Strategic Report
Financial Statements
Governance
117
RODNEY COOK Rodney stepped down from the Board in 2019 and the treatment of his awards under the LTIP and DSBP was disclosed in the 2019 Annual Report. All of his awards vested prior to 2024. He exercised his 2018 LTIP and 2018 DSBP nil-cost options of 336,863 shares in total on 5 April 2024 at a market price of £1.062. SIMON THOMAS Simon stepped down from the Board in 2018 and the treatment of his awards under the LTIP and DSBP was disclosed in the 2018 Annual Report. All of his awards vested prior to 2024. He exercised:
• on 11 March 2024 150,892 2015 LTIP nil-cost options and sold the shares at £0.9875 each; and • on 4 October 2024 50,000 2017 LTIP nil-cost options and sold the shares at £1.404 each.
SERVICE CONTRACTS AND LETTERS OF APPOINTMENT Executive Directors are on rolling service contracts with no fixed expiry date. The contract dates and notice periods for each Executive Director are as follows:
Date of contract
Notice period by Company
Notice period by Director
David Richardson
27 November 2019 6 November 2023
6 months 6 months
6 months
Mark Godson 6 months The appointment of each Non-Executive Director may be terminated at any time with immediate effect if he/she is removed as a Director by resolution at a general meeting, by giving one months’ notice, or pursuant to the Articles. The Non-Executive Directors (other than the Chair) are not entitled to receive any compensation on termination of their appointment.
CONTRACT/LETTER OF APPOINTMENT EFFECTIVE DATES
Jim Brown
1 November 2023 1 March 2020 13 August 2020 1 February 2022 5 January 2023
Michelle Cracknell John Hastings-Bass
Mary Kerrigan Mary Phibbs Kalpana Shah¹
1 March 2021
1 Kalpana stepped down from the Board on 1 March 2025.
Executive Directors’ service contracts are available for inspection at the Group’s registered office during normal business hours and will be available for inspection at the AGM.
STATEMENT OF VOTING AT THE ANNUAL GENERAL MEETING (UNAUDITED) At the Company’s 2024 AGM held on 7 May, shareholders were asked to vote on the Directors’ Remuneration report for the year ended 31 December 2023. The Directors’ Remuneration policy was most recently considered and approved at the 9 May 2023 AGM. The votes received were:
Resolution
Votes for
% of votes
Votes against
% of votes
Votes withheld
To approve the Directors’ Remuneration report (2024 AGM) To approve the Directors’ Remuneration policy (2023 AGM)
841,209,063 810,331,240
97% 22,281,164 95% 39,534,784
3% 49,209
5% 5,501 The full Directors Remuneration policy can be found in the 2022 ARA on our website: www.justgroupplc.co.uk/investors/results-reports-and- presentations EXTERNAL ASSISTANCE PROVIDED TO THE COMMITTEE Following a robust and competitive tender process, Deloitte LLP (“Deloitte”) were appointed as the independent adviser to the Remuneration Committee in October 2024. From 2020 to October 2024, FIT Remuneration Consultants LLP (“FIT”) had been retained as the independent adviser to the Committee. Deloitte LLP also provided tax advisory, treasury and internal audit services during 2024. The Committee regularly reviews and satisfies itself that all advice received is objective and independent (through assessing the advice against their own experience and market knowledge), and fully addresses the issues under consideration. Deloitte and Fit are members of the Remuneration Consultants Group and subscribe to its Code of Conduct. Fees paid to Deloitte for services to the Committee in 2024 were £28,250 and were charged on a time spent basis in accordance with the terms of engagement. Fees paid to Fit for services to the Committee in 2024 were £41,666 and were charged on a time spent basis in accordance with the terms of engagement.
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