142 ITV plc Annual Report and Accounts 2023 ITV plc Annual Report and Accounts 2023 143 REMUNERATION REPORT CONTINUED G DIRECTORS’ REPORT O VE R NAN Historical performance The Directors present their Annual Report and the audited consolidated and C The graph below shows the TSR performance of the Company against the FTSE 100 index over the ten year period to 31 December 2023. E The FTSE 100 was chosen as ITV has been a member of the FTSE 100 during the ten year period. parent company financial statements for the year ended 31 December 2023. 180 ) 3 160 1 The Directors’ Report comprises this report and the entire Governance section including the Chair’s Governance Statement. In accordance 0 r 2 with the Financial Conduct Authority’s Listing Rules, the information to be included in the 2023 Annual Report and Accounts, where applicable, e 140 b m under LR 9.8.4, is set out in this Directors’ Report. Other information that is relevant to this report, and which is incorporated by reference, e 120 c e can be located as follows: 1 D 100 t 3 0 a 80 0 INFORMATION PAGE NUMBER o 1 60 d t e s Carbon and greenhouse gas emissions See page 35 a 40 b e r R ( 20 Corporate Governance Report See pages 75 to 142 S T 0 Culture See pages 96 to 99 31/12/2013 31/12/2014 31/12/2015 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/2020 31/12/2021 31/12/2022 31/12/2023 Directors’ service contracts See page 126 ITV FTSE 100 Employee engagement and involvement See pages 94 to 95 Source: Thomson Reuters Datastream Employee equality, diversity, reward, investment and inclusion See pages 37 to 39 Chief Executive remuneration Future developments of the business of the Group See pages 10 to 11 The table below provides a summary of the total remuneration received by the Chief Executive over the last ten years, including details of the Membership of the Board during the 2023 financial year See page 77 to 78 annual bonus pay-out and long-term incentive award vesting level in each year. Research and development See pages 10 to 11 Total Stakeholder engagement and Company’s business relationships See pages 84 to 91 remuneration Bonus % Award vesting £000 of maximum % of maximum Award type 2023 Carolyn McCall 2,881 56.41 100 ESP 2022 Carolyn McCall 3,690 81.72 38.96 LTIP Corporate 2021 Carolyn McCall 3,307 96.38 35.82 LTIP 2020 Carolyn McCall 1,150 – 8.83 LTIP Articles of Association: The Articles of Association may only be amended by special resolution of the shareholders. The current Articles 2019 Carolyn McCall 3,122 87.5 62.35 LTIP were adopted as the Articles of Association of the Company at the conclusion of the 2022 AGM and are available on our website. 2018 Carolyn McCall 3,695 73.6 – LTIP www.itvplc.com/investors/governance 2017 Peter Bazalgette (for the six month period served) 225 – – LTIP Adam Crozier (for the six month period served) 2,050 97.9 63 LTIP Auditor: The external auditor for the 2023 financial year was PricewaterhouseCoopers LLP. The Independent Auditor’s Report starting 2016 Adam Crozier 3,632 40 80 LTIP on page 149 sets out the information contained in the Annual Report which has been audited by the external auditor. 2015 Adam Crozier 3,881 96 75 LTIP 2014 Adam Crozier 4,842 94 75 LTIP The Audit and Risk Committee considered the performance and audit fees of the external auditor, and the level of non-audit work undertaken. It recommended to the Board that a resolution for the reappointment of PricewaterhouseCoopers LLP for a further year as the Company’s auditor be proposed to shareholders at the AGM on 2 May 2024. The long-term incentive award vesting percentage relates to the proportion of the award that met performance conditions in the relevant Change of control: No person holds securities in the Company carrying special rights with regard to control of the Company. All of financial year. the Company’s share schemes contain provisions relating to a change of control. Outstanding awards and options would normally vest and become exercisable on a change of control, subject to the satisfaction of any performance conditions and proration for time Shareholder voting where appropriate. At the 2023 AGM, the majority of investors and mainstream proxy voting agencies were supportive of the Remuneration Report. The Committee recognises that a limited minority of shareholders opted to not support the Director’s Remuneration Report, and it is understood that this was Certain of the Group’s debt and derivative instruments have change of control clauses whereby the counterparty can require ITV to repay or driven by a mix of factors. Select shareholders continue to retain reservations regarding the remuneration policy, which was approved by 92% redeem the instruments in the event of a change of control (although in some cases only if it is accompanied by a credit rating downgrade to of shareholders in 2021, and is subject to renewal at the 2024 AGM. Voting in some cases was partially influenced by broader company factors sub investment grade). The Company is not aware of any other significant agreements to which it is a party that take effect, alter or terminate not directly related to our pay practices. An extensive shareholder consultation was undertaken by the Committee in 2023 in advance of the upon a change of control of the Company. Policy renewal, with shareholders given the opportunity to raise these concerns. The Board continues to maintain dialogue with investors, and the Remuneration Committee has engaged with investors on numerous occasions over recent years. In many cases remuneration proposals Other agreements: The Company does not have any agreements with any Director or employee that would provide compensation for loss of have been adapted in direct response to investor feedback. While there is a recognition that there are differing viewpoints amongst our major office or employment resulting from change of control following a takeover bid. investors on matters relating to pay, we will continue to constructively engage with investors on matters and take into account their feedback as we make key executive pay decisions. Dividends: The Board has proposed a final dividend of 3.3 pence for the year ended 31 December 2023 subject to shareholder approval at the AGM on 2 May 2024. The final dividend will be paid on 23 May 2024 to shareholders on the register on 12 April 2024 (the record date). The Votes cast by proxy and at the meeting by poll in respect of the Executive Directors’ remuneration were as follows: ex-dividend date is 11 April 2024. For more information please refer to page 5. Resolution Number of shares Voting for % Number of shares Voting against % Total votes cast Votes withheld Political contributions: It is the Company’s policy not to make cash contributions to any political party. However, within the normal activities Remuneration Policy (2021 AGM) 2,708,902,059 92.23 228,270,767 7.77 2,937,172,826 250,200,490 of the Company’s national and regional news-gathering operations, there may be occasions when an activity might fall within the broader Annual Report on Remuneration (2023 AGM) 2,467,727,854 88.23 329,265,772 11.77 2,796,957,548 52,988,620 definition of ‘political expenditure’ contained within the Companies Act 2006. Shareholder authority for such expenditure was given at the 2023 AGM. During 2023 there were no payments made by the Group falling within this definition (2022: nil). The Directors will seek to renew this authority at the 2024 AGM. This Remuneration Report was approved by the Board on 7 March 2024 and has been signed on behalf of the Directors by Branches: Branches of the Group outside the United Kingdom are indicated in the Subsidiary undertakings and investments section on pages 238 to 242. SHARMILA NEBHRAJANI OBE CHAIR, REMUNERATION COMMITTEE 7 March 2024