GOVERNANCE LEADERSHIP AND GOVERNANCE CONTINUED SS GOVERNANCE STRUCTURE TRTR AA THE BOARD TETE GG II CC The role of the Board is to promote the long-term success of the Company, generating value for shareholders and contributing to wider society by providing R R EE effective leadership and direction to the business as a whole. It sets the Group’s strategy and ESG strategy, having regard to stakeholders, while maintaining a PP OO balanced approach to risk within a framework of effective controls. It has also established the Company’s purpose and values and monitors culture to ensure RR TT alignment. It sets the tone and approach to corporate governance and is responsible for the overall financial performance of the Group. GG OO BOARD COMMITTEES VEVE RR NANNAN Nomination Committee Audit and Risk Committee Warrant Share Committee Remuneration Committee Sustainability Committee CC Reviews Board composition Oversees the Group’s Responsible for approval Determines the Directors’ Oversees the Company’s EE and diversity, proposes new financial reporting and of the allotment and the Remuneration Policy and ESG strategy and broader Board appointments and reviews the integrity of the issue of Warrant Shares in sets remuneration for stakeholder engagement on reviews succession planning Group’s Financial Statements, accordance with the terms of the Executive Chairman, behalf of the Board. FF II and talent development. the adequacy and the Warrant Instrument. The Executive Directors and NANNAN effectiveness of the Group’s Warrant Share Committee Group Executive Committee CC systems of internal control meets as required. For taking into account wider IALIAL and risk management, and information on warrants Group remuneration policies. S S maintains the relationship exercised during the year, see Approves performance- TT AA with the External Auditor. page 206. linked pay schemes and share TT EE incentive plans. MM EE NN TT SS EXECUTIVE COMMITTEE FF UU RR The Board delegates the execution of the Company strategy and the day-to-day running of the business to the Executive Committee. TT HH The Executive Committee meets twice a month. One meeting is focused on operations and the other meeting is focused on performance. EE RR INF INF OROR TRANSACTION COMMITTEES OF THE BOARD Relationship Agreements MM AA For practical reasons, the Board delegated authority for final approval At the start of the financial year, the Company had three groups of TT II of the Geely investment, the placing and the Lucid strategic supply ONON significant shareholder, the Yew Tree Consortium, Mercedes-Benz AG arrangement to a Transaction Committee of the Board consisting of and the Public Investment Fund. In May 2023, Geely became a Lawrence Stroll, Sir Nigel Boardman, Doug Lafferty and Michael de significant shareholder. The relationships between the Company Picciotto. The Transaction Committee met a total of seven times to and each of these significant shareholder groups are governed by discuss and ultimately approve these transactions. separate Relationship Agreements. The purpose of these Relationship Agreements is to ensure that the Company can carry on its business INDEPENDENCE OF THE BOARD independently and for the benefit of shareholders as a whole. The Board has identified which Directors are considered to be independent on pages 77-79. As at 31 December 2023, 43% of the Each of the Relationship Agreements provides that each significant Board (excluding the Chair) are Independent Non-executive Directors. shareholder group is entitled to nominate Director(s) to the Board and The Independent Non-executive Directors play an important role in the Nomination Committee and an observer to each of the ensuring that no individual or group dominates the Board’s decision- Remuneration and Audit and Risk Committees subject to the size of its making. The Board has reconfirmed that the Independent Non- interest in the voting rights of the Company. The Relationship executive Directors remain independent from executive management Agreements also provide that the Company will not take any action in and free from any business or other relationship which could materially relation to certain significant matters without the prior approval of at interfere with the exercise of their judgement. For further information least two-thirds of members of the Board present and entitled to vote. on independence of the Board please refer to pages 95-96 in the Further information on the Relationship Agreements is set out in the Nomination Committee Report. Directors’ Report on page 126. ASTON MARTIN LAGONDA ANNUAL REPORT AND ACCOUNTS 2023 84