102 ITV plc Annual Report and Accounts 2023 ITV plc Annual Report and Accounts 2023 103 G DIRECTORS’ ONGOING DEVELOPMENT AND TIME COMMITMENTS NOMINATIONS COMMITTEE REPORT O VE R NAN In addition, their inductions covered deep Ongoing training and development Tailored induction for new C The ongoing development of Board members Directors dives relevant to their new roles at ITV, E is crucial to ensure that they remain their background and experience. In this report The General Counsel and Company well‑informed of changes to the business Secretary assists the Chair in designing and Both Directors also requested and received environment in which ITV operates (including facilitating an induction programme for new The purpose of this report is to highlight the role on legal, regulatory, compliance and additional follow‑up sessions on areas that the Nominations Committee plays in ensuring Directors and their ongoing training. where they wanted to further their governance matters), and effective in that the Board has the appropriate balance of providing challenge on a wide range of topics. knowledge, or felt they could support skills, experience, knowledge and background to Each newly appointed Director receives a management with their experience. The Chair, with the support of the General comprehensive induction programme provide the breadth, depth, diversity of thinking Counsel and Company Secretary, keeps the designed to give them a thorough overview and perspective needed to effectively deliver training and development needs and understanding of the business covering Time commitments long‑term sustainable success. of Directors under review. the Company’s core purpose and values, The Directors have demonstrated a strong strategy, key business areas and operations, commitment to their roles on our Board and ANDREW COSSLETT During the year, all Directors were provided Committees with full attendance at Board CHAIR and corporate governance structure. This is with briefings, presentations, deep dives, tailored to take into account a Director’s and Committee meetings in 2023, see page teach‑ins and guest speakers on a range of previous experience and their 82. The Directors have all given careful subjects, including a deep dive on the responsibilities. Directors are also briefed consideration to their external time proposed governance and audit reform on their roles and responsibilities as commitments to ensure that they are able proposals. The Directors’ development and directors of a listed company. For to devote an appropriate amount of time Who is on the Committee training programme covered topics identified Non‑executive Directors, specific to their roles at ITV. For each Director, the in the 2022 Board evaluation, as areas on Committee responsibilities relevant to Board considers that the external time The Committee is composed The current members are: Full details of attendance at Committee meetings can which Directors felt they could benefit from their Committee memberships are covered, commitments that they are required to entirely of Non‑executive • Andrew Cosslett (Chair) • Graham Cooke be found on the table on page 82 additional training or support. The to enable them to function effectively as devote do not compromise their Directors (NEDs). • Salman Amin • Margaret Ewing Detailed biographies can be found on pages 77 and 78 programme included: quickly as possible. commitment to their roles (on the ITV • Edward Bonham Carter • Sharmila Nebhrajani • Attending deep dive sessions on the value Board, Committees and otherwise). The drivers for both the Studios and M&E During 2023, there were two new Nominations Committee reviews, on an divisions and the KPIs underpinning them appointments to the Board, Marjorie Kaplan ongoing basis, Directors’ time commitments and Dawn Allen. For both Directors the against the recommended guidance from Our role • Attending a session on the PSB licence induction programme included the investor bodies and ITV’s top shareholders, renewal presented by Matthew Horsman to anticipate any perception of ‘over Following each meeting, the The main role of the Committee is to: from Mediatique following elements: Committee communicates its • Regularly review Board composition and the balance of skills, knowledge, experience and diversity boarding’ at the forthcoming AGM. The main discussion points and • Attending a session on future media • One‑to‑one meetings with both Committee was able to confirm that it was findings to the Board. • Determine when appointments and retirements are appropriate, and lead on any Director searches landscape presented by BCG Executive and each of the Non‑executive fully satisfied with the amount of time each • Give full consideration to succession planning and oversee the development of a diverse pipeline for succession, Directors The Committee’s terms of at Board and senior management levels • Completing the refreshed mandatory Director devoted to the business. reference can be accessed on training for colleagues (on ITV’s Code of • Briefing from the Chief Executive on the our website. • Set measurable objectives on Board diversity and monitor progress on these objectives, as well as review Group’s strategy, and from the Chief During 2023, the Board considered changes Company‑wide targets Ethics and Conduct, Cyber Security, Data www.itvplc.com/investors/ Protection and Privacy, Climate Action and Executive and Group CFO and COO on in the time commitments of the Directors. governance Diversity, Equity and Inclusion) operational matters There were no role changes or new • Briefing from the Group CFO and COO on appointments that needed the Board’s Directors are encouraged to ask for any financial matters additional consideration. support they need and are reminded that • Briefings from the General Counsel and Meetings in 2023 there is always an open line to management Company Secretary and the Director of on any topic. Non‑executive Directors also Investor Relations on legal and In addition to Committee January April November have access to relevant professional members, the Chief • Identification of need for a NED • Changes to the composition of the • People strategy review governance matters and shareholder Executive, Chief People with content and media expertise Committee and appointment of a (including review of executive technical briefings from the audit firms, relationships, which were followed up by Officer and General Counsel including the Deloitte Academy Director • Review of Board Diversity Policy new workforce engagement succession plans) sessions with the Group’s brokers and and Company Secretary director • Company diversity updates. In addition, each Director may external advisers regularly attended meetings • Director time commitments and obtain independent professional advice at of the Committee. ‘over boarding’ considerations • Identification of a need for a progress update • Briefings from senior executives and • Re‑election of Directors at the NED with finance experience The Committee also held a number the Company’s expense where they judge it managers across our key business areas necessary to discharge their responsibilities. AGM July of ad hoc meetings in relation to the and operations, including Studios, Media • Review of draft • Indicative timeline and process for Non‑executive Director searches & Entertainment, Commercial, Policy and Nominations Committee Report internal board evaluation including discussions on candidate Regulatory Affairs, Investor Relations, in Annual Report • Annual review of terms of specifications, longlists and Diversity and Inclusion, Social Purpose, • Proposed 2023 reference approval of shortlists, and Reward and Remuneration, Committee schedule discussions on the candidates • Annual review of the register following the interview. Communications and Technology of interests • Access to a library of reference materials, • Company diversity including key information on our progress update governance framework, recent financial data and the policies supporting our business practices, including our share dealing policies, conflicts of interest Annual review procedure and gifts and hospitality policy An annual review of the • In 2023, an internally facilitated Board evaluation was undertaken, which included a review of the Committee. The performance of the results are summarised on page 101. Committee is conducted • Overall, the evaluation concluded that the Committee is working effectively and responding appropriately to its each year. terms of reference. • As part of the Committee’s succession planning agenda, the key priorities identified for 2024 were to embed the two new Non‑executive directors and to continue its focus on Executive and Non‑executive succession planning, as well as senior management talent retention and succession.