Section 172 Statement
SECTION 172 STATEMENT – LIONS GATE INTERNATIONAL (UK) LIMITED / LIONS GATE INTERNATIONAL MEDIA
1 – Section 172 Statement Generally
o The Boards of Directors (collectively, the “Boards”) of Lions Gate International (UK) Limited and Lions Gate International Media Limited (collectively, “Lionsgate” or the “Company”) aim to uphold appropriate standards of conduct in compliance with all applicable regulation and we expect all our colleagues, at every level of business, to do the same. Similarly, the Boards understand that our business can only prosper if we understand and respect the diverse views and needs of our customers, colleagues, and the communities in which we operate. The Boards consider they have adhered to the requirements of section 172 and have, in good faith, acted in a way that they consider would be the most likely to promote the success of Lionsgate for the benefit of its wider shareholders and stakeholders, namely its employees, clients and customers, suppliers and partners, stakeholders, and the communities in which the Company operates.
o Sections 2 to 6 below are descriptions of how the Boards have regarded the matters set out in section 172(1) (a) to (f) when performing their duties under section 172:
(a) The likely consequence of any decision in the long term;
(b) The interests of the Company’s employees (section 2 below);
(c) The need to foster the Company’s business relationships with suppliers, customers and others (sections 3, 4 & 5 below);
(d) The impact of the Company’s operations on the community and the environment (section 6 below);
(e) The desirability of the Company maintaining a reputation for high standards of business conduct;
(f) and the need to act fairly between members of the Company.
2 – Employees
o Overview: • Lionsgate has a strong culture with the following key shared values and core competencies for its leadership and employees:
• Providing direction and support to staff through effective communications;
• Ensuring that every employee has a voice and is confident in speaking out with openness and transparency.
• Embracing an environment and culture that welcomes and encourages individuals to share their opinions and ideas;
• Creating optimism and confidence in its people and inspiring others to have strong self-belief;
• Remaining proactive in supporting staff with their career development and performance monitoring;
• Developing capabilities through self-development and development of others, including succession planning; and
• Ensuring that company values and behavioural standards are met across peers and teams and maintaining a continued strive towards improvement.
o Strategic Issue: Lionsgate had to adapt to accommodate new employees from its acquisition of eOne Entertainment Limited in December 2023 and to aid its employees asked to go back to working in the office in FY24.
o Engagement/Outcome: Continued communication with key employees and employee representatives is vital and the Boards, and/or representatives related thereto, regularly organise communications to discuss developments and updates on the progress of strategic decisions related thereto. Lionsgate returned to 4 days in the office since the end of January 2023 but offered a day from home and flexibility. Lionsgate held parties (Summer Party at Regents Park university gardens; Halloween celebration and quiz event at the office and Christmas Party at the Treehouse hotel), to enhance team building and celebrate the year’s successes. Since the recent acquisition of eOne Entertainment Ltd, there has been a focus and drive on integrating and transitioning the new eOne employees into the LG business, examples of this have been companywide eOne welcome lunches together with the LG employees to support this transition. As a result of the additional headcount, Lionsgate undertook a significant office refurbishment to upgrade the premises to ensure that all employees have a conducive workplace to encourage cohesion across all teams for the future and ensure that we are offering a welcoming and positive environment. Culturally, Lionsgate has made becoming a learning organisation a strategic priority, with focus on preparing colleagues for the future and accompanying them during the back to the office work model via broader development focused on personal and professional development including training staff on diversity, inclusion and bias topics. Accordingly, the Boards, and/or representatives related thereto, have initiated a learning development strategy that focuses on developing people’s capabilities, attracting and retaining diverse talent, motivating and engaging employees, maintaining a values-based culture and building a positive, diverse and inclusive employer brand and there has been a continued drive in the Company’s investment and retention of our employee talent, with a focus on equity and inclusion, continued learning and development and improving and developing company culture, to adapt to the ever evolving climate and new ways of working. Lionsgate’s focus is on developing an organisational culture that values diversity and ensures that our people have meaningful and challenging work, that employees are effectively developed and motivated to perform highly, and have their contribution appropriately recognized and competitively rewarded. In achieving this the Boards have overseen the implementation of a UK newsletter, created to share company updates and employee programs including Anti-Bribery and Criminal Finance (facilitation of tax evasion) for new employees and refreshers for all employees, Leadership Excellence, Professional Development (advanced negotiations training for heads of department and senior employees), Professional Qualifications, Mental Health, Safety, Film & Distribution Association Courses, Diversity and Inclusion, Lunch & Learn (e.g.: Black History Month lunch to experience different cultures and food; South Asian Heritage Lunch, exploring different countries in south Asia and Ukrainian Independence day – working with some refugees) and on-going weekly PepTalks and weekly remote yoga classes to promote health and wellbeing. The company created a “C&A” group which consists of our Coordinators and Assistants to host lunch and learn workshops with different teams and employees in order to learn more about the industry.
In terms of accountability, we have renegotiated our employee benefits to include additional upgrades for unlimited Mental health therapies, Dental, Optical and Audiological cover to ensure we were competitive in the market. This also included an external medical clinician coming into the office to give free routine health checks. This was followed by a Companywide meeting on our renewed employee benefits “how to make the best of your rewards”. Employees may report any concerns relating to wrong-doing or misconduct via internal anonymous reporting mechanisms including the Lionsgate whistleblowing program. Spearheading and leading the UK DEI groups to build greater understanding within the organization and creating partnerships within the local community to add value. To ensure the company keeps abreast of the industry landscape, the HR team have also been participating and attended HR seminars, e.g.: ‘Managing the rapidly changing media landscape’ – HR Challenges during period of
significant expansion and contraction- to raise the company’s profile, in support of our company values:
- Resourcefulness – We redefine what is possible.
- Innovation – We challenge the status quo in order to foster bold thinking and outcomes.
- Collaboration – We connect people and ideas to ensure all voices are heard.
- Inclusiveness – We pursue and embrace diverse talent and perspectives.
- Empowerment – We equip and entrust our people to cultivate growth and advance our mission.
- Integrity – We respect all individuals and honor our commitments to one another.
To ensure that the Company is competitive within the industry, we had participated in FY23 in the annual UK Salary Survey, which enables the Company to bench mark all salaries in line with market rates. Further to and in line with the results of the survey, we raised salaries that were identified as on the low market rates side. In May 2023, the UK participated in the company wide Employee Engagement survey, based on the results, Lionsgate is currently working on these outcomes, such as additional bespoke training initiatives and also continue to undergo salary benchmarking using salary data from that survey to ensure that the company is aligned with its industry peers, as industry compensation was highlighted in the results of the survey.
o Intended Long Term Impact: Lionsgate aims through employee engagement (via employee surveys and training sessions in FY24 and the future years) and support, to develop and maintain a high achieving workforce and an environment that is conducive to attracting and retaining the “best” diverse talent in all circumstances.
3 – Clients and Customers
o Overview: Lionsgate endeavours to provide an engaging entertainment experience for all customers and deliver the tools necessary to access its content.
o Strategic Issue: Company continued adapting to new release patterns and releasing some titles via Premium Video-On-Demand after a short theatrical window whist releasing other titles via Electronic Sell-Through after a longer theatrical window.
o Engagement/Outcome: The Boards, and/or representatives related thereto, have arranged regular meetings with producers, various exhibitors, broadcasters and platforms, clients, customers and representatives related thereto, to enhance relationships, understand their diverse views and discuss solutions to exploit content in line with most recent patterns. Accordingly, representatives of the Boards adopted a calendar of releases of its films and programmes. The Boards are proud that Lionsgate adapted to the situation and was able to find agile solutions and ways to bring content to its customers.
o Intended Long Term Impact: To continue to provide an engaging entertainment experience and diverse content for all customers, including those with specific needs, without interruption, should this mean exploring new exploitation ways.
4 – Suppliers and Partners
o Overview: Over an extended period, Lionsgate has built and maintained relationships with key suppliers and partners and view timely payment as a critical responsibility.
o Strategic Issue: Ensuring satisfactory payment practices.
o Engagement/Outcome: The Boards recognise the importance of the relationships with suppliers and partners and supports active steps to develop and strengthen such relationships through dialogue, engagement, and, critically, timely payment. The
Boards oversee the continued implementation of satisfactory payment procedures and policies that result in most invoices being timely paid within the agreed terms and aims to resolve any disputes as soon as possible by contacting such suppliers via emails and phone to clarify and resolve any queries in the most practicable manner.
o Intended Long Term Impact: To continue to prioritize timely payment to our suppliers and partners, engendering continued relationships of trust.
5 – Stakeholder Relations
o Overview: Lionsgate is part of a publicly traded parent company, Lions Gate Entertainment Corp., which is subject to regulation by the U.S. Securities and Exchange Commission, Canadian regulation, and the New York Stock Exchange. Accordingly, Lionsgate maintains the corresponding applicable standards of business conduct and takes into consideration the long-term consequences of each decision on various stakeholders.
o Strategic Issue: Compliance with all applicable regulations.
o Engagement/Outcome: The Boards regularly discuss applicable regulation and continue to monitor compliance. Specifically, the Boards, which are comprised of senior company and industry executives who are aware of the Section 172 requirements, formally meet on a regular, generally quarterly, basis to review business operations and developments as well as compliance matters and make commercial decisions regarding Lionsgate’s conduct.
o Intended Long Term Impact: To remain compliant with all applicable regulations and update statements and policies as necessary.
6 – Community (Society)
o Overview: Lionsgate has over the years undertaken several actions to assist in socially conscious initiatives within the company and the communities in which we operate.
o Strategic Issue: Operating responsibly and sustainably as a force of social progress and in line with the Streamlined Energy & Carbon Reporting (SECR).
o Engagement/Outcome: The Boards, and/or representatives related thereto, promote engagement with the community via meetings, memberships, internal discussion, and community outreach. The Boards are committed to support the communities in which its employees participate through the social support of its employees, including a beneficial social leave policy and through the promotion of strong social values in the workplace including managing up & down; ‘speak-up’ and ‘Authenticity in the workplace’ workshops for all employees and a continued company-wide dialogue on diversity, religious accommodation, equality, and inclusion and on-going educational communications to all employees on important topics such as history of slavery; LGBTQ+; religious holidays etc.. As to the wider community in which we operate, the Boards are proud that Lionsgate partnered with a local secondary school and held workshops with the students to support them with confidence skills, CV skills, personal statements, interview techniques and the working world. Lionsgate also continues to be involved in numerous initiatives with local and international schools and students and young people from diverse backgrounds to explore our industry, through career pathways educational seminar and mentorship program, in more detail in the hope we can inspire a new generation of employees. Lionsgate has also supported and partnered with charities such as Breast Cancer awareness, Dress for Success, or Euston Food bank. The Boards, and/or representatives, have also continued to make a concerted effort to reduce Lionsgate’s carbon footprint where possible by prioritizing virtual meetings and conferences over travelling and being flexible about the working
structure (work from home and work from the office) for employees thus reducing office footprint and commute travel emissions. Lionsgate has reported its greenhouse gas emissions (GCG) and energy usage in the Directors Report of the Statutory Accounts for FY24.
o Intended Long Term Impact: To continue to operate responsibly as a force of social progress in the respect of the environment.