76 ITV plc Annual Report and Accounts 2023 ITV plc Annual Report and Accounts 2023 77 CHAIRMAN’S GOVERNANCE STATEMENT CONTINUED G BOARD OF DIRECTORS O VE R NAN CAROLYN MCCALL CHRIS KENNEDY C The 2018 Committee membership Chief Executive Group CFO and COO E A Audit and Risk UK Corporate N Nominations Governance Code R Remuneration (the Code) Terms of engagement for the Non- Appointed Chief Executive and to the Board on Appointed as Group CFO on 21 February 2019 and executive Directors and written 8 January 2018 as Group CFO and COO on 2 December 2021 responsibilities for the Chair, Chief Executive During 2023, the Company fully complied with all the provisions of the Code. and Senior Independent Director are Key areas of expertise: Business transformation, Key areas of expertise: Business transformation, The Code (July 2018), issued by the Financial Reporting Council (FRC), available on our website: Creative Industry, Digital, Media and Media IP, Creative Industry, Digital, Finance and Treasury, and associated guidance are available on the FRC website at www.frc.org.uk.www.itvplc.com/investors/governance Regulation and Public Policy, Strategy, People and Audit, Sustainability and ESG, Media and Media IP, Talent Strategy, Technology and Data The Board notes the release by the FRC of the revised Corporate Governance Code Key skills and experience: Carolyn has an Key skills and experience: Chris has a strong 2024 and will work to ensure full compliance with all elements of the new Code over impressive track record in media and experience of media background, holding senior management leading digital transformational change both in an positions over a 17-year career at EMI. Chris’ the next couple of years. ANDREW international and regulated environment. She has experience in executing and driving strategy has COSSLETT clear strategic acumen and a strong record of played a key role in ITV’s digital acceleration into driving operational excellence and delivering value Phase Two of the More than TV strategy, and R N to shareholders. Carolyn created the More Than TV ensuring ITV’s transformation into a successful Taking each of the main headings of the Code:Chair, Chair of the strategy when she joined in 2018. Carolyn has been digitally led media and entertainment company, as Nominations instrumental in accelerating the strategy into well as driving a rationalisation/cost savings Culture Committee Phase Two, having successfully executed Phase initiative. He was previously Chief Financial Officer BOARD LEADERSHIP AND COMPANY PURPOSE One. She continues to execute the strategy of Micro Focus International plc, ARM Holdings and Good performance relies on the Company’s effectively through her strong leadership of the easyJet plc where he spent five years and was culture being aligned with its purpose, values The Board’s ultimate objective is the long-term sustainable success of the Company ensuring ITV’s transformation into a voted FTSE 100 CFO in 2015. As the business and strategy. As ITV continues to become an Appointed to the Board on 1 June 2022 and as successful digitally led media and entertainment continues to evolve and develop, he took on the Company. Read more about our strategy in the Strategic Report and how the Board Chairman on 29 September 2022 company. Previously she was Chief Executive of broader role of Chief Operating Officer and Chief increasingly digital business and adopts new achieves this through, amongst other things, stakeholder and workforce easyJet plc for seven years and spent over 20 years Finance Officer in December 2021. ways of working to improve agility, the Board engagement (pages 84 to 91) and establishing a clear and aligned Company Key areas of expertise: Business transformation, Media and Media IP, Strategy, Remuneration, at the Guardian Media Group holding a number of Current external appointments: Non-executive recognises the importance of continuing to purpose, strategy and values. Please also see pages 96 to 99 for how the Board senior roles, including CEO of Guardian News and foster and monitor the culture across the People and Talent Director, Chair of the Audit Committee and assesses and monitors culture. Media and then four years as Chief Executive of member of the Nomination Committee, Whitbread organisation. Please see pages 96 to 99 for Key skills and experience: Andrew is an Guardian Media Group. She has previously served experienced chair who has spent his career in a as a Non-executive Director of Lloyds TSB, Tesco plc; Non-executive Director of the Great Ormond the key ways in which the Board and Street Hospital for Children NHS Foundation Trust; Committees monitored culture during 2023. DIVISION OF RESPONSIBILITIESrange of consumer facing sectors. His early career plc and New Look Group plc. In 2008, Carolyn was was with Unilever in a variety of branding and awarded an OBE for her services to women in Trustee of the EMI Group Archive Trust. The Board consists of two Executive Directors, eight independent Non-executive marketing roles. He then spent 14 years at business and in 2016 a Damehood for her services Changes on the BoardDirectors and the Non-executive Chair, who was considered independent on Cadbury Schweppes in senior international roles to the aviation industry. Through the Nominations Committee, we appointment to the Board. For Board meeting attendance, please see page 82. before becoming Chief Executive Officer (CEO) for InterContinental Hotels Group (IHG). Andrew Current external appointments: Non-executive focus on Board succession and composition Additional external appointments of Board members during 2023 received prior Director, Bridgepoint Group plc; Trustee of the to ensure we have the appropriate balance of Board approval. The Directors’ other time commitments are in line with the key was at IHG for six years, creating value by leveraging the power of its brands alongside Development Board of the Royal Academy of Arts. EDWARD skills, independence, experience and diversity. institutional investor and investor body guidelines.executing a programme of significant BONHAM CARTER transformational and cultural change. He served A N R During the year Mary Harris, Anna Manz and COMPOSITION, SUCCESSION AND EVALUATIONas CEO for Fitness First, where he was Duncan Painter stepped down and we instrumental in successfully repositioning the SALMAN AMIN Senior Independent appointed two new Non-executive Directors, The Nominations Committee Report sets out its activities and areas of focus during business and brand. Andrew served as a Director, Workforce Marjorie Kaplan in September and Dawn 2023, including Board and management level succession planning and recruitment, non-executive director of the Rugby Football R N Engagement Director Allen in October.Board composition and skills, Board and Company diversity progress updates and Union (RFU) from 2012, where he was appointed (up to June 2023) chair from 2016 until 2021. Andrew received a Independent the Board evaluation which took place during the year.CBE for services to the RFU in the 2022 New Non-executive 2024 Annual General Meeting Year’s Honours List. Director Appointed to the Board on 11 October 2018 The 2024 AGM will be held on Thursday 2 May, AUDIT, RISK AND INTERNAL CONTROLCurrent external appointments: Chair, Key areas of expertise: Business transformation, at 11.00. The meeting arrangements are Kingfisher plc Finance and Treasury, Sustainability and ESG, available to view on the Company’s website.The Audit and Risk Committee Report describes the work of the Committee and Strategy, People and Talent, Audit, Remuneration how it discharges its roles and responsibilities. The Committee reviewed the Appointed to the Board on 9 January 2017 Key skills and experience: Edward brings to the I would like to take this opportunity to thank enterprise risk management framework, as well as assessing management’s review Key areas of expertise: Business transformation, Board a wide range of City experience and my fellow Board members, the Management and strengthening of the Group’s internal controls, increasing its focus on IT general Digital, Media and Media IP, Strategy, invaluable insight in the understanding of stock team and our colleagues in the wider controls. The Committee also monitored the effectiveness of the external auditor, Remuneration, People and Talent, Sustainability markets and investor expectations. He was workforce, who served during another the internal auditor and the quality of audits. The Company’s disclosures regarding and ESG previously Vice Chairman of Jupiter Fund challenging year for the Group. As we risk management and internal controls are on page 112 , and details of how the Key skills and experience: Salman brings to the Management plc (2014) having joined Jupiter in Committee focused on audit quality are set out on pages 114 and 115. Board a wealth of experience in global businesses 1994 as a UK fund manager and held the position of navigate 2024 the Board will continue to work Chief Investment Officer from 1999 to 2010 and with the management team to deliver on our having worked for over 30 years managing global Group Chief Executive until 2014. He started his strategic initiatives, ensure the wellbeing of REMUNERATION brand advertising and media spend. Previously career at Schroders as an investment analyst our colleagues and build a successful and he was COO, Global Commercial Division at before moving to Electra Investment Trust where SC Johnson & Son, and has held positions at he was a fund manager. sustainable business for all stakeholders.The Remuneration Report describes the work of the Remuneration Committee and Procter & Gamble and PepsiCo. sets out how executive remuneration is aligned to the Company’s purpose, values Current external appointments: Senior ANDREW COSSLETT and strategy. It also describes how the Committee considered workforce Current external appointments: Chief Executive Independent Director, Land Securities Group plc; CHAIR remuneration and related policies in its decision-making regarding executive Officer, Pladis. Trustee, The Esmee Fairbairn Foundation; 7 March 2024remuneration. Chairman, Netwealth Investments Ltd.