Strategic Report
Financial Statements
Governance
123
DIRECTORS’ REPORT
The Directors present their report for the financial year ended 31 December 2024. The Strategic report, the Corporate Governance report and the Directors’ Remuneration report include information that would otherwise be included in the Directors’ report. The Annual Report contains forward-looking statements, which are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risk, uncertainties and other factors that may cause actual results to differ from any future results or developments expressed in, or implied by, the forward-looking statements. Each forward-looking statement speaks only as of the date of that particular statement. STRATEGY AND FUTURE DEVELOPMENTS PRINCIPAL ACTIVITIES AND PERFORMANCE Just is a specialist UK financial services group focusing on attractive segments of the UK retirement income market. Just Group plc (the “Company”) is a public company limited by shares and was incorporated in England and Wales with the registered number 08568957. The Company is a holding company. Details of the Company’s subsidiaries are set out in note 31. Commentary on the Group’s strategy and performance in the financial year ended 31 December 2024 and likely future developments is included in the Strategic report. Our approach to stakeholder engagement, including our Section 172 statement, can be found in the Strategic report and Corporate Governance report. GOVERNANCE CORPORATE GOVERNANCE STATEMENT The FCA’s Disclosure Guidance and Transparency Rules require a corporate governance statement in the Directors’ report to include certain information. You can find information that fulfils this requirement in this Directors’ report, the Corporate Governance report, Board Committee reports, and the Directors’ Remuneration report, all of which is incorporated in the Directors’ report by reference. REQUIREMENTS UNDER LISTING RULE 6.6.1 In accordance with Listing Rule 6.6.1, the table below sets out the location of the information required to be disclosed, where applicable.
ARTICLES OF ASSOCIATION The Company may make amendments to the Articles of Association by way of special resolution of the shareholders in accordance with the Companies Act. The Company’s Articles of Association can be found at www.justgroupplc.co.uk/about-us/governance. GOING CONCERN AND VIABILITY STATEMENT The Directors are required to assess and report on the appropriateness of adoption of the going concern basis of accounting over the 12 months from the date of this report in accordance with Provision 30 of the UK Corporate Governance Code 2018 (the “Code”). In addition, in accordance with Provision 31 of the Code, the Directors are required to assess the prospects of the Group and report on conclusions reached regarding its longer-term viability. The going concern and longer-term viability assessments include consideration of the Group’s business plan approved by the Board; the projected liquidity position of the Company and the Group; ongoing impacts of economic stresses; current financing arrangements and contingent liabilities; and a range of forecast scenarios with differing levels of new business and associated additional capital requirements to write anticipated levels of new business. The Group and its regulated insurance subsidiaries are required to comply with the requirements established by the Solvency II Framework, and to measure and monitor its capital resources on this basis. It is fundamental to the Group that the Directors manage and monitor the key risks the Group is exposed to, including longevity risk, property risk, credit risk, and interest rate risk, so that it can protect policyholders and meet their payments when due. The resilience of the solvency capital position has been tested under a range of adverse scenarios, before and after management actions within the Group’s control, which considers the possible impact on the Group’s business, including stresses to the credit quality of assets, mortality and risk-free rates. Eligible own funds exceeded the minimum capital requirement in all stressed scenarios described above. Furthermore, the Directors note that in a scenario where the Group ceases to write new business, the going concern basis would continue to be applicable while the Group continued to service in- force policies. Having due regard to these matters and after making appropriate enquiries, the Directors confirm that they consider it appropriate to prepare the financial statements on the going concern basis. The longer-term viability statement, as required by the Code, has been undertaken for a period of five years in line with the Group’s business planning horizon. It is in the Strategic report on page 65. THE BOARD DIRECTORS The Directors who served during the year and up to the date of this report are set out below. • John Hastings-Bass, Chair • James Brown (known as Jim Brown) • Michelle Cracknell
Information
Page number
Interest capitalised by the Group Publication of unaudited financial information
Not applicable
Page 214
Long-term incentive schemes involving one director only Waiver of emoluments by a director Waiver of any future emoluments by a director Non pre-emptive issues of equity for cash Non pre-emptive issues of equity for cash in relation to major subsidiary undertakings Parent participation in a placing by a listed subsidiary Contracts of significance involving a director Contracts of significance involving a controlling shareholder Shareholder waiver of dividends Shareholder waiver of future dividends Agreements with controlling shareholders
Not applicable Not applicable
Not applicable Not applicable
• Mark Godson • Mary Kerrigan • Mary Phibbs • David Richardson • Kalpana Shah (resigned on 1 March 2025)
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Not applicable Not applicable
The biographies of the Directors in office as at the date of this report can be found on pages 72 to 74. The rules governing the appointment and retirement of Directors are set out in the Company’s Articles of Association and all appointments are made in accordance with the Code. All current Directors will retire and stand for election or re-election at the 2025 Annual General Meeting (“AGM").
Not applicable
Share plans page 125 Share plans page 125
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