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, 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 Depository services to unauthorised UK domiciled funds and to transfer this activity and the Facilities Agency activity to BNP Paribas S.A. and to transfer the 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 the DFS Operating Committee as and when relevant.
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 2022
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.
On 12 March 2022, the Company signed a Sale and Purchase agreement to sell its holding in Euroclear Holding NV/SA to a third party for consideration of £8.25 million, as part of an initiative by the BNP Paribas Group to exit its entire Euroclear investment. The Company had classified its investment in Euroclear Holding NV/SA at fair value through other comprehensive income at a value of £6.7 million at 31 December 2021. The investment was derecognised and the total accumulated realised gain of £4.3 million was transferred to retained earnings, with no recycling of any part of the gain through the income statement.
The Board approved an interim dividend of £1,102,000 (2021: £2,571,000) which was paid on 18th May 2022 to its immediate parent company BNP Paribas S.A. The Directors considered all relevant matters set out under the Companies Act 2006 concerning the payment of dividends including reviewing the Company’s distributable reserves and its ability to pay its debts as they fall due having regards to the entirety of the Company’s business and the actual and contingent liabilities.
The Company engages with its shareholder and subsidiaries 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 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 Board have fully considered and supported the Company’s subsidiary, BNP Paribas Net Limited, and the proposed transfer of activities in order to support the wider Group strategy and the telecom provision to Group entities, and the subsequent winding up of the entity.
The Board carefully considers the Company’s investments in light of its Corporate and Social Responsibility (“CSR”) and Code of Conduct to ensure alignment with the wider Group CSR and Code of Conduct strategies. In support of these strategies, the Board pursued a divestment strategy resulting in the successful disposal of its investment in Nostrum Oil and Gas Plc in October 2022.
The Company and the Group 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 shareholders.
The Directors continued to provide oversight governance of the Company’s subsidiaries to ensure that they comply with the Group’s policies and maintain high standards of business conduct. The subsidiaries and investments provide regular updates on their activities to the Directors.
BNP Paribas NET 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 provides services to the Group subsidiaries and has no employees. As a wholly-owned subsidiary within the Group, the Directors consider the impact of the Company’s activities on its immediate parent, its Group subsidiary clients and its suppliers, being the Company’s principal 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 in relation to the delivery of the Company’s services, to ensure that it provides the appropriate level of service to its clients and that the Company operates high standards of business conduct and governance.
The Board consulted its shareholder on the potential impact of the COVID-19 pandemic and the uncertain environment and determined that there was no material impact to the Company to date but would monitor the situation and keep its shareholder informed on developments.
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 BNP Paribas Group (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 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 BNP Paribas Group (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. On 9 November 2021, in consultation with the Company’s shareholder and, acting in the best interests of the Company and its stakeholders, the Directors took the decision to reduce the Company’s issued, fully paid up share capital by US$ 11 million.
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 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.