Just Group plc | Annual Report and Accounts 2024
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CHAIR’S GOVERNANCE OVERVIEW
Dear shareholders and other stakeholders, In my opening Chair’s statement on pages 6 to 7, I set the scene for our Annual Report with an overview of our performance and successes, and the outlook for the business in the year ahead. On behalf of the Board of Just Group plc (the “Board”), I am pleased to present the 2024 Corporate Governance report, which supplements the information contained in the Strategic report. This section of the Annual Report and Accounts explains how the Board seeks to ensure that we have effective corporate governance and oversight in place to help support the creation of long-term sustainable value for our shareholders and broader stakeholders. As covered in the Governance in Operation report, the Board considers that, for the year under review, it has applied the Principles and complied with all Provisions of the UK Corporate Governance Code 2018 (the “Code”). Plans are in place for the Group to comply with the 2024 iteration of the Code, which is effective from 1 January 2025 except for Provision 29 which will apply to financial years beginning 1 January 2026. Throughout the Corporate Governance report, we have set out how the Board has discharged its duties through the activities of the Board and its Committees. STRATEGY AND PURPOSE The Board has agreed on an effective corporate governance framework, which includes the key mechanisms through which the Group sets its strategy and objectives, monitors performance and considers risk management. Just has a compelling, clear purpose, to help people achieve a better later life by providing competitive products, financial advice, guidance and services to those approaching, at, or in-retirement. Our priority is to deliver profitable and sustainable growth so that we can take advantage of the markets we operate in. We work hard to ensure our customers benefit from our services and our shareholders receive the benefit of long-term, sustainable value creation, whilst also taking into consideration the needs of our other stakeholders and the impact of our operations on the wider society and environment. BOARD AND COMMITTEE COMPOSITION Kalpana Shah informed the Board of her decision to resign as an independent Non-Executive Director with effect from 1 March 2025 after serving four years on the Board. From 31 January 2025, Michelle Cracknell was appointed as a member of the Group, JRL and PLACL Audit Committees and I have been appointed as interim Chair of the Group Risk and Compliance Committee (“GRCC”) pending the appointment of a permanent Chair to replace Kalpana. Further details on the changes and recruitment process for a new independent Non-Executive Director are contained in the Nomination and Governance Committee report. A key focus in 2024 was ensuring the smooth onboarding of Just’s Group Chief Financial Officer, Mark Godson, and independent Non- Executive Director, Jim Brown, who were both appointed to the Board in late 2023. The Nomination and Governance Committee has continued to monitor the skills and capabilities needed to support the Group deliver its strategic objectives, and this will remain a focus in the year ahead. BOARD AND COMMITTEE ACTIVITY The Governance in Operation report describes the work of the Board and its Committees over the year. This has been a busy year for the Board and I would like to take the opportunity to highlight some of the main activities during and in respect of the 2024 financial year. • The Board has been actively engaging on the Group’s strategy, sustainability and change initiatives to ensure that it can achieve its growth ambitions in a controlled and sustainable manner. • The Board was actively engaged in the oversight of the Group’s largest single defined benefit de-risking transaction to date. • The Board considered and approved proposed debt refinancing arrangements.
GOVERNANCE HIGHLIGHTS Culture Oversight
Board oversight of culture during the year. Read more on page 81 Board Performance Annual evaluation of the
performance of the Board and principal Board Committees led by the Chair and Group Company Secretary. Read more on page 89 Board assessment of the Group’s approach to ensuring the delivery of good customer outcomes. Read more on page 86
Consumer Duty
JOHN HASTINGS-BASS Chair
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