146 ITV plc Annual Report and Accounts 2023 ITV plc Annual Report and Accounts 2023 147 DIRECTORS’ REPORT CONTINUED G O VE R NAN Shares Statement of Directors’ Responsibilities C Issued share capital: At the date of this report, there were 4,052,409,194 ordinary shares of 10 pence each in issue, all of which are fully The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the E paid up and quoted on the London Stock Exchange. information necessary for shareholders to assess the Group’s and Company’s position and performance, business model and strategy. Rights: The rights attaching to the Company’s ordinary shares are set out in the Articles of Association. There are no securities carrying Each of the Directors, whose names and functions are listed in the Board of Directors section on pages 77 to 78 confirm that, to the best of their special rights. knowledge: Restrictions: There are no restrictions on the transfer of ordinary shares in the capital of the Company other than those which may be • The Group financial statements, which have been prepared in accordance with UK-adopted international accounting standards, give a true imposed by law from time to time. The Company is not aware of any agreements between shareholders that may result in restrictions on the and fair view of the assets, liabilities, financial position and profit of the Group transfer of securities and/or voting rights. With regard to the deadline for exercising voting rights, votes are exercisable at a general meeting of • The Company financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS the Company in respect of which the business being voted upon is being heard. Votes may be exercised in person, by proxy or, in relation to 101, give a true and fair view of the assets, liabilities and financial position of the Company corporate members, by corporate representatives. The Articles provide a deadline for submission of proxy forms of not less than 48 hours • The Strategic Report contained on pages 1 to 74 includes a fair review of the development and performance of the business and the position before the time appointed for the holding of the meeting or adjourned meeting. However, when calculating the 48-hour period, the Directors of the Group and Company, together with a description of the principal risks and uncertainties that it faces can, and have, decided not to take account of any part of a day that is not a working day. In accordance with the Disclosure Guidance and Transparency Rules (DTRs), Persons Discharging Managerial Responsibility are required to seek approval to deal in ITV shares. The Company In the case of each Director in office at the date the Directors’ Report is approved: is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or voting rights. • So far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditors are unaware Share schemes: Details of employee share schemes are set out in note 4.8 of the financial statements. The Company has an Employees’ • They have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information Benefit Trust (EBT) funded by loans to acquire shares for the potential benefit of employees. Details of shares held by the EBT as at and to establish that the Group’s and Company’s auditors are aware of that information 31 December 2023 are set out in note 4.8. During the year, shares have been released from the EBT in respect of share schemes for employees. The Trustee of the EBT has the power to exercise all voting rights in relation to any investment (including ordinary shares) held within the EBT. The Directors are responsible for preparing the Annual Report and Accounts and the financial statements in accordance with applicable law From 2023, awards granted under the Company’s Save As You Earn Scheme and the Executive Share Plan are met by the issue of new shares and regulation. when the options are exercised. Awards under the Deferred Share Award Plan will continue to be met by market purchase shares. The Company will monitor the number of shares issued under these schemes and the impact on dilution limits. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in accordance with UK-adopted international accounting standards and the Company financial statements in Substantial shareholders: Information regarding interests in voting rights provided to the Company pursuant to the DTRs is published on a accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 Regulatory Information Service and on the Company’s website. ‘Reduced Disclosure Framework’, and applicable law). As at 7 March 2024, the information in the table below had been received, in accordance with DTR5, from holders of notifiable interests (voting Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the rights) in the Company’s issued share capital. However, these holdings are likely to have changed since notified to the Company; notification of state of affairs of the Group and Company and of the profit or loss of the Group for that period. In preparing the financial statements, the any change is not required until the next applicable threshold is crossed. Directors are required to: • Select suitable accounting policies and then apply them consistently The number of shares is based on announcements made by each relevant shareholder using the Company’s issued share capital at that date. • State whether applicable UK-adopted international accounting standards have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the Company financial statements, subject to any % of % of Total number material departures disclosed and explained in the financial statements direct interest indirect interest of shares in shares in shares Total % held as notified • Make judgements and accounting estimates that are reasonable and prudent Ameriprise Financial, Inc and its group 5.08 0.05 5.12 206,179,898 • Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue Artemis Investment Management LLP 5.14 – 5.14 206,764,435 in business Liberty Global Incorporated Limited 9.90 – 9.90 398,515,510 RWC Asset Management LLP 5.67 – 5.67 228,339,000 The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention Schroders plc 5.22 0.01 5.23 210,615,274 and detection of fraud and other irregularities. Silchester International Investors LLT – 5.00 5.00 202,667,604 The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. By order of the Board CHRIS KENNEDY GROUP CFO & COO 7 March 2024 ITV plc Registered Number: 4967001