100 ITV plc Annual Report and Accounts 2023 ITV plc Annual Report and Accounts 2023 101 G BOARD EVALUATION O VE R NAN An evaluation of the Board and its Commi ees is carried C 2023 INTERNAL EVALUATION OUTCOMES AND ACTIONS E out annually and externally facilitated every three years, Areas of focus identified: Our key follow up actions: with an internal review conducted this year. Succession planning for the Executive A key focus for the Nominations Committee in The General Counsel and Company Secretary is leadership team. 2024, with recommendations on next steps to be responsible for driving the actions forward. They presented to the Board. compiled an action plan listing specific actions to address the findings of the evaluation and further A reweighting of agendas to include more time for Agendas and board papers reviewed to ensure enhance the Board’s effectiveness. The Board BOARD EVALUATION CYCLE strategic discussion. there is a clear link to strategy and KPIs for all will monitor the implementation of the follow-up matters tabled. actions and review progress against the Greater engagement and interaction with Continue having members of the Executive recommendations. management, and opportunities to meet with Leadership Team attend and present at Board other layers of the organisation. More engagement meetings. Plan opportunities for more director Year 1 (2023) Year 2 (2024) Year 3 (2025) with material stakeholders and partners. engagement with the wider management Group. Consider more trips away from London for Year 1 (2023) internal review focused on Year 1 progress reviewed internally, and Independent, externally facilitated the Board. year 1 issues raised and any new issues any areas of focus identified ahead of the review of: arising. The process for internal review is external evaluation in 2025. • Performance against targets set for 2024 More time reserved for Non-executive Director Work to set up future Board sessions with material determined on a year‑on‑year basis. • An external evaluation carried out by an only sessions. stakeholders and partners. NED-only sessions advisory firm build into Board meetings. • Areas of focus identified for 2026 PROGRESS AGAINST 2022 ACTIONS Action Outcome In 2023, the Board undertook an internally facilitated evaluation using bespoke online questionnaires. A description of the process followed for To increase focus on and gain deeper insight into The Chair held one-to-one sessions with the Non-executive Directors to establish the degree of this year’s review is detailed below. the development of strategy and related topics alignment and identify any gaps in current strategy/KPIs/narrative. identified in the Board Evaluation. The Chair fed the findings back to the Management team and then the Board with the recommendations for review. This included spending more time in Board meetings discussing strategy, focusing on STAGES 1–5 specific issues for deeper discussion and how to manage reporting of progress (e.g. in Board packs). A programme of deep dives into value drivers and strategic KPIs was delivered across the year. As a result the Directors were in agreement that they had correctly identified the main strategic challenges and now had good oversight of delivery. Stage 1 • The Chair’s relationships and communications Stage 4 with Board members; chairing and managing of To consider the future demands on the business The Chair considered the composition of the Board. Two new Non-executive Directors were appointed Evaluation process planning Board meetings; and relationships with the Consider results and agree actions and how to ensure that the Board is equipped to in the year to provide content and finance expertise. Company’s shareholders support the business and the Management team. A detailed review of succession planning for the Management Board and its direct reports was JULY – SEPTEMBER 2023 FEBRUARY 2024 The General Counsel and Company Secretary • Each individual’s preparation for and attendance The Board discussed the findings and endorsed the conducted with the Chief Executive at the scheduled annual session at the November Nominations undertook a detailed review of the externally‑run at meetings; ability to commit sufficient time; proposed action plan at its meeting in February Committee meeting (which was held after the evaluation questionnaires had been completed 2022 Board evaluation in order to develop the relationships with fellow Board members; the 2024. The findings of the evaluation exercise were by Directors). approach for 2023, incorporating extent to which knowledge and experience are fully considered when making recommendations in recommendations from the 2018 Code, Parker drawn upon; and overall contribution respect of the appointment and reappointment of Review and FRC Guidance on Board Effectiveness. Stage 3 individual Directors, and included an assessment A focused questionnaire was designed to gather of their independence, time commitment and individual Directors’ perceptions of the valuation and reporting individual performance. The respective 2024 AGM E effectiveness of the Board and its operations. DECEMBER 2023 Resolutions were considered and agreed by the Board. The proposed actions arising from the Stage 2 The General Counsel and Company Secretary evaluation were thoroughly discussed and agreed Questionnaire responses and one-to-one collated the individual responses, including for implementation and monitoring. analysis of themes and proposed actions. meetings A detailed report, setting out the findings of Stage 5 OCTOBER – NOVEMBER 2023 the evaluation, was provided to the Chair for consideration with the resulting report being Monitor progress The questionnaires were issued to Directors. tabled to the Board for further consideration The General Counsel and Company Secretary, FROM FEBRUARY 2024 ONWARDS and comment in December 2023. The Board will continue to oversee the progress regular attendees of the Board and Committee meetings and some external advisers also The evaluation found that the Board and its made in relation to the agreed actions to ensure completed certain sections of the questionnaires Committees continue to operate to a high their timely completion. to allow their views to be taken into account. standard. The Directors work effectively together The Nominations Committee will also continue to and value each other’s contributions at Board and play a key role in monitoring the actions relating to Directors were asked to comment on a range of Committee meetings. issues including: Board succession, composition, recruitment and • Board composition and diversity; dynamics and The Senior Independent Director led a separate induction. expertise; time management; Board support; evaluation of the Chair with the Non‑executive stakeholders and workforce engagement; Directors to appraise the Chair’s performance. strategic oversight; risk management and internal It was concluded that Andrew Cosslett’s controls; succession planning; and priorities for performance and contribution were strong and change that he demonstrates effective leadership. • Committee and Committee Chair effectiveness; annual plans and agendas; Committee composition; and time management