S172 Statement

Statement by the directors in performance of their statutory duties in accordance with s172(1) of the Companies Act 2006

The directors of High Seat Holdings Limited and its subsidiaries High Seat Limited and HSL Manufacturing Limited (together “HSL” or “the Group”) consider that, in both individual and collective decision making which took place during the year ended 31 December 2019, they have acted in a way which is most likely to promote the success of the Group for the benefit of the company’s shareholders as a whole, whilst having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006.

The directors’ objective is to promote the long term financial viability and success of the Group.  In doing so they have considered matters including the following:

  • the expected long term consequence of the decisions they make;
  • the impact upon HSL’s retail customers;
  • the interests of the employees of the Group;
  • HSL’s bank and other funding partners;
  • relationships with the Group’s suppliers and other business partners;
  • the impact of operations on society, including environmental considerations;
  • the need to maintain a reputation for high standards of business conduct; and
  • the need to act fairly as between all shareholders of the company.

In this regard, the directors discharge their duties as follows:

Risk management

The directors have consideration of long term risks to the Group, which are managed through a continuous exercise of risk identification, risk appraisal and, where appropriate, the implementation of mitigating actions.  This exercise includes regular review of risks in board meetings, which take place monthly, and input from both colleagues within relevant areas of the business and from a range of external sources.

The principal risks and uncertainties faced by the Group are outlined in its financial statements, which are publicly available.


As a retailer serving a typically older demographic, the directors at all times recognise the Group’s responsibility to its customers.  All key strategic and operational decisions include consideration of the impact on the customer experience, product quality, service standard, and value-for-money.  This includes gathering feedback directly from customers via surveys, independent customer reviews, customer listening Groups and seeking input from colleagues who work within the Group’s retail channel.


The directors recognise the critical role that all colleagues play in protecting HSL’s heritage and unique culture and values, which in turn help promote the success of the Group.

The directors are committed to treating all colleagues with fairness, respect and equality, and continue to assess ways of enhancing the pay and benefits and wider support available to all employees.  Health and safety, and colleague well-being are a key focus and are managed by measures including a Group Health & Safety committee, which reports into the Group board of directors, and a free-to-use Employee Assistance Programme available to all colleagues.

Colleague feedback is gathered regularly through a variety of formal and informal channels including listening groups across all areas of the business and an annual staff survey.

The Group maintains an intranet site providing members of staff with information on matters of concern to them as employees.  In addition, employees receive regular briefings from the directors and the senior management team through a number of channels, highlighting matters relevant to them, including the financial and economic factors affecting the performance of the Group.

Bank and funding partners

HSL’s strategic plans are developed and appraised with careful regard to the interests of the Group’s bank and other funding partners.  The directors seek to ensure that sufficient facilities remain available to meet current needs, and to provide sufficient headroom for future investment and unexpected events.

The Group has a proactive and transparent relationship with its bank, Natwest, reflected in the refinancing exercise which completed in August 2019, and with other funding partners. This includes sharing budgetary and financial information regularly and meeting periodically to discuss trading performance and strategic plans.

Suppliers and business partners

HSL works with a carefully selection of third party manufacturers and service partners, and suppliers of manufacturing components, which together are key to its ability to continue to provide high quality products and service standards for its customers.

The directors and key members of the senior management team regularly engage with suppliers to discuss performance, quality, price, and how by working in close partnership the Group can continually improve its supply chain.

Society and the environment

The Group seeks to positively impact on the lives of customer and colleagues; and it sets a strategy and operational plans with careful regard to the communities it operates in and its wider social responsibilities.

As a national retailer, the Group recognises its responsibility to local communities and sets out to support these through local and national charitable activities.

During 2019 HSL implemented an environmental strategy, communicated to all colleagues, which focussed on reducing its carbon footprint.  Strategic developments across the Group are assessed against this strategy and the directors continue to appraise operational changes which deliver this goal, including moving to fully renewable electricity supply across the Group in December 2019.

Business conduct and shareholders

The directors, are committed to acting responsibly to all stakeholders and ensuring that the business is operated in a responsible manner, with high standards of business conduct and governance appropriate for a group such as HSL. The directors understand that maintaining these standards will support the delivery of the Group’s strategy and promote its long term success.

All key beneficial shareholders are represented on the Group board of directors.  Through regular board meetings, which include reports which review the Group’s business and its performance, prepared by the senior management team and circulated in advance, shareholders are able to properly consider and input to matters relevant to them as shareholders and ensure that the Group’s activities remain compliant with these conduct standards.

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