UK Corporate Governance Statement for the period ended 3 February 2024

Section 172(1) statement

As part of a quoted US group, TJX UK and TJX Europe Limited are subject to policies as set out by the Ultimate Parent Company, The TJX Companies, Inc. The Board acts regularly to conduct its affairs and its practices take into account, among other things, the business priorities of The TJX Companies, Inc. Primary responsibility for key strategic decisions has generally been informally delegated by the Board to the European executive team and The TJX Companies, Inc. This includes significant changes specific to operations of TJX UK.

TJX UK’s policies and practices are integrated across the European group, in part because all companies within the TJX Europe Limited group share a common board. The financial reporting period has been impacted by various economic conditions, therefore while navigating through the economic environment, TJX UK’s key strategic decision has been to drive profitability and the long-term success of the business by prioritising operational flexibility and the value offered to customers. TJX UK continues to prioritise cultivating a workplace where employees feel welcome, valued, and engaged, to give back to its communities, and to be mindful of its impact on the environment.

The Board recognises its obligations to key stakeholders, including employees, customers, communities, vendors, and shareholders, to operate a responsible business whilst promoting the long-term success of TJX UK for the benefit of its members as a whole. Business dealings and interactions by TJX UK and its representatives are grounded in long-held core values of honesty, integrity and treating others with dignity and respect.

Details of how the Board has had regard to the matters set out in section 172(1) are given below:

  • To drive long-term growth and profitability, TJX UK continues to focus on the flexible off-price business model, including opportunistic buying, inventory management, logistics and flexible store layouts, which are designed to provide customers with a compelling value proposition of fashionable, quality, brand name and designer merchandise at excellent value every day. TJX UK’s buying and inventory management strategies provide flexibility to adjust merchandise assortments frequently and the design and operation of stores and distribution centres support this flexibility.

  • TJX UK strives to foster a positive and inclusive work environment where employees feel welcome, valued and engaged, and continues to develop formal and informal initiatives to foster this. This includes focusing on three key areas of well-being: physical, financial, and emotional well-being. These programmes are in place to meet the diverse needs of employees and help foster a strong and supportive workplace.

  • TJX UK continues to focus on four pillars of its corporate responsibility program:

    • Environmental sustainability: the global group has a cross-functional team which continued to pursue a range of initiatives that work towards reducing the environmental impacts of the global group’s operations (see here for more detail).
    • Workplace: TJX UK strives to attract talented individuals, develop talent, and champion its culture.

    • Our communities: TJX UK is committed to helping vulnerable children and young people achieve their full potential. There are several ways in which support is organised, including charitable donations and in-store fundraising (see here for more detail).

    • Responsible business: the global group is committed to operating responsibly and sourcing ethically.

  • Through the actions outlined above, TJX UK acted fairly between members of the company.

Statement of corporate governance arrangements

Details of how TJX UK’s actions during the period aligned with the Wates Principles are given below:

Purpose and leadership

The vision of the global group is to continue to grow The TJX Companies, Inc. group as a global, off-price, value retailer. Launched in 1994, 'TK Maxx' introduced off-price retailing to the UK and is the only bricks-and-mortar, off-price retailer of apparel and home fashions of significant size in the UK. 'Homesense' introduced the off-price homeware concept to the UK in 2008. This chain operates in both a standalone and superstore format, which pairs 'Homesense' with a 'TK Maxx' store.

To help achieve its vision, TJX UK remains grounded in the same principles on which The TJX Companies, Inc. was founded – operating with honesty and integrity and treating others with dignity and respect. TJX UK relies on the talent and efforts of its employees, as well as the example set by its leaders, to help live these principles and foster the continued success of the TJX UK.

Board composition and responsibilities

The Board is aligned with TJX UK’s purpose and values, and its composition represents a diversity of experience, expertise, and gender, and (much) more, which guides its oversight efforts. As directors of a wholly owned subsidiary of a quoted US group, the Board informally delegates authority to the European executive team and The TJX Companies, Inc. for key strategic decisions. The Board members receive regular updates throughout the year on the business and the TJX UK’s results.

Opportunity and risk

As part of a quoted US group, TJX UK and the TJX Europe Limited group are subject to certain policies as set out by The TJX Companies, Inc. for the purposes of monitoring and managing risk. The board of directors of The TJX Companies, Inc. has oversight responsibility for the systems established to report and monitor the most significant risks applicable to the global group, which would include risks applicable to the TJX UK and the TJX Europe Limited group. It is management’s responsibility, which includes the European executive team, to manage risk and to bring to the Board’s attention such risks as appropriate (see here for more detail).

Remuneration

Remuneration for executives of TJX UK is overseen by the Compensation Committee (the “CC”) of the board of directors of The TJX Companies, Inc. In general, the Board of TJX UK informally delegates responsibility for remuneration matters to the European executive team or The TJX Companies, Inc., as applicable. The CC seeks to maintain an executive compensation program that is designed to incentivise and reward performance; sustain the global group’s position of strength in a competitive and changing retail environment; support teamwork, management stability, and succession planning; and foster alignment with shareholder interests. The CC considered several qualitative and quantitative factors in making executive compensation decisions for the reporting period, including company objective financial performance, a focus on long-term equity incentives, and a mix of financial performance metrics that seek to balance growth, profitability, and returns. The CC considers the pay and incentive structures for senior management across the global group and approaches executive compensation in the context of global total rewards principles.

Stakeholder relationships and engagement

For more information on engaging with employees and other stakeholders, click here.