S172(1) statement

Ryder Limited - Section 172(1) Statement 2021

Our Stakeholders

The Directors are aware of and understand their duties under Section 172 of the Companies Act 2006 and that engaging with our diverse stakeholder base is key to successfully managing the Company.

Below we share the groups identified as our key stakeholders and how we engage with each.

Our People

Our people are our customers’ secret weapon, consisting of highly skilled, experienced and dedicated people across the UK. They include the industry’s brightest engineers, safest drivers and the most experienced maintenance technicians, who are all part of the passionate team at Ryder who are dedicated to solving the toughest transportation challenges.

Every Ryder employee is expected to adhere to the Ryder Principles of Business Conduct. As part of the publicly traded Ryder System Inc. Group, our Principles of Business Conduct are especially important at Ryder because our entire business model is built on trust. We operate behind the scenes, as trusted partners, managing critical functions for many of the largest and most well respected companies in the world. As a subsidiary of a publicly traded company with thousands of shareholders, including our own employees, we’re counted on to operate ethically and protect their investments. And, because we facilitate commerce through globally connected supply chains, we have a special industry leadership role in the areas of safety and security. In each of our roles we must continually earn trust. That’s why it’s essential that we hold ourselves to consistently high standards in all that we do.

Our Principles form the playbook that keeps us on the right track so we can maintain the trust we’ve worked so hard to earn. To make it easy to apply the guidelines in our daily work, we’ve organised the Principles according to Ryder’s four Leadership Competencies: Character, Judgement, Relationships, and Results. When we demonstrate the behaviours that live up to our competencies, and follow the Principles outlined in this document, we’re contributing to Ryder’s reputation as a trusted, ethical, and responsible enterprise. Maintaining this reputation has many benefits. But most of all, it makes us proud to say we work at Ryder. A full copy of these Principles can be found on our website at: europe.ryder.com/about-us/principles-of-business-conduct

Engagement with our people includes:

• Comprehensive technical training programs
• Annual sales and management conferences (subject to recent restrictions)
• Management development programme
• Regular management briefings cascaded to all employees, where feedback is strongly encouraged

During 2021, regular communication with all employees was paramount during the ongoing changes imposed by the international reaction to the Covid-19 pandemic. The aforementioned management briefings continued to be a platform for the Directors to communicate and coordinate ongoing changes to adopted strategies for keeping employees, customers and suppliers safe, and minimising personal interactions. All staff that could work from home, continued to do so in 2021. From mid-2021, the Company consolidated retained in-house administration functions at the Company’s headquarters in Birmingham and permanently outsourced certain administration functions, including finance transactional work which resulted in the closure of the Company’s accounting centre near Manchester.

Following the decision by the ultimate parent to wind down the UK business, a period of employee consultation took place between February and April 2022, during which all employees were notified that they were at risk of redundancy. Subsequent deals to sell significant parts of the UK business have enabled approximately half of the workforce to be transferred to other business under TUPE regulations. See note 27 of the 2021 Ryder Limited Financial Statements for additional information.

Customers and Business Partners

The majority of Ryder’s customer contracts are long term full service leases, therefore it has always been of special importance that the Company make the correct up-front investment decisions when assessing customer contracts in terms of our ability to deliver the required services and their effects on the long-term profitability of the Company.

Our objective at Ryder has been to attract and retain a quality customer and partner base from which we grow long-term relationships for the benefit of all parties. Continual investment into our technology, services and capabilities to enhance these relationships has been designed to ensure long-term value is created.

We want to ensure that, for our customers, running their business is their first and only priority. To do so, there is a need to free up time that is lost to the complexities of running a fleet. When it comes to choosing a fleet partner, we want to be sure that our customers are not just sourcing vehicles, but ultimately adding value to their businesses. We know that our customers have a choice. That’s why we provide a flexible but comprehensive solution that is unique to each individual customer, delivering the best value, optimal uptime and compliance.

Engagement with our customers and business partners includes:

• customer satisfaction surveys
• Industry exhibition and category event sponsorship
• corporate roadshows
• customer anniversary loyalty recognition
• digital newsletter communications
• joint case study PR and photography
• social media engagement

Throughout the pandemic, management has used information gathered from key customers to establish the required levels of staffing to maintain the high quality of service for which the Company is known. Virtually all in-house technicians and other front-line personnel who had been furloughed during 2020 returned to work full-time in 2021, with limited use of the CJRS flexible furlough scheme in certain key areas where demand for labour continued to be more variable.

Strategic Suppliers

The quality of the products and services we deliver to our customers and business partners is heavily influenced by the careful management of our supplier relationships. In order to meet the customer focussed objectives referred to above, it has been necessary that we forge strong long-term partnerships within our own supply-chain in order to create a competitive advantage for Ryder through the purchase of products and services in a fair, transparent and equitable manner.

All significant suppliers to Ryder are required to sign up to the Global Ryder Supplier Code of Conduct which details the behaviour expected and covers legislative and ethical considerations and whistle-blower policies. Additionally for certain key supply groups:

• OEM capital equipment suppliers signup to the Ryder Dealer Code of Practice which covers specific service requirements
• Vehicle bodybuilders sign up to the Ryder Bodybuilder Conditions of Purchase which layout the particular requirements for suppliers of bodywork and related equipment
• FleetCare dealers sign up to the Ryder Repair & Maintenance SLA which details work practices, KPIs and commercial rates

Ryder’s procurement team maintains sourcing objectives to support the business strategy through innovative sourcing solutions leveraging the buying power of the Ryder group of companies which takes account of factors such as volume, both national and global, and particular strategic sourcing projects. The strategy encompasses some or all of the following steps:

• define the business need – consult with internal stakeholders as relevant to the requirements
• define the sourcing strategy – gathering data, identifying opportunities and looking at routes to market
• undertake tender activity – develop the tender, distribute and evaluate and award business
• ongoing supplier relationship/contract management – with new and existing suppliers; KPIs and regular reviews

Existing strategic partnerships with key suppliers aim to harness innovation to further drive down costs and increase quality. Regular reviews at all levels with these suppliers ensure focus is kept on costs and service. Throughout the period of the Covid-19 pandemic, Ryder has maintained close contact with key suppliers to ensure continuity of its high quality services, supporting alternative solutions where the pandemic has caused unexpected challenges to service availability and supply chains.

The Community and the Environment

The safety of the general public on the roads, is of paramount importance to the Company. Ryder’s vehicle maintenance standards are maintained at consistently high levels thereby minimising the risk of incident. This also enables vehicles to be run at maximum possible efficiency in an effort to minimise the related emissions. Ryder has consistently striven to look to reduce the environmental effects of its customer leased vehicles, including the availability of roof-mounted solar powered mats being installed on trailers.

Ryder encourages the charitable activities of its employees throughout the organisation, and maintains a matching contribution policy, doubling charitable donations generated by their efforts.

Shareholder and Debt Funders

While the Company operates in a geographically and economically separate environment to its ultimate parent, Ryder System Inc., our role as a wholly owned subsidiary is to deliver on the strategic goals of the US parent group.

Ryder Limited is a wholly owned subsidiary of Ryder System Inc. group, the Directors are seen to act fairly between members of the company, as there is only one shareholder.

All funding, be it equity investment by Ryder System Inc. group, or debt funding, from within the parent group, or direct from banks, is coordinated by the Treasury Department of Ryder System Inc., within which one of the Directors is primarily employed as Group Director, Treasury. This has provided Ryder Limited with access to the most efficient funding available to the largest commercial vehicle leasing business across North America.

Engagement with our shareholder and debt funders takes the form of:

• Regular face-to-face, or virtual, meetings with all branches of management of the ultimate parent company
• Close coordination supporting the full year, and quarterly reporting requirements of the US parent company, listed on the New York Stock Exchange.
• Formal debt funding agreements negotiated and coordinated by the Ryder System Inc. Treasury Department
• Alongside local UK management, several of the Directors of Ryder Limited are US based with primary roles as senior members of key departments of the ultimate parent including Treasury, Investor Relations and Legal, allowing the Board to coordinate as a whole and to be informed and engage with the relevant stakeholders.