Director's Statement on Section 172

Duty to promote the success of the company

The directors are aware of their duty under s172 of the Companies Act 2006 to act in the way 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 and, in doing so, to have regard (amongst other matters) to:

  • the likely consequences of any decision in the long term;
  • the interests of the Company’s employees;
  • the need to foster the Company’s business relationships with suppliers, customers and others;
  • the impact of the Company’s operations on the community and the environment;
  • the desirability of the Company maintaining a reputation for high standard business conduct; and
  • the need to act fairly as between members of the Company.

Stakeholder engagement

Our key stakeholders include our people, customers, suppliers, investors and our wider communities. Doing the right thing, and caring about the success of all our stakeholders, has always been a focus, and it is firmly rooted in our core purpose and values. We actively engage with, and listen to, our stakeholders to understand their views, seek opportunities to learn and improve.

We are committed to effective engagement with all of our stakeholders. Our success depends on this engagement. Direct engagement by the Board with its stakeholders, where possible, enables the Board to deepen their understanding of how the Company’s purpose, values and strategy are embedded across the organisation.

Where direct engagement is not possible, engagement takes place at the operational level and the Directors are kept fully informed by Senior Management of all matters on a regular basis, for use in the Board’s decision making.

Below describes how the Board engages with its key stakeholders, and how it considers their interests when making its decisions. It also demonstrates how the Board takes into consideration the long-term impact of its decisions, and its desire to maintain a reputation for high standards of business conduct and ethics.

Our people

Why we engage

Our people are our greatest asset. As a product-first, high growth software development Fintech headquartered in London, we compete with global technology, financial services and professional services companies to attract and retain the best talent. We not only engage with our people because of the efforts required to recruit them, but because our people have been instrumental in the success of Thought Machine and their continued contribution will deliver our company’s vision and strategy. We are committed to investing in the development of our people.

Engagement and influence in decision-making

The Board and Senior Management are committed to engaging with our people and we ensure that all of our people have a voice. We use various platforms and channels to engage with our people and take their views into consideration in decision-making. Our employee engagement includes the following activities:

  • New employees are invited to a lunch with the Chief Executive Officer;
  • We hold weekly company meetings in all our offices, employees can attend in person or virtually and recordings are available for employees who cannot attend;
  • The Chief Executive Officer answers anonymised questions from our people at a company meeting every 6 weeks;
  • We have a number of company-wide tools where our people can communicate and collaborate with each other and the leadership; and
  • We arrange annual company-wide away days, as well as off-sites for each division throughout the year;
  • We undertake periodic anonymised employee engagement surveys.

Thought Machine believes in the benefits of, and has taken measures to enhance, diversity and inclusion through working groups and transparent reporting.

Our customers

Why we engage

We believe in developing long term relationships with all of our customers; our core product is software that we expect our clients will use for the long term. Thought Machine is usually classified by its clients as a critical service provider because we supply core banking services to regulated financial services institutions.

We believe that Thought Machine and its clients mutually benefit in having a transparent and open dialogue to ensure we meet our client’s, and their stakeholders’, needs.

Engagement and influence in decision-making

Thought Machine regularly engages with its clients through its client satisfaction work which includes surveys related to:

  • Support Services;
  • Delivery;
  • Quarterly Business Reviews; and
  • Senior Executive feedback.

Thought Machine also collaborates with, and seeks advice from, clients on strategic products and features to enhance its existing product and for future product developments via its Client Advisory Board.

Our investors

Why we engage

Thought Machine is a UK FinTech unicorn and we would not have been able to achieve our success without the support and trust of investors. Our investors include clients, venture capital investment funds and angels. Our investors are critical in enabling investment in our product and the growth of our company, including our global expansion

Engagement and influence in decision-making

A number of our investors are represented on our Board and advisory groups. Thought Machine’s Finance, Risk and Compliance and Legal Team provide its investors with regular updates and provide prompt responses to investor questions. In addition, there is a dedicated investors relations function within Thought Machine’s finance team.

Our suppliers

Why we engage

Thought Machine values its relationship with its suppliers which range from independent sole traders to global cloud providers.

It is important for us and our other stakeholders that we work with suppliers who operate sustainably, respect human rights and operate with the highest standards of ethical conduct and professional integrity and data protection.

Engagement and influence in decision-making

Thought Machine has third party risk management policies and minimum ESG (Environmental, Social and Governance) principles that we expect all our third parties, suppliers, vendors, software and service providers and partners to follow. Our suppliers are required to commit to these principles or demonstrate they have equivalent principles. The principles relate to:

  • Modern Slavery and Human Trafficking;
  • Anti-bribery and Corruption;
  • Money Laundering;
  • Child Labour Laws;
  • Diversity & Inclusion;
  • Health & Safety Standards;
  • Environmental Sustainability;
  • Codes of Conduct; and
  • Data Protection

Our wider communities

Why we engage

Thought Machine has a responsibility to make positive enhancements to the local community, including the communities and countries in which it has physical presence as well as the global and engineering community.

Engagement and influence in decision-making

Thought Machine’s direct contribution the wider community includes:

  • Matched charitable giving;
  • Paid volunteer days;
  • Community group projects; and
  • Engineering events (e.g. hackathons)
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