GOVERNANCE LEADERSHIP AND GOVERNANCE S Leadership and governance Cyrus Jilla representing Ernesto Bertarelli, a significant member of the TR Yew Tree Consortium) joining the Board in 2023. The Board needs to A balance the independence requirement with the overall size of the TE OVERVIEW G I Board in order to ensure that effective discussion and decision making C This Report sets out the Board’s corporate governance structures and is facilitated. The Board is now comprised of 15 Directors and the R work from 1 January 2023 to 31 December 2023. Together with the E Board has concluded, upon recommendation of the Nomination P Directors’ Remuneration Report on pages 108-122, it includes details O Committee, that to add further Independent Non-executive Directors R of how the Company has applied and complied with the principles and T could negatively impact the Board’s effectiveness. The Board is provisions of the 2018 UK Corporate Governance Code (the “Code”). confident that the independent decision making of the Board is not The Code is published by the Financial Reporting Council (“FRC”) and impacted by its Board composition as the Shareholder Representatives G further information can be found on its website (www.frc.org.uk). The are diverse and act independently of one another and the Independent O Code is supported by the FRC’s Guidance on Board Effectiveness, Non-executive Directors are all highly skilled and experienced. The VE which the Board uses to support its approach to governance and R decision-making. composition of all the Board Committees are compliant with the NAN independence requirements of the Code. C COMPLIANCE WITH THE UK CORPORATE GOVERNANCE Code provision 21 recommends that the chair should consider having E CODE a regular externally facilitated board evaluation. In FTSE 350 The Code requires companies to describe in their annual report how F companies this should happen at least every three years. I they have applied the main principles of the Code and also any areas The Board evaluation was due to be externally facilitated in 2021 but NAN where companies do not comply with the Code provisions. The with the extensive number of Board changes in the year it was C Directors consider that the Company has been compliant with the IAL considered that this would be of limited benefit. Due to more Board Code provisions as applied during the year ended 31 December 2023, S changes in 2022, with a new Chief Executive OfÏcer, a new Chief other than the exceptions as set out below. It is noted that the T Financial OfÏcer, a new Independent Non-executive Director and two A composition of the Board is impacted by the rights of the significant T new Shareholder Representative Directors joining the Board, the E shareholders under their respective Relationship Agreements (see the M Board concluded once again there would be little value in an externally E Directors’ Report, page 126). N facilitated evaluation. Therefore it was agreed that a rigorous internal T evaluation would be carried out for 2022, with the assistance of a S Code provision 9 recommends that the chair should be independent third-party survey which provided a platform for more meaningful on appointment. Lawrence Stroll assumed the position of Executive F Chairman in April 2020 and was not independent on appointment as analysis of results. Due to the further changing dynamics of the Board U R during 2023 with two more Shareholder Representatives joining the T he is a member of the Yew Tree Consortium, a major shareholder. His H Board and a new Independent Non-executive Director, the Board E appointment was a condition of the Yew Tree Consortium’s investment R in the Company and was in accordance with the Relationship concluded to repeat an internal evaluation in 2023 using the same INF Agreement entered into between the Company and the Yew Tree third-party platform for the survey. Further details can be found on Consortium. The Nomination Committee and the Board consider that pages 92-93. During 2024, the Board will take a decision, upon the OR recommendation of the Nomination Committee, as to the best M Lawrence Stroll has demonstrated objective judgement throughout A method of Board evaluation for 2024, taking all relevant factors at T I his tenure and him continuing in the role of Executive Chairman for the the time into account. ON foreseeable future is in the best interests of the Group and its stakeholders in order to utilise his proven leadership qualities and his EFFECTIVE BOARD AND ITS ROLE significant experience in building luxury brands. He has offered himself The Board is composed of highly skilled professionals who bring a for re-election every year since his appointment and shareholders range of skills, perspectives and corporate experience to the Board. have overwhelmingly voted in favour of his re-election. In the Board’s The Directors and their biographies and skills and experience are set opinion, the Company’s governance checks and balances are strong out on pages 76-79. Details of the changes to the Board during 2023 and effective: are set out on page 75. At the date of this Report the Board comprised – the Executive Chairman is subject to challenge from the Company’s 15 members: the Executive Chairman, the Chief Executive OfÏcer, the Senior Independent Director, the Executive Directors and the Chief Financial OfÏcer and 12 Non-executive Directors, of whom six are considered independent for the purposes of the Code. Independent Non-executive Directors; and – there is a clear division between the responsibilities of the The Directors are appointed by the Board and are subject to annual Executive Chairman, the Senior Independent Director, the Executive Directors and the Independent Non-executive Directors, re-election by shareholders. The Company’s significant shareholder which ensures accountability and oversight. groups, in line with the respective Relationship Agreements, have nominated Directors who have been appointed to the Board; further Code provision 11 recommends that at least half the Board, excluding details of these arrangements are set out on page 126 of the Directors’ the Chair, should be independent. Excluding the Chair, 43% of Report. The Board is satisfied that there is a sufÏcient balance between the Board is independent which falls below the recommended Executive and Non-executive Directors on the Board to ensure that threshold of the Code. This was as a result of two further no one individual has unfettered decision-making powers and that Shareholder Representatives (Daniel Li representing Geely and Directors are able to discharge their duties and responsibilities. ASTON MARTIN LAGONDA ANNUAL REPORT AND ACCOUNTS 2023 82