104 ITV plc Annual Report and Accounts 2023 ITV plc Annual Report and Accounts 2023 105 NOMINATIONS COMMITTEE REPORT CONTINUED G O VE R NAN Board searches Set out below are the objectives of our Maintain at least 30% female Directors on Maintain at least 10% Directors who are Ensure the Non-executive Director search C BOARD DIVERSITY The Committee approved the appointment Board Diversity Policy and our assessment the Board over the short to medium term People of Colour on the Board over the pool is sufficiently wide and covers E of SRI/Mission Bay for the search for a of performance against them. These As at 31 December 2023, the Board had short to medium term candidates who are People of Colour and 45.45% Non‑executive Director with specialised objectives ensure that both appointments 45.45% female representation, including one As at 31 December 2023, the Board had candidates with a wide range of expertise, creative industry skills experience and Lygon and succession planning support the Executive Director and two Committee 18.18% representation of People of Colour skills and backgrounds, and that shortlists female Board representation Group for the search for a Non‑executive development of a diverse pipeline. Chairs. We have therefore exceeded the with two Directors represented on the Board. include at least 50% female candidates In line with Parker Review, the Listing Director with financial expertise. Other than target of 40% of women on the Board set by We therefore also comply with the When conducting a Non-executive Director the provision of search services, neither SRI/ Ensure ITV has a development pipeline of ITV and the FCA Listing Rules, as well as the recommendation of the Parker Review and search, the Committee works closely with Rules and Hampton‑Alexander Review Mission Bay or Lygon Group have any other high calibre senior executive candidates Hampton-Alexander target of 33%. Whilst the FCA Listing Rule requirement to have at the executive search agency to compile a recommendations connection with the Company or any and encourage senior executives to obtain the Board recognises that an effective Board least one director of colour on the Board. long and shortlist of candidates made up of individual director. SRI/Mission Bay had external board experience with broad strategic perspective requires at least 50% female candidates as well as 18.18% previously supported the recruitment of The ongoing development of senior leaders, diversity, ultimately the Board appoints Use search firms who have signed up to the candidates from various backgrounds and Non‑executive Directors to the Board. to ensure we retain the best talent to candidates based on merit and assesses Voluntary Code of Conduct on gender industries, including People of Colour. People of Colour Board representation broaden their skill sets and experience to potential Directors against measurable, diversity Candidates were identified and interviewed The specifications for both vacancies set prepare them for future senior roles, is objective criteria. The Board supports the provisions of the and their skills and qualities were assessed out the agreed key skills, experience and important to us. ITV runs a high potential Voluntary Code of Conduct for Executive against measurable, objective criteria. Board composition and character profile being sought to fit with the leadership programme, building a pipeline of Our principles for Board diversity also apply Search Firms which addresses gender succession planning current balance, membership and dynamics diverse talent for senior level roles. The Rise to our Management Board and senior diversity on corporate boards and best ANDREW COSSLETT of the Board and were approved by the Programme launched in 2020 continues to management below this level. We are practice for related search processes. Both CHAIR Composition Committee. As in prior years, the Committee promote People of Colour talent progression therefore pleased that the FTSE Women 7 March 2024 During the year, the Committee undertook executive search agencies used in 2023 for focused on diversity as part of the selection at the manager level by providing People of Leaders Review ranked ITV third out of the our Non-executive Directors are signatories an analytical review of Board composition, criteria, selecting the highest calibre Colour colleagues greater visibility with FTSE 250 and top of the Media sector for to the Code. assessing the range and balance of skills, candidates for appointment to the Board, senior leaders through networking and representation of women in leadership, with experience, diversity, knowledge and based on merit and objective criteria. sponsorship, alongside career coaching. 52.4% women in the Combined Executive independence to identify any gaps and inform The programme also works with managers Committee and Direct Reports. the Non‑executive Director searches. The In each case a shortlist of candidates was and Senior Leadership Team advocates to review concluded that the representation of interviewed by all the members of the build race confidence and accelerate an Board diversity was strong and the Directors Nominations Committee (led by the inclusive culture change at ITV. as a whole had the right skills, knowledge and Chairman), the Chief Executive and Group experience to enable ITV to execute its CFO and COO. Following this, the Committee Bespoke development initiatives are in Listing Rule 9.8.6R (10) strategy. However, the departure of Sir Peter recommended the appointments of Marjorie place for senior executives who have been In accordance with Listing Rule 9.8.6R (10), our gender and ethnicity data in the format set out in LR9 Annex 2.1 as at 31 December 2023 is set Bazalgette in 2022 meant there was a Kaplan and Dawn Allen, which the Board identified as potential successors, based out below. requirement for specialised creative industry subsequently approved. on particular development needs. skills experience. In anticipation of the These include: The Board and Management Board members are asked to complete a diversity monitoring form to confirm which of the categories set out in departure of Anna Manz in 2023, a further gap The Committee is satisfied that these the below they identify with. As Carolyn McCall and Chris Kennedy sit on both the PLC and Management Boards they have been counted in was identified in finance skills and expertise. appointments further strengthen the mix • External executive coaching, with clear both totals. Two searches were instigated as discussed of expertise on the Board. Marjorie Kaplan coaching objectives (including 360 further below. degrees feedback where relevant) Number of senior has extensive brand, content and audience positions on the Number of the Percentage of strategy experience with a track record • Psychometric testing, such as the Hogan Number of Board Percentage of the Board (CEO, CFO, executive executive Non‑executive Director succession Gender members Board Chair and SID) management 1 management as a change agent. Dawn Allen has extensive Leadership series that identifies Men 6 54.45 3 8 72.73 planning financial, commercial and international leadership strengths, derailers and values The Committee continues to keep experience having held a number of • Mentoring by a Non‑executive Director Women 5 45.45 1 3 27.27 succession under review for each of the senior financial roles in large scale • Business School executive non‑executive roles to take account of global businesses. education programmes Number of tenure and to ensure the size, structure, senior positions • Non‑executive Director and Trustee on the Board Number of Percentage of composition and diversity of the Board and Both the new Non‑executive Directors appointments where there is a suitable Number of Percentage of (CEO, CFO, the executive executive its Committees are appropriate, identifying undertook a comprehensive induction Ethnicity Board members the Board Chair and SID) management management internal candidates or where an external programme. See page 102 for further match and development support for those Asian 2 18.18 – – – search may be needed, both for emergency information. interested in these opportunities Black/African/Caribbean – – – 1 9 and longer‑term succession. Mixed/Multiple Ethnic Groups – – – – – Board diversity policy Other minority ethnic group – – – – – Executive Director and Management Board Our objective to drive the benefits of a White 9 81.82 4 10 91 succession planning diverse senior management team and wider During the year, the Chief Executive and workforce is underpinned by our Board Chief People Officer reported on the Diversity Policy. A copy of the Board Diversity policy can be found on our website succession planning measures in place for www.itvplc.com/investors/governance/directors the Management Board (including the Our belief is that diversity at all levels is Executive Directors), as well as the direct incredibly important as it allows the reports to Management Board members. organisation to harness the benefit of This included Management Board and differences in skills, experience, culture, Executive Leadership Team bench strength personality, background and work‑style. analysis for each role identifying short and We are proud of our commitment to driving medium‑term successors and the diversity further diversity on a Group‑wide basis. of the pipeline. The Committee was satisfied Please refer to pages 37 to 39 for further that the Company has effective executive information on our Group‑wide diversity succession planning processes in place, plan and targets. including appropriate development plans for key individuals, and was able to understand the areas where external candidates may need to be considered. The Committee also had a session on improving the strength, depth and diversity of our talent.