128 ITV plc Annual Report and Accounts 2023 ITV plc Annual Report and Accounts 2023 129 REMUNERATION REPORT CONTINUED G O VE R NAN Each Non-executive Director, including the Chair, has a contract of service or letter of appointment with the Company. Non-executive C Directors will serve for an initial term of three years, subject to election and annual re-election by shareholders, unless otherwise terminated CASCADE OF REMUNERATION THROUGH THE ORGANISATION E earlier by and at the discretion of either party upon one month’s written notice (12 months for the Chair). The Directors’ service contracts and letters of appointment are available for inspection at the Company’s registered office. Employment conditions elsewhere in the Company The table below summarises how remuneration compares across the different groups of employees The Committee has responsibility for ensuring effective engagement and alignment with the workforce in relation to remuneration and throughout the company. related policies and practices. When setting the policy for Directors’ remuneration, the Committee considers the pay and employment EMPLOYEES AT ALL LEVELS conditions of employees to ensure fairness across the organisation. Although it does not consult directly with employees in respect of determining the Directors’ Remuneration Policy, it receives general feedback from employees via the HR function as part of the output from Element of pay Description the employee Engagement and Culture survey and receives a report on employment practices elsewhere in the Company. Graham Cooke, Base salary Salaries are reviewed annually, with Executive Directors normally receiving a salary increase in line with that received by the as our designated Workforce Engagement Director, regularly attends Ambassador meetings to understand any views and concerns colleagues wider workforce. In 2024 there was a tiered approach to the annual pay review based on salary level. Lower earners in the business may have on this matter and is responsible for sharing these with the Committee – more information on this can be found in the Corporate received 6%, higher earners including the Executive Directors and Management Board received 3%, and all other employees received Governance section of this Report. In her role as Chair of the Committee, Sharmila Nebhrajani joined Graham at an Ambassador meeting in between 4-5%. June 2023 in order to share the Committee’s approach to remuneration in the wider context. ITV has held the Living Wage accreditation since 2014 and was the first broadcaster to do so. We pay the London Living Wage in London and the Living Wage outside of London. This means that we pay everyone, from employees and apprentices to contractors The approach to determining the compensation for employees globally follows the same principles as for our Executive Directors. and temporary workers, at least the hourly rate set independently and updated annually by the Living Wage Foundation, which is Consideration is given to the level of experience, responsibility, individual performance and remuneration paid for comparable roles within higher than the government’s National Minimum Wage and National Living Wage rates. the market. The Committee considers data on pay trends and practices, such as gender pay gap information, and the CEO to worker pay ratio. Flexible benefits A range of benefits are available to all employees, providing financial security, encouraging a healthy and balanced lifestyle, and Incentive arrangements across the Company are tailored based on the nature of the role. Bonuses operate on a wide basis across the helping individuals make their pay go further. Company and long-term share awards are offered to senior management. Being a great place to work is key to developing our culture. Pay is All employees receive the following benefits: just one factor used to attract, retain and develop a talented and diverse workforce. More information on ITV’s commitment to investing in • Five weeks holiday each year, plus bank holidays, and an extra two days after five years’ service and building a productive, creative and diverse workforce can be found in the Social Purpose section of this Annual Report and Accounts. • Enhanced Company sick pay and family friendly policies, including maternity, paternity, adoption and shared parental leave • Income protection cover of 50% of salary Shareholder views • Life assurance cover at four times annual basic salary The Committee maintains regular and transparent communication with shareholders. We believe that it is important to regularly meet with • Wellbeing benefits, including an annual wellbeing day, a range of digital health services and an Employee Assistance Programme our key shareholders to understand their views on our remuneration arrangements and what they would like to see going forward. We welcome (EAP) providing a confidential helpline and additional support feedback from shareholders at any time during the year. There are also voluntary benefits available for employees to choose from, including the opportunity to buy up to six weeks’ extra holiday, a Cycle to Work scheme, a salary sacrifice car benefit, gym membership, private healthcare and a health cash plan, which Where we are proposing to make any significant changes to the remuneration framework or the manner in which the framework is operated we includes optional hospital treatment insurance. would seek major shareholders’ views and take these into account. In recent years, the Committee has consulted with major shareholders We continually look for opportunities to evolve our employee benefits in cost effective ways that support both the needs of the regarding the operation of the Policy on numerous occasions. business and our diverse workforce. Prior to the adoption of the Policy at the 2021 AGM the Committee undertook extensive consultation with major investors regarding the Pension Employees at all levels can participate in our pension arrangements. proposed changes to the pay structure. Engagement with investors on matters relating to executive pay have continued in subsequent years Eligible employees are invited to join the Defined Contribution Plan and can choose to make a core contribution between 3–6% of their and discussions were held prior to the proposed renewal of the Policy at the 2024 AGM. Throughout the period the major proxy agencies have pensionable earnings, which ITV will match and in addition pay a further 3% (i.e. up to 9% in total). remained supportive of our remuneration proposals. Whilst the vast majority of our investors have consistently voted in favour of our pay A small number of senior executives have pension contributions paid into their personal pension or receive a cash allowance in lieu resolutions, the Committee recognises that there are a diverse range of views amongst investors, particularly in relation to restricted share of contributions. proposals. Whilst the Committee remains satisfied regarding the rationale and benefits of the existing pay model, it will continue to monitor Save As You Earn All eligible UK employees have the opportunity to benefit from ITV’s long-term performance and share price growth by participating in the effectiveness of the Policy going forward to ensure it continues to support execution of the strategy and the views of our major the Save As You Earn plan. They can save up to £500 per month over a three or five year period to acquire shares in the Company at a shareholders continue to inform and guide our overall approach. 20% discount to the share price at the start of the savings period. We intend to maintain a dialogue with our shareholders in future years, particularly when the Committee anticipates any substantial change Annual All ITV employees have an annual bonus opportunity which is based on a % of salary for senior roles and those in Sales, or the same to the remuneration framework. bonus – cash maximum monetary value for all other employees. In 2023 the employee bonus opportunity was £2,000, with the 2023 bonus paying out at £764. A thank you payment of £636 was made to uplift the amount paid to employees. SENIOR EXECUTIVES Element Summary of policy Deferred Share Senior Executives are required to defer one-third of their bonus into ITV shares for three years. Award Plan Executive Share Share-based awards are granted to selected senior leaders across the business which vest on the third anniversary of grant subject to Plan the Committee’s assessment of the performance underpin. Grant levels are generally expressed as a % of salary, with award levels linked to role and seniority. The detailed terms of operation vary by jurisdiction to reflect local market, legal and tax considerations. For Executive Directors any vested awards are subject to an additional two year holding period. Shareholding The Executive Directors and other members of the Management Board, are subject to shareholding guidelines that align their guidelines interests with those of shareholders. The Executive Directors are also subject to post-cessation shareholding guidelines, aligning their interests to shareholders for two years after their employment with ITV ceases.