32816-Lucy-Group-AR-2025 web ready spreads_FINAL

Corporate Governance Report continued

CORPORATE GOVERNANCE

| The Directors monitor the Group’s Key Performance

processes, and internal and external audits. The Audit Committee monitors the Group’s risk control framework and operation, making recommendations to the Board to maintain its adequacy. It also considers the Group’s financial statements and reviews accounting policies in line with major accounting issues of a subjective nature that have been discussed and considered by the Committee. The Committee considers the development of, and compliance with, the Group’s key governance policies and procedures. Remuneration Committee The Remuneration Committee comprises one Non-Executive Director and the Executive Chairman. Its objective is to review and set competitive levels of remuneration for the Executive Directors aligned to the Group’s long-term success. Wates Principle 4 – Opportunity and Risk The Board and Executive Directors seek out opportunities that are conducive to achieving the Group’s strategy, while mitigating risk in line with the Group’s risk management framework, processes and associated policies. While the Board has overall responsibility for ensuring that the Group’s systems of risk management and internal control are operating effectively, the Executive Directors are accountable for the effective management of risks and the identification of opportunities on a day-to-day basis with oversight from the Audit Committee, which ensures that there is an effective risk management process in place. Details of the Group’s risk management processes, controls and principal risks and uncertainties are set out on pages 60 to 65. The Board is satisfied that there is an ongoing, appropriately designed process for

Wates Principle 3 – Director Responsibilities During the year, there were five meetings held by the Board together with a strategy session in November 2025. A formal schedule of matters reserved for Board approval is maintained, which includes approval of the Group’s strategy, purpose, vision and priorities to promote long-term sustainable success; oversight of operational and financial performance; approval of medium term plans, annual budgets and major items of capital expenditure; organisational changes; and changes in key policies. Directors receive relevant and timely information on the matters to be discussed at each Board meeting, with this distributed by using third-party software to ensure it is provided promptly and securely without circulating paper copies. This minimises our impact on the environment. The Company Committees, and between executive management and the Non-Executive Directors. Declarations of any actual or potential conflicts of interest with items on the agenda are disclosed at meetings and considered carefully and, if necessary, mitigating actions are taken. At Board meetings: | The Executive Chair presents an update on business issues across the Group; | The Executive Director responsible for safety provides an update and reports on health, safety and sustainability matters and there is an annual presentation to the Board from Secretary ensures information flows within the Board and its

Board Committees The Board has established Board Committees to assist it in meeting its responsibilities and delegates matters as appropriate. There are two established Committees, these being the Audit Committee and Remuneration Committee. In addition to these principal Board Committees, the Board delegates to the Executive Board the management of a number of committees that support effective governance and risk management across the Group. These include the Treasury Committee, Risk Committee, Information Security (InfoSec) Committee and Group Governance Committee, each of which provides focused oversight within its respective remit. Board Committees and Directors can access independent professional advice at the Group’s expense if they deem it necessary to carry out their responsibilities. Audit Committee The Audit Committee comprises two Non-Executive Directors, one of whom chairs the Committee, and an external independent member. The Company Secretary acts as the secretary of the Committee. It meets at least biannually. The Group Finance Director and Head of Internal Audit are invited to attend meetings, together with the Group’s external Auditors when required. The Committee meets with the Group’s external Auditors without the Group Finance Director present. The Audit Committee is governed by terms of reference to outline its objectives and responsibilities, which were reviewed in 2025. These are principally to monitor the integrity and effectiveness of the Group’s reporting processes, systems of internal control and financial management, its accounting

Board meeting agenda Items Updates on the business issues across the Group Updates and reports on matters relating to health, safety and sustainability

Indicators (KPIs) and review the Group’s medium and longer term strategy. Between Board meetings, Directors also meet business unit management teams and receive information on relevant matters affecting the business; presents an update on financial plans and forecasts and provides a detailed performance analysis; responsible for people provides an update on relevant issues across the Group; and | Business unit heads and other senior managers attend relevant parts of Board meetings to present, and take questions, on their areas of responsibility. They provide detailed briefings on developments and changes to the business and updates on key matters including, among others, health, safety and sustainability, risk, crisis and reputation management and key regulatory, contractual and legal issues that affect their business units or the wider Group. In addition, the Board meets annually to specifically review the Group’s medium and longer-term strategy and agree priorities for the forthcoming financial year. Furthermore, the Board regularly reviews and approves governance and compliance-related matters, including new and refreshed policies and details of progress against the Leading Responsibly framework. | The Group Finance Director | The Executive Director

Who is responsible

Executive Chair

Executive Director responsible for health, safety and sustainability

Monitor the KPIs and review the Group’s medium and longer-term strategy Financial planning, forecasting and a detailed performance analysis Updates on people issues across the Group Present and take questions on their areas of responsibility, and provide updates on developments and changes to the business, including updates on health, safety and sustainability, risk, crisis and reputation management, and key regulatory, contractual and legal issues that affect their respective business units Review governance and compliance related matters, including new and refreshed policies and updates on the Leading Responsibly framework

All Directors

Group Finance Director

Executive Director responsible for people Business unit heads and other senior managers

All Directors

8 Board meetings held in 2025

Board meeting dates 2025

Jan (x1)

Mar (x1)

May (x1)

Jun (x2)

the Group’s Head of Health, Safety and Sustainability;

Jul (x1)

Oct (x1)

Dec (x1)

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Lucy Group Ltd Annual Report & Accounts 2025

LUCYGROUP.COM

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