144 ITV plc Annual Report and Accounts 2023 ITV plc Annual Report and Accounts 2023 145 DIRECTORS’ REPORT CONTINUED G O VE R NAN Directors Subsequent events C Appointments: A table showing Directors who served in the year and to the date of this report can be found on page 82. Biographies for For details on post balance sheet events see note 5.3 on page 226. E Directors currently in office can be found on pages 77 and 78 and on our website. Pensions www.itvplc.com/about/board‑of‑directorsThe Company operates a number of pension arrangements which provide retirement and death benefits for colleagues. The appointment and replacement of Directors is governed by the Articles of Association, the UK Corporate Governance Code, the Companies ITV Pension Scheme (the Scheme): The Scheme is predominantly a Defined Benefit (DB) scheme, which is closed to future accrual, but also Act 2006 and related legislation. The Directors may from time to time appoint one or more Directors. Any such Director shall hold office only includes a small Defined Contribution (DC) section closed to future contributions. until the next AGM and shall then be eligible for appointment by the Company’s shareholders in accordance with the Corporate Governance Code. Subject to annual shareholder approval, Non-executive Directors are appointed for an initial three year period and annually thereafter. ITV Pension Scheme Limited (a wholly owned subsidiary of ITV plc) is a corporate Trustee and manages the Scheme under a trust which is Each Director will retire and submit themselves for election or re-election at the forthcoming AGM. separate from the Company. Members of the Trustee board are formally appointed as directors of ITV Pension Scheme Limited. There are six Conflicts of interest: The Board has delegated the authorisation of any conflicts to the Nominations Committee and has adopted a directors including the Chair – four appointed by the Company and two nominated by the members. The Company appointed Trustee directors Conflicts of Interest Policy. The Board has considered in detail the current external appointments of the Directors that may give rise to a include the Chair and two professional independent Trustees. situational conflict and has authorised potential conflicts where appropriate. This authorisation can be reviewed at any time but will always Currently, the Trustee has one committee: Corporate Affairs. The Corporate Affairs Committee is convened as and when appropriate for be subject to annual review. dealing with any corporate activities that may arise. The Trustee board holds regular meetings throughout the year at which key issues and Powers including in relation to issuing or buying back shares: Subject to applicable law and the Company’s Articles of Association, more routine business matters are dealt with. A budget is agreed each year. The Trustee board manages risk through its meeting agendas the Directors may exercise all powers of the Company, including the power to authorise the issue and/or market purchase of the Company’s and has a conflicts of interest policy and maintains a register of interests for each Trustee director, which are reviewed regularly. It is the shares (subject to an appropriate authority being given to the Directors by shareholders in a general meeting and any conditions attaching responsibility of the Trustee to have in place appropriate training for its directors and effective committee structures. The Trustee directors to such authority). The Articles and a schedule of Matters Reserved for the Board can be found on our website (below).receive regular training throughout the year and also have the support of various professional advisers. The Group pensions department helps identify training opportunities. Training is delivered both by attendance at external courses and with targeted training to support www.itvplc.com/investors/governancespecific agenda items at the start of the relevant Trustee board meeting. Where appropriate, longer training sessions are organised. Comprehensive records are kept of all training completed by each Trustee director. The Trustee board completes regular assessments At the 2023 AGM, the Directors were given the following authority:of its advisers. • To allot a maximum of 1.34 billion shares, representing approximately one-third of the Company’s issued share capital, extending The Chair confirms in an annual statement that the Trustee meets its legal duties in relation to the DC section as required under the Pensions to 2.68 billion if used for a rights issueRegulator’s Code of Practice 13. • To allot a maximum of 402.5 million shares, without first offering them to existing shareholders in proportion to their holdings, representing approximately 10% of the Company’s issued share capitalFull valuations are carried out every three years. The latest actuarial valuation of the main DB scheme was due as at 1 January 2023 with the • To purchase in the market a maximum of 402.5 million shares, representing up to approximately 10% of the Company’s issued share capitalexercises expected to be completed within the statutory deadline of 31 March 2024. Under these authorities 27 million shares were allotted and no shares were bought back during the 2023 financial year and up to the date of this ITV Defined Contribution Plan (the Plan): The trust based Plan was established to accept contributions from 1 March 2017 for ex-DB report. On 7 March 2024 ITV announced that it had commenced a programme to purchase the Company’s shares up to a maximum members and DC members who transferred from the Scheme. Eligible fixed term and permanent employees are invited to join the Plan after consideration of £235 million using the authority granted by shareholders at the 2023 AGM. The continuation of the programme after the 2024 completing the required time in the Company’s Auto-Enrolment (AE) arrangement – the AE Section of the Plan, which was set up on AGM is subject to shareholder authority being granted at the 2024 AGM and, following the expiry of such authority, the shareholder authority 1 April 2020. These individuals are given the opportunity to transfer funds from the AE plan and make backdated contributions within granted at the Company’s Annual General Meeting to be held in 2025.permitted levels. Insurance and indemnities: The Company maintains liability insurance for its Directors and officers that is renewed on an annual basis. The ITV DC Trustee Limited (a wholly owned subsidiary of ITV plc) is a corporate Trustee and manages the DC assets, which are held under trust Company has also entered into deeds of indemnity with its Directors and certain directors of associated companies. A copy of the indemnity separately from the Company. Members of the Trustee board are formally appointed as directors of ITV DC Trustee Limited. There are five can be found on our website. The indemnity, which constitutes a qualifying third-party indemnity as defined in Section 234 of the Companies directors including the Chair — three appointed by the Company and two nominated by the members. It is the responsibility of the Trustee Act 2006, was in force during the 2023 financial year. to have in place appropriate training for its directors. The governance framework for managing the Plan and developing the board is in line with that in place for the ITV Pension Scheme. Disclosures The Chair confirms in an annual statement that the Trustee meets its legal duties in relation to the DC Plan as required under the Pensions Listing Rule 9.8.4 disclosures: There are no disclosures to be made under Listing Rule 9.8.4, other than that the Trustee of the Employees’ Regulator’s Code of Practice 13. Benefit Trust (EBT) waived its rights to receive dividends on shares it holds which do not relate to restricted shares held under the ITV Deferred Share Award Plan. See note 4.8.Ulster Television Pension and Assurance Scheme (the UTV Scheme): The UTV Scheme provides DB benefits. It closed to future accrual with effect from 31 March 2019. Financial risk management: The Directors have carried out a robust assessment of the principal and emerging risks facing the Company, including in relation to its business model, future performance, solvency and liquidity. Details of our principal risks and associated mitigations, UTV Pension Scheme Limited (a wholly owned subsidiary of ITV plc) is a corporate Trustee and manages the DB assets, which are held together with details of our approach to risk management, are set out on pages 55 to 64. Note 4.2 to the financial statements gives details of under trust separately from the Company. Members of the Trustee board are formally appointed as directors of UTV Pension Scheme Limited. the Group’s financial risk management policies and related exposures. Note 4.2 is incorporated by reference and deemed to form part of this There are five directors including the Chair — three appointed by the Company (including a professional Trustee as chairman) and two report. nominated by the members. It is the responsibility of the Trustee to have in place appropriate training for its directors. The governance framework for managing the UTV Scheme and developing the board is in line with that in place for the ITV Pension Scheme. Going concern: The going concern statement is set out on page 162. The statement is incorporated by reference and deemed to form part of this report. Full valuations are carried out every three years. The latest actuarial valuation of the UTV scheme was due as at 1 July 2023. Data: As a part of our business activity, ITV processes large amounts of personal data. ITV recognises that to enable this use of personal data The People’s Pension: Since 2013, employers within the Group have been required to enrol all eligible individuals into a pension scheme to transform our business and to meet the expectations of our viewers, advertisers and colleagues, it is critical that we continue to build on our automatically (auto-enrolment). This applies to all eligible individuals who are contracted to work for us, regardless of their contract type or tax approach to applying privacy in a lawful and ethical way. A programme of work to support this has been led by our Global Data Protection status (i.e. it applies to workers and not simply employees). For freelancers and employees not eligible to join the DC Plan, the auto-enrolment Officer. The work includes making improvements to our data governance framework and delivering our data privacy function to protect rights, plan is provided by a company called The People’s Pension under a master trust which is run by an independent board of Trustee directors and engender trust and make data available for commercial purposes. ITV has a number of policies, procedures and tools in place to support this, eligible individuals are enrolled into this arrangement. including our Privacy and Data Protection Policy and an Information Security Policy that governs the processing and security of data. Compliance with these policies is mandatory and forms part of the Code of Ethics and Compliance. All colleagues undergo regular training to Pension Scheme indemnities: Qualifying pension scheme indemnity provisions, as defined in Section 235 of the Companies Act 2006, were in remind them of their responsibilities under these policies. Privacy and data protection is kept under review by the Audit and Risk Committee.force for the financial year ended 31 December 2023 and remain in force for the benefit of each of the directors of ITV Pension Scheme Limited, ITV DC Trustee Limited and UTV Pension Scheme Limited. These indemnity provisions cover, to the extent permitted by law, certain losses or liabilities incurred as a director or officer of ITV Pension Scheme Limited, ITV DC Trustee Limited and UTV Pension Scheme Limited.