S S TR ROLE AND RESPONSIBILITIES OF THE COMMITTEE The Committee meets at least twice a year and has formal terms TR A The Committee’s role is to provide oversight of the leadership needs of reference which can be viewed on the Company’s website, A TE of the business, both Executive and Non-executive, with a view to www.astonmartinlagonda.com. TE G G I I C ensuring the continued ability of the Company to compete effectively C R in the marketplace, to implement the strategy and achieve the R The Committee met five times during 2023. The Committee members‘ E E P Company’s objectives. The Committee takes into account the attendance for the period is set out on page 94. Committee meetings P O O R challenges and opportunities facing the Company and the skills, usually take place prior to a Board meeting. The activities of the R T experience and knowledge required for the future. Committee and any matters of particular relevance were reported by T the Committee Chair to the subsequent Board meeting. G Key responsibilities G O O VE – Reviewing the structure, size and composition of the Board Key activities of the Committee during the year VE R to ensure it has the proper balance of skills, experience, – Considered the appointment of additional Independent R NAN independence, and diversity, and of its Committees and Non-executive Directors and made a recommendation to NAN making recommendations to the Board on any changes the Board for approval for the appointment of Jean Tomlin C C E required to meet current and future needs – Considered and recommended to the Board for its approval E – Succession planning for Directors and senior executives and the appointment of Sir Nigel Boardman as Senior Independent ensuring that plans and processes are in place for the orderly Director F F I I NAN succession of Directors, Executive Committee and other key – Reviewed the size, structure and composition of the Board NAN members of the senior management team and the Executive Committee with respect to the needs of C C IAL – Overseeing the development of a diverse talent pipeline for the business IAL S succession, considering the challenges and opportunities – Discussed Executive succession S T facing the Company and the skills, experience and knowledge – Discussed Board independence T A A T required of the Board in the future T E E M – Identifying and nominating candidates to fill Board vacancies M E E N for approval by the Board and ensuring that the procedure Board independence and conflicts of interest N T T S for appointing Directors is formal, rigorous, transparent, The independence, effectiveness and commitment of each of the S objective, merit-based and has regard for diversity Non-executive Directors has been reviewed by the Committee. The – Reviewing the Non-executive Directors’ time commitment, Committee is satisfied with the contributions and time commitment of F F U independence and external appointments, and the annual all the Non-executive Directors during the year. The Committee will U R R T performance evaluation results relating to the composition always discuss the additional commitments of all Directors (including T H H E of the Board the Chairman) before recommending their approval to the Board. It E R R INF – Keeping under review potential conflicts of interests of considers potential conflict issues as part of that assessment. This INF Directors disclosed to the Company and reviewing annually process is supported by an annual conflicts review by the Committee OR OR any conflict declarations by the Directors and any conflict whereby the Committee reviews the Directors’ conflicts of interest M M A authorisations granted by the Board register and seeks confirmation from each Director of any changes or A T T I – Making recommendations for the re-election by shareholders updates to their position. No new conflicts were declared during I ON of each Director having due regard to their performance, the year. ON ability and contribution to the Board in the light of their skills, experience and knowledge Following discussion with the Committee, Antony Sheriff stepped down from the Board due to the potential conflict of interest presented by his appointment as Chairman of the Supervisory Board at Rimac COMMITTEE MEMBERSHIP AND COMMITTEE MEETINGS Group and at Bugatti-Rimac. The Committee considered that this The Committee currently consists of the Executive Chairman Lawrence presented a potential significant conflict of interest that could not Stroll who is Chair of the Committee and five Independent be easily managed. Antony Sheriff therefore took the decision to Non-executive Directors: Robin Freestone, Anne Stevens, resign from the Board to focus on his Rimac appointments. Sir Nigel Boardman, Marigay McKee (who was appointed to the In considering Jean Tomlin’s appointment to the Board, the Committee Committee in May 2023) and Jean Tomlin (who was appointed to the discussed the current cross-directorship that Jean shares with Robin Committee in October 2023). In addition, the Relationship Agreements Freestone. Jean and Robin both sit on the Board of Capri Holdings with the significant shareholder groups (see page 126) provide that each may appoint a Director to the Committee. Franz Reiner represents Limited. However, Capri Holdings Limited is in the process of being Mercedes-Benz AG, Scott Robertson represents the Public Investment sold to Tapestry Inc. and the sale is expected to complete during Fund and in July Daniel Li joined the Committee as representative of 2024. The Committee further noted that a cross-directorship is just Geely. The Executive Chairman represents the Yew Tree Consortium. one potential indication that independence could be impaired Attendance at each meeting comprises the Committee members, the and concluded that in these circumstances, the independence of Jean Company Secretary who is secretary to the Committee and, at the and Robin was not impacted. request of the Committee, the Chief Executive OfÏcer, General The Committee is confident that each of the Non-executive Directors Counsel, Chief People OfÏcer, Director of Reward, and other members of the senior management team and external advisors who may be remains independent and will be in a position to discharge their duties invited to attend all or part of any meeting, as and when appropriate. and responsibilities in the coming year. ASTON MARTIN LAGONDA ANNUAL REPORT AND ACCOUNTS 2023 95