Section 172 (1) Statement

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The following statement is an extract from the Strategic Report of the Autovista Bidco Limited financial statement for the year ended 31 December 2021 which are available from UK Companies House website.  Page references in the statement refer to pages of those financial statements.

Section 172 (1) Statement

The directors have considered their duty under section 172 of the Companies Act 2006 to act in good faith and to promote the success of the Company for the benefit of its shareholders as a whole. In particular, the directors have had regard to:

• 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 environment
• the desirability of the Company maintaining a reputation for high standards of business conduct; and
• the need to act fairly as between shareholders of the Company.

This section of the report summarises the Group’s governance structure, which covers the values, and behaviours expected of its employees, engagement with stakeholders and how the directors look to ensure that the Group make decisions that drives long-term value creation.

Decision making, values and governance

• The board is comprised of six highly experienced directors including two executive directors, three non-executive directors and the Chairman. Each member of the board has a vast depth of experience from differing career backgrounds. Whilst there are certain matters that are reserved for the board (or investors), the board otherwise exercises day-to-day decision making through delegated authority to the Executive Management Team and employees. This authority is set out, and continually updated, in the Group Authority Framework (“GAF”).
• The principal decisions made by the company during the financial year were:
  • The acquisition of shares in Riio Marknad & Strategi AB (EV-volumes). EV-volumes is a leading provider of sales and forecast data relating to electric vehicles with a global data reach and customer base. The acquisition brings a complimentary dataset in a high growth area of the Automotive market. This business is expected to drive further shareholder value and greater insight to Autovista customers. Whilst the EV-volumes employees will join the Autovista Group, it is not expected that there will be any other material impact on current employees of EV-volumes as a result of the acquisition.
  • The launch of a new dealer product – Sales Solution Module (SSM).  SSM was launched in the UK as the first milestone in a wider European rollout.  SSM allows dealers access to valuations, live retail prices and repair estimates.  It enables customers to pinpoint the precise value of a vehicle at a glance as well as judge its market appeal and manage KPIs including stock days.  This new product consolidates and enhances our product offering in line with our strategy, and it is expected that this product will transform the way that dealers are able to access business-critical pricing information.
  • The launch of Autovista24. Autovista24 is a news analysis and cutting-edge multimedia content platform providing a vast amount of specialist high-quality analytics, interactive dashboards, and a wealth of information for Europe’s automotive decision-makers.

Suppliers, customers, community and the environment are expected to be positively impacted by these decisions.  Further details of stakeholder engagement are given later in this report.

• The Group’s values of Trust, Integrity, Innovation, Openness, Inclusion and Respect were chosen by employees and are core to the Group and set the tone for how employees treat each other and customers. These values are consistently referenced in employee communications, training and a quarterly awards scheme that recognises employees that demonstrate these. These values together with the approach to flexible working has helped develop the framework of the Group’s culture, which is reinforced through the actions of the Executive Management Team.
• The Group has a clear strategy which has been communicated to all employees throughout the business. This strategy ensures that all employees are clear on the focus of the business both in short term and long term (following five years). Each year, the Board undertakes a detailed review of the Group’s strategy including the business plan for the following five years. Once approved by the Board the plan and strategy form the basis for financial budgets, resource plans and investment decisions. The board typically meets monthly to review the performance of the Group, engages in strategic discussions, approves plans of action to provide support to the Group through its various stages of growth and maintains an oversight of risk and compliance.
• The directors operate alongside a dedicated Group Risk and Compliance (GRC) and Legal team which is responsible for identifying, managing and reporting risk across the Group, ensuring compliance with policies, laws and regulations that govern the Group’s operating activities and supporting appropriate governance and decision-making. This also includes Business Continuity Planning across the Group with the aim of ensuring the safety of employees and the continued ability to operate under adverse trading conditions including a global pandemic, severe weather, virus threats or global conflict. The risk framework includes a number of Group policies which help support s172 requirements including the Anti-slavery and Human Tracking policy, Anti-bribery, Anti-facilitation of tax evasion and Whistleblowing policies. These policies are available on the Group intranet and have been included in training sessions. During the year, the company launched a series of GRC training modules covering Governance, Risk and Compliance, Anti-Bribery and Corruption, Modern Slavery, Anti-facilitation of Tax Evasion, and Cyber Crime Awareness. Over 92% of all employees in the Group had completed these modules at the date of this report.

Stakeholder engagement: Investor, employees, customers, suppliers and community and environment

• Investor – investors holding a majority of all investor-voting shares are entitled to appoint any number of persons as investor directors. The quorum for Board meetings requires one investor director to attend. There were eleven regular Board meetings in 2021 and at each meeting at least one investor director was present. The Board is committed to openly engaging with its investors through regular meetings and calls so that the investors understand the strategy and objectives and any feedback, issues or questions can be properly considered.
• Employees – the Group’s employees are fundamental to the success of the business and the Group strives to be a fair, equitable and inclusive employer in its approach to pay, benefits and career development.  As a ”Fully Flexible” (remote working) organisation, our goal is for our people to feel free to work where, when and how they choose to enable colleagues to balance their personal interests with their work commitments and deliverables, to support a happier and healthier way of life. In our high-performing culture, performance is judged on output and colleauges are trusted to manage their working time effectively to meet work deadlines and goals whilst ensuring that their wellbeing is prioritised.  In 2021, Autovista Group launched a health and wellbeing platform for all employees to access training and undertake workstation risk assessments to ensure they are working safely and comfortably at home. The platform includes mental health awareness training for all colleagues. Mental Health is further supported via a team of trained Mental Health First Aiders and access to the Group’s Employee Assistance Programme. The Group has a schedule of online social events available throughout the year to all employees via its Autovista Connects initiative. Examples of two-way employee involvement include ’Town Hall’ webinars, an active Employee Forum (with representatives from each country), local staff boards, employee feedback surveys and daily Group-wide communication through the company intranet ”Chassis”, which includes business news, people news, tools and resources, with over 85% of our employees actively engaging with the site on a regular basis. Autovista Group has a strong in-house Learning & Development programme, giving employees the opportunity to learn, reach their potential and develop successful careers in a company they can be proud to be a part of. In 2021, the Group’s Learning & Development team delivered 48 courses comprised of 129 training sessions that reached over 86% of employees. The first wave of director training on ”Directors’ Duties and Corporate Governance” was rolled out for legal directors across the Group and the Executive Management Team, as a useful introduction or refresher of the duties of a legal director and best practice when it comes to corporate governance.
• Customers – the Group aims to provide high quality data and information to its customers and prides itself on developing high quality data products and services using innovation and proven research and development processes. The Group has a dedicated market research function responsible for working with customers to understand their business information needs prior to any new product development and at key points in the development process. This helps to steer the creation of new products and the redevelopment of existing ones, such as our Sales Solution Module.
• Suppliers – the Group aims to act responsibly and fairly in its engagement with suppliers and lenders since these parties are integral to the success of the business. Management monitors timely payment of supplier invoices on a monthly basis supported by business systems.
• The Group is required to meet once a year with its lenders and in practice, meetings with lenders are held on a regular basis to update on past performance and future expectations.
• Community and the environment – the Group has implemented an Environmental, Social & Governance (ESG) programme, enabling us to embed ESG into our corporate strategy. We have a dedicated ESG Steering Committee with representatives from across the business actively promoting and driving the programme, which includes sustainability, social responsibility, employee wellbeing, robust governance, and fundraising for our charity partner UNICEF.  The programme is fully supported by the Executive Management Team and consists of three key objectives with goals under each objective:
  • Igniting Opportunity: We believe in social mobility and ensuring that whatever an individual’s background or current circumstances, they have equal opportunity to pursue and fulfil their ambitions. We aim to tackle inequality wherever we see it, ensuring a fair outcome for all.  During 2021, we completed our first Autovista internships programme and ran our first virtual work experience programme for disadvantaged young people in the UK.  We have also granted all employees two paid volunteer days per year benefitting local charities and communities.
  • Championing future rights and skills: For our employees, our business, our customers and our community to succeed in the 21st century, we need to be inclusive, digital, carbon literate, and accessible – all of which champion our values and skills we develop through training and community investment. Our ESG team have been independently certified by the Carbon Literacy Project and have used these skills to develop an internal, comprehensive ”Climate Change Essentials” training package which all employees will be required to complete during 2022.
  • Nurturing the environment to thrive: We appreciate that the impact of climate change falls most heavily on those least able to respond. We have a duty to lower our carbon footprint, while helping our community to build greater resilience. We have recently completed a company-wide carbon footprint assessment against all our scope 1, 2 & 3 emissions, which will enable us to achieve carbon neutrality by 2025. The first steps toward this goal that we have already completed include ensuring our data centre suppliers are using 100% renewable energy and implementing a travel policy and travel tracker for all employees.

On behalf of the board

G Catron

Director

28 April 2022

Modern Slavery Act 2015: Transparency Statement for the Autovista Group

Modern slavery is a crime and a violation of fundamental human rights. It takes various forms, such as slavery, forced and compulsory labour and human trafficking, all of which have in common the deprivation of a person’s liberty by another in order to exploit them for personal or commercial gain.

We have a zero-tolerance approach to modern slavery and are fully committed to preventing, and improving our practices to combat, slavery, forced and compulsory labour and human trafficking in our corporate activities.

This statement sets out the steps we have taken to prevent slavery, forced and compulsory labour and human trafficking from occurring within our organisation and our supply chains.

Our Business

The Autovista Group (the “Group”) is a leading provider of data in the automotive industry, including the provision of pricing insights along the entire lifecycle of a vehicle across more than 20 countries. Autovista, Autovista24, Eurotax, EV Volumes, Glass’s, Rødboka and Schwacke are our highly-respected, market-leading brands. The Group has more than 750 employees and operates across the UK, Europe and Australia as a fully flexible business, allowing our employees full flexibility to decide where (within their country of employment) and when they do their work.

On 1 March 2024, the Group was acquired by the J.D. Power Group, a global leader in consumer insights, advisory services and data and analytics.

This statement is made on behalf of the UK parent company of the Group, Autovista Bidco Limited, for itself and each of its subsidiaries.

Our Policies on Slavery and Human Trafficking

We are committed to ensuring that there is no modern slavery or human trafficking in our supply chains or in any part of our business. Our Anti-Slavery and Human Trafficking policy reflects our commitment to acting ethically and with integrity in all our business relationships. The importance of acting with integrity and complying with applicable law, including the UK Modern Slavery Act 2015, is reflected in our Group values (see ‘Our Values’ below).

Our Group’s Executive Management Team is united in, and central to furthering, our commitment to ensuring that high ethical standards are demonstrated and maintained at all times. Our Code of Ethics, which is a policy document applicable to all staff and any other individuals acting on our behalf, underpins our ethical trading position, which is a key strategic focus for the Group and includes dedicated sections regarding anti-slavery and human trafficking as well as employment conditions.

We commit to adhering to the four UN Global Compact labour principles throughout our operations:

1. Freedom of association and the effective recognition of the right to collective bargaining.
2. Elimination of all forms of forced and compulsory labour.
3. Effective abolition of child labour.
4. Elimination of discrimination in respect of employment and occupation.

We ensure that all staff working for us are engaged in accordance with the law and are paid at least the minimum wage of their country of employment. Employees involved in recruitment have a full understanding that qualifications, skill and experience are the bases for recruitment, placement, training and advancement of staff at all levels. We undertake right to work checks on all direct employees prior to them commencing their employment and this includes checking, where applicable, that the employee has a valid work visa and is of an appropriate age to work. We also make employment contracts available to all employees stating the terms and conditions of service, which are in languages easily understood by them.

In addition, all staff who have any concerns that modern slavery may be occurring in any part of our organisation or supply chains are required (through clear reporting lines) to notify senior management so that the issue can be escalated appropriately and addressed effectively. We have processes and policies in place to protect whistleblowers and their anonymity. These processes and policies are reviewed annually to check that they are still current and with a view to increasing their effectiveness. The Group also has an anonymous whistleblowing application in operation, which is a safe, secure, anonymous and confidential way in which staff can communicate misconduct (or suspected misconduct), including in relation to modern slavery matters. The aim of this is to encourage transparency and reporting by making any misconduct (or suspected misconduct) simple to report and at the same time protecting the anonymity of whistleblowers. In accordance with the Group’s Whistleblowing Policy, staff can also raise concerns with our People and Performance (HR) Team, our General Counsel or our Chief Information Security Officer in confidence to discuss any wrongdoing. No reports were made in 2023. We also host employee forums, which promote transparency and offer employees another route to raise any concerns they may have.

All of our policies, including our Code of Ethics, the Group’s Whistleblowing Policy and the Anti-Slavery and Human Trafficking Policy, are available on a page dedicated to documents and policies on our Group’s staff intranet which ensures that they are readily and easily accessible by all of our employees.

Our Supply Chains

Our supply chains include suppliers from a number of sectors, particularly the motor industry, IT software and hardware and professional services. We also occasionally use agencies to supply agency staff.

We seek to ensure that those within our supply chains align with our ethics and values. As part of our risk assessment within our supply chains, in some cases (as detailed further below) we review commitments made by our suppliers in their policies and statements. Further, wherever possible we seek to include appropriate provisions requiring compliance with applicable laws in our supplier contracts, and, in some cases, we include specific reference to modern slavery legislation (for example, the UK Modern Slavery Act 2015 or the Australian Modern Slavery Act 2018).

To date, we are not aware of any slavery or human trafficking in our supply chains. If we were to become aware of any such activity in the future, we would undertake an urgent and thorough investigation. If any concerns were uncovered, we would work with the relevant supplier to ensure that appropriate action was taken to address the issue. Our response may include the termination of our business relationship with that supplier.

As part of the Group’s initiative to identify and mitigate risks and to enable us to (i) get a better understanding of our suppliers, (ii) better assess the level of modern slavery risks in our supply chain, and (iii) scrutinise with greater ability the actions being taken by our suppliers to identify and tackle such risks, an internal guidance document includes a mandatory section called “Supplier Selection and Purchasing” which incorporates various processes relating to supplier selection and management amongst other matters. This guidance document specifies mandatory due diligence and processes that must be carried out on all new suppliers and includes a requirement that suppliers who are engaged by the Group and performing services for us must sign our Supplier Code of Conduct (the ”Code”). In circumstances where the new supplier fails to sign the Code, they are required to provide various policies and statements to the Group for review, including their modern slavery policy and statement, to ensure that such suppliers have established policies in place that are materially similar to the policies contained in the Code.

The Code makes it clear to suppliers that the Group is committed to ensuring that slavery, human trafficking and child labour is not taking place in any part of its business or supply chain. The Group’s suppliers therefore agree (either by signing and returning the Code or by having their own appropriate policies in place) to comply with all relevant legislation, regulations and directives (including the UK Modern Slavery Act 2015 and its reporting obligations) in the countries and communities in which the supplier and its supply chain operates.

The Group‘s People & Performance (HR) and Risk & Compliance teams are primarily responsible for dealing with any risks or concerns raised by the business in relation to modern slavery. These teams are central Group functions, whose leaders form part of the Group’s Executive Management Team and Business Compliance Committee.

Our Values

Trust, Integrity, Innovation, Openness, Respect and Inclusion: these are the values that underpin the culture at Autovista Group. These values are core to all that we do as a business and they set the tone for how we treat each other, our customers, suppliers, stakeholders and third parties. We talk in detail about our values and how they are reflected in practice on our corporate website and we have a page on our Group’s staff intranet dedicated to our values.

We hold these values as critically important in how we run our business, and to reinforce that, we recognise employee behaviours which are aligned to our values through our ’Recognition’ function on our Group’s staff intranet and we also use rewards schemes to recognise employees who have gone above and beyond to demonstrate our values.

Due to the critical importance of our values to the running of our business, we continued the delivery of a refreshed version of our management training programme in 2023 in order to further embed our Group values into the practices and conduct of our managers, with 50 people managers trained throughout the year. This training is mandatory for all people managers across the Group and introduces our leadership competency framework which specifically references our Anti-Slavery and Human Trafficking policy within the ”Living Our Values” competency expectation of our managers.

Social Audits

In June 2023, EcoVadis, a leader in providing business sustainability ratings, undertook an audit of the Group which included a review of the Group’s management systems relating to Environmental, Labour and Human Rights and specifically in the following areas: employees’ health and safety; working conditions; labour relations; child and forced labour; diversity, discrimination & harassment; and external stakeholder human rights. As a result of the audit, EcoVadis awarded the Group its Silver Award for the second year in a row in recognition of the quality of the Group’s various management systems, which places the Group among the top 18% of businesses assessed by EcoVadis worldwide. The Group’s overall score increased in 2023 which reflected the Group’s dedicated approach to business sustainability and desire to constantly improve.

Awareness

To ensure that our employees across the Group have a base level of understanding of the risks of modern slavery and human trafficking in our supply chains and our business, our Anti-Slavery and Human Trafficking policy is available on our Group’s staff intranet which ensures the materials are readily and easily accessible.

Furthermore all employees were required to re-read various Group policies in 2023, including (amongst others) our Anti-Slavery and Human Trafficking Policy, our Anti-Bribery & Corruption Policy and our Code of Ethics and sign an acknowledgement form that they have read and understood the contents and requirements of the policies. We are able to track and report on which employees have completed this activity using our HR system and all employees in the Group (other than longer term absentees) have signed the form.

We also raise awareness of modern slavery and human trafficking through inclusion in our mandatory employee induction process.

To continue to promote our zero-tolerance approach to modern slavery, we included details of how we increased awareness of modern slavery with our employees, and referred to our last modern slavery statement, in our UK Group consolidated annual financial statements for the year ended 31 December 2023. We also continue to register our modern slavery statements with the UK Government’s modern slavery statement registry to enhance the transparency and accessibility of our commitment to eliminating modern slavery in our corporate activities. Our registration in 2023 for the period 1 January 2022 to 31 December 2022 can be found on the UK Government’s website.

Further Steps

We will continue to provide our employees with the necessary training and resources to ensure a commitment to the highest standards of ethical behaviour. To this end, we will be reviewing and refreshing our Governance, Risk and Compliance training programme and will ensure that all employees complete it throughout 2024. Thereafter, we will require mandatory completion of this training by our employees on an annual basis. The programme will include a module on preventing modern slavery, and, to ensure employee understanding of the training contents, this module will include a follow-up assessment, and completion of the assessment will be tracked.

In 2024 we also plan to update the compliance terms which we seek to append to agreements with our suppliers in order to make them more robust. One of the aims of these terms is to ensure that there is no modern slavery or human trafficking in the supplier’s business or their own supply chain and these are to be updated in 2024 to include, for example, warranties relating to information provided by suppliers in relation to modern slavery matters.

Further, in 2024, we plan to publish some more resources to assist the people in our business in making sustainable and ethical choices when selecting suppliers and to further embed our supplier due diligence procedure.

Our commitment to a sustainable business will be independently verified in 2024 through our reassessment by EcoVadis. Through this reassessment, the Group is able to validate its commitment to ethical practices, and we are striving to match or improve our EcoVadis rating each year.

Section 54(1)

This statement is made pursuant to section 54(1) of the Modern Slavery Act 2015 and constitutes our slavery and human trafficking statement for the financial year ending 31 December 2023. This statement has been authorised and approved by the board of directors of Autovista Bidco Limited.

Signed:

On behalf of Autovista Bidco Limited

Date: 24 June 2024