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Statement under Section 172 of the Companies Act 2006

Diamond Resorts (Europe) Limited and Diamond Resorts (Holdings) Limited

The directors of the Company, as for all UK companies, must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows:

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

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

As part of their induction, a director is briefed on their duties and they can access professional advice on these, either from the Company Secretary, or from relevant officers of the global parent undertaking Hilton Grand Vacations, Inc. or, if they judge it necessary, from an independent adviser. The duties of the director are partly fulfilled through a governance framework that delegates day-to-day decision-making to employees of the company, especially those with responsibility over the business activities in which the group operates.

We are committed to compliance with the spirit of the UK Corporate Governance Code (the ‘Code’), although generally the Code is adopted by UK listed companies operating for profit and which pay dividends to shareholders. Despite this difference, the director is of the view that, generally, the principles of good governance as set out in the Code apply to the company and group.

The following paragraphs summarise how a director fulfils those duties:


Risk Management

We provide resort-based holiday experiences and relaxation-critical services to our clients, often in health and safety regulated environments that continue to evolve. As a result, our business and our risk environment has become more complex. It is therefore vital that we effectively identify, evaluate, manage and mitigate the risks we face, and that we continue to adapt our approach to risk management.

We operate and are committed to a ‘Diamond Standard of Clean’ at all of our resort destinations, adapting to the ‘new normal’ to protect the health & safety of our members, owners, guests and team members. Additional precautions have been implemented; closely monitoring guidelines recommended by public health agencies, and after consultation with in-house and outside experts to expand existing protocols,

For discussion of our financial risks and uncertainties, please see the strategic report.


Our People

We are committed to being a responsible business. Our behaviour is aligned with the expectations of our people, clients, ultimate investors, communities and society as a whole. People are at the heart of our holiday and resort-related services. For our business to succeed we need to manage our people’s performance and develop and bring through talent while ensuring we operate as efficiently as possible. We must also ensure we share common values that inform and guide our behaviour so we achieve our goals in the right way.

Through our ultimate parent undertaking, Hilton Grand Vacations, we champion a number of people initiatives within our UK, EU, and Global operations. Our internal mentorship programme enables us to identify and cultivate individuals to ensure their retention and development within the workforce. We work with external operators to provide an apprentice framework, ensuring the development and upskilling of our team members and resulting in a range of business qualifications. Employee recognition programmes, such as the Chairman’s Club Award, enable us to recognise and celebrate talent and achievement from our various geographical regions, and at varying levels of seniority, across the business, career longevity and tenure is celebrated through our anniversary award scheme.

We operate an Employee Assistance Programme. This service provides an online forum to encourage team members to be aware of their own physical and mental wellbeing, as well as offering more specific counselling and telephone advice services across a range of topics.

The overall wellbeing of our Team Members is important to us. Given the spread of our geographical locations, interpersonal connections are encouraged both virtually, through forums such as twitter, and physically. We have developed structured schemes such as ‘Connect and Celebrate’ within our Resort Operations, and hold Social Events across the year. We also provide a team member getaway programme, enabling Team Members to stay at a Diamond owned Resort at a reduced and fixed rate.

Team members have access to a variety of team member resource groups (TMRG) which are available through various channels. These groups highlight, champion, and provide discussion forums for topics such as PRIDE, Women’s Day, Diverse Abilities, Sustainability, Parents and Care Givers, and Young Professionals.


Business Relationships

Our strategy prioritises client retention and the organic growth of our resort rental offering, driven by up-selling services and club memberships to existing clients and bringing new guests into group owned or managed resort destinations. To do this, we need to develop and maintain strong relationships. We value all of our suppliers and have mutually beneficial contracts with our key suppliers.

Within Diamond, there have been many actions to support a closer and improved relationship with suppliers across all the business units, such as: Improving and refining supplier management information systems; Introducing dedicated managers for resort rental agencies and partners; Entering long term agreements with key suppliers; Introducing regular business reviews with key suppliers; and Formation of a dedicated department for corporate and resort management spending to make procurement more effective and efficient, with the aim of ensuring that the quality of the Diamond brand is maintained across all resort destinations and at the right price.

Sales centres are located at key Diamond resort locations across Europe. Members will be invited to attend an update meeting while staying at the resort, which is optional. Members who choose to attend the meetings will receive a personal update on their membership including help with any issues they are experiencing. Clients will also have the opportunity to enhance their membership if required.

The sales function in Europe is predominantly operated by two sales agencies. The agencies operate from locations in the following countries, Spain, the Canary Islands, Portugal and the UK. The Director of Sales Operations for Europe manages that relationship and is responsible for product promotion, legislative compliance and customer service. The sales agencies exclusively promote Diamond European Collection points. The sales agencies are also registered with the Financial Conduct Authority to broker consumer credit using Diamond’s consumer credit brokerage licence. All sales agencies operate to a prescribed code of conduct and receive compliance training from Diamond on all aspects of the sales operation including the brokerage of consumer credit. Consumer contracts and credit agreements are processed by a contracts team based in Lancaster, England, which is entirely staffed by group employees. This team is also responsible for the independent verification of the product sale and any linked consumer credit. The team also provide after sales service to purchasing members.

Day to day servicing of members needs are attended to by the Diamond customer service team that operates 24/7 globally. Members can access assistance by email, key social media channels and by telephone.

We operate ‘Destination Xchange’, a global exchange program for timeshare owners at Diamond-managed resorts. Destination Xchange is a registered exchange company that enables Diamond owners and members to ‘swap’ their timeshare usage rights for alternative holiday accommodation made available through the program.

Due to the impact of COVID-19, such as the restrictions on travel and the curtailment of resort stays, it was decided that members should be offered a two year extension to the deadline by which their 2020 saved points can be used, coupled with a partial credit in respect of maintenance fees paid in return for a partial redemption of unused points. As an alternative option, members were also offered the right to convert their points (including unused 2019 points) into a Destination Xchange Tier Credit to use for up to 5 years for future travel. For as long as travel restrictions persist, Diamond will continue to provide Club members with the ability to cancel reservations at any Diamond Resorts managed property up to 15 days before their scheduled arrival without any loss of points.


Community and Environment

Our approach is to use our position of strength to create positive change for the people and communities with which we interact. We want to leverage our expertise and enable colleagues to support the communities around us.

Diamond Resorts recognises the importance of reducing its impact on the environment and has implemented community initiatives in support of environmental improvement and sustainable development.

We have in place, and continue to develop, a simple set of operational standards in the form of a sustainability commitment, which takes care to minimise impact whilst ensuring the guest experience is not compromised. In the coming years, it is our intention to adopt a more coordinated approach to ensuring a sustainable future.


Stakeholders (including Members of holiday ownership and resort timeshare clubs)

The directors are committed to openly engaging with the stakeholders of the company. As an organisation, we recognise the importance of a continuing effective dialogue, whether with our parent undertaking, resort-based commercial partners or with the membership that we service. It is important to us that stakeholders understand our strategy and objectives, so these must be explained clearly, feedback listened to and any issues or questions raised and then properly considered.

We send regular emails to the membership base on a variety of topics, including but not limited to: New member benefits, changes to member benefits, changes to processes, amendments to rules of the club, pre-arrival emails for resort bookings, mid-stay feedback emails and post-stay surveys asking for feedback.

Members can contact us via social media and we have a dedicated team who handle this channel. In addition, we have a dedicated page on DiamondResorts.com called ‘what’s new’ in which we post important advisory news relating to the membership.

We plan to hold a range of webinars for EU members on a variety of educational topics linked to the operation of the membership.

We send out AGM notices via email and give members an opportunity to ask any questions prior to the AGM. These are then collated, answered and can be issued at the AGM and posted to the member’s area on DiamondResorts.com.

Finally, we provide each club member with a full directory of membership, or online access to such. This document contains detailed information on how the club and membership works, including but not limited to: contact information, how to manage points ownership, make reservations, exchange points, access member benefits & offers, check-in at resorts, access the club community and also a full listing of the points values at the portfolio of Diamond resort destinations.