Statements under section 172 of the Companies Act 2006

Direct Line Insurance Group plc

Section 172(1) Statement

Direct Line Group is a leading motor, home and commercial insurer which depends on the trust and confidence of its stakeholders to operate sustainably in the long term. The Group seeks to put its customers’ best interests first, invests in its employees, supports the communities in which it operates and strives to generate sustainable profits for shareholders.

The Directors of Direct Line Insurance Group plc have acted in accordance with their duties codified in law, which include their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006.

Section 172 considerations are embedded in decision making at Board level and throughout the Group. Issues, factors and stakeholders which the Directors have considered when discharging their duty under section 172(1) are detailed on pages 61 to 73, 88 to 89 and throughout this Annual Report.
Our vision, purpose, sustainability pillars and values are set out in the Strategic report, as are the risks facing our organisation and the mitigating action we take, our environmental, social and governance practices, examples of stakeholder engagement and information about our engagement with employees, shareholders and suppliers. The Group’s ESG activity, overseen by the Board, is described in the Strategic report on pages 59 to 73.

The Corporate Governance report contains examples of how the Directors have engaged and have had regard to our stakeholders and the effect of doing so on principal decisions taken by the Company during the financial year.

U K Insurance Limited

Section 172(1) Statement and engagement with stakeholders

The Group is a leading motor, home and commercial insurer which depends on the trust and confidence of, and the quality of its engagement with, its stakeholders to operate sustainably in the long term. It seeks to put its customers’ best interests first, invests in its employees, supports the communities in which it operates and strives to generate sustainable profits for shareholders.

The Directors of the Company have acted in accordance with their duties codified in law, in particular their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006.

The Directors of DLIG, the ultimate parent entity of the Group, are also the Directors of the Company. Except in cases in which a decision relates solely to the Company, such as the payment of a dividend, the debates and decisions of the Directors concern both companies. The Group’s governance framework, which is consistent with the 2018 UK Corporate Governance Code, applied to the Company during the year. Further information about the Company’s governance arrangements can be found in the Directors’ Report on page 7. The Company relies on resources made available by the Group including staff and suppliers who are respectively employed and contracted by a fellow subsidiary undertaking, DL Insurance Services Limited. Disclosures relating to employees and suppliers may be found in the annual report and financial statements of DL Insurance Services Limited and DLIG for the year ended 31 December 2019.

The Group’s vision, purpose and values are set out in the Strategic Report of DLIG for the year ended 31 December 2019 on pages 20 and 21 and further information on the Group’s five-pillar sustainability strategy, which includes engagement with the community and protection of the environment and which applies to the Company, can be found on pages 59 to 73 in DLIG’s 2019 annual report.

Examples of how the Group has engaged with its stakeholders and had regard to the need to foster the company’s business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the Company during the financial year are detailed in DLIG’s Corporate Governance report for the year ended 31 December 2019 on pages 88 and 89. The Company is the principal underwriter of the Group and the combined Board meetings of DLIG and the Company monitor customer engagement by receiving customer experience and conduct and complaints reports at each scheduled meeting. During 2019, the Board focused on improvements in pricing transparency and customer purchasing and claims experiences. During the year, the Group held its first Capital Markets Day (“CMD”) at which investors and analysts were able to see how investments in technology and staff training are supporting our customer experience. More information about the Group’s 2019 CMD can be found on the Group’s corporate website.

The Directors consider the likely consequences of any decision in the long-term. Each company within the Group is bound by Group policies consistent with the Group’s culture in all key areas including supplier management and outsourcing, customer conduct, human resources and the environment. Group policies and minimum standards applied by the Company during the financial year included, for example, the capital management minimum standard to which the Directors adhered when making decisions concerning the management of the Company’s capital and declaration of dividends. Details of decisions made regarding dividends can be found on page 3.

The Directors and management operate the business in a responsible manner with the aim of ensuring that the Company maintains a reputation for high standards of business conduct and good governance. Each year, the Directors of DLIG, who are also the Directors of the Company, review the Group's Code of Business Conduct which embodies the Group’s culture, purpose and values. The Code of Business Conduct provides guidance to the Group’s employees and contractors on the high standards of professional and ethical conduct expected of them and aims to preserve the Group’s and the Company’s reputation for high standards of conduct. Information on the Group’s Ethical Code for Suppliers can be found in the DLIG’s annual report and financial statements for the year ended 31 December 2019 on page 67. The Company’s statement on Modern Slavery can be found on the Group’s corporate website.



Churchill Insurance Company Limited

Section 172(1) Statement

The Group is a leading motor, home and commercial insurer which depends on the trust and confidence of, and the quality of its engagement with, its stakeholders to operate sustainably in the long term. It seeks to put its customers’ best interests first, invests in its employees, supports the communities in which it operates and strives to generate sustainable profits for shareholders. The principal activity of the Company is the provision of general insurance, in so far as it relates to the handling and final settlement of outstanding motor claims.

The Directors of the Company have acted in accordance with their duties codified in law, in particular their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006.

The Directors of DLIG, the ultimate parent entity of the Group, are also the Directors of the Company. Except in cases in which a decision relates solely to the Company, such as arrangements for the Company’s policyholders or the adoption of new Articles of Association, the debates and decisions of the Directors concern both companies. The Group’s governance framework, which is consistent with the 2018 UK Corporate Governance Code, applied to the Company during the year. Further information about the Group’s governance arrangements can be found in DLIG’s annual report and financial statements for the year ended 31 December 2019 on page 90. The Company relies on resources made available by the Group including staff and suppliers who are respectively employed and contracted by a fellow subsidiary undertaking, DL Insurance Services Limited. Disclosures relating to employees, suppliers, customers and others may be found in the financial statements of DL Insurance Services Limited and the DLIG’s Annual Report and Accounts for the year ended 31 December 2019.

The Group’s vision, purpose and values are set out in the Strategic Report of DLIG for the year ended 31 December 2019 on pages 20 and 21 and further information on the Group’s five-pillar sustainability strategy, which includes engagement with the community and protection of the environment and which applies to the Company, can be found on pages 59 to 73 in DLIG’s 2019 Annual Report.

The Directors consider the likely consequences of any decision in the long-term. Each company within the Group is bound by Group policies consistent with the Group’s culture in all key areas including supplier management and outsourcing, customer conduct, human resources and the environment. Group policies and minimum standards applied by the Company during the financial year included, for example, the capital management minimum standard to which the Directors adhered when making decisions concerning the Company’s solvency capital requirement (“SCR”). Further information on the Company’s SCR can be found on pages 2 and 23.

The Directors and management operate the business in a responsible manner with the aim of ensuring that the Company maintains a reputation for high standards of business conduct and good governance. Each year, the Directors of DLIG, who are also the Directors of the Company, review the Group's Code of Business Conduct which embodies the Group’s culture, purpose and values. The Code of Business Conduct provides guidance to the Group’s employees and contractors on the high standards of professional and ethical conduct expected of them and aims to preserve the Group’s and the Company’s reputation for high standards of conduct. Information on the Group’s Ethical Code for Suppliers can be found in the DLIG’s annual report and financial statements for the year ended 31 December 2019 on page 67.

DL Insurance Services Limited

Section 172(1) Statement and engagement with stakeholders

The Group is a leading motor, home and commercial insurer which depends on the trust and confidence of its stakeholders to operate sustainably in the long term. It seeks to put its customers’ best interests first, invests in its employees, supports the communities in which it operates and strives to generate sustainable profits for shareholders.

The Directors of the Company have acted in accordance with their duties codified in law, in particular their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006.

The Directors of the Company are members of the Group’s principal management committee, which helps the Group’s Chief Executive Officer manage the Group’s operations and implement the Group’s strategy, including its approach to sustainability. The Group’s vision, purpose and values and the five-pillar sustainability strategy, which includes engagement with the community and protection of the environment, are set out in the Strategic Report of DLIG for the year ended 31 December 2019 on pages 20, 21 and 59 to 73. The Group’s governance framework, which is consistent with the 2018 UK Corporate Governance Code, applied to the Company during the year. Further information on the Company’s governance arrangements can be found in the Directors’ Report on page 6.

The principal activity of the Company is the provision of services to DLIG and other companies in the Group, including contracting with suppliers, buying or leasing premises and employing staff. The Directors acknowledge that it is sometimes necessary, for the sustainability of the business as a whole, to reorganise the Group’s operating model and adopt new ways of working, which may result, after appropriate consultation, in the redeployment or redundancy of colleagues. In such circumstances, the Directors consult with employees on possible alternative roles and/or provide career support for employees for whom no suitable alternative can be found. Further information on the Company’s engagement with employees can be found in the Directors’ Report on page 5 and in DLIG’s Corporate Governance report for the year ended 31 December 2019 on pages 88 to 89.

Examples of how the Group has engaged with its stakeholders and had regard to the need to foster the company’s business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the Company during the financial year are detailed in DLIG’s Corporate Governance report, for the year ended 31 December 2019 on pages 88 to 89. The Company enters into the substantial majority of all contracts with suppliers to the Group and, during the year, the Directors had particular regard to maintaining a robust relationship with the major suppliers engaged in systems integration, the provision of new technology and platforms for trading systems.

The Directors consider the likely consequences of any decision in the long-term. Each company within the Group is bound by Group policies consistent with the Group’s culture in all key areas including supplier management and outsourcing, customer conduct, human resources and the environment. Group policies and minimum standards applied by the Company during the financial year included, for example, the Cyber Risk minimum standard, to which the Directors adhered when making decisions concerning the Group’s transformation programmes to deliver technology and organisational change.

The Directors and management operate the business in a responsible manner with the aim of ensuring that the Company maintains a reputation for high standards of business conduct and good governance. Each year, the Directors of DLIG review the Group's Code of Business Conduct which embodies the Group’s culture, purpose and values. The Code of Business Conduct provides guidance to the Group’s employees and contractors on the high standards of professional and ethical conduct expected of them and aims to preserve the Group’s and the Company’s reputation for high standards of conduct. Information on the Group’s Ethical Code for Suppliers can be found in the DLIG’s annual report and financial statements for the year ended 31 December 2019 on page 67. The Company’s statement on Modern Slavery can be found on the Group’s corporate website.

 

Green Flag Limited

Section 172(1) Statement and engagement with stakeholders

The Group is a leading motor, home and commercial insurer which depends on the trust and confidence of its stakeholders to operate sustainably in the long term. It seeks to put its customers’ best interests first, invests in its employees, supports the communities in which it operates and strives to generate sustainable profits for shareholders. The principal activity of Company is the provision of insurance intermediary services.

The Directors of the Company have acted in accordance with their duties codified in law, in particular their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006.

One Director of the Company is a member of the Group’s principal management committee, which helps the Group’s Chief Executive Officer manage the Group’s operations and implement the Group’s strategy, including its approach to sustainability. The Group’s governance framework, which is consistent with the 2018 UK Corporate Governance Code, applied to the Company during the year. Further information about the Group’s governance arrangements can be found in DLIG’s annual report and financial statements for the year ended 31 December 2019 on page 90. The Company relies on resources made available by the Group including staff and suppliers who are respectively employed and contracted by a fellow subsidiary undertaking, DL Insurance Services Limited. Disclosures relating to employees, suppliers, customers and others may be found in the annual report and financial statements of DL Insurance Services Limited and DLIG for the year ended 31 December 2019.

The Group’s vision, purpose and values are set out in the Strategic Report of DLIG for the year ended 31 December 2019 on pages 20 and 21 and further information on the Group’s five-pillar sustainability strategy, which includes engagement with the community and protection of the environment and which applies to the Company, can be found on pages 59 to 73 in DLIG’s 2019 Annual Report.

The Directors consider the likely consequences of any decision in the long-term. Each company within the Group is bound by Group policies consistent with the Group’s culture in key areas including supplier management and outsourcing, customer conduct, human resources and the environment. Group policies and minimum standards applied by the Company during the financial year included, for example, the group accounting minimum standard to which the Directors adhered before approving the Company’s financial statements.

The Directors and management operate the business in a responsible manner with the aim of ensuring that the Company maintains a reputation for high standards of business conduct and good governance. Each year, the Directors of DLIG review the Group's Code of Business Conduct which embodies the Group’s culture, purpose and values. The Code of Business Conduct provides guidance to the Group’s employees and contractors on the high standards of professional and ethical conduct expected of them and aims to preserve the Group’s and the Company’s reputation for high standards of conduct. Information on the Group’s Ethical Code for Suppliers can be found in the DLIG’s annual report and financial statements for the year ended 31 December 2019 on page 67.

U K Insurance Business Solutions Limited

Section 172(1) statement and engagement with stakeholders

The Group is a leading motor, home and commercial insurer which depends on the trust and confidence of its stakeholders to operate sustainably in the long term. It seeks to put its customers’ best interests first, invests in its employees, supports the communities in which it operates and strives to generate sustainable profits for shareholders. The principal activity of Company is the provision of insurance intermediary services.

The Directors of the Company have acted in accordance with their duties codified in law, in particular their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006.

The Directors of the Company are members of the Group’s principal management committee, which helps the Group’s Chief Executive Officer manage the Group’s operations and implement the Group’s strategy, including its approach to sustainability. The Group’s governance framework, which is consistent with the 2018 UK Corporate Governance Code, applied to the Company during the year. Further information about the Group’s governance arrangements can be found in DLIG’s annual report and financial statements for the year ended 31 December 2019 on page 90. The Company relies on resources made available by the Group including staff and suppliers who are respectively employed and contracted by a fellow subsidiary undertaking, DL Insurance Services Limited. Disclosures relating to employees, suppliers, customers and others may be found in the annual report and financial statements of DL Insurance Services Limited and DLIG for the year ended 31 December 2019.

The Group’s vision, purpose and values are set out in the Strategic Report of DLIG for the year ended 31 December 2019 on pages 20 and 21 and further information on the Group’s five-pillar sustainability strategy, which includes engagement with the community and protection of the environment and which applies to the Company, can be found on pages 59 to 73 in DLIG’s 2019 Annual Report.

The Directors consider the likely consequences of any decision in the long-term. Each company within the Group is bound by Group policies consistent with the Group’s culture in all key areas including supplier management and outsourcing, customer conduct, human resources and the environment. Group policies and minimum standards applied by the Company during the financial year included, for example, the group accounting minimum standard to which the Directors adhered before approving the Company’s financial statements.

The Directors and management operate the business in a responsible manner with the aim of ensuring that the Company maintains a reputation for high standards of business conduct and good governance. Each year, the Directors of DLIG review the Group's Code of Business Conduct which embodies the Group’s culture, purpose and values. The Code of Business Conduct provides guidance to the Group’s employees and contractors on the high standards of professional and ethical conduct expected of them and aims to preserve the Group’s and the Company’s reputation for high standards of conduct. Information on the Group’s Ethical Code for Suppliers can be found in the DLIG’s annual report and financial statements for the year ended 31 December 2019 on page 67.

UK Assistance Accident Repair Centres Limited

Section 172(1) Statement and engagement with stakeholders

The Group is a leading motor, home and commercial insurer which depends on the trust and confidence of its stakeholders to operate sustainably in the long term. It seeks to put its customers’ best interests first, invests in its employees, supports the communities in which it operates and strives to generate sustainable profits for shareholders.

The Directors of the Company have acted in accordance with their duties codified in law, in particular their duty to act in the way in which they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the stakeholders and matters set out in section 172(1) of the Companies Act 2006.

The Directors of the Company are members of the Group’s senior management population, which supports the Group’s Chief Executive Officer in managing the Group’s operations and implementing the Group’s strategy, including its approach to sustainability. The Group’s vision, purpose and values and the five-pillar sustainability strategy, which includes engagement with the community and protection of the environment, are set out in the Strategic Report of DLIG for the year ended 31 December 2019 on pages 20, 21 and 59 to 73. The Group’s governance framework, which is consistent with the 2018 UK Corporate Governance Code, applied to the Company during the year. Further information on the Company’s governance arrangements can be found in the Directors’ Report on 6. The Company relies on resources made available by the Group including staff and suppliers who are respectively employed and contracted by a fellow subsidiary undertaking, DL Insurance Services Limited. Disclosures relating to employees, suppliers, customers and others may be found in the annual report and financial statements of DL Insurance Services Limited and DLIG for the year ended 31 December 2019.

Examples of how the Group has engaged with its stakeholders and had regard to the need to foster the company’s business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the Company during the financial year are detailed in DLIG’s annual report and financial statements, for the year ended 31 December 2019 on page 68 and 88 to 89. The Company operates the Group’s motor vehicle repair centres. An example of the matters considered by the Directors during the year, in discharging their duty under section 172 of the Companies Act 2006, was their monitoring of the energy efficiency of the Company’s accident repair centres.

The Directors consider the likely consequences of any decision in the long-term. Each company within the Group is bound by Group policies consistent with the Group’s culture in all key areas including supplier management and outsourcing, customer conduct, human resources and the environment. Group policies and minimum standards applied by the Company during the financial year included, for example, the group accounting minimum standard to which the Directors adhered before approving the Company’s financial statements. The governance arrangements are set out on page 6 of the 2019 Annual Report. 

The Directors and management operate the business in a responsible manner with the aim of ensuring that the Company maintains a reputation for high standards of business conduct and good governance. Each year, the Directors of DLIG review the Group's Code of Business Conduct which embodies the Group’s culture, purpose and values. The Code of Business Conduct provides guidance to the Group’s employees and contractors on the high standards of professional and ethical conduct expected of them and aims to preserve the Group’s and the Company’s reputation for high standards of conduct. Information on the Group’s Ethical Code for Suppliers can be found in the DLIG’s annual report and financial statements for the year ended 31 December 2019 on page 67. The Company’s statement on Modern Slavery can be found on the Group’s corporate website.