S S TR COMMITTEE MEMBERSHIP AND COMMITTEE MEETINGS Key responsibilities of the Committee TR A The Committee currently comprises three Independent A TE Non-executive Directors: Robin Freestone who is Chair of the – Reviewing and assessing the integrity of the Group’s financial TE G G I and narrative statements, formal announcements of the I C Committee, Anne Stevens and Sir Nigel Boardman. The Committee C R therefore meets the requirements of the Code. Group’s performance and significant financial reporting issues R E E P and judgements which they may contain and recommending P O O R In accordance with the Relationship Agreements with the significant these for approval by the Board R T – Advising the Board on whether the Annual Report and T shareholder groups (see page 126), each may appoint an observer of the Committee with no voting rights. Michael de Picciotto, Franz Accounts, taken as a whole is fair, balanced and G Reiner, Scott Robertson and Daniel Li currently serve as observers. understandable and provides the information necessary for G O shareholders to assess the Company’s performance, business O VE The Committee meets at least three times a year at appropriate model and strategy VE R R NAN intervals in the financial reporting and audit cycle and otherwise as – Ensuring compliance with accounting standards and policies, NAN required. The Committee has formal terms of reference which can be and reviewing and challenging the application of such C standards and policies and, if unsatisfied, reporting its views C E viewed on the Company’s website, www.astonmartinlagonda.com. to the Board E This year the Committee met four times. The Committee members’ attendance for the period is set out on page 98. The activities of the – Reviewing for approval by the Board the Company’s going F concern and viability statements and providing advice to the F I Committee and any matters of particular relevance were reported by I NAN the Committee Chair to the subsequent Board meeting. There is time Board on how the Company’s prospects have been assessed, NAN C made available at the end of each meeting for private sessions for the taking into account the Company’s position and principal risks C IAL Committee to discuss matters with the External Auditor and the – Receiving and reviewing reports from the Company’s External IAL S Director of Internal Audit & Risk without members of management Auditor, monitoring its effectiveness and independence and S T T A being present. making recommendations to the Board in respect of its A T T E remuneration and appointment E M M E – Overseeing policies on the engagement of the External E N N T Auditor for the supply of non-audit services and assessing T S S whether non-audit services have a direct or a material effect on the audited financial statements F – Reviewing the Group’s internal financial, operational and F U Effective governance over financial U R compliance controls and Enterprise Risk Management R T T H reporting and risk management, Framework and system and considering Group policies for H E E R R INF identifying and assessing risks and arrangements for INF together with a robust system of employees to raise concerns using the “Speak Up” OR internal controls, are critical to Confidential Reporting process about possible improprieties OR M while ensuring appropriate safeguards are in place M A achieving our strategy.” A T – Reviewing and approving the annual Internal Audit plan and T I I ON discussing the findings of any internal investigations and ON management’s response Attendees at each meeting comprise the Committee members, the observers and the Company Secretary who is secretary to the KEY ACTIVITIES OF THE COMMITTEE DURING THE YEAR Committee. The Chief Executive OfÏcer, the Chief Financial OfÏcer, Financial reporting the General Counsel, the Director of Internal Audit & Risk, the External – Considered and reviewed the UK Corporate Governance Code Auditor, Ernst & Young LLP (“EY”), and other senior members of the requirements relating to year-end matters including, among others, finance team also routinely attend meetings upon invitation by the the review of the Group’s accounting policies, key accounting Chairman. estimates, significant financial reporting matters, principal risks, going concern and viability, the effectiveness of the Group’s risk The Code stipulates that the Committee, as a whole, shall have management and internal control systems and “fair, balanced and competence relevant to the sector in which the Company operates. All understandable” reporting in the 2022 Annual Report Committee members have past employment experience of financial – Reviewed the half year accounts, including the material reporting and/or international business or engineering and collectively judgements and estimates have a broad range of expertise that enables them to provide oversight – Received and considered reports from the External Auditor on the of both financial and risk matters, and to advise the Board accordingly. full year and half year audits As such the Board is satisfied that the Committee, as a whole, has the – Reviewed the Financial Statements, announcements and other competence relevant to the business sector. At least one Committee financial reporting matters including the approval of the interim member should have recent and relevant financial experience and results announcement, trading updates and the review of the 2022 Robin Freestone meets this requirement having previously held the Annual Report position of Chief Financial OfÏcer of Pearson plc and as a qualified – Considered the correspondence from the FRC which raised a chartered accountant. Details of the Committee members’ experience number of questions relating to the Company’s 2022 Annual can be found in their biographies on pages 77-79. Report and reviewed management’s responses ASTON MARTIN LAGONDA ANNUAL REPORT AND ACCOUNTS 2023 99