80 ITV plc Annual Report and Accounts 2023 ITV plc Annual Report and Accounts 2023 81 MANAGEMENT BOARD CONTINUED G CORPORATE GOVERNANCE O VE R NAN KYLA MULLINS ADE RAWCLIFFESIMON The wrien responsibilities of the Chair, Senior Independent C General Counsel and Group Director of FARNSWORTH E Company SecretaryDiversity and Chief Technology Director and Chief Executive are available on the ITV plc website: InclusionOfficer www.itvplc.com OUR GOVERNANCE STRUCTURE Appointed: January 2019 Appointed: September 2020 Appointed: January 2024 Experience: Kyla joined ITV as General Counsel Experience: Ade joined ITV as Head of Diversity Experience: Simon joined ITV as Chief Technology and Company Secretary and member of the Commissioning in 2017. She was later promoted to officer and member of the Management Board in Management Board in 2019.Director of Creative Diversity, before taking on the January 2024. He has overall responsibility for role of Group Director of Diversity and Inclusion technology strategy and implementation The PLC Board She has responsibility for legal, company and joining the Management Board in 2020. secretariat, compliance and regulatory matters Prior to joining ITV, he served as News UK’s EVP, Responsible for providing leadership to the Group’s business, including setting the Group’s purpose, strategy and values and promoting its across the ITV Group.Ade has responsibility for all diversity and inclusion Chief Technology Officer and prior to that held key long‑term sustainable success. Prior to joining ITV, Kyla held senior legal positions related matters across the Group, including roles at Discovery Globecast Australia and Telstra in the media, entertainment, strategic outsourcing leading, developing and growing ITV’s Diversity, Broadcast Services. and aviation sectors. She was General Counsel and Equity and Inclusion strategy on and off screen. Company Secretary at easyJet plc and Mitie Group Prior to joining ITV, Ade spent over ten years at PLC Board Committees plc; Global General Counsel of EMI Music; and Channel 4, most recently leading Creative Diversity, The terms of reference for each Committee are documented and agreed by the PLC Board. These terms of reference are reviewed annually Group Legal Director at ITV plc and Granada Media. where she supported and nurtured the careers of and are available on our website: www.itvplc.com/investors/governance/terms‑of‑reference. Kyla is currently Chair of Independent Television diverse creative talent and sought out and News (ITN) and is also a Non-executive Director commissioned a slate of developments which on the Board of Northern Ballet.encouraged diversity, risk-taking and innovation. Ade is currently a Board Member of Independent Nominations Remuneration Audit and Risk Disclosure Our Ambassador Television News (ITN) Trustee of BAFTA, Chair of CommitteeCommittee Committee Committee Network BAFTA’s Learning, Inclusion and Talent Committee, See the See the See the Audit and Risk Committee Consists of the Chair of Discusses and PAUL MOORE and a Trustee of the National Trust.Nominations Remuneration Report. the Board, Chief inputs into Group Committee Report. Executive, Audit and Risk significant Communications Report. Committee Chair, Group proposals and and Corporate CFO & COO, and General initiatives Affairs DirectorMAGNUS BROOKE Counsel and Company impacting our Director of Strategy, Secretary. The Director colleagues. of Investor Relations Policy and Regulation Our designated Duty of Care Operating Board also attends meetings. Workforce The Committee assists Engagement Consisting of key Management Board the Company in meeting Appointed: July 2018 members, including the Chief its disclosure Director reports Executive and the independent Chief obligations, and reviews back to the Board Experience: Paul joined ITV as Group on the Network’s Communications and Corporate Affairs Director Psychological Officer. The Operating and approves regulatory Board oversees the Group’s duty of and other activities and his and a member of the Management Board in 2018. engagement with Appointed: February 2021 care processes on screen and across announcements before He has responsibility for all Group communications ITV, monitors and assesses the publication but post the the Network. including corporate and internal communications, Experience: Magnus joined ITV in 2006 and processes in place to ensure they Board’s approval given public affairs, programme publicity and the Social was promoted to the Management Board in continue to be effective and evolve subject to final agreed Purpose strategy.February 2021. as necessary. The Operating Board changes. Prior to joining ITV, Paul was the Communications He has Board responsibility for ITV’s strategy, meetings are chaired by the Chief and Public Affairs Director at easyJet plc for eight policy and regulatory teams, which includes Executive, and the Audit and Risk years and before this worked for FirstGroup and overseeing ITV’s corporate strategy development Committee Chair attends on behalf Virgin Atlantic Airways where he was Director of and leading on interaction with UK and European of the Board. Corporate Affairs for ten years. Paul first started regulators, government and parliamentary his career as a civil servant and worked for the committees. Department of Transport. Chief Executive From 2014 to 2019 Magnus was Chairman of the Board of the Brussels based Association of Responsible for the day‑to‑day running of the Group’s business and performance, the development and implementation of strategy and Commercial Television in Europe, which represents promoting our culture and standards. Europe’s commercial broadcasters to the EU institutions. Magnus is a Director and Chair of the Remuneration Committee of Everyone TV (formerly DUK) which runs the Freeview and Management Board Freesat platforms and he was a Non-executive Led by the Chief Executive, the Management Board members are collectively responsible for overseeing and driving the overarching Group Director of the news provider ITN for three years financial and operational performance and executing on the strategic initiatives required to deliver the Group’s strategy set by the Board. from 2019 to 2022. The Management Board balances the needs and resources of the business divisions to make decisions based on what’s best for ITV as a whole. Prior to joining ITV Magnus was Head of the BBC Director General’s Office. He began his career as a solicitor specialising in regulatory and competition law at City of London law firm Ashurst, where he Studios Board Media & Entertainment Board also trained. Responsible for developing and implementing strategic Responsible for developing and implementing strategic objectives and operational plans for the ITV Studios business, objectives for the Media & Entertainment business (Broadcast, monitoring operational and financial performance, and Commercial, Streaming (ITVX), Interactive and Data business assessing and managing risk, in line with the Group’s risk units), monitoring operational and financial performance, and management framework. assessing and managing risk, in line with the Group’s risk management framework.