Section 172 Statement


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 rules post 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. 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 continued with a hybrid situation (part work from home/work in the office) in FY23 and carried on training all employees on diversity and inclusion matters/questions in the work environment.

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. Set up when the UK experienced several lockdowns as one of the impacts of the COVID-19 pandemic, the Response Team UK carried on monitoring all COVID related questions, regulations and government announcements and organised a progressive return to the office following a hybrid pattern; communicating clearly to all employees the phases and dates of such return to the office. Lionsgate’s requirement moved progressively from 2 days in the office to 3 days and eventually to a return to 4 days in the office since the end of January 2023.Culturally, Lionsgate has made becoming a learning organisation a strategic priority, with focus on preparing colleagues for the future and accompanying them during the hybrid home/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 current 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 several employee training programs including Anti-Bribery and Criminal Finance (facilitation of tax evasion) for new employees, Leadership Excellence, Professional Development, Professional Qualifications, Mental Health, Safety, Film & Distribution Association Courses, Diversity and Inclusion, Lunch & Learn (e.g.: visit from the Metropolitan Police to discuss street safety and violence against women; Company-wide Deaf Awareness Training and sign language session; 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. 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. Spearheading and leading the UK DEI groups to build greater understanding within the organization and creating partnerships within the local community to add value. The HR team have also been participating in human resources events 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 are now participating in the annual Willis Tower Watson – UK Salary Survey, which enables the Company to bench mark all salaries in line with market rates.

o Intended Long Term Impact: Lionsgate aims through employee engagement (via employee surveys and training sessions in FY23 and the future years3) 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: After the lockdowns and with cinemas not attracting as many cinema goers as before the pandemic, Company adapted to new release patterns and carried on releasing several titles via Premium Video-On-Demand whist releasing some titles theatrically but with short windows.

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 post cinemas re-opening. 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; micro-aggressions, bias and classism trainings 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 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. Lionsgate has also supported and partnered with charities such as Breast Cancer awareness or Turkey & Syria Earthquake appeal. 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 privileging a hybrid 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 FY22.

o Intended Long Term Impact: To continue to operate responsibly as a force of social progress in the respect of the environment.