82 ITV plc Annual Report and Accounts 2023 ITV plc Annual Report and Accounts 2023 83 CORPORATE GOVERNANCE CONTINUED G O VE R NAN PLC Board and Committee membership and attendance C PLC Board and Committee membership and attendance at scheduled meetings in 2023 is set out below. KEY STRATEGIC MATTERS CONSIDERED BY THE BOARD IN 2023 E In addition, chaired by the Senior Independent Director, the Non-executive Directors met without the Chair or management during the year to Stakeholder groups discuss the Chair’s performance, and also met with the Chair without the management present, on an informal basis throughout the year to S Shareholders (including debt providers) C Colleagues P Partners discuss matters relevant to the Group. The Non-executive Directors met with the Chief Executive to discuss Management Board talent and succession. CZ Citizens PP Programme participants VC Viewers and subscribers * Indicates where a Director has attended all or part of a PLC Board CT Customers (including advertisers) LR Legislators and regulators Attendance at scheduled meetings or Committee meeting by invitation (i.e. when not a member or prior to being a Director). The Executive Directors did not attend Committee members PLC Board1 Audit and Risk Remuneration Nominations Disclosure parts of any Committee meetings where to do so would result in PERFORMANCE Link to principal risks Link to key stakeholders Andrew Cosslett (Chair) 8/8 5/5* 5/5 4/4 4/4 a conflict of interest. A number of ad hoc Board and Committee meetings were held Reviews of capital structure, liquidity, investor proposition and valuation 1, 2, 3, 4, 5, 6, 8, 11 S LR Dawn Allen2 2/8 1/5 - - - during 2023 though these are not reflected in this table. Reviewed and approved trading results and financial reporting 9 S LR Salman Amin 8/8 - 5/5 4/4 - 1. In June and December half-day strategy sessions were held with a scheduled Board meeting held on the same day. Together these Reviewed and approved the budget and five year plan All principal risks 3 are included in the table as one meeting S C P CZ PP VC CT LR Edward Bonham Carter 8/8 5/5 3/5 4/4 - Graham Cooke4 8/8 5/5 - 2/4 - 2. Dawn Allen joined the Board on 2 October 2023 Evaluation of business operations to optimise opportunities and performance including deep dives 2,3,4,6 S C P 3. Edward Bonham Carter joined the Remuneration Committee in into value drivers Margaret Ewing9 8/8 5/5 - 2/4 3/4 April 2023 4. Graham Cooke, Margaret Ewing and Sharmila Nebhrajani joined Partnerships and distribution review 6 P VC 5 Mary Harris 2/8 1/5 - 2/4 - the Nominations Committee in April 2023 6 5. Mary Harris stepped down from the Board on 3 May 2023 Programme of cost and complexity reduction 11 S C P VC CT Marjorie Kaplan 3/8 - - - - Gidon Katz 8/8 - - - - 6. Marjorie Kaplan joined the Board on 1 September 2023 Evaluation of merger, acquisition and divestment opportunities and review of investments 2, 3, 6, 11 S P 7. Anna Manz stepped down from the Board on 31 August 2023 Chris Kennedy 8/8 5/5 3/5* 1/4* 4/4 8. Duncan Painter stepped down from the Board on 30 November Consideration and approval of material contracts 9 S P 7 2023 Anna Manz 5/8 3/5 3/5 - - 9. Margaret Ewing was unable to attend a Disclosure Committee Principal risks and emerging risks review and updates All principal risks S C P CT LR Carolyn McCall 8/8 2/5* 1/4* 4/4 because of another commitment 4 ITV Together programme improving ways of working for the business 11,13 C VC CT Sharmila Nebhrajani 8/8 - 5/5 2/4 - Duncan Painter8 7/8 - 4/5 - - Investor engagement and insight N/A S C LR SUPERCHARGE STREAMING BOARD COMPOSITION Evolving the ITV strategy and progress in delivering the vision for an integrated ad-funded/ 1, 2, 3, 4, 5, 6, 11 S C P VC CT LR subscription streaming platform for the ITVX launch Recruitment and retention of talent to develop, implement and promote the ITVX strategy 12 S C GENDER ETHNICITY DISABILITY BOARD TENURE AGE OPTIMISE BROADCAST Planet V progress, linear addressable, video on demand and linear integration 2,3,4,5 S P VC CT A review of the Commercial trading model 3 S CT LR Future proofing – Next Generation Platform 10, 15 S C P EXPAND STUDIOS GLOBALLY Men 6 People of Colour 2 Disability or long-term 0–2 years 4 36–45 1 Women 5 White 9 health condition 1 2–5 years 2 46–55 2 Evolution of Studios strategy – continued international expansion, new streamer markets and 2, 11, 12 P VC CT No disability or long-term 5–9 years 5 56–65 5 changing rights models, monetisation of the Global Partnership Division health condition 10 66–75 3 REGULATION Continued focus on key policy and regulatory issues, including the PSB review, Media Bill and 8,9 S C LR * BOARD SKILLS AND EXPERIENCE MANAGEMENT BOARD COMPOSITION corporate governance reforms. These continue to be kept under close review along with other issues that could have a potential short, medium and long-term impact on the business Business transformation 10 GENDER ETHNICITY DISABILITY Creative industry 4 OTHER Speaking Up monitoring and update 13 C CZ PP VC Digital 7 Finance and Treasury Social Purpose strategy including environmental targets and mental health and ‘giving back’ 4, 13 S C CZ VC CT 5 campaigns Audit 5 Crisis management processes and protocols 15 S C CZ VC CT Sustainability and ESG 5 Legal and compliance updates, including CMA investigations and Phillip Schofield KC review 8,9 S C CT Media and Media IP 8 Review and annual approval of relevant Group compliance, HR and governance policies 8,9,13 S LR Regulation and Public Policy 3 Men 8 People of Colour 1 Disability or long-term Climate-related risks and short to medium-term impacts, reporting on ESG matters 4, 8, 11 Women 2 White 9 health condition 2 S C CZ VC CT Strategy 11 No disability or long-term Diversity and Inclusion, how this aligns and supports the ITV Strategy 9, 11, 13 S C CZ VC health condition 8 (continue to drive mainstream disability accessibility and building an inclusive culture) Technology and Data 4 Cyber Security – fraud prevention strategy 10 S C P CZ PP VC CT LR Remuneration 4 * Carolyn McCall and Chris Kennedy are not included in these tables. They are included in the Board composition numbers above. Transformation Office progress review and updates 11 S C People and Talent 4 For further information on principal risks please see pages 57 to 64.