THE UNITE GROUP PLC Annual Report and Accounts 2024 88 GOVERNANCE DIVISION OF RESPONSIBILITIES GOVERNANCE COMPOSITION OF THE BOARD The composition of the Board is set out in the table on page 77. The Board currently consists of the Chair, two Executive Directors and seven Non-Executive Directors. All of the Directors offer themselves for re-election at the Annual General Meeting, to be convened this year on 15 May 2025, in accordance with the requirements of the Code. Brief biographies of all the Directors and their skills, experience and contribution to the long-term sustainable success of the Company, are set out on pages 77-79. Following the individual performance evaluations of each of the Directors seeking re-election, it is confirmed that the performance of each of these Directors continues to be effective and that they each demonstrate commitment to the role and add value and relevant experience to the Board. INDEPENDENCE The Board considers six of its seven Non-Executive Directors to be independent. Thomas Jackson is not considered to be independent, having been nominated as a Director of the Company by its largest shareholder Canada Pension Plan Investment Board (CPPIB) pursuant to a Relationship Agreement signed as part of the Liberty Living acquisition. Accordingly, the Company meets the requirement of the Code that at least half of the Board (excluding the Chair) is made up of independent Non-Executive Directors. In addition, Richard Huntingford (Chair of the Board) was considered independent on his appointment to the role. ROLES The Chair and the Non-Executive Directors constructively challenge and help develop proposals on strategy, and bring strong, independent judgement, knowledge and experience to the Board’s deliberations. The roles of the Chair and CEO are clearly separated. Summaries of the responsibilities of the Chair, CEO and Senior Independent Director are set out in the tables to the right. The terms and conditions of appointment of the Non-Executive Directors are available for inspection at the Company’s registered office and at the Annual General Meeting. TIME COMMITMENT During the year, the Board approved Ross’ appointment as a Non-Executive Director to the Boards of Bytes Technology Group and Tracsis plc. Nicky Dulieu was also appointed to the Board of Barratt Redrow plc. The Board considered that these appointments would provide them with valuable insights and enhance their contributions to the Board, and noted that roles ROLE: CHIEF EXECUTIVE ROLE: SENIOR INDEPENDENT DIRECTOR ROLE: CHAIR Joe Lister has responsibility: • to establish, in conjunction with the Chair, the strategic objectives of the Group, for approval by the Board • to implement the Group’s business plan and annual budget • to oversee the operational and financial performance of the Group. As Senior Independent Director, Nicky Dulieu’s principal responsibilities are: • to act as Chair of the Board if the Chair is conflicted • to act as a conduit to the Board for the communication of shareholder concerns if other channels of communication are inappropriate • to ensure that the Chair is provided with effective feedback on his performance. Richard Huntingford’s principal responsibilities are: • to establish, in conjunction with the Chief Executive, the strategic objectives of the Group for approval by the Board • to organise the business of the Board • to enhance the standing of the Company by communicating with shareholders, the financial community and the Group’s stakeholders generally. were not expected to impact their ability to dedicate sufficient time to their role on the Board and its various committees. Non-Executive Directors are expected to commit approximately 20 days per annum to the business of the Group. We have reviewed the responsibilities of all Directors and are satisfied that they can fully fulfil this commitment. It is the Board’s Policy to allow Executive Directors to accept directorships of other unconnected companies so long as the time commitments do not have any detrimental impact on the ability of the Director to fulfil his or her duties. It is considered this will broaden and enrich the business skills of Directors. Any such directorships must be undertaken with prior approval of the Board.