74 ITV plc Annual Report and Accounts 2023 ITV plc Annual Report and Accounts 2023 75 LONG-TERM VIABILITY STATEMENT (LTVS) DISCLOSURE CONTINUED G CHAIR’S GOVERNANCE STATEMENT O VE R NAN Viability assessment Potential Mitigations Viability Statement C Our balance sheet and liquidity position In the unlikely event that all scenarios were to Based on the above, the Board has a E remains strong. At 31st December 2023, this impact ITV concurrently, ITV would breach reasonable expectation that ITV will remain comprised unrestricted cash of £340.5 it’s RCF Net Debt / EBITDA covenant in H2 viable and be able to continue operations million; undrawn Revolving Credit Facilities 2026 with a ratio of 3.94x compared to the and meet its liabilities as they fall due over (RCF) of £500 million and £100 million threshold of 3.5x. The threshold is not the three year-period ending 31 December available throughout the viability period; and breached in any other half-yearly period 2026. The assessment has been made with undrawn bilateral facility/CDS of £300 during the assessment period. ITV could reference to ITV’s strategy and the current million maturing in June 2026 (assumed to eliminate the need for any further position and prospects and risks. be replaced with a new facility). management action in H2 2026 by exercising its option under the terms of the RCF to The Strategic Report was approved by the During the viability period, the €600 million increase the covenant threshold to 4.0x for Board and signed on its behalf by: Eurobond maturing September 2026 is up to 2 consecutive half-yearly periods. assumed to be refinanced. Interest cover remains greater than 3.0x CHRIS KENNEDY throughout the viability period. GROUP CFO & COO We have considered both the individual 07 March 2024 scenarios and various combinations of the scenarios in order to assess viability. Our ANDREW COSSLETT modelling concludes that If all scenarios CHAIR were to occur concurrently (considered implausible), management action would be required to ensure the leverage covenant in the Revolving Credit Facility (RCF) is not breached in 2026. Dear Shareholder Engaging with our stakeholders, I am pleased to present our Corporate including our workforce Throughout the year, Governance Report for 2023. As a Board we focus on how we engage ITV was focused on with our stakeholders and how we deliver Year in review a positive impact for them. Relationships delivering its strategic The Board remains committed to with our stakeholders in the UK and priorities, with the maintaining effective corporate governance internationally are vital to building a executive team investing and integrity, enabling us to deliver our successful and sustainable business. strategy for the long-term benefit of our My statement in the Strategic Report sets in a dynamic programme stakeholders. out the ways in which we engaged with of digital modernisation. stakeholders during 2023. Throughout the year, ITV was focused on The Board has been kept delivering its strategic priorities, with the Shareholder feedback is regularly considered well informed of executive team investing in a dynamic during Board meetings and is an important programme of digital modernisation. factor in decision-making. We meet regularly Management’s plans, The Board has been kept well informed with shareholders, through one-to-one particularly following of management’s plans, particularly meetings, conferences and at the Annual following the launch of ITVX and our General Meeting. The 2023 Annual General the launch of ITVX and vision for streaming and content. Meeting was a physical meeting, with the our vision for streaming opportunity for shareholders to ask and content. We held two Board Strategy days, one in questions before and during the meeting. June to review the Strategy and a second in December to hear an update on progress and The health and wellbeing of our colleagues consider the rapidly changing environment. is a significant priority. As part of the open two-way dialogue with colleagues there Diversity is a Board appointed Workforce Engagement We fully recognise the importance of Director. Their role is to work closely with diversity and inclusion at all levels, through the colleague Ambassador network and the entire organisation including the Board. regularly provide feedback to the Board. We are encouraged by the significant Edward Bonham Carter, our Senior progress against the core initiatives of ITV’s Independent Director, has acted in this role Diversity Acceleration Plan, launched in July since 2019 and stepped down in April. The 2020. It’s encouraging to see management’s Board would like to convey our thanks to him commitment and achievements receive for serving in this role for the past four years. public recognition. We are pleased with our Graham Cooke has taken over the position gender and ethnic diversity representation and for information on Graham’s role and on the Board, 45.45% and 18.2% work, and the Board’s workforce engagement respectively, exceeding the FCA Listing activities, please see pages 94 to 95. Rules, Hampton-Alexander and Parker targets. For more detail you can refer to our The Board sought to balance the interests of UK workforce diversity data in the Diversity all stakeholders throughout the year. Please and Inclusion report. see page 83 for examples of key strategic issues considered and Board decisions taken in 2023, and pages 92 to 93 for an explanation of how the Board has had regard to the section 172 matters (including certain key stakeholder considerations).