Statement of Corporate Governance Arrangements


SECTION 172 (1) OF THE COMPANIES ACT 2006 (THE "ACT") STATEMENT

The Company and its immediate parent company, Darwin Technologies Limited (together “Darwin”) are wholly indirect owned subsidiaries of the Marsh & McLennan Companies Inc. Group of Companies (“MMC” or “the MMC Group”).

The below paragraphs provide an explanation for how the directors of the Company have had regard to the matters set out in section 172(1)(a) to (f) of the Act when performing their duties. This includes how the directors have engaged with and considered the interests of various stakeholders which includes Darwin shareholders, employees, clients, suppliers, and the community.

Duty to Promote the Success of the Company

The Board of Directors of the Company has in place formal approved Terms of Reference, which create the framework for the Board to achieve its purpose of leading and directing the affairs of the Company in order to promote the long-term sustainable success of the Company, generating value for its shareholder and ensuring sound and prudent management of the firm, with consideration for the interests of other stakeholders.

Shareholder

The directors duly consider the views and interests of MMC, as part of any major strategic decisions and transactions undertaken by the Company. All directors have open channels of communication with MMC. The Chairman of the Company is also the Chairman of Mercer Limited and Marsh Limited, the two major MMC
operating companies in the UK.

The Greater Good, which is MMC´s Code of Conduct, applies to the directors of the Company and to all Darwin employees and it embodies MMC´s commitment to maintaining a reputation for the highest standards
of business and ethical conduct. These non-negotiable standards are outlined in the Greater Good, which emphasises the importance of building trust with colleagues, clients and the wider community.

Employees

The directors recognise that Darwin employees are key to the Company´s strength and success. The directors are committed to ensuring high levels of engagement to ensure that colleagues are kept informed on matters affecting them and on the various factors affecting the performance of the business.

The directors understand the importance of leadership visibility and regularly communicates with the workforce through Townhalls and other methods of internal communication. Regular employee engagement surveys are conducted, and results are carefully scrutinised by the directors to identify and work with the business to implement actions for improvement. The directors monitor attrition rates, feedback from exit interviews and absenteeism levels, in an effort to identify emerging people risks and trends and to ensure appropriate action is taken to address these.

The directors are committed to ensuring a safe and healthy workplace and working environment for Darwin employees, contractors and visitors by providing adequate welfare facilities and maintaining suitable plant and safe systems of work. Where reasonably practicable, Darwin pursues progressive improvements in health & safety performance and ensures that the business is compliant with all applicable legislation.

Directors and individual managers accept responsibility for people and areas under their control and integrate health & safety into everyday activities. They are committed to ensuring the competence of all Darwin employees through selection, instruction, training and supervision.

Further information on Health, Safety and Environment is set out on page 5 of the Strategic Report.

Clients

The Chief Executive Officer and the Executive Directors, as well as other senior managers in the business, meet regularly with key clients in order to receive feedback on service and to better understand and meet client needs. Each line of business has set targets for conducting client experience measurement exercises with progress and feedback from these being tracked by the directors.

The directors are committed to ensuring that all clients are treated fairly and that client interest is considered as part of decision making at every level within the Company, including decisions to launch any new or updated product or service.

The Company´s Compliance function reviews the effectiveness of key business processes aimed at ensuring high service levels and positive client outcomes, monitors the associated key risk indicators and tracks actions to resolve identified issues. Key risk indicators and major concerns are monitored by senior managers and escalated to the directors through compliance reporting at quarterly Board meetings.

Suppliers
The directors are committed to ensuring that slavery and human trafficking is not taking place in any of Darwin supply chains, or areas of business operation. Darwin has in place a Modern Slavery Policy, which is reviewed annually and has been rolled out to all colleagues and incorporated into the employee induction programme.

All of Darwin's suppliers are required to comply with modern slavery legislation under the standard terms and conditions of our contracting agreements and an annual modern slavery supplier questionnaire is issued to
certain suppliers (selected on a risk based approach) to monitor compliance. The directors are updated on response rates and the outcome of questionnaires on an annual basis, which are actively managed by the Company’s Risk and Compliance function. The Darwin Modern Slavery Statement is published each year and can be found at https://www.darwin.com/modern-slavery-statement-2020/. 

Further information on actions taken by the Company in compliance with the Modern Slavery Act 2015 is set out on page 7 of the Directors’ Report.


Darwin reports on its supplier payment practices on a bi-annual basis.

For more information on this, please see the Section 172(1) Statement of the Company´s parent, The Benefit Express Limited.

Community
The directors recognise that, in a world facing increasing risk and uncertainty, supporting our communities is more important than ever before. MMC has established a committee, comprised of representatives from across its businesses in the UK to focus on its social impact (formally corporate social responsibility) efforts in the UK. Given MMC´s expertise in risk, strategy and people, social impact efforts are focused on ‘building resilient communities through mentoring and disaster response & rebuilding’. By aligning its social impact programmes with the business priorities and experience, MMC is able to demonstrate its commitment to its communities in the UK while supporting the business. MMC partners with select strategic global non-profit organisations,
including; the Cherie Blair Foundation for Women, Junior Achievement, Missing Maps and the British Red Cross in the UK and encourages colleagues to volunteer with its non-profit partners, for local causes that are important
to them, during Global Volunteer Month and with their clients.

Darwin also has a Pay It Forward group of champions who support and run charitable fund raising events within its global population, supporting charities of employees’ choice and offering a matching scheme for employees own charitable events that they do to raise funds for local charities.

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