Subsidiary accounts

Section 172(1) Statement

The Board of Direct Line Insurance Group Limited (“Direct Line”) confirms that during the year under review, it hasacted in the way it considers, in good faith, would be most likely to promote the long-term success of the Company for the benefit of its members as a whole, whilst having regard to the matters set out in Section 172(1)(a)-(f) of the Companies Act 2006 (“Section 172(1)”). 

Purpose and Vision

The matters set out in Section 172(1) underpin Direct Line’s purpose and vision and form the foundation for the Board’s considerations and decision making. Our purpose – to help people carry on with their lives, giving them peace of mind now and in the future – is centred on customers and their long-term interests. Our vision – to create a world where insurance is personal, inclusive and a force for good – reflects our desire to do business in a way that benefits all stakeholders, the environment and wider society. 

Stakeholders

Information on Direct Line’s key stakeholders is set out in the Sustainability section of the Strategic report on the following pages: Customers, pages 46 to 47; People, page 48; Society, pages 49 to 50; and the Planet, pages 51 to 54. 

Engagement

The Board recognises that our stakeholders have diverse and sometimes competing interests that need to be finely balanced, and that these interests need to be heard and understood in order for them to be effectively reflected in decision making. Information about how the Board has engaged with stakeholders during the year and outcomes of that engagement can be found on pages89 to 90 in the table titled “How the Board engages with stakeholders.”

Board decisions and oversight

Examples of how stakeholder engagement and Section 172(1) matters have influenced Board discussion and decision making during the year can be found in the table titled “Consideration of Section 172(1) factors by the Board” on page 88. The table covers a number of key topics including: the takeover approaches from Ageas SA/NV ("Ageas") and Aviva; the return of capital to shareholders; the launch of a new strategy; and continuing compliance with the Consumer Duty rules. The metrics and processes which the Board looks at to ensure that business practices and behaviours reflect the Company’s culture, purpose and values, including the impact of decisions on key stakeholders, are set out on page 88. Information about Board oversight of environmental matters can be found on pages 58 to 71 in the TCFD Report.

Section 172(1) Statement

The Directors of the Company confirm that during the year under review, they have acted in the way they consider would be most likely to promote the long-term success of the Company for the benefit of its members as a whole, whilst having regard to the matters set out in Section 172(1)(a) -(f) of the Companies Act 2006 ("Section 172(1)").

The matters set out in Section 172(1) underpin the Group's purpose and vision and form the foundation for considerations and decision making. The Group's purpose - to help people carry on with their lives, giving them peace of mind now and in the future - is centered on customers and their long-term interests. The Group's vision - to create a world where insurance is personal, inclusive and a force for good - reflects the desire to do business in a way that benefits all stakeholders, the environment and wider society. Further key disclosures in respect of each of the Section 172(1) matters can be found in the DLIG annual report for the year ended 31 December 2024 on page 86.

The Directors of DLIG, the ultimate parent entity of the Group, are also the Directors of the Company and except in cases in which a decision relates solely to the Company, such as considering the calculation of technical provisions, the debates and decisions of the Directors concern both companies. The Group's governance framework, which is consistent with the 2018 UK Corporate Governance Code, applied to the Company during the year. Further information about the Group's governance arrangements can be found in the DLIG's annual report for the year ended 31 December 2024 on page 82. The Company relies on resources made available by the Group including staff and suppliers who are respectively employed and contracted by a fellow subsidiary undertaking, DL Insurance Services Limited. Disclosures relating to employees, suppliers, customers and others may be found in the financial statements of DL Insurance Services Limited and the DLIG annual report for the year ended 31 December 2024. 

The Group's vision and purpose are set out in the strategic report of DLIG for the year ended 31 December 2024 on page 44, further information on the Group's five-pillar sustainability strategy can also be found on that page. Details of the Group's engagement with the community and protection of the environment which applies to the Company, can be found in the DLIG annual report for the year ended 31 December 2024 on pages 49 and 51 respectively.

The Directors consider the likely consequences of any decision in the long term. Each company within the Group applies Group policies consistent in all key areas including supplier management and outsourcing, customer conduct, human resources and the environment. Group policies and minimum standards applied by the Company during the financial year included, for example, the Group Accounting minimum standard.

The Directors and management operate the business in a responsible manner with the aim of ensuring that the Company maintains a reputation for high standards of business conduct and good governance. The Group’s Code of Business Conduct provides guidance to the Group's employees and contractors on the high standards of professional and ethical conduct expected of them and aims to preserve the Group's and the Company's reputation for high standards of conduct. Information on the Group's Ethical Code for Suppliers can be found in the DLIG's annual report for the year ended 31 December 2024 on page 55. 

Section 172(1) Statement and engagement with stakeholders

The Directors of the Company confirm that during the year under review, they have acted in the way they consider would be most likely to promote the long-term success of the Company for the benefit of its members as a whole, whilst having regard to the matters set out in Section 172(1)(a)-(f) of the Companies Act 2006 ("Section 172(1)").

The matters set out in Section 172(1) underpin the Group's purpose and vision and form the foundation for considerations and decision making. The Group's purpose - to help people carry on with their lives, giving them peace of mind now and in the future - is centred on customers and their long-term interests. The Group's vision - to create a world where insurance is personal, inclusive and a force for good - reflects the desire to do business in a way that benefits all stakeholders, the environment and wider society. Further key disclosures in respect of each of the Section 172(1) matters can be found in the DLIG annual report for the year ended 31 December 2024 on page 85.

All Directors of the Company are members of the Group's principal management committee, which helps the Group's Chief Executive Officer manage the Group's operations and implement the Group's strategy, including its approach to sustainability. The Group's vision, purpose and values and the five-pillar sustainability strategy, which includes engagement with the community and protection of the environment, are set out in the strategic report within the DLIG annual report for the year ended 31 December 2024 on pages 1 and 11, and page 72. The Group's governance framework, which is consistent with the 2018 UK Corporate Governance Code, applied to the Company during the year. Further information on the Company's governance arrangements can be found in the Directors' report on page 6.

The principal activity of the Company is the provision of services to fellow subsidiary companies and to the Group's partners, including Motability, including contracting with suppliers, buying or leasing premises and employing staff. Further information on the Company's engagement with employees can be found in the Directors' report on page 6 and in the corporate governance report within the DLIG annual report for the year ended 31 December 2024 on pages 89 to 90.

Examples of how the Group has had regard to the need to foster the Company's business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the Company during the financial year are detailed in the corporate governance report within the DLIG annual report, for the year ended 31 December 2024 on page 88. The Company enters into the substantial majority of all contracts with suppliers to the Group and, during the year, the Directors approved the Company's transparency statement on modern slavery which demonstrates how the Company takes its supply chain responsibilities seriously.

The Directors consider the likely consequences of decisions in the long term. Each company within the Group applies Group policies consistent with the Group's culture in all key areas including supplier management and outsourcing, customer conduct, human resources and the environment. Group policies and minimum standards applied by the Company during the financial year included, for example, the Group Accounting minimum standard.

The Directors and management operate the business with the aim of ensuring that the Company maintains a reputation for high standards of business conduct and good governance. The Group's Code of Business Conduct, which the Company applies, embodies the Group's culture, purpose and values. The Code of Business Conduct provides guidance to the Group's employees and contractors on the high standards of professional and ethical conduct expected of them and aims to preserve the Group's and the Company's reputation for high standards of conduct. Information on the Group's Ethical Code for Suppliers, which the Company also applies, can be found in the DLIG annual report for the year ended 31 December 2024 on page 55. The Group's statement on modern slavery can be found on the Group's corporate website.

Section 172(1) Statement and engagement with stakeholders

The Directors of the Company confirm that during the year under review, they have acted in the way they consider would be most likely to promote the long-term success of the Company for the benefit of its members as a whole, whilst having regard to the matters set out in Section 172(1)(a)-(f) of the Companies Act 2006 ("Section 172(1)"). The Company’s business is closely linked to the activity of the Group and it is helpful to consider the Group context for the purpose of this statement.

The matters set out in Section 172(1) underpin the Group's purpose and vision and form the foundation for considerations and decision making. The Group's purpose - to help people carry on with their lives, giving them peace of mind now and in the future - is centred on customers and their long-term interests. The Group's vision - to create a world where insurance is personal, inclusive and a force for good - reflects the desire to do business in a way that benefits all stakeholders, the environment and wider society. Key disclosures in respect of each of the Section 172(1) matters relevant to the Group as a whole can be found in the DLIG annual report for the year ended 31 December 2024 on page 16.

The Group’s vision, purpose and values and the five-pillar sustainability strategy, which includes engagement with the community and protection of the environment, are set out in the strategic report of DLIG for the year ended 31 December 2024 on page 10 and pages 50 to 51. The Group’s governance framework, which is consistent with the 2018 UK Corporate Governance Code, was applied by the Company during the year. Further information about the Group’s governance arrangements can be found in the DLIG annual report 2024 on page 157.

The Company relies on resources made available by the Group including staff and suppliers who are respectively employed and contracted by a fellow subsidiary undertaking, DL Insurance Services Limited. Disclosures relating to employees, suppliers, customers and others may be found in the annual report and financial statements of DL Insurance Services Limited and DLIG for the year ended 31 December 2024.

The Directors consider the likely consequences of any decision in the long-term. Each company within the Group is expected to abide by Group policies consistent with the Group’s culture in all key areas including supplier management and outsourcing, customer conduct, human resources and the environment. Group policies and minimum standards applied by the Company during the financial year included, for example, the Group Accounting minimum standard. 

During the year, the Directors considered and approved an amendment to the inter-company loan agreement between the Company as lender and DLIG as borrower in the light of the Directors’ duties under Section 172(1).

The Directors and management operate the business in a responsible manner with the aim of ensuring that the Company maintains a reputation for high standards of business conduct and good governance. The Group's Code of Business Conduct provides guidance to the Group’s employees and contractors on the high standards of professional and ethical conduct expected of them and aims to preserve the Group’s and the Company’s reputation for high standards of conduct. Information on the Group’s Ethical Code for Suppliers can be found in the DLIG annual report 2024 on page 107. The Group’s transparency statement on Modern Slavery can be found on the Group’s corporate website.

Section 172(1) Statement

The Directors of the Company confirm that during the year under review, they have acted in the way they consider would be most likely to promote the long-term success of the Company for the benefit of its members as a whole, whilst having regard to the matters set out in Section 172(1)(a)-(f) of the Companies Act 2006 ("Section 172(1)").

The matters set out in Section 172(1) underpin the Group's purpose and vision and form the foundation for considerations and decision making. The Group's purpose - to help people carry on with their lives, giving them peace of mind now and in the future - is centred on customers and their long-term interests. The Group's vision - to create a world where insurance is personal, inclusive and a force for good - reflects the desire to do business in a way that benefits all stakeholders, the environment and wider society. Further key disclosures in respect of each of the Section 172(1) matters can be found in the DLIG annual report for the year ended 31 December 2024 on page 85.

The Directors of DLIG, the ultimate parent entity of the Group, are also the Directors of the Company. Except in cases in which a decision relates solely to the Company, such as the payment of a dividend, the debates and decisions of the Directors concern both companies.The Group's governance framework, which is consistent with the 2018 UK Corporate Governance Code, applied to the Company during the year. Further information on the Company's governance arrangements can be found in the Directors' report on page 8.

The Company relies on resources made available by the Group including employees and suppliers who are respectively employed and contracted by a fellow subsidiary undertaking, DL Insurance Services Limited. Disclosures relating to employees and suppliers may be found in the financial statements of DL Insurance Services Limited and the DLIG annual report for the year ended 31 December 2024. 

The Group's vision and purpose and the five-pillar sustainability strategy, which includes engagement with the community and protection of the environment and which applies to the Company, are set out in the strategic report within the DLIG annual report for the year ended 31 December 2024 on page 1 and pages 41 to 55.

Examples of how the Group have had regard to the need to foster the Company's business relationships with suppliers, customers and others, and the effect of that regard, including on the principal decisions taken by the Company during the financial year are detailed in the corporate governance report within the DLIG annual report, for the year ended 31 December 2024 on page 88. The Company enters into the substantial majority of all contracts with suppliers to the Group and, during the year, the Directors approved the Company's transparency statement on modern slavery which demonstrates how the Company takes its supply chain responsibilities seriously.

The Directors consider the likely consequences of decisions in the long term. Each company within the Group applies Group policies consistent with the Group's culture in all key areas including supplier management and outsourcing, customer conduct, human resources and the environment. Group policies and minimum standards applied by the Company during the financial year included, for example, the Group Accounting minimum standard.

The Directors and management operate the business with the aim of ensuring that the Company maintains a reputation for high standards of business conduct and good governance. The Group's Code of Business Conduct, which the Company applies, embodies the Group's culture, purpose and values. The Code of Business Conduct provides guidance to the Group's employees and contractors on the high standards of professional and ethical conduct expected of them and aims to preserve the Group's and the Company's reputation for high standards of conduct. Information on the Group's Ethical Code for Suppliers, which the Company also applies, can be found in the DLIG annual report for the year ended 31 December 2024 on page 55 The Company's statement on modern slavery can be found on the Group's corporate website.

Section 172(1) statement and engagement with stakeholders

The Directors of the Company confirm that during the year under review, they have acted in the way they consider would be most likely to promote the long-term success of the Company for the benefit of its members as a whole, whilst having regard to the matters set out in Section 172(1)(a)-(f) of the Companies Act 2006 ("Section 172(1)"). The Company’s business is closely linked to the activity of the Group and it is helpful to consider the Group context for the purpose of this statement.

The matters set out in Section 172(1) underpin the Group's purpose and vision and form the foundation for considerations  and decision making. The Group's purpose - to help people carry on with their lives, giving them peace of mind now and in the future - is centred on customers and their long-term interests. The Group's vision - to create a world where insurance is personal, inclusive and a force for good - reflects the desire to do business in a way that benefits all stakeholders, the environment and wider society. Key disclosures in respect of each of the Section 172(1) matters relevant to the Group as a whole can be found in the DLIG annual report for the year ended 31 December 2024 on page 86.

Directors of the company are either members of the Group’s Executive Committee or of  the Enterprise Leadership Network, which support the Group’s Chief Executive Officer in managing the Group’s operations and implementing the Group’s strategy, including its approach to sustainability. The Group’s vision, purpose and values and the five-pillar sustainability strategy, which includes engagement with the community and protection of the environment, are set out in the strategic report of DLIG for the year ended 31 December 2024 on pages 44 to 56. The Group’s governance framework, which is consistent with the 2018 UK Corporate Governance Code, applied to the Company during the year. Further information on the Company’s governance arrangements can be found in the Directors’ report on page 7.

The Company relies on resources made available by the Group including staff and suppliers who are respectively employed and contracted by a fellow subsidiary undertaking, DL Insurance Services Limited. Disclosures relating to employees, suppliers, customers and others may be found in the annual report and financial statements of DL Insurance Services Limited and DLIG for the year ended 31 December 2024.

The Directors consider the likely consequences of any decision in the long-term. Each company within the Group is expected to abide by Group policies consistent with the Group’s culture in all key areas including supplier management and outsourcing, customer conduct, human resources and the environment. Group policies and minimum standards applied by the Company during the financial year included, for example, the Group Accounting minimum standard.

During the year, the Directors considered and approved: a self-assessment of the effectiveness of oversight of the Company’s Appointed Representatives and Introducer Appointed Representatives; the Consumer Duty Annual Board Report; and a variation to an inter-company loan agreement, each in the light of the Directors’ duties under Section 172(1).

The Directors and management operate the business in a responsible manner with the aim of ensuring that the Company maintains a reputation for high standards of business conduct and good governance. The Group's Code of Business Conduct provides guidance to the Group’s employees and contractors on the high standards of professional and ethical conduct expected of them and aims to preserve the Group’s and the Company’s reputation for high standards of conduct. Information on the Group’s Ethical Code for Suppliers can be found in the DLIG’s annual report for the year ended 31 December 2024 on page 55. 

Section 172(1) Statement and engagement with stakeholders

The Directors of the Company confirm that during the year under review, they have acted in the way they consider would be most likely to promote the long-term success of the Company for the benefit of its members as a whole, whilst havingregard to the matters set out in Section 172(1)(a)-(f) of the Companies Act 2006 ("Section 172(1)"). The Company’s business is closely linked to the activity of the Group and it is helpful to consider the Group context for the purpose of this statement.

The matters set out in Section 172(1) underpin the Group's purpose and vision and form the foundation for considerations and decision making. The Group's purpose - to help people carry on with their lives, giving them peace of mind now and in the future - is centred on customers and their long-term interests. The Group's vision - to create a world where insurance is personal, inclusive and a force for good - reflects the desire to do business in a way that benefits all stakeholders, the environment and wider society. Further key disclosures in respect of each of the Section 172(1) matters relevant to the Group as a whole  can be found in the DLIG annual report for the year ended 31 December 2024 on page 86.

The Group’s vision, purpose and values and the five-pillar sustainability strategy, which includes engagement with the community and protection of the environment, are set out in the strategic report of DLIG for the year ended 31 December 2024 on page 83 and 44. The Group’s governance framework, which is consistent with the 2018 UK Corporate Governance Code, applied to the Company during the year. Further information on the Company’s governance arrangements can be found in the Directors’ report on pages 5 and 6. 

The Company relies on resources made available by the Group including staff and suppliers who are respectively employed and contracted by a fellow subsidiary undertaking, DL Insurance Services Limited. Disclosures relating to employees, suppliers, customers and others may be found in the annual report and financial statements of DL Insurance Services Limited and DLIG for the year ended 31 December 2024.

The Company operates the Group’s motor vehicle repair centres. The Group’s sustainability plan aims to mitigate the Group’s impact on climate change and aims for the Company to be the most energy efficient repair network in the UK, by investing in its estate and repair processes.

The Directors consider the likely consequences of any decision in the long-term. Each company within the Group is expected to abide by Group policies consistent with the Group’s culture in all key areas including supplier management and outsourcing, customer conduct, human resources and the environment. Group policies and minimum standards applied by the Company during the financial year included, for example, the Group Accounting minimum standard. 

During the year, the Directors considered and approved: a variation to the Panel Membership Agreement between the Company and U K Insurance Limited (which is an associated undertaking as defined in section 1151(3) of the Companies Act 2006); a number of repair services agreements; a variation to the inter-company loan agreement between the Company as lender and DLIG as borrower; and the payment of a dividend in respect of the financial year ended 31 December 2024, each in the light of the Directors’ duties under Section 172(1).

The Directors and management operate the business in a responsible manner with the aim of ensuring that the Company maintains a reputation for high standards of business conduct and good governance. The Group's Code of Business Conduct provides guidance to the Group’s employees and contractors on the high standards of professional and ethical conduct expected of them and aims to preserve the Group’s and the Company’s reputation for high standards of conduct. Information on the Group’s Ethical Code for Suppliers can be found in the DLIG’s annual report for the year ended 31 December 2024 on page 55. The Company’s transparency statement on modern slavery can be found on the Group’s corporate website.