S S TR GOVERNANCE FRAMEWORK THE BOARD’S TERMS OF REFERENCE STATE THAT IT TR A The Company’s corporate governance framework is set out on pages A TE 85-87 and provides an overview of the roles of the Board, its MUST CONSIDER AND APPROVE THE FOLLOWING: TE G G I I C Committees and members of the Executive Committee which The Group’s strategic aims, objectives and commercial strategy C R provides clear lines of accountability and responsibility. The Board R E E P and its Committees have established terms of reference that set out P O Review of performance relative to the Group’s business plans and O R specific responsibilities and matters for approval. The terms of budgets R T reference are available for review on the Company’s website at T www.astonmartinlagonda.com. Reports from each of these Major changes to the Group’s corporate structure, G Committees are provided in this governance report. including acquisitions and disposals G O O VE VE R A total of ten Board meetings were held during the year: six The system of internal controls and Risk Management Policy R NAN scheduled and four unscheduled. Attendance is set out below. NAN 1 Major changes to the capital structure including tax and treasury Lawrence Stroll 10/10 C management C E Amedeo Felisa2 9/10 E Major changes to accounting policies or practices F Doug Lafferty 10/10 F I I NAN Financial statements and the Group dividend policy including NAN 3 Ahmed Al-Subaey 8/10 C any recommendation of a final dividend C IAL Sir Nigel Boardman4 9/10 IAL S The Group’s corporate governance and compliance arrangements S T 5 T A Michael de Picciotto 9/10 A T T E The Group’s risk appetite E M M E Robin Freestone 10/10 E N N T T S 6 S Natalie Massenet 6/10 Marigay McKee 10/10 In instances where unscheduled Board meetings were called upon F F U short notice, following the meeting the Company Secretary updated U R 7 R T Franz Reiner 9/10 any Board members unable to attend and the Directors were invited to T H H E provide any comments or observations to the Executive Chairman. E R Scott Robertson 10/10 R INF INF Anne Stevens8 9/10 An agenda and accompanying pack of detailed papers are circulated OR to the Board in advance of each Board meeting. All Directors are able OR M to request additional information on any of the items to be discussed. M A New Directors A T Additionally, Directors have access to the advice and services of the T I 9 I ON Daniel Li 1/3 Company Secretary and independent and professional advice at the ON Cyrus Jilla 3/3 Company’s expense should they determine that this is necessary to discharge their duties. Jean Tomlin 3/3 All Board and Committee meetings are minuted and formally Former Directors approved at the next meeting. Board minutes contain details of the 10 Antony Sheriff 2/3 Directors’ decision-making processes and any follow-up actions or concerns raised by the Directors. The Executive Chairman works closely with the Company Secretary to plan and schedule Board and 1 Lawrence Stroll was recused from one meeting due to a conflict of interest. Committee meetings and to make quality information available in 2 Amedeo Felisa missed one unscheduled Board meeting due to the meeting being called at very short notice. a timely fashion. 3 Ahmed Al-Subaey missed two unscheduled Board meetings due to the meetings being called at very short notice. 4 Sir Nigel Boardman missed one unscheduled Board meeting due to the meeting DISCLOSURE COMMITTEE being called at very short notice. 5 Michael de Picciotto missed a scheduled Board meeting in December due to The Board delegates responsibility for the final approval of its financial disrupted travel. He was also recused from one meeting due to a conflict of interest. results disclosures and Annual Report to the Disclosure Committee. 6 Natalie Massenet missed three unscheduled Board meetings due to the meetings being called at very short notice and the Board Strategy Day due to personal The Disclosure Committee is also responsible for the identification circumstances. and disclosure of inside information. The Disclosure Committee is 7 Franz Reiner missed one unscheduled Board meeting due to the meeting being called at very short notice. 8 Anne Stevens missed one unscheduled Board meeting due to the meeting being chaired by the Chief Financial OfÏcer with the Chief Executive OfÏcer, called at very short notice. General Counsel, Company Secretary, Head of Investor Relations, 9 Daniel Li missed one unscheduled Board meeting due to the meeting being called at Director of Internal Audit & Risk, Group Financial Controller and very short notice and one scheduled Board meeting due to other commitments the Director of Financial Planning & Analysis as members of which were pre-existing prior to Daniel joining the Board. 10 Antony Sheriff was absent for one scheduled Board meeting. the Committee. ASTON MARTIN LAGONDA ANNUAL REPORT AND ACCOUNTS 2023 83