FCA Listing Rule 9.8.6R(9), diversity disclosures, ethnic background and gender identity of board and executive management.

AstraZeneca PLC – Annual report – 31 December 2022

Industry: pharmaceuticals

Nomination and Governance Committee Report (extract)

Inclusion and diversity

The Board views all aspects of diversity among Board members as important considerations when reviewing its composition. The Board also aims to maintain a balance in terms of the range of experience and skills of individual Board members, which includes relevant international business, pharmaceutical industry and financial experience, and appropriate scientific and regulatory knowledge. The biographies of Board members set out on pages 80 and 81 give more information about current Directors in this respect.

As well as being considered in decisions about succession and Board appointments, inclusion and diversity is integrated across our Code of Ethics and associated workforce policy. We promote a culture of diversity, respect and equal opportunity, where individual success depends only on personal ability and contribution. We strive to treat our employees with fairness, integrity, honesty, courtesy, consideration, respect, and dignity, regardless of sex, race, nationality, age, sexual orientation or other forms of diversity. The Board is provided each year with a comprehensive overview of the AstraZeneca workforce, covering a wide range of metrics and measures (including trends around gender diversity, leadership, ethnic diversity and age profile). In the first year of the FTSE Women Leaders Review published in 2022, which is the third and successor phase to the Hampton-Alexander and Davies Reviews, we were named as the highest-ranking pharmaceutical company in the FTSE 100 for representation of women on the combined executive committee and their direct reports. For the year ended 31 December 2022, women represented 42.7% of the SET and its leadership teams (42.3% following the retirement of Katarina Ageborg in January 2023).

Information about our approach to diversity in the organisation below Board level can be found in People, from page 45.

Board Inclusion and Diversity Policy

The Board has adopted an Inclusion and Diversity Policy (the Policy), which is applicable to the Board and its Committees. The Policy reinforces the Board’s ongoing commitment to all aspects of diversity and to fostering an inclusive environment in which each Director feels valued and respected. Although the Board appoints candidates primarily based on merit and the relevance of their background and experience, measured against objective criteria, it recognises that an effective Board, with a broad strategic perspective, requires diversity. The Policy provides a commitment to use at least one professional search firm that has signed up to the ‘Voluntary Code of Conduct for Executive Search Firms’, to help recruit Directors from a broad, qualified group of candidates, to increase diversity of thinking and perspective. The Board’s approach to inclusion and diversity continues to yield successful results.

As at 31 December 2022, 31% of the Company’s full Board identifies as an ethnic minority, 36% of the Company’s Non-Executive Directors are women, and women make up 38% of the full Board. The information presented in the following tables was collected on a self-reporting basis. The Board, the SET and the Company Secretary were provided with the prescribed table, and asked to complete based on how they identify. Although not yet applicable to the Company, the Board is mindful of the FCA’s new diversity targets and while pleased that it has met most of them, notes that 38% of the Board are women and so it does not yet meet the 40% requirement.

The make-up of the Board is subject to fluctuations owing to the necessary expertise of the Board. However, mindful of the increased focus on diversity, including the updated Listing Rule requirements and evolving recommendations of the FTSE Women Leaders Review, the Board reviewed the Policy for 2023 and will be cognisant of the increased 40% recommendation for female representation on its Board. The updated Policy also sets out the Board’s aim for at least one of the Chair of the Board, Chief Executive Officer, Senior independent Director or Chief Financial Officer to be a woman, which the Board is pleased to have already met following the appointment of Aradhana Sarin as CFO.

The Board’s Inclusion and Diversity Policy can be read in full on our website, www.astrazeneca.com.

Table 1. Reporting table on sex/gender representation as at 31 December 2022

Table 2. Reporting table on ethnicity representation as at 31 December 2022