Statement of Corporate Governance and S172(1) Statement

Financial year ended 31 December 2021

Statement of corporate governance arrangements

As a family owned business, we run the Group in a way consistent with an agreed set of core values, that cover how we deliver value to shareholders and the wider community and how we interact with our stakeholders, including shareholders, employees, customers and suppliers. Accordingly, we have not applied a specific corporate governance code during 2021. The Board will continue to monitor the development of private company corporate governance before deciding, in conjunction with the shareholders, whether it would be beneficial to formally adopt a specific corporate governance code such as the Wates Principles. Our corporate governance arrangements are as follows:

Purpose and leadership

The Group’s mission statement was set by our founder, Sir Arnold Clark, and is "to provide exceptional value for money and the highest levels of customer service."

The Board sets our overall strategy and values and formally meets on a quarterly basis to monitor performance against that strategy. The Group’s values are embedded in its operations and reinforced during induction for new employees and at regular Director led branch and departmental meetings across the Group. Employee feedback helped to create five core values: Family, Communication, Progression, Community and Recognition. These are the values that guide and inform everything we do and reflect our principles as a business. The Group has a zero-tolerance approach on bribery and corruption, tax evasion and modern slavery. Breach of the Group values is a disciplinary matter.

The Board holds regular meetings with groups of local managers to seek feedback on trading conditions and the effectiveness of the Group’s overall strategy. Diversity and inclusion focuses on the right person for the role irrespective of gender, race or religion.

A significant focus of the Board during much of 2021 has been around the continuing but wide-ranging impacts arising from Covid-19. With our vehicle retail locations closed to customer visits in the early part of 2021, the Board focused on the continued development of our digital journey which has been instrumental to our underlying performance. Subsequently, the Board’s focus moved to vehicle procurement, arising from the well documented new and used vehicle shortages, and the recruitment and retention of staff across key areas of the business.

Board composition

The Board comprises of Lady Clark, as non-executive Chairwoman, and 8 Directors. Following an expansion of their individual roles, as of September 2021:

• R E Borrie, who was our Group Sales Director, took on the role of Chief Operating Officer

• J A Clark’s role was expanded to cover more areas of the business and he is now our Chief Commercial Officer

• D M Cooper took on more responsibilities, becoming our Chief Retail Finance and Leasing Officer

In December 2021, to further strengthen the Board, 3 former members of our Operations Board were appointed Directors:

• J T Graham our Group Finance Director

• C S Henry our Group People Director

• S R Grant our Group Aftersales Director

These appointments bring a welcome diversity of skills, expertise and experience to our Board. At the same time K J McLean and S Willis, both of whom had previously stepped down from their executive roles, resigned as Directors.

Appointments to the Board are discussed with the Chairwoman prior to any appointment being confirmed. All new Directors are required to participate in an induction programme upon appointment. Whilst this encompasses standard governance and regulatory items aimed at ensuring that they fully understand, and are equipped to effectively discharge, their duties as Directors, it is also tailored to their individual training and developmental needs.

The Board contains no independent, non-executive Directors. The Board considers that the current Directors bring objective contributions and judgements to Board deliberations in addition to constructive challenge of matters outside their core responsibilities.

The Board are supported by a senior management team made up of individuals with a wide range of backgrounds, skills and experience. Executive Directors hold regular operational meetings with their respective leadership teams and meet with the senior management team on a weekly basis to monitor business performance and agree required actions after which an informal meeting of Executive Directors considers appropriate responses and actions. The Board formally meets quarterly to discuss longer term strategy with additional annual strategy meetings held with the senior management team.

The Board is committed to developing a more diverse workforce, including at the most senior levels, but recognise that this will be achieved through gradual evolution.

Our ongoing approach includes:

• Continuing to train and coach our managers on diversity

• Working in a collaborative and targeted way to increase female recruitment into the business

• Breaking down industry preconceptions to encourage women into areas of the business where they are under-represented, namely our workshops and our sales team

• Promoting successes of our female role models internally and externally on social media

• Continuing to encourage a positive approach to companywide flexible working

• Our mentoring programme

Shareholder relationship

The relationship between the Board and shareholders is managed through formal General Meetings and other family/shareholder meetings. Family/shareholder matters are dealt with in family/shareholder meetings, whilst business matters are dealt with by the Board. Each shareholder receives a copy of the Group Annual Report as well as regular updates on business performance, issues and social responsibility matters.

Director responsibilities

The Board seeks to ensure that the necessary financial, legal and human resources are in place for the Group to be able to meet its objectives, to review management performance and to ensure that its obligations to its shareholders are understood and met. The health and safety of our customers, staff and wider communities is a priority and the Directors ensure all required resources are available to achieve this, as well as promoting a safety culture on branch visits.

The Board receives regular and timely information on all key aspects of the business, including health and safety, risks and opportunities, the financial performance of the business, strategy, operational matters, market conditions and sustainability, all supported by Key Performance Indicators (KPIs). The Board receives information regarding the sales performance of the business throughout the working day.

All Directors have a clear understanding of their roles and have access to legal advice on their responsibilities or relevant regulations. This ensures the Board receives regular briefings on new regulations impacting the Group, including General Data Protection Regulation and the impact of adopting new accounting standards.


The Group seeks to provide competitive remuneration packages that will attract and retain executives of the calibre required to take forward the Group’s strategy. Remuneration comprises a base salary, biannual discretionary bonus, dependent upon individual qualitative performance, and a competitive benefits package. The remuneration package of each Director is discussed and agreed by the Chief Executive and the Chairwoman, as the senior family representative on the Board. Discussions with the Chairwoman take into account business performance and the level of change to employee remuneration.

Climate change

The far-reaching risks of climate change, and its growing impact on both the environment and the global economy, are well documented and the Group recognises that the automotive sector has always been a significant contributor to global greenhouse gas emissions. The UK Government has confirmed its ambition to see the end of the sale of new petrol and diesel cars in the UK by 2030.

Board members continue to engage with manufacturer partners, investing in training of our staff in alternate fuel technology, and installing charging points at our sites where possible. August 2021 saw the official opening of our Innovation Centre in Glasgow, with the objective of educating the public on the benefits and viability of alternative fuel vehicles. During 2021, the Board set up working groups to examine the Group’s existing carbon footprint and to identify and assess opportunities to reduce those emissions. These working groups focus primarily on Property, Infrastructure, Transport, Utilities and Employee Engagement and are the key areas which will ensure the company stays on track to meet its objectives of a 1/3rd reduction of our carbon footprint by 2030, a further 1/3rd by 2040 and the remainder before 2050 – with the ultimate goal of achieving net zero emissions. The Directors’ Report contains commentary on the Group’s energy efficiency actions along with details of our greenhouse gas emissions.

Opportunity and risk

Led by the Chairwoman, the Board is responsible for generating long-term shareholder value by setting the Group’s strategic direction. The Board is responsible for approval of the Group’s risk appetite, determining the nature and extent of significant risks the Group is willing to take to achieve its objectives. The Board has established delegated authorities and controls to ensure efficient management of the Group’s operations. The Group uses the Internal Audit and Group Risk functions to assist its monitoring of performance and risk. The Board consider the principal risks to be those that could cause the greatest damage if not effectively evaluated, understood and managed. These principal risks are considered to be:

Risk Potential impacts Mitigating actions
Failure to meet customer expectations
  • Reputational damage
  • Reduced customer retention
  • Continued review of our customer systems to ensure we are “easy to do business with”
  • Investment in quality used car stock
  • Continued development of our digital journey and Click & Collect/Deliver services
  • Customer service quality monitoring and quick customer issue resolution
  • Continued investment in Head Office customer service resource
  • Trading Standards review
  • Mystery shopping
  • Reviewing customer feedback and altering Group processes to improve business efficiency
Failure to maintain relationships with manufacturers and finance providers
  • Reduced access to vehicles on franchise terms
  • Reduction in availability of funding
  • Increased focus on used car and aftersales markets
  • Maintaining a diverse source of vehicles and finance
  • Regular communication with manufacturers and finance companies
Adverse changes to manufacturer delivery systems that bypass the current dealer network
  • Negative impact on sales volume and margins
  • Reduction in customer engagement
  • Diversification of franchise partners
  • Regular discussions with manufacturers to understand their strategies
  • Improved product delivery efficiency
  • Investment in quality used car stock
  • Investment in IT systems to enable easier customer transactions with the Group i.e. through our Customer App
  • Remaining relevant to our customer base
IT systems failure and data security
  • Business interruption or reduced operational efficiency
  • Reputational damage
  • Loss of revenue and profit
  • Testing of IT contingency plans
  • Investment in robust IT systems
  • Systems mirroring
  • Continued investment and review of cyber security protocols
  • Business continuity planning
Failure to attract and retain our skilled workforce
  • Loss of knowledge and experience
  • Reduction in customer service
  • Investment in our employees through training
  • Equal opportunities policy
  • Effective Board communication and continual consultation with staff on business performance, development and encouraging employee feedback
  • Development of our recognition and reward programmes
  • Employee appraisal process
  • Review of market rates and implementation of pay and benefit enhancements
Failure to respond to environmental changes (including moving to greener technologies, tax changes, emission targets)
  • Manufacturer supply issues limit availability and impact revenues
  • Reduced demand for petrol, diesel and old technology hybrid vehicles and potential impact on vehicle residual values
  • Vehicle purchase and use declines due to higher priced AFVs
  • Failure to understand increased investment costs connected with AFVs
  • Diversification of brands and services
  • Regular communication with manufacturers and finance companies
  • Investment in our people
  • Monitoring of sales by fuel type and alignment with inventory profile
  • Investment in Innovation Centres
  • Development of our mobility strategy and products to ensure affordable personal mobility for all
Legislative, regulatory changes and major business interruption (including the risks arising from Covid-19)
  • Loss of revenue and operating profit contributions
  • Supply chain disruption
  • Business continuity
  • Non-compliance with FCA regulations leading to trading restrictions
  • Diversification of brands and services
  • Regular communication with manufacturers and finance companies
  • Investment in our people
  • Involvement with trade bodies and local authorities
  • Availability of significant cash balances and maintenance of alternative funding routes
  • Business interruption planning
  • Board level monitoring of FCA compliance

Stakeholder relationship and engagement

The following disclosure describes how the Directors have had regard to the matters set out in Section 172 (a) to (f) and forms the Directors’ statement required under Section 414CZA of The Companies Act 2006.

Engaging with stakeholders to deliver long-term success is a key area of focus for the Board and all decisions take into account the impact on a wide range of stakeholders. Views of stakeholders are gathered by Directors and inform the decisions made in Board meetings. Obviously, stakeholders are impacted by, or benefit from, decisions made by the Board in different ways. However, it is the Board’s priority to ensure that the Directors have acted both individually and collectively in the way that they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole with regard to all its stakeholders and to the matters set out in paragraphs (a) to (f) of Section 172 of the Companies Act 2006. The Board considers the key stakeholders referred to in the table below:

Stakeholder group Why is it important to engage? How management and/or Directors engaged What were the key topics of engagement? What was the impact of the engagement including any actions taken?
Customers Delivering exceptional customer service and genuine value for money is key to customer retention
  • Director led sessions to assess the quality of customer service across all business units
  • Customer satisfaction surveys are conducted throughout the Group and the results analysed by the Directors and at branch level through our Think Customer initiative
  • Monitoring of complaint levels and root cause analysis of customer complaints
  • Empowerment at all staff levels to resolve customer issues promptly and efficiently thus promoting customer satisfaction
  • Quality of service
  • Product offering improvements
  • Ease of doing Business
  • Business efficiency
  • Improved communication
  • A more customer focused approach using Product Consultants and Product Geniuses
  • A focus on having the right product mix and ensuring that products and services meet individual customer needs
  • Roll out of Click & Collect and Click & Deliver services
  • Operating as One Business with customers at the centre and incentivising all staff equally to improve the customer journey
Employees Ensuring the business has the right culture and values is critical to the delivery of a first-class customer experience
  • Monthly update on the Business from the Chief Executive
  • A dedicated employee communication website and app which are updated daily with information on matters of concern to employees
  • Director attendance at regular departmental team meetings to enable two-way information flows and ensure that employee views are taken into account in making major decisions
  • Annual results and strategy presentations led by the Chief Executive and Directors across the business
  • Regular performance appraisals and performance-based bonus scheme
  • Annual employee recognition and service awards
  • Network and focus groups led by our People team
  • Dedicated training facilities and new employee induction course
  • Regular staff surveys for feedback
  • Changes to working practices during the pandemic
  • Results of customer surveys
  • Quality of training
  • Service improvement ideas
  • Annual results and performance
  • Employee reward mechanisms
  • Specific consultation with staff on Covid-19 return to work protocols and implementation based on responses received
  • A more engaged and valued workforce, delivering a higher standard of customer service
  • Employee remuneration and benefits are updated to reflect changing market conditions
  • Development of ‘Space’- an employee portal for information, advice and support around mental, physical and financial health
  • Ability to roll out our Digital Journey
  • Digital development of our time and attendance system to empower staff to take greater responsibility in their employment
Manufacturers Access to vehicles on franchise terms is important for our franchise businesses as well as our Contract Hire and daily rental business
  • Regular meetings between Directors and manufacturers’ senior management to ensure principal decisions are fully informed
  • Chief Executive/Chief Operating Officer frequently meets with representatives of manufacturer partners
  • Monthly financial performance reporting
  • Attendance at manufacturer conferences
  • Impact of emissions regulations on pricing and availability of stock
  • Impact of wider Covid-19 related implications on pricing and availability of stock
  • New model developments and pricing
  • Franchise performance and customer satisfaction
  • Improved customer service by matching our detailed product knowledge with customer requirements
  • Development of franchise dealership network
Finance providers Access to affordable finance is essential to ensure the ongoing viability of our Contract Hire and Daily Rental businesses and to enable customers to finance vehicle purchases
  • The Chief Retail Finance and Leasing Officer meets with finance company senior management on a regular basis
  • Quarterly review meetings are held with each finance provider
  • Monthly compliance reporting
  • Availability of finance and related interest rates
  • Impact of FCA review of motor finance market
  • Impact of the Bank of England’s actions on UK interest rates and availability of finance
  • How to make finance relevant, affordable, and understandable for customers i.e. treating customers fairly
  • Renewed finance facilities
  • Compliance of all FCA rates requirements
  • Agreed business volume targets and related interest rates
  • Development of online journey using simple and understandable terms to ensure a transparent customer experience
Wider community Giving back to the community is one of our core values
  • Continued support of local schools, charities and sports teams
  • Providing young people placements and commitment to our apprenticeship programme
  • Taking part in charity events and fundraising using their network of contacts
  • Providing charities with the opportunity to engage with Arnold Clark employees and customers
  • Building a greater understanding of the needs of our employees and wider community
  • Giving young people from all backgrounds an equal opportunity
  • Giving charities of all sizes a fair chance at receiving support from the Group
  • Matching of charitable funds raised by employees
  • Sponsorship of major charitable events such as Cash for Kids, Pride and Kiltwalk
  • New apprenticeship placements within the Group
  • Creation of The Arnold Clark Community Fund providing financial assistance to UK registered charities and local community groups
Regulators Compliance with regulatory requirements is essential for the long-term benefit of the Group
  • We are open and transparent in our dealings with regulators
  • We hold frequent meetings with our regulators to fully understand current practice and future developments
  • Trading Standards audit and review
  • Compliance record
  • Future regulatory developments
  • Improvements to processes and procedures
  • Renewal of primary authority arrangements with Trading Standards
  • Compliance with relevant FCA requirements

Principal Decisions

We define principal decisions as both those that are material to the Group and those that are significant to any of our key stakeholder groups. In making the following principal decisions, the Board considered the outcomes from its stakeholder engagement processes in addition to maintaining our reputation for high standards of business conduct and the need to act fairly between members of the Group.

Employee working conditions and rewards

Following the relaxation of certain Government Covid-19 measures, we consulted employees to ensure they felt safe and secure within their workplace. Additional details on these consultations are set out in the Chief Executive’s Statement.

Vehicle supplies

Towards the end of the year the Board took the decision to significantly increase its level of used vehicle inventories. This decision was taken to mitigate the ongoing market risk of further vehicle shortages having an impact on the Group’s ability to meet its ongoing sales expectations, specifically our January Real Deal event.

The Arnold Clark Community Fund

As part of our commitment to give back to our local communities, the Board launched the Arnold Clark Community Fund through which over £10m has been distributed to 11,500 charities.