Sherwood Topco Limited
Tax strategy – Year ended 31 December 2022
- Tax Strategy
This document is the group tax strategy for Sherwood Topco Limited and all subsidiaries (the “Group”) in respect of the financial year ending 31 December 2022.
Following the acquisition of Arrow Global Group plc by TDR Capital on 11 October 2021, Arrow Global Group plc has been de-listed and the ultimate UK parent is now Sherwood Topco Limited. Operational responsibilities for the Group (subject to reserved matters) are delegated to the Board of Sherwood Parentco Limited (the “Board”).
This tax strategy was approved by the Board on 6 December 2022 and is published in accordance with its duty under Para 19(2) of Schedule 19 Finance Act 2016.
The Group aims to manage its tax affairs in a responsible and transparent manner, to comply with relevant legislation and minimise risk whilst ensuring efficient utilisation of legitimate reliefs and incentives. This objective is aligned to the broader vision and values of the Group.
- Risk management and governance
The Board is responsible for oversight of tax and the associated maintenance of a tax control framework. The Board exercises this duty by:
- Implementing and maintaining a clear tax policy
- Integrating tax into the broader governance framework of the business (e.g. Audit and Risk Committee)
- Maintaining active communication structures with responsible management
- Reviewing and challenging areas of material uncertainty or judgement
The Group CFO is the Executive with responsibility for the management of all taxes, supported from an operational perspective by the Group Head of Tax, Group tax team and domestic and overseas finance teams. This involves management of the Group’s on-going tax compliance responsibilities, execution of the tax policy and ensuring that appropriate tax resources, processes and systems are in place.
The principles of the Group’s approach to tax governance and risk management is summarised below:
|Stakeholders / Responsibility||Area of Responsibility||Governance and Risk Management approach|
|Investors, Lenders, Customers, Employees, Tax Authorities, General Public||Tax Reporting||Effective and consistent reporting of taxes, including UK tax strategy, financial reporting and other public disclosure|
|Board, CFO, Audit and Risk Committee||Tax Policy and Governance||Tax Policy, tax governance, protocols for key decision-making, monitoring existing risk profile and appetite for new risk|
|Local Finance teams, Group Tax, HR||Tax Risk Management||Control framework for existing tax risks, process for identifying and reporting new risks|
|Group Tax, HR, Finance Teams||Tax Management||People, processes and systems to support effective business advice and compliance|
|Internal Audit||Tax Assurance||Objective Assessment of the effectiveness of design and operation of tax controls|
- Tax policy
The tax policy ensures robust communication of tax governance procedures covering relevant tax liabilities with clear guidance on control framework standards and responsibilities. The policy covers the following key areas:
- A clear governance structure;
- Definition of tax risk factors, including reputational, commercial, technical, financial and operational risk;
- Schedule of tax control responsibilities to ensure effective management of taxes across the Group;
- Tax risk register to ensure risks are monitored and communicated effectively; and
- Guidance on the use of advisors, processes, people and systems, reporting and relationships with tax authorities.
- Tax planning and acceptable levels of risk
The Group balances its responsibility to pay all taxes which it is required to pay, safeguarding its reputation as a responsible taxpayer, whilst recognising an obligation to protect shareholder value by controlling and managing the Group’s tax affairs in an efficient manner.
The Group will not seek tax efficiencies if the underlying commercial objectives do not support the tax position, or if any planning is contrary to anti-abuse laws. The Group is mindful of the impact of its tax affairs on its reputation and its future working relationship with HMRC.
The Group will not undertake planning that is contrived or artificial where the sole purpose is to reduce UK tax, but where appropriate, will structure commercial transactions in a tax efficient manner as permitted by law.
Advice is generally sought from advisors to provide support in the assessment of opportunities, consequences and risk and to provide guidance in the decision-making process.
- Approach to dealings with HMRC
The Group aims to resolve any disputed matters through active and transparent discussion, conducted in a collaborative, courteous and timely manner. In the unlikely event that there are any unintentional filing errors, these are fully disclosed to HMRC as soon as they are known.