GOVERNANCE DIRECTORS’ REPORT CONTINUED S DIRECTORS TR Details of Directors who served throughout the year are set out in the table below. Daniel Li, Jean Tomlin and Cyrus Jilla will be offering themselves for A TE election in accordance with the Company’s Articles of Association at the 2024 AGM and all the remaining existing Directors will be offering themselves for G I re-election. C R Name Date of appointment Date of cessation E P Lawrence Stroll 20 April 2020 O R 1 T Amedeo Felisa 4 May 2022 as CEO Doug Lafferty 1 May 2022 Ahmed Al-Subaey 1 November 2022 G Sir Nigel Boardman 1 October 2022 O Michael de Picciotto 24 April 2020 VE Robin Freestone 1 February 2021 R Cyrus Jilla 27 October 2023 NAN Daniel Li 28 July 2023 C Dame Natalie Massenet, DBE 8 July 2021 E Marigay McKee, MBE 8 July 2021 Franz Reiner 8 July 2021 F I Scott Robertson 1 November 2022 NAN Antony Sheriff 1 February 2021 17 May 2023 C Dr. Anne Stevens 1 February 2021 IAL Jean Tomlin, OBE 27 October 2023 S T 1 Amedeo Felisa was appointed an Independent Non-executive Director on 8 July 2021 and was appointed Chief Executive OfÏcer on 4 May 2022. A T E M DIRECTORS’ INSURANCE AND INDEMNITIES ANNUAL GENERAL MEETING E N The Company’s Articles of Association provide for the Directors and The Company’s Annual General Meeting (AGM) will be held T S ofÏcers of the Company to be appropriately indemnified subject to electronically by audio webcast at 10.30am on Wednesday 8 May the provisions of the Companies Act 2006. In addition, the Company 2024. The Notice of the AGM will be available on the Company’s F maintains Directors’ and OfÏcers’ liability insurance, which provides website at www.astonmartinlagonda.com/investors. U R cover for legal actions brought against its Directors and ofÏcers. T H Neither the Company’s indemnity nor insurance covers claims arising ARTICLES OF ASSOCIATION E R from dishonesty or fraud. In addition, each Director of the Company The Articles of Association set out the internal regulation of the INF also has the benefit of prospectus liability insurance which provides Company and cover such matters as the rights of shareholders, the cover for liabilities incurred by Directors in the performance of their appointment or removal of Directors, and the conduct of the Board OR duties or powers in connection with the issue of the following and general meetings. Copies are available from the Company M A documents (as applicable): Secretary. In accordance with the Articles, Directors can be appointed T I or removed by the Board or by shareholders in a general meeting. ON – The Company’s prospectus dated 20 September 2018 in relation to Amendments to the Articles must be approved by at least 75% of the Company’s listing on the premium listing segment of the those voting in person or by proxy at a general meeting of the Financial Conduct Authority’s OfÏcial List and admission to trading Company. Subject to UK company law and the Articles, the Directors on the Main Market for listed securities of the London Stock may exercise all the powers of the Company, may delegate authorities Exchange. to Committees, and may delegate day-to-day management and – The Company’s combined prospectus and circular dated 27 decision-making to individual Executive Directors. Details of the February 2020 (together with the two supplementary Board Committees can be found on page 84. prospectuses) in relation to the placing of ordinary shares and the rights issue. The rules governing the appointment and removal of a Director are – The Company’s prospectus dated 5 September 2022 in relation to set out in the Company’s Articles of Association. Specific details the placing of ordinary shares and the rights issue. relating to the significant shareholder groups and their right to appoint Directors are set out on page 126. No amount was paid under any of these indemnities or insurances during the year other than the applicable insurance premiums. CORPORATE GOVERNANCE STATEMENT Under the Disclosure and Transparency Rules, a requirement exists for In accordance with Section 236 of the Companies Act 2006, qualifying a Corporate Governance Statement to be included in this Directors’ third-party indemnity provisions are in place for the Directors in Report. The corporate governance statement, explaining how the respect of liabilities incurred as a result of their ofÏce, to the extent Group complies with the Governance Code, is set out on page 82. A permitted by law. Both the insurance and indemnities applied description of the composition and operation of the Board and its throughout the year ended 31 December 2023 and up to the date of Committees is set out on pages 84-122. Other than the areas of non- this Report. compliance identified on page 82, the Company has complied ASTON MARTIN LAGONDA ANNUAL REPORT AND ACCOUNTS 2023 124