AmazonScience/document-haystack

1Under the UK Companies Act 2006 (the Act), 2we must promote the success of the 3Company for the benefit of its members as a 4whole – and, in doing so, consider the interests 5of all our stakeholders in the decisions we 6make, along with any other relevant factors.7We consider the interests and views of all our 8stakeholder groups (as outlined in the table on 9pages 86 and 87), the effect of the Company’s 10operations on the community and the 11environment and the need to act fairly 12between stakeholders.13We acknowledge that key decisions we make 14will affect long-term performance. We also 15recognise that every decision we make will not 16necessarily result in a positive or equivalent 17outcome for all our stakeholders. By 18considering our purpose, vision and values, 19together with our strategic priorities, we are 20better able to choose the best course of 21action for the Company while maintaining 22our reputation for high standards of business 23conduct. In the same way, by assessing the 24outcomes of our decisions and engaging with 25stakeholders, we can determine and revise 26potential decisions in the future.27In this section, we set out how the Board has, in 28performing its duties over the year, considered 29matters set out in section 172 of the Act, 30alongside examples of how each of our 31key stakeholders has been considered and 32engaged. We also discuss how we do this 33on pages 30 to 53 of the Strategic Report.34Principal decisions in 202335Here are three examples of our principal 36decisions in 2023 and how we considered 37section 172 matters.38PLANNING FOR THE FUTURE39In March and November 2023, the Board 40approved and the Company announced a 41cost-reduction programme that committed to 42a 5-6% reduction in the Company’s operating 43costs for 2023 and 2024. Part of the programme 44for 2024 proposed the reduction of the 45workforce by an estimated 450 full-time roles.46These difficult decisions were made against 47the backdrop of the macro-environment: 48fundamental changes in the external market, 49rising interest and inflation and a change 50in audience behaviour resulting in shifts in 51advertising spend. Throughout the year, the 52Board has considered the information and 53data available to it, and debated and 54discussed the pros and cons to satisfy itself 55that any decisions were made after taking 56into account all stakeholder interests.57While the business is having to let a number of 58colleagues leave the business and drive cost 59efficiencies, the Board’s decision on this was 60taken to safeguard the sustainability of the 61business in the medium to long term. As 62a result, we can ensure that the business 63operates in a way that creates value for our 64shareholders, continues to make progress to 65deliver our core purpose and protects the 66future of our journalism. Alongside this, in 67considering the needs of other stakeholders 68when making such decisions, the overall 69reduction in costs enables the Board to 70reform the shape of the business. This will 71allow us to capture a wider audience online 72in accordance with their changing habits, 73ensuring our journalism remains relevant and 74engaging to the communities that are served, 75which in turn secures advertising spend. It is 76also critical that as a company, our financial 77obligations, particularly to our pension trustees, 78continue to be met.79PENSION SCHEMES80Having settled all but one of the 2019 triennial 81review of pensions within the statutory 8215 month period, the Company continued 83to work with the Trustees of the MGN pension 84scheme during 2023 to achieve its resolution. 85In October 2023, the Board approved, and the 86MGNPS Trustee agreed, both the 2019 and 2022 87triennial valuations for the MGN pension scheme.88The decision was taken to settle the pension 89funding at an extra cost of £5m per annum to 90the business. While the Board recognises the 91additional financial burden, this agreement 92was made having carefully considered 93stakeholders’ expectations around pension 94commitments and the benefit to be gained 95by all stakeholders in creating certainty for the 96business that enables it to plan for the future.97CAPITAL REDUCTION98In October 2023, the Board decided to seek 99shareholder and subsequent court approval 100of a reduction in capital. A shareholder 101General Meeting was held on 15 November 1022023 and court approval was given on 1035 December 2023. The reduction in capital 104resulted in the cancellation of the balance 105standing to the credit of the Company’s share 106premium account (£605.4m) and the creation 107of distributable reserves of the same amount. 108The capital reduction itself did not involve any 109return of capital to any shareholder.110In taking this decision, the Board was 111unanimously of the view that such reserves 112would be available to support the future 113payment by the Company of dividends or 114other distributions to its shareholders (as 115considered appropriate and in accordance, 116and subject to, the Company’s Dividend 117Policy) while also meeting our funding 118commitments to the defined benefit 119pension schemes.120SECTION 172 121STATEMENT122 12385124Reach plc Annual Report 2023Strategic Report Governance Financial Statements Other Information