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 – including new and regularly updated rules in response to COVID-19 – 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. Accordingly, 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;
- (d) The impact of the Company’s operations on the community and the environment;
- (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
- 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 our 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: Adapt to COVID-19 situation and its impact on the workforce with working from home the new normal for all employees.
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. This was even more important when the UK experienced several lockdowns as one of the impacts of the COVID-19 pandemic. From mid-March 2020 all employees started working from home and were equipped with laptops, all set up with WebEx and WebEx teams to keep in contact with colleagues and managers. As the situation carried on, the Company made sure employees had appropriate equipment to work from home and created a Response Team UK to monitor all COVID related questions, regulations and government announcements. Culturally, Lionsgate has made becoming a learning organisation a strategic priority, with focus on preparing colleagues for the uncertain future and accompanying them during the stay-at-home periods via broader development focused on personal and professional development. Accordingly, the Boards, and/or representatives related thereto, have initiated a learning development strategy that focuses on developing people’s capabilities, attracting and retaining talent, motivating and engaging employees, maintaining a values-based culture and building a positive employer brand. 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 several employee training programs including Anti-Bribery for new employees, Leadership Excellence, Professional Development, Professional Qualifications, Mental Health, COVID, Safety, Film & Distribution Association Courses, Diversity and Inclusion, on-going weekly PepTalks and more Lunch & Learn to come. In terms of accountability, employees may report any concerns relating to wrong-doing or misconduct via internal anonymous reporting mechanisms including the Lionsgate whistleblowing program. Finally, Lionsgate maintains further accountability via self-assessed metrics including internal company surveys that are regularly discussed by senior management on topics like return to the office and other COVID related uncertainties.
o Intended Long Term Impact: Lionsgate aims through employee engagement (via Lionsgate Voice/The Happiness Index) and support, to develop and maintain a high achieving workforce and an environment that is conducive to attracting and retaining the “best” 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 such content.
o Strategic Issue: During the lockdowns, Company had to adapt to cinemas being shut in order to carry on releasing its content in the best possible way to bring that entertainment experience to all its customers. As a result, Company has released several titles which would have traditionally been released in theatres via so-called Premium Video-On-Demand whist it decided to hold on releasing other titles until cinemas re-open.
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 during the lockdowns. Accordingly, representatives of the Boards adopted a revised 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.
6 – Community (Society).
o Overview: Lionsgate has 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 an updated employee code of conduct and policy with anti-harassment training for all employees, prevention of modern slavery, and a continued company-wide dialogue on diversity, equality, and inclusion. As to the wider community in which we operate, the Boards are proud that Lionsgate continues to be involved in numerous initiatives with local 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. The Boards, and/or representatives, have also continued to make a concerted effort to reduce Lionsgate’s carbon footprint where possible by reducing travel and utilizing technology for virtual meetings and conferences and privileging working from home 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 FY21.
o Intended Long Term Impact: To continue to operate responsibly as a force of social progress in the respect of the environment.