Compliance

Section 172 Statements

The Companies (Miscellaneous Reporting) Regulations 2018 require Evergreen Garden Care Limited and a number of its subsidiaries to publish a statement explaining how the Directors have given due regard for the matters set out in section 172(1) (a) to (f) of the Companies Act 2006 while performing their duty to promote the success of the Company for the benefit of its members as a whole ("s.172 statement"). Below are the s.172 statements for Evergreen Garden Care Limited and its subsidiaries which are captured by these Regulations.

Evergreen Garden Care Limited

SECTION 172(1) STATEMENT

A director of a company must act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

  1. The likely consequences of any decisions in the long-term;
  2. The interests of the company’s employees;
  3. The need to foster the company’s business relationships with suppliers, customers and others;
  4. The impact of the company’s operations on the community and environment;
  5. The desirability of the company maintaining a reputation for high standards of business conduct; and
  6. The need to act fairly as between members of the company.

Our purpose and approach to decision-making

Our purpose is to grow the Evergreen business to be market leader in the manufacture and sale of horticultural products for home and garden use in Europe and Australasia. To achieve this we need to build strong relationships with all of our stakeholders, including customers, consumers, employees and suppliers. Further, our purpose is to ensure that sustainability and natural products are key to our business.

The Board meets each month to discuss the performance of the business and is provided with a monthly Board pack which includes not only details on the performance of the Group but also provides information about employees and other stakeholders and key strategic initiatives. The key decisions of the Group are also discussed at these monthly meetings. The Board ensures that decisions are taken in the long-term interests of the business, including decisions around investments, hiring of key employees and focus on environmental matters.

The key decisions made by the Board during 2023 included the approval of the 2023 strategic plan and budget, approval of mergers and acquisitions and approval of refinancing of the Group’s credit facilities. The Board carefully monitored cost prices increases and cost inflation and supply disruption and the Group’s actions to combat these. In addition, the Board monitored and directed work on working capital, particularly inventory, and management of liquidity, including the refinancing of the senior debt and revolving credit facility (RCF).

Engagement with stakeholders

The Board acknowledges that the long-term success of the Group is dependent on how it engages with a range of important stakeholders. Key stakeholders are considered in our decision-making in order to ensure that the Directors’ duty is discharged under s172 of the Companies Act.

Employees

The Group aims to attract and retain the best human resources through its recruitment and training opportunities so that its people operate at an optimum level and contribute to achieving the goals of the business.

The Group is committed to equal opportunities for all, free from discrimination and harassment. The Group values the contribution of all employees. All job applicants and employees, customers, visitors or contractors will receive equal treatment regardless of sex, race, disability, sexual orientation, religion or belief, age, colour, marital status, trade union membership, nationality or ethnic origins. Within the Group, applicants and employees will be recruited, selected, trained and promoted on objective grounds, i.e., on the basis of their abilities to contribute most effectively to the success of the Group. Wherever possible, the Group will assist disabled employees to enable them to work for the Group and maximise their contribution and performance.

The Board recognises that the ability to retain talented and committed employees is essential to the long-term success of the Group. The Board is determined to make Evergreen a great place to work for all our people. We have invested in a dedicated Human Resources team to facilitate this and a comprehensive set of employee policies is in place. The Group has works councils and other employee forums in place in many of its businesses. Senior managers hold quarterly "Town Hall" meetings with employees to update on progress in the Group and to take questions. In addition, other communication tools, such as CEO video updates and quarterly newsletters, are used to communicate on important topics. The Group uses surveys to better understand employee views and has structured performance review and career development processes in place.

The Board receives regular updates on employee matters, engagement, and performance against key measures, including employee safety.

Customers

We have frequent direct contact with all of our key customers through our account management team and through direct engagement with senior management, including regular visits to customer stores to better understand their requirements. Each region has opportunities to present regularly to customers on our brands and product offering and receive feedback on our performance and potential areas of improvement. Customer teams are regularly invited to our field stations to understand the research and science behind our products and to our manufacturing sites. Progress with customers is measured using a variety of tools including direct feedback from customers and financial measures. The Board holds discussions with senior management of each region, both in Board meetings and other forums, to discuss progress with customers. Senior management and account management regularly attend customer conferences and other supplier meetings organised by our customers to better understand customer strategies and needs.

Suppliers

We have a dedicated procurement team with many years’ experience and which have a world-wide network of suppliers of raw and packaging materials and finished goods. A key part of their role is to maintain regular contact with suppliers to monitor performance, identify and solve issues and identify opportunities. This is done through regular meetings and communications, including supplier conferences where the business can set out its strategy and what it needs from suppliers. Formal contracts support supplier relationships. The Group encourages working in long term partnership with suppliers and many suppliers have worked with the Group over many years. In addition, the Group works closely with credit insurers to ensure supplier can obtain the credit cover they require. Board members meet directly with key suppliers to discuss progress and ways to improve working relationships. They also meet with the procurement team on a regular basis to review progress.

The Group is committed to having professional and ethical relationships with its suppliers. The Group clearly articulates its stance on anti-corruption, anti-bribery, and modern slavery with all suppliers ensuring the highest standards of ethics and transparency are maintained. Suppliers are assessed before we buy from them to ensure they provide us with the quality we demand and that they have the requisite technical capabilities and meet our requirements around good corporate governance.

Shareholders

Details of our ultimate controlling party is given in note 29 of the financial statements. Our majority investor, Exponent Private Equity LLP, has a well-established process for appraising all co-investors on a monthly, quarterly and annual basis. The Board contains representatives from the Group’s majority shareholder and two Non-Executive Directors appointed by the Group’s shareholders. Following the refinancing, the provider of the senior debt, European Investments Holding Company 2 S.à r.l. (Elliott Investment Management), receives monthly management information and have the right to attend board meetings. Prior to the refinancing, one co-investor, Blackstone Alternative Credit Advisors LP (formerly named GSO Capital Partners LP), provided debt finance, received monthly management information and attended regular meetings with senior management.

Lenders

The Group has a senior debt and revolving credit facility with external lenders and is subject to ongoing loan compliance obligations on a monthly, quarterly and annual basis. The Group CEO and CFO meet regularly with the external lenders to update them on progress in the business and to answer their questions.

Community and Environment

The Group recognises the importance of ensuring we operate safely and effectively within the local communities. This includes supporting local charities in the main countries where we operate.

The Group has a significant focus on sustainability and environmental matters, including a team focused on this. Key areas of sustainability focus include energy use, plastic recycling and use of natural raw ingredients in our products. The Group is certified carbon neutral and achieved Circular Economy certification in 2022.

The Group recognises the importance of its environmental responsibilities. The Group monitors its impact on the environment and designs and implements policies which minimise any damage which might be caused by the Group’s activities.

Maintaining a reputation for high standards of business conduct

The Board sought to ensure that all standards and ways of working internally adhered to ethical standards through specific review of relevant topics, ensuring appropriate policies are in place (including anti-bribery and modern slavery) and through appropriate reporting.

Garden Care Holdco Limited

SECTION 172(1) STATEMENT

A director of a company must act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

  1. The likely consequences of any decisions in the long-term;
  2. The interests of the company’s employees;
  3. The need to foster the company’s business relationships with suppliers, customers and others;
  4. The impact of the company’s operations on the community and environment;
  5. The desirability of the company maintaining a reputation for high standards of business conduct; and
  6. The need to act fairly as between members of the company.

Our purpose and approach to decision-making

Our purpose is to grow the Evergreen business to be market leader in the manufacture and sale of horticultural products for home and garden use in Europe and Australasia. To achieve this we need to build strong relationships with all of our stakeholders, including customers, consumers, employees and suppliers. Further, our purpose is to ensure that sustainability and natural products are key to our business.

The Board meets each month to discuss the performance of the business and is provided with a monthly Board pack which includes not only details on the performance of the Group but also provides information about employees and other stakeholders and key strategic initiatives. The key decisions of the Group are also discussed at these monthly meetings. The Board ensures that decisions are taken in the long-term interests of the business, including decisions around investments, hiring of key employees and focus on environmental matters.

The key decisions made by the Board during 2023 included the approval of the 2023 strategic plan and budget, approval of mergers and acquisitions and approval of refinancing of the Group’s credit facilities. The Board carefully monitored cost prices increases and cost inflation and supply disruption and the Group’s actions to combat these. In addition, the Board monitored and directed work on working capital, particularly inventory, and management of liquidity, including the refinancing of the senior debt and revolving credit facility (RCF).

Engagement with stakeholders

The Board acknowledges that the long-term success of the Group is dependent on how it engages with a range of important stakeholders. Key stakeholders are considered in our decision-making in order to ensure that the Directors’ duty is discharged under s172 of the Companies Act.

Employees

The Group aims to attract and retain the best human resources through its recruitment and training opportunities so that its people operate at an optimum level and contribute to achieving the goals of the business.

The Group is committed to equal opportunities for all, free from discrimination and harassment. The Group values the contribution of all employees. All job applicants and employees, customers, visitors or contractors will receive equal treatment regardless of sex, race, disability, sexual orientation, religion or belief, age, colour, marital status, trade union membership, nationality or ethnic origins. Within the Group, applicants and employees will be recruited, selected, trained and promoted on objective grounds, i.e., on the basis of their abilities to contribute most effectively to the success of the Group. Wherever possible, the Group will assist disabled employees to enable them to work for the Group and maximise their contribution and performance.

The Board recognises that the ability to retain talented and committed employees is essential to the long-term success of the Group. The Board is determined to make Evergreen a great place to work for all our people. We have invested in a dedicated Human Resources team to facilitate this and a comprehensive set of employee policies is in place. The Group has works councils and other employee forums in place in many of its businesses. Senior managers hold quarterly "Town Hall" meetings with employees to update on progress in the Group and to take questions. In addition, other communication tools, such as CEO video updates and quarterly newsletters, are used to communicate on important topics. The Group uses surveys to better understand employee views and has structured performance review and career development processes in place.

The Board receives regular updates on employee matters, engagement, and performance against key measures, including employee safety.

Customers

We have frequent direct contact with all of our key customers through our account management team and through direct engagement with senior management, including regular visits to customer stores to better understand their requirements. Each region has opportunities to present regularly to customers on our brands and product offering and receive feedback on our performance and potential areas of improvement. Customer teams are regularly invited to our field stations to understand the research and science behind our products and to our manufacturing sites. Progress with customers is measured using a variety of tools including direct feedback from customers and financial measures. The Board holds discussions with senior management of each region, both in Board meetings and other forums, to discuss progress with customers. Senior management and account management regularly attend customer conferences and other supplier meetings organised by our customers to better understand customer strategies and needs.

Suppliers

We have a dedicated procurement team with many years' experience and which have a world-wide network of suppliers of raw and packaging materials and finished goods. A key part of their role is to maintain regular contact with suppliers to monitor performance, identify and solve issues and identify opportunities. This is done through regular meetings and communications, including supplier conferences where the business can set out its strategy and what it needs from suppliers. Formal contracts support supplier relationships. The Group encourages working in long term partnership with suppliers and many suppliers have worked with the Group over many years. In addition, the Group works closely with credit insurers to ensure supplier can obtain the credit cover they require. Board members meet directly with key suppliers to discuss progress and ways to improve working relationships. They also meet with the procurement team on a regular basis to review progress.

The Group is committed to having professional and ethical relationships with its suppliers. The Group clearly articulates its stance on anti-corruption, anti-bribery, and modern slavery with all suppliers ensuring the highest standards of ethics and transparency are maintained. Suppliers are assessed before we buy from them to ensure they provide us with the quality we demand and that they have the requisite technical capabilities and meet our requirements around good corporate governance.

Shareholders

Details of our ultimate controlling party is given in note 30 of the financial statements. Our majority investor, Exponent Private Equity LLP, has a well-established process for appraising all co-investors on a monthly, quarterly and annual basis. The Board contains representatives from the Group’s majority shareholder and two Non-Executive Directors appointed by the Group’s shareholders. Following the refinancing, the provider of the senior debt, European Investments Holding Company 2 S.à r.l. (Elliott Investment Management), receives monthly management information and have the right to attend board meetings. Prior to the refinancing, one co-investor, Blackstone Alternative Credit Advisors LP (formerly named GSO Capital Partners LP), provided debt finance, received monthly management information and attended regular meetings with senior management.

Lenders

The Group has a senior debt and revolving credit facility with external lenders and is subject to ongoing loan compliance obligations on a monthly, quarterly and annual basis. The Group CEO and CFO meet regularly with the external lenders to update them on progress in the business and to answer their questions.

Community and Environment

The Group recognises the importance of ensuring we operate safely and effectively within the local communities. This includes supporting local charities in the main countries where we operate.

The Group has a significant focus on sustainability and environmental matters, including a team focused on this. Key areas of sustainability focus include energy use, plastic recycling and use of natural raw ingredients in our products. The Group is certified carbon neutral and achieved Circular Economy certification in 2022.

The Group recognises the importance of its environmental responsibilities. The Group monitors its impact on the environment and designs and implements policies which minimise any damage which might be caused by the Group’s activities.

Maintaining a reputation for high standards of business conduct

The Board sought to ensure that all standards and ways of working internally adhered to ethical standards through specific review of relevant topics, ensuring appropriate policies are in place (including anti-bribery and modern slavery) and through appropriate reporting.

Garden Care Loanco Limited

SECTION 172(1) STATEMENT

A director of a company must act in the way he or she considers, 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 have regard (amongst other matters) to:

  1. The likely consequences of any decisions in the long-term;
  2. The interests of the company’s employees;
  3. The need to foster the company’s business relationships with suppliers, customers and others;
  4. The impact of the company’s operations on the community and environment;
  5. The desirability of the company maintaining a reputation for high standards of business conduct; and
  6. The need to act fairly as between members of the company.

Our purpose and approach to decision-making

Our purpose is to grow the Evergreen business to be market leader in the manufacture and sale of horticultural products for home and garden use in Europe and Australasia. To achieve this we need to build strong relationships with all of our stakeholders, including customers, consumers, employees and suppliers. Further, our purpose is to ensure that sustainability and natural products are key to our business. As the Company is a holding company it has a limited number of stakeholders to consider.

The strategy of the Company is to maintain value of its investments, providing additional financing as and when required, in order to achieve the wider Group strategy. The Board meets each month to discuss the performance of the business and is provided with a monthly Board pack which includes not only details on the performance of the Group but also provides information about employees and other stakeholders and key strategic initiatives. The key decisions of the Group are also discussed at these monthly meetings. The Board ensures that decisions are taken in the long term interests of the business including decisions around investments, hiring of key employees and focus on environmental matters.

The key decisions made by the Board during 2023 included the approval of the 2023 strategic plan and budget, approval of mergers and acquisitions and approval of refinancing of the Group’s credit facilities. The Board carefully monitored cost prices increases and cost inflation and supply disruption and the Group’s actions to combat these. In addition, the Board monitored and directed work on working capital, particularly inventory, and management of liquidity, including the refinancing of the senior debt and revolving credit facility (RCF).

Engagement with stakeholders

The Board acknowledges that the long-term success of the Group is dependent on how it engages with a range of important stakeholders. Key stakeholders are considered in our decision-making in order to ensure that the Directors’ duty is discharged under s172 of the Companies Act.

Garden Care Midco Limited

SECTION 172(1) STATEMENT

A director of a company must act in the way he or she considers, 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 have regard (amongst other matters) to:

  1. The likely consequences of any decisions in the long-term;
  2. The interests of the company's employees;
  3. The need to foster the company's business relationships with suppliers, customers and others;
  4. The impact of the company's operations on the community and environment;
  5. The desirability of the company maintaining a reputation for high standards of business conduct; and
  6. The need to act fairly as between members of the company.

Our purpose and approach to decision-making

Our purpose is to grow the Evergreen business to be market leader in the manufacture and sale of horticultural products for home and garden use in Europe and Australasia. To achieve this we need to build strong relationships with all of our stakeholders, including customers, consumers, employees and suppliers. Further, our purpose is to ensure that sustainability and natural products are key to our business. As the Company is a holding company it has a limited number of stakeholders to consider.

The strategy of the Company is to maintain the value of its investments, providing additional financing as and when required in order to achieve the wider Group strategy. The Board meets each month to discuss the performance of the business and is provided with a monthly Board pack which includes not only details on the performance of the Group but also provides information about employees and other stakeholders and key strategic initiatives. The key decisions of the Group are also discussed at these monthly meetings. The Board ensures that decisions are taken in the long-term interests of the business including decisions around investments, hiring of key employees and focus on environmental matters.

The key decisions made by the Board during 2023 included the approval of the 2023 strategic plan and budget, approval of mergers and acquisitions and approval of refinancing of the Group’s credit facilities. The Board carefully monitored cost prices increases and cost inflation and supply disruption and the Group’s actions to combat these. In addition, the Board monitored and directed work on working capital, particularly inventory, and management of liquidity, including the refinancing of the senior debt and revolving credit facility (RCF).

Engagement with stakeholders

The Board acknowledges that the long-term success of the Group is dependent on how it engages with a range of important stakeholders. Key stakeholders are considered in our decision-making in order to ensure that the Directors' duty is discharged under s172 of the Companies Act.

Garden Care UK Limited

SECTION 172(1) STATEMENT

A director of a company must act in the way he or she considers, 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 have regard (amongst other matters) to:

  1. The likely consequences of any decisions in the long-term;
  2. The interests of the company's employees;
  3. The need to foster the company's business relationships with suppliers, customers and others;
  4. The impact of the company's operations on the community and environment;
  5. The desirability of the company maintaining a reputation for high standards of business conduct; and
  6. The need to act fairly as between members of the company.

Our purpose and approach to decision-making

Our purpose is to grow the Evergreen business to be market leader in the manufacture and sale of horticultural products for home and garden in the UK. To achieve this the senior management team will continue ongoing marketing investment and innovation behind the power brands along with further development of customer relationships.

The senior management team meets with the Board on a monthly basis to discuss the performance of the business and to present a monthly board pack which includes details on business performance along with key strategic initiatives. The senior management team and the Board ensures that decisions are taken in the long term interests of the business including decisions around hiring of key employees and focus on environmental matters.

Employees

The senior management team is committed to equal opportunities for all, free from discrimination and harassment. The business values the contribution of all employees. All job applicants and employees, customers, visitors or contractors will receive equal treatment regardless of sex, race, disability, sexual orientation, religion or belief, age, colour, marital status, trade union membership, nationality or ethnic origins. Within the company, applicants and employees will be recruited, selected, trained and promoted on objective grounds, i.e. on the basis of their abilities to contribute most effectively to the success of the business. Wherever possible, the company will assist disabled employees to enable them to work for the business and maximise their contribution and performance.

The senior management team recognises that the ability to retain talented & committed employees is essential to the long-term success of the company. The senior management team is determined to make Evergreen a great place to work for all our people. We have invested in a dedicated Human Resources team to facilitate this, and a comprehensive set of employee policies is in place. The company has an employee forum in place in all of its sites. Senior managers hold quarterly "Town Hall" meetings with employees to update on progress in the business and to take questions. In addition, other communication tools, such as CEO video updates and quarterly newsletters are used to communicate on important topics. The company uses surveys to better understand employee views and has structured performance review and career development processes in place.

The senior management team receives regular updates on employee matters, engagement, and performance against key measures, including employee safety.

The senior management team continuously reviews the impact of inflation and any significant decline in economic activity and will communicate resulting actions to employees accordingly.

Customers

We have frequent direct contact with all of our key customers through our account management team and through regular visits to customer stores to better understand their requirements. The business has opportunities to present regularly to customers on our brands and product offering and receive feedback on our performance and potential areas of improvement. Customer teams are regularly invited to our field stations to understand the research and science behind our products and to our manufacturing sites. Progress with customers is measured using a variety of tools including direct feedback from customers and financial measures. The senior management team holds discussions with the account management team to discuss progress with customers. Senior management and account managers also regularly attend customer conferences and other supplier meetings organised by our customers to better understand customer strategies and needs.

Suppliers

We have a dedicated procurement team with many years' experience who have a world-wide network of suppliers of raw and packaging materials and finished goods. A key part of their role is to maintain regular contact with suppliers to monitor performance, identify and solve issues and identify opportunities. This is done through regular meetings and communications including a regular supplier conference where the business can set out its strategy and what it needs from suppliers. Formal contracts support supplier relationships. The company encourages working in long term partnership with suppliers and many suppliers have worked with the business over many years. In addition, the senior management team works closely with credit insurers to ensure suppliers can obtain the credit cover they require. Senior management meet directly with key suppliers to discuss progress and ways to improve working relationships and meet with the procurement team on a regular basis to review progress.

The business is committed to having professional and ethical relationships with its suppliers. The company clearly articulates its stance on anti-corruption, anti-bribery, and modern slavery with all suppliers ensuring the highest standards of ethics and transparency are maintained. Suppliers are assessed before we buy from them to ensure they provide us with the quality we demand and that they have the requisite technical capabilities and meet our requirements around good corporate governance.

Shareholders

Details of our ultimate controlling party is given in Note 21 of the financial statements. Our majority investor, Exponent Private Equity LLP, has a well-established process for appraising all co-investors on a monthly, quarterly and annual basis. The Board contains representatives from the Group's majority shareholder and a Non-Executive Director appointed by the Group's shareholders. One co-investor, GSO, also provides debt finance and receives monthly management information and attends regular meetings with senior management.

Lenders

The company has an invoice discounting facility with external lenders and is subject to ongoing compliance obligations on a monthly basis. The Group CEO and CFO meet regularly with the external lenders to update them on progress in the business and answer their questions.

Community and Environment

The company recognises the importance of ensuring we operate safely and effectively within the local communities. This includes supporting local charities in the areas close to our sites.

The company has a significant focus on sustainability and environmental matters including a team focussed on this. Key areas of sustainability focus include energy use, plastic recycling and use of natural raw ingredients in our products. The wider Group became carbon neutral during 2020 and has achieved Circular Economy certification.

Maintaining a reputation for high standards of business conduct and need to act fairly

The company operated for the year under the Code of Conduct. The Board sought to ensure that all standards and ways of working internally adhered to ethical standards and that there was alignment with the Group’s Code of Conduct though Company values and behaviours.

The Board includes representatives from the majority shareholder and regular management information is given, meetings held to both investors and lenders.

Garden Care Bidco Limited

SECTION 172(1) STATEMENT

A director of a company must act in the way he or she considers, 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 have regard (amongst other matters) to:

  1. The likely consequences of any decisions in the long-term;
  2. The interests of the Company's employees;
  3. The need to foster the Company's business relationships with suppliers, customers and others;
  4. The impact of the Company's operations on the community and environment;
  5. The desirability of the Company maintaining a reputation for high standards of business conduct; and
  6. The need to act fairly as between members of the Company.

Our purpose and approach to decision-making

Our purpose is to grow the Evergreen business to be market leader in the manufacture and sale of horticultural products for home and garden use in Europe and Australasia. To achieve this we need to build strong relationships with all of our stakeholders, including customers, consumers, employees and suppliers. Further, our purpose is to ensure that sustainability and natural products are key to our business.

The strategy of the Company is to maintain the value of its investments, providing additional financing as and when required and providing other Group services in order to achieve the wider Group strategy. The Board meets each month to discuss the performance of the business and is provided with a monthly Board pack which includes not only details on the performance of the Group but also provides information about employees and other stakeholders and key strategic initiatives. The key decisions of the Group are also discussed at these monthly meetings. The Board ensures that decisions are taken in the long-term interests of the business including decisions around investments, hiring of key employees and focus on environmental matters.

The key decisions made by the Board during 2023 included the approval of the 2023 strategic plan and budget, approval of mergers and acquisitions and approval of refinancing of the Group’s credit facilities. The Board carefully monitored cost price increases, cost inflation, supply disruption and the Group's actions to combat these. In addition, the Board monitored and directed work on working capital and management of liquidity, including the refinancing of the senior debt and revolving credit facility (RCF).

Engagement with stakeholders

The Board acknowledges that the long-term success of the Company is dependent on how it engages with a range of important stakeholders. Key stakeholders are considered in our decision-making in order to ensure that the Directors' duty is discharged under s172 of the Companies Act.

Employees

The Company aims to attract and retain the best human resources through its recruitment and training opportunities so that its people operate at an optimum level and contribute to achieving the goals of the business.

The Company is committed to equal opportunities for all, free from discrimination and harassment. The Company values the contribution of all employees. All job applicants and employees, customers, visitors or contractors will receive equal treatment regardless of sex, race, disability, sexual orientation, religion or belief, age, colour, marital status, trade union membership, nationality or ethnic origins. Within the Company, applicants and employees will be recruited, selected, trained and promoted on objective grounds, i.e., on the basis of their abilities to contribute most effectively to the success of the Company. Wherever possible, the Company will assist disabled employees to enable them to work for the Company and maximise their contribution and performance.

The Board recognises that the ability to retain talented and committed employees is essential to the long-term success of the Company. The Board is determined to make Evergreen a great place to work for all our people. There is a dedicated Human Resources team to facilitate this, and a comprehensive set of employee policies is in place. Senior managers hold quarterly "Town Hall" meetings with employees to update on progress in the Company and the wider Group and to take questions. In addition, other communication tools, such as CEO video updates and quarterly newsletters, are used to communicate on important topics. The Company uses surveys to better understand employee views and has structured performance review and career development processes in place.

The Board receives regular updates on employee matters, engagement, and performance against key measures, including employee safety.

Suppliers

The Company has a dedicated procurement team with many years' experience. A key part of their role is to maintain regular contact with suppliers to monitor performance, identify and solve issues and identify opportunities.

This is done through regular meetings and communications, including supplier conferences where the business can set out its strategy and what it needs from suppliers. Formal contracts support supplier relationships. The Company encourages working in long term partnership with suppliers and many suppliers have worked with the Company over many years. In addition, the Company works closely with credit insurers to ensure suppliers can obtain the credit cover they require. Board members meet directly with key suppliers to discuss progress and ways to improve working relationships. They also meet with the procurement team on a regular basis to review progress.

The Company is committed to having professional and ethical relationships with its suppliers. The stance on anti-corruption, anti-bribery, and modern slavery is clearly articulated to all suppliers ensuring the highest standards of ethics and transparency are maintained. Suppliers are assessed before we buy from them to ensure they provide us with the quality we demand and that they have the requisite technical capabilities and meet our requirements around good corporate governance.

Shareholders

Details of our ultimate controlling party are given in note 22 of the Financial Statements. Our majority investor, Exponent Private Equity LLP, has a well-established process for appraising all co-investors on a monthly, quarterly and annual basis. Following the refinancing, the provider of the senior debt, European Investments Holding Company 2 S.à r.l. (Elliott Investment Management), receives monthly management information and have the right to attend board meetings. Prior to the refinancing, one co-investor, Blackstone Alternative Credit Advisors LP (formerly named GSO Capital Partners LP), who also provided debt finance, received monthly management information and attended regular meetings with senior management.

Lenders

The Company has Senior Debt and a Revolving Credit Facility (RCF) with external lenders and is subject to ongoing loan compliance obligations on a monthly, quarterly and annual basis. The CEO and CFO meet regularly with the external lenders to update them on progress in the business and to answer their questions.

Community and Environment

The Company recognises the importance of ensuring we operate safely and effectively within the local communities. This includes supporting local charities.

The Company recognises the importance of its environmental responsibilities. The Company monitors its impact on the environment and designs and implements policies which minimise any damage which might be caused by the Company’s activities.

Garden Care Finco Limited

SECTION 172(1) STATEMENT

A director of a company must act in the way he or she considers, 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 have regard (amongst other matters) to:

  1. The likely consequences of any decisions in the long-term;
  2. The interests of the company's employees;
  3. The need to foster the company's business relationships with suppliers, customers and others;
  4. The impact of the company's operations on the community and environment;
  5. The desirability of the company maintaining a reputation for high standards of business conduct; and
  6. The need to act fairly as between members of the company.

Our purpose and approach to decision-making

Our purpose is to grow the Evergreen business to be market leader in the manufacture and sale of horticultural products for home and garden use in Europe, and to ensure that sustainability and natural products are key to our business. To achieve this we need to build strong relationships with all of our stakeholders, including customers, consumers, employees and suppliers.

The strategy of the Company is to maintain the value of its investments, providing additional financing as and when required in order to achieve the wider Group strategy. The Board meets each month to discuss the performance of the business and is provided with a monthly Board pack which includes not only details on the performance of the Group but also provides information about employees and other stakeholders and key strategic initiatives. The key decisions of the Group are also discussed at these monthly meetings. The Board ensures that decisions are taken in the long-term interests of the business including decisions around investments, hiring of key employees and focus on environmental matters.

The key decisions made by the Board during 2023 included the approval of the 2023 strategic plan and budget, approval of mergers and acquisitions and approval of refinancing of the Group’s credit facilities. The board carefully monitored cost price increases, cost inflation, supply disruption and the Group's actions to combat these. In addition, the Board monitored and directed work on working capital, particularly inventory, and management of liquidity, including the refinancing of the senior debt and revolving credit facility (RCF).

Engagement with stakeholders

The Board acknowledges that the long-term success of the Group is dependent on how it engages with a range of important stakeholders. Key stakeholders are considered in our decision-making in order to ensure that the Directors' duty is discharged under s172 of the Companies Act, however as the Company is a holding company, it has a limited number of stakeholders to consider.

Garden Care Australia Finco Limited

SECTION 172(1) STATEMENT

A director of a company must act in the way he or she considers, 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 have regard (amongst other matters) to:

  1. The likely consequences of any decisions in the long-term;
  2. The interests of the company's employees;
  3. The need to foster the company's business relationships with suppliers, customers and others;
  4. The impact of the company's operations on the community and environment;
  5. The desirability of the company maintaining a reputation for high standards of business conduct; and
  6. The need to act fairly as between members of the company.

Our purpose and approach to decision-making

Our purpose is to grow the Evergreen business to be market leader in the manufacture and sale of horticultural products for home and garden use in Australasia. To achieve this we need to build strong relationships with all of our stakeholders, including customers, consumers, employees and suppliers. Further, our purpose is to ensure that sustainability and natural products are key to our business.

The strategy of the Company is to maintain the value of its investments, providing additional financing as and when required in order to achieve the wider Group strategy. The Board meets each month to discuss the performance of the business and is provided with a monthly Board pack which includes not only details on the performance of the Group but also provides information about employees and other stakeholders and key strategic initiatives. The key decisions of the Group are also discussed at these monthly meetings. The Board ensures that decisions are taken in the long term interests of the business including decisions around investments, hiring of key employees and focus on environmental matters.

The key decisions made by the Board during 2023 included the approval of the 2023 strategic plan and budget, approval of mergers and acquisitions and approval of refinancing of the Group’s credit facilities. The board carefully monitored cost price increases, cost inflation, supply disruption and the Group's actions to combat these. In addition, the Board monitored and directed work on working capital, particularly inventory, and management of liquidity, including the refinancing of the senior debt and revolving credit facility (RCF).

Engagement with stakeholders

The Board acknowledges that the long-term success of the Group is dependent on how it engages with a range of important stakeholders. Key stakeholders are considered in our decision-making in order to ensure that the Directors' duty is discharged under s172 of the Companies Act. As the Company is a holding company it has a limited number of stakeholders to consider.

Garden Care Australia Finco Limited

SECTION 172(1) STATEMENT

A director of a company must act in the way he or she considers, 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 have regard (amongst other matters) to:

  1. The likely consequences of any decisions in the long-term;
  2. The interests of the company's employees;
  3. The need to foster the company's business relationships with suppliers, customers and others;
  4. The impact of the company's operations on the community and environment;
  5. The desirability of the company maintaining a reputation for high standards of business conduct; and
  6. The need to act fairly as between members of the company.

Our purpose and approach to decision-making

Our purpose is to grow the Evergreen business to be market leader in the manufacture and sale of horticultural products for home and garden use in Europe, and to ensure that sustainability and natural products are key to our business. To achieve this we need to build strong relationships with all of our stakeholders, including customers, consumers, employees and suppliers.

The strategy of the Company is to maintain the value of its investments, providing additional financing as and when required in order to achieve the wider Group strategy. The Board meets each month to discuss the performance of the business and is provided with a monthly Board pack which includes not only details on the performance of the Group but also provides information about employees and other stakeholders and key strategic initiatives. The key decisions of the Group are also discussed at these monthly meetings. The Board ensures that decisions are taken in the long-term interests of the business including decisions around investments, hiring of key employees and focus on environmental matters.

The key decisions made by the Board during 2023 included the approval of the 2023 strategic plan and budget, approval of mergers and acquisitions and approval of refinancing of the Group’s credit facilities. The Board carefully monitored cost price increases, cost inflation, supply disruption and the Group's actions to combat these. In addition, the Board monitored and directed work on working capital, particularly inventory, and management of liquidity, including the refinancing of the senior debt and revolving credit facility (RCF).

Engagement with stakeholders

The Board acknowledges that the long-term success of the Group is dependent on how it engages with a range of important stakeholders. Key stakeholders are considered in our decision-making in order to ensure that the Directors' duty is discharged under s172 of the Companies Act, however as the Company is a holding company, it has a limited number of stakeholders to consider.