Just Group plc | Annual Report and Accounts 2024
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GROUP AUDIT COMMITTEE REPORT
ROLE The Group Audit Committee (the “Committee”) is responsible for assisting the Board in discharging its responsibility for oversight of the Group’s financial and solvency reporting, and the effectiveness of the Group’s systems of internal controls and other related activities. The Committee is also responsible for the oversight of the work and effectiveness of the Group Internal Audit function and the external auditor. The Committee is responsible for considering the above matters from the perspective of the Company together with the Audit Committees of each of the Group’s life companies, Just Retirement Limited (“JRL”) and Partnership Life Assurance Company Limited (“PLACL”), as well as from the perspective of any other Group entity as deemed appropriate. The Committee works closely with other Committees, in particular the Group Risk and Compliance Committee (“GRCC”), with close co-operation between the Chairs of these Committees. The Chair of the Committee is also a member of the GRCC. This ensures that the Audit Committee agenda is focused on higher risk areas and the results of internal and external audit work can be used to inform the work of the GRCC. The full responsibilities of the Committee are set out in the terms of reference, which are reviewed annually and can be found at www.justgroupplc.co.uk. COMMITTEE MEMBERSHIP The Committee currently comprises three independent Non- Executive Directors. Kalpana Shah was a member throughout 2024 until 1 March 2025 when she resigned as a Director of the Company. Michelle Cracknell was appointed as a member of the Committee on 31 January 2025. Collectively the members bring a diverse array of financial and commercial expertise essential for the necessary fulfilment of the Committee’s responsibilities, including specific expertise in life insurance accounting and competence pertinent to the sector in which the Group operates. The Board is satisfied that the Committee Chair possesses recent and relevant financial experience as advocated in the UK Corporate Governance Code (the “Code”). In addition to the Committee members, the Executive Directors attended the meetings together with members of the senior leadership team who presented reports within their respective areas of responsibility. Other Non-Executive Directors were invited to participate and contribute to the discussions and debates. The external auditor for the Group, PricewaterhouseCoopers LLP (“PwC”), was present at all meetings throughout the year. The Committee routinely allocated private time to meet with the Group Chief Financial Officer, the Director of Group Internal Audit, and the external auditor, without the presence of executive management, allowing for confidential discussions. REVIEW OF THE YEAR Six scheduled meetings were convened during 2024. The Committee also held an educational session with the GRCC to discuss the new requirements under Provision 29 of the Code which explicitly requires an annual directors’ declaration on the effectiveness of risk management and internal controls forming part of the Annual Report starting from the 2026 year end reporting cycle. The Committee was satisfied that sufficient progress is being made to ensure the Group is aligned with the new requirements in advance of its implementation. During the year, the Committee was briefed on a range of key topics by management’s subject matter experts. These topics included Sustainability Disclosures, Expense Allocation, and IFRS and Solvency II balance sheets, with an emphasis on interest rate exposure, and Solvency UK reforms to Matching Adjustment.
I am pleased to present my report on behalf of the Group Audit Committee for the year ended 31 December 2024. This report outlines the main activities and areas of focus during the year.”
MARY PHIBBS Chair, Group Audit Committee
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