54 ITV plc Annual Report and Accounts 2023 ITV plc Annual Report and Accounts 2023 55 S NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT CONTINUED T RISKS AND UNCERTAINTIES R A T E G I Risk Landscape C R ANTI-CORRUPTION AND ANTI-BRIBERY E P O Policies Due diligence and implementation Outcomes of policies and related KPIs Related principal risks (pages 57 to 64) R The increasing pace of change in the market and the continued impact of the T • Our Code of Ethics and Conduct • All colleagues and Board members • We take a zero-tolerance approach • Legal and regulatory macroeconomic environment and global uncertainty means we must continue to (Our Code) promotes the highest are required to complete annual to bribery and corruption and are non-compliance (including with standards of ethical business and mandatory training aligned with committed to acting professionally, the Bribery Act 2010) is recognised be agile in the way we implement our strategy and manage the resulting risks. reinforces the importance of Our Code, and systems are in place fairly and with integrity in all our as a principal risk. We have a awareness of compliance through the Speaking Up business dealings and relationships compliance programme in place requirements framework to enable employees to wherever we operate, as well as to mitigate the risk of bribery, • Our Anti-Bribery Policy sets out our identify and raise issues, including implementing and enforcing which is articulated in our responsibilities and provides suspected wrongdoing, fraud or effective systems to counter Anti-Bribery Policy Our approach SPOTLIGHT ON… ITV’s risk oversight and governance information and guidance on what malpractice in the workplace bribery and corruption The focus in 2023 has been on evolving our framework has been set up to assist the bribery is and how to deal with • Bespoke training on the approach to risk management to ensure it CLIMATE PLC Board in fulfilling its responsibility bribery and corruption issues. Anti-Bribery Policy is provided to remains appropriate for the risk landscape for overseeing the management of risk Those working for or with us must employees working in roles or • We approach the actual and emerging risks across ITV. observe and uphold the policy territories at higher risk of bribery and proportionate so as not to stifle and corruption issues creativity. We started the year by reassessing associated with the climate no differently • Our Sanctions Policy ensures that to how we manage any other risk faced by The Risk and Compliance Steering the business complies with all • Compliance with the Anti-Bribery our risk landscape and deep diving into the ITV. The activities taken to manage our Committee (RCSC) plays an integral part relevant international and financial Policy is kept under review and risk categories that this is made up of. The responsibilities related to emerging in assisting the Management Board in sanctions in force at the time by the reported to the Management Board learnings from this exercise allowed us to regulations, investor expectations and our overseeing the management of risk across US, UN, EU or UK government and Audit and Risk Committee adapt our approach to further drive external disclosure requirements are of • Our Supplier Code of Conduct sets biannually standardisation in our risk management particular interest to the Board. ITV. It provides the central teams and out our expectation of our suppliers • Bribery and corruption risks are processes and enhance our understanding divisions with a route to escalate risks and • Upskilling and educating the business commissions deep dives into principal and to comply with all anti-bribery laws reviewed annually by the Audit of ITV’s most critical risks. forms the basis for ensuring we have and Risk Committee, as is wider effective management and accountability emerging risks to enhance understanding policy compliance Our approach places emphasis on the for our environmental obligations. This is of the key drivers, mitigating activities importance of collaboration between the supported by a network of green leads to and identify further management Central teams that set expectations and the support both the owners of climate-related activity required. risks and colleagues across ITV to Divisions. On a periodic basis, the Divisions transform our business so we are fit to The Management Board conducts a robust review their exposure to the key risk thrive in a sustainable economy. Our assessment of principal and emerging risks categories managed centrally to identify any Sustainability team acts as the glue to significant and emerging risks that might oversee these activities, join the dots and faced by the Group twice a year. This includes affect their performance. In addition, the provide advice and guidance. consideration of the potential impact and Divisional Leadership teams bring together • Whilst we do not categorise Climate as a probability of each of these occurring. The their most significant risks and uncertainties, standalone principal risk, which could outcome of these assessments is presented including emerging risks, for discussion and materially threaten our viability or strategy, to the Audit and Risk Committee and the we recognise that climate needs to be PLC Board for review and approval. prioritisation. This ‘top-down’ and ‘bottom- considered as part of our everyday up’ approach is facilitated and overseen by activities and is intrinsically linked to many the Group Risk team. of our risks. SPOTLIGHT ON… • For more information on our climate- CLIMATE Emerging risks related risks, see our Climate-Related Financial Disclosures Report. Given the changing landscape in which we • The Climate Action Delivery Group (CADG) operate, we have increased our focus during has been established to support the 2023 on identifying and understanding the Management Board in overseeing the emerging risks we face so we can proactively Risk appetite management of climate-related risks. This take action now. This involved expanding the Group, chaired by the CFO/COO, meets o help focus the way we manage our T four times a year to review and challenge ongoing horizon scanning performed to principal risk categories, the Board has progress against plans, deep dive into embed it as a key consideration when defined our risk appetite for each one to escalated risks and identify areas where assessing the current position of each enable us to strike the right balance between further management activity is required. principal risk category. risk taking and risk mitigation. Our risk • The CADG plays an important role in ITV’s appetite reflects ITV’s willingness to be risk oversight and governance. It reports Our two key emerging risks are climate and innovative and open to ideas as we pursue and escalates key risks to the RCSC that the transformative impact of Generative our strategy, whilst maintaining our low are considered as part of the Management Artificial Intelligence (Generative AI). Board’s robust assessment of principal and tolerance in operational areas, such as duty emerging risks. It also provides updates to of care, data protection and corporate the Management Board, Audit and Risk compliance. Committee and PLC Board on progress against climate-related targets and our Risk leadership and governance climate-related disclosures for review and challenge. Our leadership plays an important role in ensuring risk management is considered in key decision making. Each of our principal risk categories has a Management Board sponsor. They articulate each risk, how we manage them and the actions being taken to operate within our risk appetite.