Just Group plc | Annual Report and Accounts 2024
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GOVERNANCE IN OPERATION continued
Division of roles and responsibilities As at the date of this report, there are seven members of the Board: the Chair (independent on appointment), two Executive Directors and four Non-Executive Directors, all of whom are considered independent. John Hastings-Bass is the Chair and Mary Phibbs is the Senior Independent Director. The Board believes that documented roles and responsibilities for Directors including a clear division of key responsibilities between the Chair and the Group Chief Executive Officer, are essential elements in the Group’s governance framework and facilitate the effective operation of the Board. The following table provides an overview of key Executive and Non-Executive accountabilities, which support the integrity of the Board’s operations.
DEFINING BOARD RESPONSIBILITIES CHAIR
GROUP CHIEF EXECUTIVE OFFICER • responsible for leadership of the business and manages it within the authorities delegated by the Board; • proposes and develops the Group’s strategy (including the sustainability strategy) and significant commercial initiatives; • leads the Group Executive team in the day-to-day running of the business; • ensures the Group’s operations are in accordance with the business plan approved by the Board, including the Board’s overall risk appetite, the policies established by the Board, and applicable laws and regulations; • represents the Group’s interests to external parties; • maintains dialogue with the Chair on important business and strategy issues; • recommends budgets and forecasts for Board approval; • makes recommendations to the Remuneration Committee on Just’s remuneration strategy; and • leads the communication programme with shareholders, regulators and other stakeholders, and ensures the appropriate and timely disclosure of information to the stock market. GROUP CHIEF FINANCIAL OFFICER • leads the actuarial, finance, investment operations and reporting, legal, company secretarial and tax functions; • deputises for the Group Chief Executive Officer; • proposes policy and action to support sound financial management; and • engages with shareholders, analysts and other key stakeholders. GROUP COMPANY SECRETARY • supports the Chair and provides guidance to aid the smooth functioning of the Board; • ensures the Board receives high-quality information in adequate time and has access to appropriate resources; • advises the Directors on corporate governance developments; • facilitates Board performance reviews; and • coordinates Director induction programmes and assists with their professional development.
• responsible for the effective leadership and governance of the Board but takes no part in the day-to-day running of the business; • leads the Board effectively to ensure it is primarily focused on strategy, performance, long term value creation and accountability in line with the Group’s purpose, values and culture; • ensures the Board determines the risk appetite of the Group and considers material risks when setting Just’s strategy and business plan; • leads the succession planning process (except his own succession) and chairs the Nomination and Governance Committee; • encourages all Directors to contribute fully to Board discussions and decision making, and ensures that there is constructive challenge on major proposals; • fosters relationships within the Board and provides a sounding board for the Group Chief Executive Officer on important business matters; • identifies development needs for the Board and individual Directors; • leads the process for evaluating Board and individual Director performance; and • ensures effective communication with major shareholders, regulators and other stakeholders. SENIOR INDEPENDENT DIRECTOR • provides a sounding board for the Chair; • serves as an intermediary for the other Directors when necessary; • serves as an alternative channel of communication for shareholders and other stakeholders; and • meets annually with each Non-Executive Director without the Chair present to appraise his performance and, as required, to address any other matters which the Directors might wish to raise. INDEPENDENT NON-EXECUTIVE DIRECTORS • provide constructive challenge and scrutiny of the performance of management, and promote the highest standards of integrity and governance; • bring an external perspective, knowledge and experience to the Board; and • assist in the development of strategy and the decision making process.
DESIGNATED NON-EXECUTIVE DIRECTOR CHAMPIONS Consumer Duty: supports the Chair and Group Chief Executive Officer in ensuring that Consumer Duty is raised in all relevant discussions and that the Board is challenging management on how it is delivering good consumer outcomes. Employee Engagement: gathers the views of colleagues through employee engagement and provides an employee voice in the Boardroom. Sustainability: supports the Chair in ensuring that sustainability matters are raised in all relevant discussions, and challenges and guides management on Just’s targets and wider sustainability developments. Whistleblowing: ensures and oversees the integrity, independence, and effectiveness of whistleblowing policies and procedures.
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