owned by Cardif Assurance Vie, and the Directors consider the impact of the Company’s activities on its immediate parent. Any decisions taken will be aligned to the strategy and standards of the Group and be made in the best interests of all stakeholders. Impacts of any decisions will be determined through ongoing risk assessment conducted with all relevant stakeholders.
The Company’s stakeholders are consulted routinely on a wide range of matters including funding decisions, delivery of the Group’s strategy, compliance with Group policies, corporate governance matters and operational matters, to ensure that the Company operates at high standards of business conduct and governance in line with the Group.
The Company has no employees or customers. The Company has intra-Group suppliers and recognises the importance of building strong relationships with its suppliers. The Board ensures it has visibility over these key relationships and takes these into account when making decisions. The Company believes that the behaviour of suppliers must adhere to the Group’s commitments on environmental, social and governance issues.
The Company seeks to be a contributor to responsible and sustainable global development. Its ambition is to have a positive impact on its stakeholders and on the wider society. The Company strives to mitigate potential violation of social or environmental rights, including human rights, from its financing and investment activities.
The Board continues to provide the highest standards of governance to ensure that they comply with the Group’s policies and maintain high standards of business conduct.
The Board engages with its immediate parent company on various matters including governance.
Cardif Insurance Holdings PLC
Statement by the Directors in relation to Performance of their Statutory Duties in accordance with Section 172(1) Companies Act 2006
The following disclosures describe how the Directors have had regard to the matters set out in section 172(1) (a) to (f) and forms the Directors’ statement required under section 414CZA of the Companies Act 2006.
The Company has no customers, workforce or suppliers of its own. As a subsidiary holding company within the BNP Paribas Group, the Directors consider the impact of the Company on its shareholder, the BNP Paribas businesses that have an interest in the Company’s investment and its investee company.
The following paragraphs sets out why and how the Board engaged with its stakeholders during 2024.
Shareholder
Why the Board engages
The Company supports the business strategy of its shareholder by creating value by generating sustainable results and by protecting brand value and reputation with partners, customers and regulators.
How the Board engages
The Directors consult its shareholder routinely on a wide range of issues including funding strategies and investments. The Board monitors the progress and performance of its investment in Pinnacle Pet Holdings Limited (“PPH”) with the view to creating value and sustainable results for the Company and its shareholder.
The Board considers the likely consequences of any decisions in the long-term identifying stakeholders that may be affected, considering their interests and potential impact. In December 2024, PPH raised an additional £100m of capital to fund the further consolidation of its businesses following a number of acquisitions in 2023 and the acquisition of new partnerships in UK. Pursuant to this fund raise, the Company was provided a catch up right to subscribe to its share of the capital raised. The Company did not participate in the capital raising. The effect of this capital increase is reflected in a dilution of the Company’s ownership in PPH as at 31 December 2024.
The Directors regularly liaise with BNP Paribas Cardif’s representatives who sit on the PPH Board and in jointly held committees on governance, risk and compliance such as the Risk and Audit Committee. The Directors also hold regular meetings with BNP Paribas Cardif on financial, strategic, customer-related and regulatory topics on the PPH group to help understand and take into consideration its perspectives.
On 8 November 2024, BNP Paribas Cardif agreed to provide additional funding to support the refinancing of the Company’s loans from BNP Paribas by subscribing for an additional 647,949 ordinary shares of £1 each for £55.56 increasing the Company’s share capital by £36m.
Investee Company
Why the Board engages
The Directors provide support to PPH Group initiatives in the development of its business activities. Depending on the nature of the development and the capacity of the Company in funding the activity, they may decide to further invest or not.
How the Board engages
The Company has a director representative on the board of PPH who receives routine reports on PPH’s activities and customer related matters. The Director representative keeps the Board informed on developments within the PPH business, performance and key risks.