Strategic Report
Financial Statements
Governance
71
• The Board was briefed on new regulatory requirements including changes to the PRA’s expectations on funded reinsurance arrangements and agreed changes to the funded reinsurance counterparty limits to ensure ongoing compliance with regulations. • The Board assessed how the Group has embedded Consumer Duty requirements to ensure the delivery of good customer outcomes. • The Nomination and Governance Committee reviewed succession plans, the Board Diversity, Equity, Inclusion and Belonging Policy, Board training schedules, and annual Board, Committee and Director performance reviews. It monitored plans to ensure compliance with the 2024 iteration of the Code. It also considered the Board’s role in the oversight of Just’s culture and behaviours, and agreed enhancements to reporting. • The Group Audit Committee provided oversight of the preparation of the Group’s Annual Report and Solvency II reporting. It was briefed on sustainability disclosure requirements, interest rate exposures and the Solvency UK matching adjustment reform, including matching adjustment attestation requirements. It appointed a new Director of Group Internal Audit who provided reports on internal controls and updates on assurance activities. • The GRCC considered various risk matters during the year. This included a review of Just’s risk appetites and stress and scenario testing results. Regular updates on conduct and customer risk matters, and regulatory developments were also received. Other areas of focus included the management of model risk, third party risk and technology risk. • The Remuneration Committee discharged its delegated responsibilities for the remuneration arrangements for the Chair, Executive Directors and Senior Management during the year. It also reviewed workforce remuneration and related policies, and took into consideration the alignment of incentives and rewards with the Group’s culture. The Remuneration Committee conducted a tender process and appointed Deloitte as its new remuneration consultant in late 2024. Further details on the tender process can be found on page 117. An outline of the range of matters discussed at Board meetings during the year can be found on pages 82 to 83. More information on the work and activities of the principal Board Committees can be Board evaluation is an important annual process and in 2024, there was an internal performance review facilitated by the Chair and Group Company Secretary. A key theme of the review focused on the interaction between the Board and its Committees, and the efficient operation of meetings. Further information on the review and the conclusions can be found in the Governance in Operation report. The Board has assessed the performance, independence and time commitment of all of the Non-Executive Directors and concluded that they continue to be effective and meet all of the independence and time commitment expectations. The Board also believes that the mix of tenure and balance of skills is in the best interest of shareholders and recommends the re-election of all current Directors at the 2025 Annual General Meeting (“AGM”). STAKEHOLDER ENGAGEMENT During the year, the Directors engaged with stakeholders in various ways. The Executive Directors met with numerous investors and potential investors, and the Non-Executive Directors took advantage of opportunities to engage with colleagues. The Relationships with stakeholders report and Section 172 statement contain more details of how the Board has considered our different stakeholders when making decisions. found on pages 94 to 122. BOARD PERFORMANCE
ANNUAL GENERAL MEETING The 2025 AGM will be held at 10.00am on 8 May 2025 at 1 Angel Lane, London EC4R 3AB. The Directors were pleased with the support received from shareholders at the 2024 AGM with investors representing over 80% of the share capital voting and, of those, more than 90% of the votes were in favour of the resolutions. On behalf of the Board, I would like to thank shareholders for their continued engagement and support. I would also like to thank our colleagues for their continued commitment and dedication to Just and our purpose. The Board and I look forward to engaging with our stakeholders in the year ahead.
JOHN HASTINGS-BASS Chair 6 March 2025
UK CORPORATE GOVERNANCE CODE 2018 The 2018 Code, which is available to view on the Financial Reporting Council’s website is the standard against which we measured ourselves in 2024. Details on how we have applied the Principles and complied with the Provisions set out in the Code and how governance operates at Just have been summarised throughout this Governance section and elsewhere in the Annual Report as set out below.
Pages
BOARD LEADERSHIP AND COMPANY PURPOSE A. Effective Board
72-74
B. C. D. E.
Purpose, values and culture Governance framework Stakeholder engagement Workforce policies and practices
1, 54-57
78
58-60
63
DIVISION OF RESPONSIBILITIES F. Role of Chair
80
G. H.
Independence
80, 95-96
External commitments and conflicts of interest
95-96
I.
Board resources
83
COMPOSITION, SUCCESSION AND EVALUATION J. Appointment to the Board
95, 97 95, 97 89-90
K. L.
Board skills, experience and knowledge
Annual Board evaluation
AUDIT, RISK AND INTERNAL CONTROL M.
External Auditor and Internal Auditor Fair, balanced and understandable review
101-103 99, 128
N. O.
Internal financial controls and risk management 102, 106
REMUNERATION P.
Linking remuneration to purpose and strategy 109-110
Q. R.
Remuneration policy review Performance outcomes in 2024
110 111
Powered by FlippingBook