Just Annual Report and Accounts 2024

Strategic Report

Financial Statements

Governance

99

The effectiveness of the Committee was reviewed as part of the annual Board performance review and the Board concluded that the Committee was effective. The Committee considers the quality of papers and effectiveness of its discussions as a standing item at the end of each meeting, and assesses its compliance with its terms of

Composition

MEMBERS Mary Phibbs

Chair

Michelle Cracknell

Independent Non-Executive Director Independent Non-Executive Director

reference annually. AREAS OF FOCUS

Mary Kerrigan

The Committee adheres to an annual rolling forward agenda, which includes various standing items considered throughout the year, as well as specific matters requiring the Committee’s attention. Regular reporting is received from Group Internal Audit and the external auditor as outlined later in this report. Key areas of focus during the year included the following matters.

Kalpana Shah resigned as a Director and member of the Committee on 1 March 2025. Michelle Cracknell was appointed as a member of the Committee on 31 January 2025. Committee meeting attendance can be found on P83 . Biographies of Committee members can be found on P72-74 .

FINANCIAL REPORTING In 2024 and to date in 2025, the Committee:

• reviewed the areas of significant estimate and judgement relevant to the Group’s financial statements and considered the impact of Solvency UK reforms on the Group’s capital position (see page 100); • reviewed the assumptions critical to assessing the value of assets and liabilities, in particular insurance contract liabilities and lifetime mortgages; • reviewed the Matching Adjustment and took into account the requirements under PS10/24 including consideration of Fundamental Spreads and adjustments considered necessary to reflect the compensation for the risks retained by the Group; • considered correspondence received from the Financial Reporting Council (“FRC”) in respect of the 2023 Annual Report, together with FRC publications, with a view to continuing to provide high quality and relevant disclosures within the Annual Report; • reviewed reports on internal controls and progress towards compliance with the forthcoming requirements on reporting on all material controls in the 2026 Annual Report as part of the 2024 Code; • reviewed documentation prepared in support of the going • reviewed reports from the external auditor on the outcomes of their half-year review and financial year end audit. The Committee considered the external auditor to have displayed the necessary professional scepticism its role requires throughout the year; and • oversaw the preparation and reviewed the Group’s Solvency II reporting including the Group-wide Solvency and Financial Condition Report (“SFCR”) and the Annual Quantitative Reporting Templates (“AQRTs”) ahead of submission to the Prudential Regulation Authority (“PRA”). concern basis and longer-term viability assessment; • considered reports from the Group Chief Actuary; After thorough assessment and consideration of all relevant matters, the Committee was pleased to recommend to the Board, ahead of its publication, that the judgements and assumptions relevant to items reported within the financial statements are appropriate and that the Group Annual Report is fair, balanced and understandable, and provides the necessary information for shareholders to assess the Group’s position, prospects, business model and strategy.

GENDER DIVERSITY

05 March 2025 Male

0 3

Female

31 December 2024 Male

0 3

Female

ETHNIC DIVERSITY

05 March 2025 Asian

1 0 0 2 0 0 0 0 3 0

Black Mixed White Other

31 December 2024 Asian

Black Mixed White Other

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