section 172 statement 2026 final.pdf
Funding Circle Ltd
(the “Company”) Company number: 06968588 Section 172(1) statement
The Directors recognise that they have a duty under section 172 of the Companies Act 2006 (“Act”) to act in the way they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole and, in doing so, to have regard, amongst other matters, to the factors set out in section 172(1) of the Act. In discharging their section 172 duties, the Board has regard to such factors, as well as to other factors which they consider relevant to the decision being made (for example, the views of regulators). While the Board accepts that not every decision it makes will result in an equally positive outcome for all of the Company’s stakeholders, by considering the Company’s purpose, mission and values together with its strategic priorities and having a process in place for decision making, the Directors aim to make sure that the Board’s decisions are consistent and do not create unexpected outcomes for stakeholders.
The Company’s key stakeholders are its people, its borrowers, the investors in its loans, the communities in which it operates, the shareholders of the Parent company and its regulators (including, in particular, the FCA). The views of, and the impact of the Company’s activities on, those stakeholders are an important consideration for the Directors when making relevant decisions.
During 2025 the Board received information to help the Directors understand the interests and views of the Company’s key stakeholders and other relevant factors (including those set out in section 172(1) of the Act) when making decisions. This information was distributed in a range of different formats including in reports and presentations on the Company’s financial and operational performance, key risks and the outcomes of specific pieces of engagement (for example, the results of culture and customer satisfaction surveys). As a result of this the Board has had an overview of engagement with the Company’s stakeholders and other relevant factors which allows the Directors to understand the nature of the stakeholders’ concerns and to comply with their section 172 duty to promote the success of the Company.
While the Board engages directly with certain stakeholder groups or on certain issues, this is done in line with similar engagement practices that takes place at a Group level. For further details on the engagement that takes place with the Company’s stakeholders so as to enable the Directors to understand the issues to which they must have regard please see pages 45 to 48 of the FCH Annual Report for the year ended 31 December 2025.
In discharging their section 172 duties, the Directors have regard to the factors set out in section 172(1)(a)-(f) of the Act, as well as other factors which they consider relevant to the decision being made (for example, the views of the regulators). The Board carefully considers the Company’s purpose, mission and values together with its strategic priorities as part of its process for decision making with the aim of ensuring that decisions are consistent. The following are examples of some of the decisions made by the Board when discharging their duties, having regard to matters set out in section 172(1)(a)-
(f):
- Appointment of new Directors to the Company, Chairs of Audit and Risk Committees at the Group level and changes to Board governance framework.
- Approval of Short Term Loan product and funding strategy
Details regarding the Company’s policy in respect of providing employees systematically with information on matters of concern to them as employees, consulting employees on a regular basis so that the views of employees can be taken into account in making decisions that are likely to affect their interests and in respect of achieving a common awareness of all employees in relation to the financial and economic factors that affect the performance of the Company can be found in pages 26 to 29, 46 and 76 of the 2025 FCH Annual Report.