Section 172 statement

Section 172 Statement

Unless otherwise stated, defined terms have the meaning assigned to them in the Corporate Governance Statement. References to “Wates, Principle…” are references to the relevant sections of the Corporate Governance Statement.

The Board has had regard to the factors set out in section 172(1)(a)-(f) of the Companies Act 2006 (‘s172’). In 2022, the Company has engaged with its key stakeholder groups, both formally and informally.

In 2022, the Core Board made one Principal Decisions in respect of the proposed Lumen acquisition, and the DCS Board made three Principal Decisions: two in relation to land banking opportunities, and one in respect of restructuring.

The key stakeholder groups for the Company have not changed in 2022. Their significance to the Company is set out below:

The CORE and DCS parts of the business offer materially different services to customers, have a slightly different supplier base; and are organised differently to reflect both the different types of services and that DCS has a significantly smaller workforce. Accordingly, the impact to each of CORE and DCS can be quite different, and the impact to each part of Colt should be carefully considered.

The Company’s vision is focused on customers and being the most customer-oriented business in the industry. As such, the potential impact to customers is a key consideration for Colt to achieve its vision.

Successful relationships with suppliers is critical for the day-to-day running of Colt’s business and supporting Colt’s service provision to its customers. The nature of services for both CORE and DCS is closely connected with its supplier relationships.

The engagement and two-way dialogue with the entire workforce (employees or otherwise) is very important for the Company’s purpose and vision to be achieved.

Both the Company’s existing CORE and DCS operations, and its network and data centre expansions to new locations can have a significant impact on the environment and community. The Company is committed to reducing its carbon emissions, being powered by green energy, reducing its landfill and improving its impact on the environment and community.

The key stakeholder engagement and outcomes for 2022 are set out below:

Area of business: Core or DCS

Regular ELT and DCS SMT meetings have been held during the year, to consider the requirements and progress of each ELT or DCS SMT member’s function, both as a whole and against specific projects.

The outcomes from ELT and DCS SMT meetings have been shared with their respective functions and, where required, across Colt. The Core and DCS Boards receive regular updates from the ELT and DCS SMT respectively, including the identification of new opportunities and emerging risks. The Core and DCS Boards also provide each other with minutes of their respective meetings.

Focus areas for CORE during 2022: sanctions, the proposed Lumen acquisition, and the workforce: launch of the global Flexible First hybrid working policy. Focus areas for Colt DCS during 2022: major builds and the workforce.


Customer engagement was both formally and informally conducted during 2022.

Through 2022 we continued to have good levels of NPS across Europe. This is testament to the strong and healthy customer relationships that we foster with our customers.

The Customer Advisory Board continued in 2022: Colt was able to hold in-person sessions, and received valuable feedback on Colt’s strategy, automation and global network offering.

Further to Ukraine invasion, Colt established a Sanctions Committee to reach decisions inter alia about specific customer and supplier relationships. Colt’s customer-facing colleagues were able to centrally raise requests with the Sanctions Committee, and Sanctions-related guidance was made available to all colleagues globally. Given the minimal impact to Colt’s operations, Colt did not proactively contact the top customers, but instead had statements and FAQ available for Account Executives to respond to any customer queries. There were a small number of customers who were contacted specifically in respect of B-end services in Russia, and challenges to ongoing service provision.

In addition to our customer exit interview process (offering any customer ceasing service with us the opportunity to share improvement areas), our 100 Voices programme continued during 2022. Customer interviews continued to form a regular part of our customer engagement strategy.

The top 50 customers were contacted proactively by Colt in respect of the proposed Lumen acquisition, and internal FAQ documents are kept updated for Salespeople. Sales teams have already received guidance about competition rules including gun-jumping, and provided with dos and don’ts in this regard.

Our red flag process is ongoing and driving significant improvements not only for specific red flag customers but also for other customers, as we identify and resolve thematic issues across the Colt group.


During 2022, Colt’s main focus with its suppliers and supply chain has been on sustainability. Colt’s Procurement Team engaged with ca. 1000 suppliers in respect of scope 3 emissions, to understand their sustainability journey and current status: Colt has requested all responding suppliers to ensure they calculate their scope 1 and scope 2 emissions. Sustainability and I&D questionnaires have been fully embedded into RFPs and supplier onboarding: for major supplier RFPs, 10-20% of scoring is respect of these responses. In June 2022, ca. 300 suppliers attended a webinar, during which Colt explained its approach to sustainability and I&D, and their importance to Colt’s business.

From February 2022 onwards, Colt’s Procurement Team has kept the supplier list under review in light of sanctions and raised queries centrally with the Sanctions Committee. The Procurement Team also reviewed the geography of suppliers, in particular those linked to Russia, Ukraine or neighbouring countries. Colt identified one supplier relying on office locations in Russia for service delivery, and sought their confirmation that this would not impact service delivery to Colt.

During 2022, Colt’s Procurement Team have also undertaken some reviews in respect of the impact of inflation on the supply chain, full lifecycle management of equipment to ensure fewer new purchases, and the supply chain impact of new legislation such as UK Sarbonnes-Oxley


Colt’s leadership’s clear 2020 message has continued throughout 2022: that prioritising the safety and wellbeing of its employees is the only way to ensure Colt’s success. This tone from the top has permeated through the organisation, and employee engagement (and support) has been widespread and consistent throughout the year.

The European and National Works Councils have been consulted or notified of material matters at various points throughout the year. The Colt Ambassador and Country Management programmes have continued to provide a forum to engage with the workforce and help ensure a two-way dialogue.

In April 2022, Colt launched its ‘hybrid working’ pilot scheme, and in November 2022, Colt’s global “Flexible First” was launched to almost all countries. As of February 2023, Flexible First has been launched in all Colt countries, except for India.

Mental Health and Wellbeing have remained a focus area: Colt has monthly ‘Clear Your Plate’ days, aimed at minimising email traffic and meetings. As part of the Flexible First hybrid working policy, Colt has introduced global monthly ‘Connection Days’ during which employees are encouraged to attend the office: Colt’s management and employee networks are encouraged to plan team meetings and networking events to fall on ‘Connection Days’.

Environment and Community

In 2021, Colt’s science-based carbon emissions targets were approved by the Science-Based Targets Initiative (SBTi), which assesses targets to ensure

  1. They are science-based
  2. They cover scope 1, 2 and 3 carbon emissions
  3. They are aligned to the Paris Climate Change Agreement

In 2022, the SBTi guidance was changed – shifting the focus on the reduction of carbon emissions rather than (primarily) offsetting. The impact of this changed guidance is that organisations will be required to set short- and long-term targets for reduction, before the targets for offsetting. Colt’s 2021 SBTi submission was structured in a way that would require minimal changes: the only change for Colt was to externally publish its long-term net zero target.

Colt has made submissions to Ecovadis, CDP and IDC where improvements have been recorded. Colt was awarded a “Platinum” Ecovadis rating in 2022 (2021: “Gold”), our environment, social and governance (ESG) performance, putting Colt in the top 1% of companies. Colt achieved “B” rating for CDP (2021: ‘B’).

Colt’s ‘Greening our Fleet’ and ‘Zero Waste to Landfill’ (“ZWtL”) workstreams have made excellent progress during 2022. The ‘Greening our Fleet’ workstream has continued to work very closely with its fleet car supplier in order to switch to electric or hybrid fleet cars over the next 1-3 years, as well as charge points at all Colt’s major sites. The ‘Greening our Fleet’ policy setting out proposed adjustments to offering company cars as a benefit (in countries where this has remained market practice) was launched in Q1 2022, and remained under review during 2022 in light of ongoing discussions with European and National Works Councils.

During 2022, ZWtL workstream has also progressed a number of areas:

  • ZWtL certifications commenced for major CORE and DCS sites
  • Investment recovery procedure has been reviewed, and investment recovery partners have been selected to increase efficiency
  • Colt has collaborated with its major facilities supplier on a data management tool. Responses available in respect of 28 CORE and DCS sites, improvement plans are in place for two of DCS’s major sites.