Our Business Practices

DFS Financial Services (UK) Limited

Statement Arising In Compliance with Section 172 of the Companies Act 2006

The Board of Directors of Discover Financial Services (UK) Limited (the "Company") consider that, as a result of the governance structure of the Company, the matters referred to in section 172 of the Companies Act 2006 ("s.172") have been considered to an appropriate extent by the Board, the Company and the Company’s senior management in relation to the business of the Company. Such considerations include the statements set out below, taking into account the Directors’ duty under s.172 to act in good faith and to promote the success of the Company for the benefit of its shareholders but having regard, among other things, to the following:

• the likely consequences of any decision 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 the environment;
• the desirability of the Company maintaining a reputation for high standards of business conduct; and
• the need to act fairly as between members of the Company.

As a wholly-owned subsidiary of Discover Financial Services (the “Ultimate Parent Company”), the Company addresses many of the s172 requirements through the governance structure, programs, initiatives and policies of the Ultimate Parent Company, which are applicable to the Ultimate Parent Company and all of its subsidiaries, including the Company (collectively referred to within this section as “Discover”). Company management is responsible for implementing Discover’s group-level policies and programs at the Company level, and the Company’s Directors oversee Company management to ensure group-level policies and programs are adhered to and actively implemented by the Company and its employees.

Decision-making by the Board and Senior Management

All matters requiring Board approval under the Company’s governance arrangements are reserved for decision by the Directors of the Company and are presented for approval by the Board, including approval of the Company’s annual audited financial statements.

Directors are briefed on all matters presented to the Board for approval, including any financial and legal and/or regulatory requirements related thereto and the long term impact of such matters. The Directors weigh these factors and the impacts to potential stakeholders before making a final decision together, which actions are taken in good faith and in the best interests of the Company.

From a governance and oversight perspective, the Company’s business and operations are managed by the Director and the President of the Company, together with the management team that runs Discover’s payments services business, which the Company’s services support. The Company’s day-to-day operations are managed by the Executive Vice President of the Company, who reports directly to the Director and President of the Company. This structure results in a direct reporting line and oversight of the Company’s business and operations between senior management and the Company’s Directors. Collectively, the Company’s Director group is designed to ensure governance and oversight around the business, operations, financial performance and legal requirements of the Company, and the Directors oversee the management team to ensure that relevant factors and potential stakeholders are considered during the decision-making process for the Company.

Employees

Discover recognizes the value of its workforce and has many programs in place to develop and ensure a culture of Employee Engagement through high-quality and meaningful jobs, competitive compensation, professional development and strong benefits packages, all of which are reviewed by management on an annual basis. In addition, Discover is strongly committed to fostering a culture of diversity and inclusion in its working environment, which includes a Diversity, Equity and Inclusion Office, a Chief Diversity Officer, employee resource groups, dedicated D&I goals and evaluations, and pay equity initiatives. Additional information regarding Discover’s Employee Engagement program can be accessed at: https://www.corporatereport.com/discover/2019/crr/employee-engagement/.

Discover also has robust processes in place for employees to report concerns relating to Discover, including illegal, unethical or improper conduct. Employees can report their concern to any member of management, Employee Relations, the Chief Legal Officer, the Chief Compliance Officer, or the Chief Audit Executive. Employees can also report concerns to Discover’s Integrity Hotline, which is available 24/7 and provides the option to submit a report anonymously. If a concern is substantiated, management has implemented procedures to ensure that appropriate action is taken.

Discover is also committed to investing in the communities of its employees through the Discover Cares program, which includes outreach projects, volunteer events and employee-donation matching. Additional information regarding Discover’s Corporate Responsibility Program and Employee Engagement can be accessed at: https://www.discover.com/company/corporate-responsibility/.

Customers

The Company’s activities are limited to providing intercompany services to certain affiliates within the Discover corporate group; therefore, the Company does not have any direct third-party customers. Nonetheless, the services provided by the Company support Discover’s global business, which is driven by its corporate mission to help its customers spend smarter, manage debt better and save more to achieve a brighter financial future, and it is committed to providing customers with tools to assist customers in making informed financial decisions. Discover has firmly-established internal Discover Values that guide Discover and its employees to achieve this mission for its customers. The Discover Values consist of (i) Doing the Right Thing; (ii) Innovation; (iii) Simplicity; (iv) Collaboration; (v) Openness; (vi) Volunteerism; (vii) Enthusiasm; and (viii) Respect. Additional information regarding Discover’s mission and commitment to its customers can be accessed at: https://www.discover.com/company/corporate-responsibility/.

Suppliers

Discover is committed to supplier diversity to enable it to procure goods and services which provide equal opportunity for diverse suppliers to compete for its business. This initiative is supported by Discover’s Global Procurement and Sourcing Policy and its Supplier Diversity program, which allow suppliers to complete a profile to assist the Company in understanding how each supplier’s offerings can be leveraged. Additional information regarding Discover’s Corporate Responsibility Program can be accessed at: https://www.discover.com/company/our-company/supplier-diversity/.

Financial stakeholders

As the Company’s Ultimate Parent Company, Discover Financial Services, is a public company listed on the New York Stock Exchange. Information relevant to any financial stakeholder has been made available on Discover’s website which can be accessed at: https://investorrelations.discover.com/investor-relations/overview. This includes information required by SEC to be published, including any stock pricing, regulatory disclosures and other corporate governance materials.

Business conduct

Discover believes that a key element of corporate responsibility is adhering to the highest standards of corporate governance and ethical conduct. The Company aims to conduct all its business relationships with integrity, openness and respect. Discover maintains a robust Code of Ethics and Business Conduct Policy that governs the activities of all directors, officers and employees of Discover including the Company. Activities must comply with both the letter and spirit of the law and with all Discover policies. These laws include Anti-Money Laundering, Counter-Terrorist Financing and Sanctions Programs, Anti-Bribery and Corruption, and Consumer Protection laws. Discover employees are required to complete compliance training on an annual basis. Additional information regarding Discover’s commitment to corporate responsibility can be accessed at: https://www.discover.com/company/corporate-responsibility/.

Community and Environment

Discover is committed to Corporate Responsibility matters and maintains numerous programs and initiatives that are designed to ensure Discover and its employees are acting in support of the community and the environment. Discover strongly supports a wide range of charitable and community activity. Full details of Discover corporate and social responsibility actions can be found at: https://www.discover.com/company/corporate-responsibility/. As part of its Corporate Responsibility initiatives, Discover proactively incorporates environmental sustainability into its physical operations and has established an employee resource group to drive environmental initiatives.

Acting fairly as between the Company’s shareholders

The Company is a direct wholly-owned subsidiary of DFS Services LLC, the Intermediate Parent Company, and an indirect wholly-owned subsidiary of Discover Financial Services, the Ultimate Parent Company. The Company’s compensation programs are designed to balance an appropriate mix of compensation components to align the interests of employees with the long-term interests of shareholders, the safety and soundness of Discover, and regulatory requirements applicable to the Ultimate Parent Company.