LucyGroup-ARA2024_spreads web ready_FINAL

CORPORATE GOVERNANCE REPORT CONTINUED

BUSINESS OVERVIEW STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION

Wates Principle 3 – Director Responsibilities During the year, there were six meetings held by the Board together with a strategy session in November 2024. 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. The Board uses third-party software to distribute information quickly and securely without circulating paper copies, minimising our impact on the environment. The Company Secretary ensures information flows within the Board and its 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 the Group’s Head of Health, Safety and Sustainability; • The Directors monitor the Group’s Key Performance 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 in a timely manner on matters affecting the business as relevant;

Audit Committee The Audit Committee comprises a Non-Executive Director, who chairs the Committee, and an external independent member as well as the Company Secretary. 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 updated in 2024. These are principally to monitor the integrity and effectiveness of the Group’s reporting processes, systems of internal control and financial management, its accounting 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 financial reports 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.

Lucy Real Estate Committee The Lucy Real Estate Committee is responsible for the Group’s strategy on property management, refurbishment and development, with the objective of maintaining and enhancing the underlying value of the Company’s property assets. The Committee was brought to a close on 31 December 2024 and replaced with quarterly business review meetings, in line with the other business units. 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. Board Committees and Directors can access independent professional advice at the Group’s expense if they deem it necessary to carry out their responsibilities. 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 50 to 55. The Board is satisfied that there is an ongoing, appropriately designed process for identifying, evaluating and managing the Group’s significant risks, which is regularly reviewed.

• The Group Finance Director

presents on financial planning and a detailed performance analysis; • The Executive Director responsible for people provides an update on relevant issues across the Group; • Business unit heads and other senior managers attend relevant parts of Board meetings to present and take questions on their area 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 business units. In addition, the Board meets annually specifically to 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 governance-related matters. Board Committees The Board has established Board Committees to assist it in meeting its responsibilities and delegates matters as appropriate to these. There are three established Committees: the Audit Committee, the Remuneration Committee and the Real Estate Committee.

Board meeting agenda

Items

Who is responsible

Updates on the business issues across the Group Updates and reports on matters relating to health, safety and sustainability Monitor the KPIs and review the Group’s medium and longer-term strategy Financial planning and a detailed performance analysis Updates on people issues across the Group Present and take questions on their area 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

Executive Chair

Executive Director responsible for health, safety and sustainability

All Directors

Group Finance Director

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

6 Board meetings held in 2024

Board meeting dates 2024

Mar (x1)

Apr (x1)

May (x1)

Jul (x1)

Oct (x1)

Dec (x1)

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Lucy Group Ltd Annual Report & Accounts 2024

LUCYGROUP.COM

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