GOVERNANCE NOMINATION COMMITTEE REPORT CONTINUED S The Committee discussed the impact of the additional two Y TR Shareholder Representative Director appointments during the year on A A the overall independence of the Board. The Committee concluded TE N D G O I that appointing an additional three Independent Non-executive I C T R Directors to comply with the independence requirements of the Code C U E would take the Board up to a total of 18 Directors which could be D P N O detrimental to the effective operation of the Board. Ensuring that the R D I T Board is kept at a manageable size so as to continue to facilitate R A effective discussion and decision making needs to be balanced with O the benefits that independence brings. The Committee also noted the N B G I O Shareholder Representative Directors act independently of one L another so there is no dominant collective voice in the boardroom. M VE O R The Board has a high calibre of experienced Independent N T NAN A Non-executive Directors who ensure effective independent challenge E J C and debate at Board meetings. Therefore, despite not being in E compliance with the independence requirements of the Code, the Committee is comfortable that the Board operates with sufÏcient All new Directors are also provided with access to the Company F independence of thought and power. electronic Board paper system which provides easy and immediate I access to all key governance documents, including Board and NAN The composition of the Committee meets the independence Committee papers, and terms of reference. C requirements of the Code, as does the Audit and Risk Committee and IAL the Remuneration Committee. Where appropriate, new Directors also meet with institutional S T investors, the Company’s External and Internal Auditors and A T Overboarding remuneration consultants. Continuing training and education E M The Board follows the Institutional Shareholder Services (ISS) proxy opportunities are available to all Directors to support the fulfilment of E N voting guidelines on overboarding and accordingly deems all its their individual duties or collective Board role and to develop their T Non-executive Directors to be within these guidelines. The Board understanding of the business. The arrangements are overseen by the S appreciates that other proxy bodies and institutional investors impose Company Secretary and can be internally or externally facilitated. F more stringent guidelines than ISS and that each individual’s portfolio Directors are also encouraged to participate in seminars and events U R of appointments must be considered on a case-by-case basis, which hosted by external organisations in different sectors to keep abreast T H the Board duly does before approving any appointments and then, on of broader societal trends, expectations and issues with a view to E R an annual basis, to assess whether each member of the Board is able to developing broader perspectives and insights and developing wider INF continue contributing effectively. The Board was not asked to approve debate within Board discussions. any additional significant external appointments for any of our OR Directors during the year. SUCCESSION PLANNING M A The Board has a duty to ensure the long-term success of the Company, T I Election and re-election of Directors which includes ensuring that it has a steady supply of talent for ON The election, in accordance with the Company’s Articles of Association, executive positions and established succession plans for Board of Daniel Li, Jean Tomlin and Cyrus Jilla will be proposed for positions. Throughout the year the Committee has reviewed and shareholder approval at the Annual General Meeting in May 2024. All assessed the composition of the Board and its aggregate skills, the other Directors will stand for re-election at the Annual General experience and knowledge and the current and future needs of the Meeting in May 2024 with the support of the Board. The Board Board as new appointments to the Board have been made. considers all Directors to be effective and committed to their roles and to have sufÏcient time to perform their duties. The Committee will continue to consider the Group’s succession planning on a regular basis to ensure that any further changes to the Director induction and training Board are proactively planned and coordinated. The Committee Following appointment, all Directors receive a comprehensive and monitors the development of the Executive Committee’s direct tailored induction programme which is designed through discussion reports team to ensure that there is a diverse supply of senior with the Chair and the Company Secretary having regard to existing executives in the talent pipeline. The Committee intends to focus expertise and any prospective Board Committee roles. The induction more on Executive Committee succession planning in the year ahead. includes but is not limited to face-to-face meetings with Board members and the Executive Committee as appropriate, briefings on During the year, the Executive Committee was strengthened by the the Company’s strategy, investor relations, Board and Company appointments of Giorgio Lasagni as Chief Procurement OfÏcer and policies, processes and procedures and training on the role of a Vincenzo Regazzoni as Chief Industrial OfÏcer. Their biographies and director of a listed company. those of the other members of the Executive Committee can be found on pages 80-81. As at 31 December 2023, the Executive Committee Jean Tomlin spent a day in Gaydon as part of her induction. Jean had consists of the three Executive Directors and eight other Chief a tour of the Design Studio, the factory and spent time with the roles. Further information on the role of the Executive Committee is on CEO, CFO and other members of senior management. page 84. ASTON MARTIN LAGONDA ANNUAL REPORT AND ACCOUNTS 2023 96