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Board Diversity and Inclusion Policy

Introduction

The Board Diversity and Inclusion Policy (the “Policy”) sets out The Gym Group plc’s (“TGG” or the “Company”) approach to ensuring diversity and inclusion at its Board and Committee levels.

The Policy does not apply to the Executive Committee or the remainder of the workforce at TGG.

However, the Company’s Sustainability Committee will be kept updated regarding progress on equity, diversity and inclusion at those levels pursuant to its Committee Terms of Reference.

The Board believes that a diverse and inclusive membership sets the tone for optimal decision-making and assists in the development and execution of the Company’s long-term strategic goals.

The Policy

TGG endorses the principles and provisions set out in the Financial Reporting Council’s UK Corporate Governance Code (the “Code”) and the Financial Conduct Authority’s (the “FCA”) Listing Rules and Disclosure Guidance and Transparency Rules. The Board recognises that having a diverse and inclusive culture is essential to its long-term success.

Board and Committee appointments will be made based on merit and against objective criteria taking into consideration the diversity of the existing Board’s, Committees’ and candidates’ skills, knowledge, experience, ethnic background, cognitive and personal strengths, outlook, approach and gender without prejudice to aspects such as age, sexual orientation, disability or educational, professional and socio-economic backgrounds.

The Nomination Committee (the “Committee”) is responsible for, among other matters:

  • evaluating on an annual basis, the composition of the Board and its Committees, including diversity and inclusivity, and making recommendations to the Board regarding changes and the appointment of new Directors where necessary;
  • overseeing the development of a diverse pipeline of talent leading up to the Board and the Executive Committee;
  • reviewing the Policy and progress made against the objectives set out below; and
  • disclosing in the Company’s annual report, a description of TGG’s policy on diversity and inclusion, the objectives set out below and their link to the Company’s strategy, how the Policy has been implemented and progress on achieving those objectives.

All Board and Committee appointments will be subject to a formal, rigorous, and transparent process as set out in the Committee’s Terms of Reference.

Diversity and Inclusion Objectives

To achieve diversity and inclusion, the Board is committed to the following objectives:

  1. To continue to adopt a formal, rigorous and transparent process, taking into account diversity and inclusion, when considering the appointment of Directors. The Board is committed to using search firms that access talent from wide and diverse pools and whose values and approach in identifying and proposing suitable candidates, are aligned with the Policy.
  2. To achieve and maintain, with respect to gender and ethnic diversity at Board and Committee levels, any legal and regulatory requirements particularly under the FCA’s Listing Rules, recognising that unexpected changes in Board composition may result in temporary periods when this balance is not achieved.
  3. To monitor progress in ensuring that a suitable number of roles are held by women and persons from ethnic minority backgrounds, at the Executive Committee level and below.
  4. To continue to facilitate a culture of inclusivity among Board and Committee members and to encourage active contributions from all Directors, recognising that a clear tone and example must be set at Board level.

Monitoring, Reporting and Review

Supported by the Committee, the Board commits to the annual evaluation of the composition and diversity of the Board and its Committees. Results will be considered as a whole and as required by law, regulations and the Code and reported in the Company’s annual report, against the diversity and inclusion objectives set out above.

The Committee will review the Policy annually and recommend any revisions to the Board for approval, where it considers necessary.

Approved by the Board on 7 November 2024