The directors have acted in a way that they considered, in good faith, to be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so had regard, amongst other matters, to:
In order to promote the success of the Company, the Board directs and supervises the Company’s affairs within a framework of effective controls which enable risk to be assessed and managed. The directors set the Company’s objectives and policies and standards ensuring that its obligations to the State Street Group, its policyholders and others are understood and complied with and that it operates high standards of business conduct.
The Company has outsourced all client facing, investment management and back-office services to SSGA. The directors perform regular oversight of these services through review of operational reports, routine meetings with SSGA management and attendance by SSGA representatives at board meetings.
Through the Company’s own activity and via the activities outsourced to SSGA, the following disclosure describes how the directors have had regard to the matters set out in section 172(1) (a) to (f) and forms the directors’ statement required under section 414CZA of The Companies Act 2006.
The directors monitor policyholder activity through regular review of financial and other reports on premiums and claims and the performance of the funds in which the policyholders are invested.
Following the implementation of the Consumer Duty regulations across the Group, during the year the directors have received regular reports on how customer outcomes are monitored. The Company follows a standard internal process for the recording, assessment and settlement of clients’ grievances and complaints.
SSGA holds various client events and conferences, to include the Company’s policyholders, covering a range of topics and through the normal course of business has regular client engagement, having meetings with clients as appropriate. SSGA engages with policyholders with regards to existing and new investment capabilities and discussions have included in particular sustainability and stewardship. SSGA continued to actively engage with policyholders to keep them informed of economic and market developments.
As a wholly owned subsidiary it is important for the Company to remain aligned with the parent’s strategy whilst maintaining appropriate governance at the Company level.
The Company has engaged with the shareholder via SSGA’s participation in State Street group (“Group”) committees and regular communication and reporting, including reporting the Company’s capital position and material items to the parent.
The Company has minimal suppliers in the conventional sense as it has outsourced all client facing, investment management and back-office services to SSGA. However, engagement is important with key suppliers to ensure continuity of service and to maintain awareness of developments and changes on both sides of the relationship. Management undertakes routine meetings with key external advisors and suppliers.
Management have an open and ongoing dialogue with the FCA and PRA to discuss regulatory priorities and strategic developments, the outcomes of which are regularly reported to the Board.
As part of a wider group, the Company is both reliant on the group for provision of certain services and is a provider of services to other group companies. The Company has in place a Board-approved outsourced arrangement oversight framework and the Board receives updates from relevant group functions at board meetings, and results from performance reviews.
Areas covered by the Board in the period have been business continuity planning, IT and cybersecurity and outsourcing arrangements. There has been increased scrutiny of IT and cybersecurity, resulting in more focussed updates from Group IT on issues, as they relate to the Company, and their resolution.
The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 have implemented the United Kingdoms (“UK”) Government’s policy on Streamlined Energy and Carbon Reporting (“SECR”). This new regulation, which came into effect for reporting periods beginning on or after 1 April 2019, require large unquoted companies that have consumed in the UK more than 40,000 kilowatt-hours (“kWh”) of energy in the reporting period to include energy and carbon information within their Directors’ Report.
The Company does not fall into scope of this regulation (as per s465 and s466 of the Companies Act 2006) and has elected not to voluntarily disclose company specific energy and carbon information.
The Company has a single shareholder, no employees, and given the outsourced nature of its operations, it has no direct impact on the community. Through its emerging risk and material risks reviews, the Board has considered its specific climate risk and additionally the Board has considered the broader environmental impacts of its activity. The Company has engaged closely with SSGA to understand its environmental position. The Company does not consider its physical and transitional climate risks to be material. The Group publishes an annual ESG report: https://www.statestreet.com/gb/en/asset-owner/insights/sustainability-report.
By order of the Board
04 April 2025