90 ITV plc Annual Report and Accounts 2023 ITV plc Annual Report and Accounts 2023 91 STAKEHOLDER ENGAGEMENT CONTINUED G O VE R NAN C SHAREHOLDERS (INDIVIDUAL AND INSTITUTIONAL), BOND HOLDERS AND OTHER PROVIDERS OF DEBT AND ANALYSTS COLLEAGUES E Description Link to strategic priorities Description Link to strategic priorities Delivering for our investors (equity and debt) and understanding their views and interests ensures Deliver value for shareholders: The workforce is integral to the day-to-day operations and the practical execution of strategy. Delivery of strategy: the business continues to be successful in the long term and therefore can deliver for all our see Our Strategy Effective engagement mechanisms provide the Board with important insights and priorities, as see Our Strategy stakeholders. well as ensuring the workforce voice is considered in the Board’s decision-making. Forms of engagement Outcomes and impact on principal decisions Forms of engagement Outcomes and impact on principal decisions Meetings and presentations • Consideration of feedback to inform, amongst other things, Meetings and presentations • Board discussions benefited from the Workforce • Chief Executive and Group CFO & COO presented the full year results and the Interim ITV’s long-term strategy, five year plan, dividend policy, • Regular participation by the Workforce Engagement Director and Management Board Engagement Director’s direct insight into sentiment and results and took questions from analysts capital allocation and approach to ESG and other members at Ambassador meetings (our former workforce advisory panel) topics that matter most to colleagues • Chair, Chief Executive and Group CFO & COO held regular meetings with our largest governance issues • Regular Chief Executive’s vodcast to update and discuss regulatory and other challenges • Ambassadors have been consulted on a range of business shareholders • Board discussion on investor sentiment and action for for ITV issues during 2023 including: ITV Together; 2023 • The Chief Executive and Group CFO & COO held meetings with target investors based in the management to conduct further analysis of ITV’s existing • Board members engaged directly with senior management and colleagues from across the Engagement and Culture survey; Speaking Up; 2023 new UK, US and parts of Europe and prospective investor base with the evolution of the business approach to Mandatory training; and 2023/24 Annual Pay equity story Review • The Chief Executive and Group CFO & COO both attended investor conferences during the • Announcement of the Board’s intention to pay an interim • Full Engagement and Culture survey (September 2023), and Line Manager Capability survey • Consideration of feedback to inform, amongst other things, year. These included the Citi, UBS, JP Morgan TMT, Barclays TMT and Morgan Stanley TMT dividend of 1.7p and propose a final dividend of 3.3p for 2023 (Summer 2023) communication with colleagues, development conferences opportunities and action planning by the Management • Chair, Chief Executive and Group CFO & COO held a Fund Managers’ dinner in November • Maintained investment grade credit ratings; refinanced the Board and Committee reviews and assessments £230 million bond which matured in December 2023 with a • Regular Workforce Engagement Director updates to the Board Board and Senior Leadership Team, and localised planning with a small group of senior fund managers £230 million Term Loan maturing July 2027; extended the by line managers across the business • Chief Executive and Group CFO & COO held meetings with equity sales teams and analysts maturity of the £500 million RCF; and agreed a new £100 • Employee engagement included as part of Chief Executive report at every Board meeting • The Workforce Engagement Director listened to the • The Board attended the AGM, with an opportunity for shareholders to ask questions RCF with Lloyds which mature across 2028 and 2029 • Board receipt of vodcasts from the Chief Executive to colleagues feedback and issues raised by the Ambassadors and shared before, during and after the meeting • Board and Management Board receipt of feedback from ITV’s staff networks, through them with the Board • The Remuneration Committee Chair met with Columbia Threadneedle, Dimensional Fund regular updates on Social Purpose and Diversity and Inclusion • Ongoing engagement, feedback and discussion with Advisors and Schroders to discuss the Remuneration Policy renewal • Nominations Committee session on talent and succession planning colleagues regarding their views on the successful delivery • Regular dialogue throughout 2023 between the Group CFO & COO, Group Finance Director • Theme from Line Manager Capability survey results addressed by a series of leadership of the Diversity Acceleration Plan and Group Treasurer, and the Rating Agencies and The Core Banking Group development labs and ongoing management training • Opportunity for Board members to talk to employees openly and transparently about the Remuneration Board and Committee reviews and assessments Committee’s approach to reward at ITV and gain insight into • Group CFO & COO reports on analyst consensus, latest shareholder feedback, changes in priorities for colleagues through the Ambassador Q&A and share register and key shareholder engagement activities undertaken by the Executive discussion session on remuneration Directors and Investor Relations team • ITV Fast Forward events with insightful topics and speakers • Board updates from the Company’s brokers and advisers on market performance, bid • Board review of feedback and results from the 2023 career defence and capital structure, and on shareholder sentiment regarding ITV’s performance, and development pulse survey strategy and dividend policy • Investment in people initiatives, including diversity and • Board members’ careful scrutiny of analyst reports throughout the year inclusion training, and ways of working • Update to the Board on ITV’s Climate Disclosures, assurance over its carbon footprint and • Investment in mental health and wellbeing support for actions being taken to prepare for further climate-related regulations colleagues • Assurance over ITV’s bench strength and succession Key issues or priorities identified Read more pipeline and continued progress to broaden diversity across • Strategy and investment priorities the business and endorsement of our 2023 people priorities Our Business Model (from page 2) • Strategic progress and delivery against strategic and financial KPIs and targets Key issues or priorities identified Read more • Capital allocation and leverage Investor Proposition (page 4) • Share price performance • Transparent and honest culture and ethos Risks and Uncertainties (from page 55) Social Purpose strategy (from page 32) • ESG data and performance • Flexible and digital ways of working Task Force on Climate-related Financial Disclosures • Mental health and wellbeing support Social Purpose strategy (from page 32) (from page 65) • Progress on our Diversity Acceleration Plan commitments Engaging with our Workforce (from page 94) • Retention and recruitment of talent (a principal risk) • Internal cultural change (a principal risk)