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Section 172 Statement

Surf (Holdco) Limited

Surf (Midco) Limited

Surf (Bidco) Limited

The following statement is made by the board of directors of each of the companies named above (respectively, the Board).

Section 172(1) Statement made under sections 414C and 414CZA of the Companies Act 2006

The company is a holding company which provides capital to its subsidiaries, being all the companies that carry on the business of the LOD+SYKE Group. This statement is made as part of the company’s annual strategic report, and sets out the issues, factors and stakeholders which the directors of the company (the Board) consider strategically important in complying with their obligation to act in the way they consider would be most likely to promote the success of the company in accordance with section 172(1)(a) to (f).

The Board believes that the key to the long-term success of the Group is putting our people and our clients at the core of what we do. This is because:

  • People and clients are at the heart of the Group’s business.
  • The success of the Group is built on strong relationships with those people and clients
  • Therefore, they and the Group’s reputation with them are key considerations in all the Board decisions.

People and clients are at the heart of the Group’s business

The Board recognises that the legal professionals and legal engineers we employ and contract with (‘professionals’) provide valued services to our clients. In turn the quality of those professionals drives growth in the opportunities our clients bring to us. And the availability of those opportunities is vital to sustaining our reputation with our professionals.

This virtuous circle is fundamental to the long-term success of the Group’s business and is fostered by our head office teams. They work with both our professionals and our clients to ensure that the services we provide are of the highest quality.

Thus, the Group’s ability to grow and prosper in the long term depends upon a high quality and motivated workforce, across all parts of the business, as well as loyal clients who bring the opportunities that keep our workforce engaged and motivated.

The Group’s success is built on strong relationships

The Board believes that strong relationships at the individual level are the key to maintaining a motivated workforce and loyal client base. This ensures the business remains fully aware of the interests and concerns of the Group’s workforce and clients across the diverse services, regions and cultures we work in.

Accordingly, the Board ensures that the business maintains a culture which fosters a focus on individual relationships, enhanced by the resources and information provided by skilled support teams in our head office, and by policies, practices and procedures which are designed for that purpose. This culture also ensures a sound and purposeful relationship exists with our suppliers and other stakeholders (including the community and the regulators of our business).

The Group invests heavily in strong teams of specialists across our people & development and client solutions groups, carefully chosen for their ability to respectively foster and grow individual relationships with our professionals and clients.

Our reputation with our people and clients is a key consideration in all Board decisions

In every decision it makes, the Board aims to strike a balance between the needs of all stakeholders. This includes the investors in the Group, who are best served by the long-term growth of the Group’s business, as well as our people and clients, the community, regulators, suppliers and others. In doing so, it is informed by comprehensive feedback through our relationships and other measures.

Given that our people and clients need to be, and are, at the core of what we do, all Board decisions are considered for their impact on our attractiveness to current and prospective professionals, HQ staff and clients, and our ability to enhance that attractiveness.

The Board firmly believes this is good for business and is exemplified in:

  • decisions throughout the year to invest in new senior resources with specific skills in either
    • developing and maintaining strong client relationships, or
    • attracting and retaining the best talent
  • decisions to invest in software and systems development and training to enhance both:
    • the user experience in our dealings with our people and clients, and
    • improve the productivity and effectiveness of our client solutions and people & development teams and business support functions
  • decisions to explore new regions to source the talent we need
  • a constant drive to improve our offerings, with the focus on innovative ways of enabling our clients to improve their own productivity in managing their legal affairs, including ongoing improvements to:
    • our managed teams offering
    • the consulting work done by SYKE and
    • combined offerings.

In addition, the Board recognises that, as a leading provider of alternative legal services, our people and clients (as well as investors, suppliers, the community, regulators and other stakeholders) expect us to:

  • hold ourselves to the highest ethical standards expected of legal professionals, and
  • have a positive impact on the communities in which we operate and the environment in which we live.

The Board’s considerations are supported by setting strategic priorities each year, with emphasis on prioritising initiatives which enhance the Group’s overarching objectives. The Board ensures it stays informed through a variety of means including ensuring an executive director stays close to each area of the business, and regular updates from responsible executives.

The Board also proactively encourages management to seek continuous improvements in the way they engage with and address the needs and interests of our people and clients. This is evidenced by the ongoing work to improve Diversity Equality and Inclusion across the business, put more structure around the Group’s engagement with ESG, and to strengthen the Group’s culture through promotion of our Ways of Working.

The Board recognises the company is a wholly owned subsidiary, and accordingly believes the interests of its sole member are best served with its focus on the long-term growth and success of the Group’s business as outlined above.

This statement was approved by the board of the company.

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