Diversity, equity and inclusion

Board Diversity

Board Diversity Policy Statement

1.1 Policy statement

1.1.1 This policy sets out PIC Group’s approach to promote diversity and inclusion in the composition of the Boards and it reflects PIC Group’s values in respect of diversity and inclusion.

1.1.2 PIC Group believes that its success is rooted in the diverse nature of the environment in which it operates and is dependent on PIC Group’s ability to leverage differences, collective experiences, variety of backgrounds, talents, skills and knowledge. PIC Group also recognises and values the benefits that diversity can bring to its Boards.

1.1.3 The Boards place great emphasis on ensuring that their membership reflects diversity in its broadest sense which is crucial and needed to support good decision making and successful delivery of PIC Group’s business strategy.

1.1.4 The Nomination Committee supports the Boards by reviewing and considering the diversity of the Boards as part of the annual effectiveness review and ongoing succession planning when recommending the appointment of new Board members. The review takes into account the challenges and opportunities facing PIC Group, the balance of skills, knowledge, experience and diversity of the Boards as well as time commitment needed on the Boards in the future.

1.1.5 The Boards recognise that PICG shareholders with a holding of 10% or more of ordinary shares are able to nominate directors, known as “Appointed Directors” and that the Committee can therefore only nominate the remainder of directors. Nevertheless, the Boards expect PICG shareholders who nominate directors to take into account the overall benefits of diversity and inclusion, and consider these when nominating their representatives to the PICG and PIC Boards.

1.1.6 New appointments to the Boards are made on recommendation of the Nomination Committee who consider candidates on merit and against objective criteria. Candidates are considered from a wide range of backgrounds taking into account a broad set of qualities, experience and competencies and the diversity benefits that each candidate can bring to the overall Board composition, to ensure a fully rounded and effective Board.

1.2 Diversity objectives

1.2.1 The Boards are committed to promoting diversity and inclusion in the boardroom and objectives for achieving Board diversity may be reviewed on a regular basis. The Boards, on recommendation from the Nomination Committee, have agreed the following measurable objectives for achieving diversity on the Boards, noting that Directors are appointed for a minimum of 3 years.

• The PICG and PIC Boards commit themselves to work towards the target of at least five directors meeting broad diversity criteria including but not limited to: gender, social, educational and ethnic backgrounds, age, disability, sexual orientation, skills, experience, diversity of thought and other relevant personal attributes; , of whom at least three should be female representatives on the PIC and PICG Board over time, where that is consistent with other skills and diversity requirements.

1.3 Reporting and monitoring

1.3.1 The Nomination Committee is responsible for ensuring that the Boards have the right balance of skills, experience and knowledge and, in accordance with its terms of reference, shall:
1.3.1.1 regularly review the Boards’ composition, succession planning, talent development and the broader aspects of diversity;

1.3.1.2 ensure any search firms used understand the Boards’ values and approach to diversity, including this Board Diversity Policy, and will comply with those values and approach in identifying and proposing suitable candidates for appointment to the Boards;

• 1.3.1.3 identify suitable candidates for appointment to the Boards on merit against an objective criteria having regard to:
  the benefits of diversity in promoting the success of the Company for the benefit of its shareholders as a whole; and
• the skills, experience, background, independence and expertise of current members of the Boards;

1.3.1.4 report annually in the corporate governance section of the Annual Report on the progress towards the targets in this Board Diversity Policy; and

1.3.1.5 review the Board Diversity Policy regularly and in light of relevant regulatory and market developments in relation to Board diversity targets regarding diversity and inclusion characteristics, recommend any revisions to the Board.

This statement was approved by the Board on 28 November 2024