Sustainability governance
Leadership and accountability
Our Board of Directors proactively shapes the Group’s ESG strategy and activities. They provide oversight of climate-related issues and ensure that best practices, emerging trends, and key issues related to ESG strategy, governance, and risk management are considered and acted upon.
The CEO and CFO, along with the other members of the Executive Committee, are responsible for setting the strategic direction of the ESG approach and monitoring its execution, including climate-related strategic objectives. The CEO holds executive accountability, while the CFO, as the Chairman of the Sustainability Committee, has a delegated responsibility. The CFO acts as a bridge between the Sustainability Committee and the Executive Committee, which reports to the Board, ensuring the Board is well-informed about key environmental, social, and governance issues. Other key roles in managing ESG matters include the Group Head of ESG, the Head of Group Safety and Environment in the UK, and the Director of Development and Sustainability in Spain.
Board
Our Board of Directors proactively shapes the Group’s ESG strategy and activities. They provide oversight of climate-related issues and ensure that the best practices, emerging trends, and key issues related to ESG strategy, governance, and risk management are considered and acted upon.
Nominations Committee
Responsible for keeping under review the climate-related skills and experience of the Board and its committees; the recruitment of new Directors; ensuring orderly succession plans for both the Board and the Group Management Boards.
Audit Committee
Monitors the integrity of climate-related disclosures and data reporting through internal and external assurance and ensures compliance with external climate-related reporting requirements.
Remuneration Committee
Responsible for determining and approving the Remuneration Policy and recommending its approval to the Board. Responsible for incentivising performance against ESG and climate related objectives, monitoring performance against targets, and approving remuneration accordingly.
Executive Committee
Responsible for developing and implementing strategy, and monitoring strategic execution including that of climate-related strategic objectives.
Key Executive-lead committees
Sustainability Committee
Oversees our strategic development across sustainability issues, including developing a systematic and collaborative approach to climate action with our stakeholders.
Group Risk Committee
Assists the Board in overseeing the risk management framework, including identifying, assessing, and reporting climate-related risks.
Group Management Boards
Key transition-related activities, risks and opportunities are considered on Group Management Boards.
Sustainability committee
We formed our first Sustainability Committee, which is chaired by the CFO and supported by our Head of ESG, in FY2023. The Committee is made up of senior representatives from across the organisation. The Chair of the Committee acts as a direct link between the Committee and the Board in the delivery of the sustainability programme.
The Sustainability Committee’s terms of reference state that the committee will:
- Evaluate the material issues that impact our ability to create economic, environmental and social value
- Review the approaches adopted to systematically address material risks and opportunities, and propose alternative programmes of activity, to improve social and environmental performance
- Evaluate the degree of progress being made to achieve stated commitments, targets and positive sustainability outcomes.
The practices, and policies that direct our business activities and balance the interests of ZIGUP’s many stakeholders, including shareholders, employees, customers, suppliers, and the community.
We have implemented policies and controls throughout our operations and value chain to reduce risks to our employees, suppliers, communities, and customers and contribute to fair and positive societal outcomes.
Ethics, anti-corruption and compliance
Our Code of Business Conduct, applicable to all ZIGUP employees, sets our ethical standards and guidance on responsible behaviour. Compliance training is conducted and tracked through our e-learning platform.
The Group has a formal whistleblowing policy and procedures ensuring every colleague has a voice and a means to raise concerns with the Group. The Chair of the Audit Committee is responsible for managing complaints; in FY2025, no matters were identified as sufficiently material to be escalated for their attention.
Cybersecurity and data privacy
We are currently upgrading and centralising our IT platforms, which will also enhance the ability to manage data security and privacy vulnerabilities. All colleague must complete information security training, and we set rules and procedures in our contact centres to mitigate risks.
Our IT function works closely with the Business Change Teams across the Group to assess the proposed and developing projects and ensure best practice is adhered to. We take a proactive approach to cybersecurity, conducting vulnerability scanning, having rolling penetration testing scheduled across all the businesses in the Group for the external facing systems, and conducting penetration testing for any new external system developments before they go live. Our information security management system identifies the security, and policy statements and ensures the necessary audits are undertaken to evidence our compliance.
Supply chain management
With a significant number of suppliers and partners at local and Group level, our suppliers are an integral part of our business and value chain. We seek to treat all of our suppliers responsibly and ensure fair engagement practices and payment terms. We actively engage with suppliers to ensure compliance with our code of conduct, which includes provisions on human rights and environmental standards.
Our procurement capabilities and expertise are being enhanced at Group level, working closely with each of the businesses to standardise practices and policies; including the onboarding of new suppliers who must sign and comply with our ethical trading statement, covering modern slavery, bribery and corruption. Regular audits of the supplier network are undertaken in key areas of the business.
Public policy and industry participation
As a Group, we value participation in industry associations. We believe it important to contribute to discussions that drive innovation in our sector and encourage our employees to take an active role. The BVRLA is the UK trade body for companies in the industry, and our Fleet Director is its Chair of the Commercial Vehicle Committee. Other parts of the Group are active members of their local trade associations, such as the Irish Motoring Industry and the Spanish AER and FENEVAL.
Our active engagement in industry issues is further demonstrated by our support for the BVRLA on a number of policy matters. We have actively engaged with OZEV, DfT, and BEIS on areas that the BVRLA believes will help accelerate the adoption of EVs and other low-emission vehicle solutions.
Corporate Tax Strategy
The Board of Directors sets the Group’s overall tax strategy within the context of its overall risk appetite. The Audit Committee monitors the integrity of the Group’s financial reporting systems, internal controls and risk management framework. Within this remit, the Audit Committee ensures that the Group is not exposed to undue tax risk and that tax strategy and policy is adopted and monitored across the Group.
The Board is responsible for the Group’s overall approach to risk management and internal control, which includes ensuring the design and implementation of appropriate risk management and internal control systems. Climate transition issues are considered fundamental to our commercial success, and such risks and opportunities are assessed both against relevant financial planning horizons and aligned with our customer strategy and demand requirements.
The risk management section, found on pages 52 – 61 of our FY2025 annual report, provides further details on the potential risks and our mitigating actions.
Climate risk management
In FY2023, we first reported on how scenario analysis enhanced our understanding of physical and transition risks to our business over short, medium and long-term time horizons. In our FY2025 annual report, we provide a comprehensive overview of the potential impacts on the Group and its stakeholders under different climate scenarios. The potential climate outcomes considered this year when reviewing climate risks and opportunities range from an orderly transition scenario that limits global warming to 1.5°C to an adaptation scenario where emissions continue the current pathway, which leads to around 4°C warming.
The climate risk management section, found on pages 66 – 70 of our FY2025 annual report, provides further details on the potential risks and our mitigating actions in line with the Task Force on Climate-Related Financial Disclosures (TCFD).