Corporate Governance Statement

Close up of Freightliner logo on loco.

The directors, and leadership generally, of the Freightliner group of companies (the “Group”) are aware of their responsibilities as prescribed by the Companies Act 2006.

This statement in particular addresses the material actions and decisions which the leadership took in discharging their duties pursuant to section 172 of the Companies Act 2006; namely, the duty to consider the interests of various stakeholders in the success of the business.


Section 172(1)(a)

The Directors must act in a way they consider would be most likely to promote the success of the Group for the benefit of its stakeholders. These stakeholders and actions taken by the Group are detailed below:

Long-term consequences of decisions – The Group aims to secure its long-term prospects and viability by seeking out strategies that provide mutual long-term benefits to its stakeholders and members. These are considered through regular meetings of the senior management team, periodic engagement with its shareholders and the formal preparation and adoption of a 5-year Strategic Plan. This includes determining the capital investment required to meet growth, customer, and safety needs. The annual review of the Group’s strategy encompasses the long-term implications for stakeholders and members.

Key decisions in the year – There were no significant one-off events such as business acquisitions or disposals during the year. The general downturn in the economy has driven a continued focus and decision making to deliver operating efficiencies, both internally and in conjunction with our customer base to protect financial performance. External Industrial Relations activity during the year in the form of Network Rail strikes are fully compensated, with the company having developed an effective planning process for these, to ensure customer service degradation is restricted.

Maintaining our licence to operate – The Directors have ensured that the operating licences are maintained by following the maintenance requirements and health and safety requirements.


People: Section 172(1)(b)

Interest of employees – The Group’s employees reflect our culture and values and are essential to delivering on our mission of developing long-term customer relationships and business growth. The Group has several means of communicating with its employees in terms of business performance and other important decisions. These communication methods include quarterly business updates from the CEO, regular internal communications on new business wins and other topics of interest to colleagues, quarterly meetings of the Senior Leadership Team (SLT) with union reps from all four unions to discuss quarterly business performance. The SLT also hold regular online townhall forums to inform employees of important developments and decisions.

The Group has a strong culture of Health & Safety and strives for zero injuries, every day. In support of our health and safety culture, the business has a comprehensive health and safety training plan that it delivers across platform and grades according to need. A freely accessible internal information hub is maintained of all policies and relevant employee information.


Key customer, suppliers and partnerships: Section 172(1)(c)

Need to foster the Group’s business relationships – The Group’s customers include large international shipping lines through to small local businesses. The Group’s customers rely on us to fulfil their obligations and the Group’s suppliers allow us to meet their needs.

The Group actively works towards the acquisition of new customers through a range of existing industry relationships and tendering processes. The supply of services is dependent on the continuing collaboration with a range of third-party suppliers on a long-term basis. Commercial and operational teams have regular and timely communication with key customers and suppliers to understand their needs to assist us in fulfilling their objectives.


The Community and the Environment: Section 172(1)(d)

Impact on communities – We believe supporting our communities strengthens our community ties and fosters an awareness of our long-term goals. Our staff charity nomination scheme sees our employees’ nominating charities, which they have a personal connection, to which donations are made. The Group, further, sponsors local sports clubs across the UK that our staff have a connection with.

Impact on the environment – As one of the UK’s leading transportation service providers, we take our environmental responsibilities seriously and recognise the importance of our environmental performance as part of our overall business success. The Group has an ongoing focus on increasing the sustainability of our operations and will continue to play a pivotal role in ensuring that the UK economy can fully decarbonise by 2050.

The Group’s Environment and Sustainability Group (ESG) coordinates our environmental and sustainability workstreams to ensure that the business is positioned to further enhance our environmental and sustainable credentials. As part of our Integrated Management System (IMS), we will develop, maintain, and continually improve an Environmental Management System (EMS) in line with the requirements of ISO 14001 and seek external accreditation for relevant operations to ensure we achieve all our compliance objectives and that our operational activities prevent pollution and embrace environmental opportunities.


Ethics, Compliance and Business Conduct: Section 172(1)(e)

High standard of business conduct – The Group and its employees are subject to the Code of Ethics of Genesee & Wyoming Inc (“Code”). The Code sets forth general guidelines of business practice and is intended to help educate our staff about the laws that affect our business; help our employees understand the type of behaviour that is expected, and to serve as a guide when we face legal or ethical questions.


The Group’s internal and external policies are reviewed by the Directors and senior management to ensure compliance with anti-bribery, modern slavery, environmental, safety standards, tax and financial standards. The Group operates an internal audit program overseeing the financial and non-financial policies and procedures put in place.


Shareholders: Section 172(1)(f)

To act fairly between members of the Group – The Group and its employees are subject to the Code of Ethics of Genesee & Wyoming Inc (“Code”). The Code sets forth general guidelines of business practice and is intended to help ensure fairness between members of the Group.


Statement describing how the directors have complied with their duties under S172

During the period the directors continued to monitor progress against the Group’s strategy, as highlighted in the principal activities section of the strategic report of the company, and decisions made by the directors were in respect of operational matters.


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