Just Group plc | Annual Report and Accounts 2024
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GOVERNANCE IN OPERATION continued
BOARD ACTIVITIES Set out below are the key focus areas of the Board during the year, their alignment to our Group strategic priorities and the decisions taken by the Board.
Group STrategic Priorities Grow sustainably
Be recommended by our customers Be proud to work at Just
Scale with technology Reach new customers
STRATEGY, CULTURE AND MANAGEMENT • Held a Board strategy session to consider and agree refinements to the Group’s strategy with a particular focus on our customers, Just’s compelling purpose and ambition, performance momentum, financial strength and culture. • Approved the Group’s key strategic targets and priorities for the year. • Received updates on the delivery of the Group strategy execution plan. • Monitored progress of various initiatives to reach our carbon net zero targets, and received updates on climate matters. • Received regular updates on sustainability matters and approved the Transition Plan and application to become a signatory of the UK Stewardship Code. • Engaged on Just’s reinsurance strategy. • Considered resource capacity and capability requirements to meet the future needs of the business.
• Considered the Group’s approach to the utilisation of artificial intelligence technology, and the opportunities and risks associated with its use. • Received updates on the Change delivery programme. • Monitored colleague engagement and culture initiatives, and received updates on diversity, equity, inclusion and belonging initiatives. • Approved updates to the Diversity, Equity, Inclusion and Belonging Policy. • Received detailed updates on strategically important initiatives for the Group. • Conducted in-depth reviews of the strategy, including opportunities and challenges, of each of the Group’s business areas.
Alignment to strategic priorities
STRUCTURE AND CAPITAL • Assessed the Group’s capital and liquidity requirements including optimisation of its Solvency II capital structure. • Approved the continuation of the purchase of shares in the market through the Group’s Employee Benefit Trust in order to meet exercisable share incentive awards. • Approved debt refinancing arrangements.
• Engaged on internal loan refinancing arrangements. • Approved resolutions for adoption by shareholders to permit the issue of new shares and Restricted Tier 1 (“RT1”) capital for the 2025 AGM to create flexibility for the Group if required. • Approved the payment of RT1 coupons in respect of RT1 notes. • Approved the Capital Management Policy.
Alignment to strategic priorities
FINANCIAL PERFORMANCE AND INVESTOR RELATIONS • Approved the business plan and targets, and monitored the Group’s results against them. • Approved the Group’s half-year and annual financial results. • Reviewed the dividend policy. Recommended the 2023 final dividend and declared the 2024 interim dividend.
• Approved the Group Solvency and Financial Condition Report for submission to the Prudential Regulation Authority. • Received updates on investor activity, market and peer analysis, and share price performance. • Reviewed broker reports on the Group and received feedback from investor meetings.
Alignment to strategic priorities
RISK MANAGEMENT AND INTERNAL CONTROLS • Approved changes to risk appetites to continue to manage risks effectively. • Considered risks to the Group’s strategy and business plan. • Approved the annual Group’s Own Risk and Solvency Assessment (“ORSA”) and ORSA Policy. • Approved the annual operational resilience self-assessment. • Engaged on the Group’s financial resilience.
• Approved the Group’s recovery plan in line with regulatory requirements.
• Received annual Chief Actuary validation reports. • Considered reinsurance counterparty arrangements. • Provided oversight of a material defined benefit de-risking transaction, including reinsurance arrangements, and approved a Matching Adjustment application. • Provided oversight of Consumer Duty-related activities. Assessed progress against regulatory expectations and approved the first Annual Board Consumer Duty report.
Alignment to strategic priorities
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