Strategic Report
Financial Statements
Governance
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Group STrategic Priorities Grow sustainably
Be recommended by our customers Be proud to work at Just
Scale with technology Reach new customers
BOARD AND BOARD COMMITTEE GOVERNANCE • Received reports from the principal Board Committees. • Approved updates to matters reserved for the Board and Board Committees’ terms of reference. • Approved updates to the Inside Information Policy and Securities Dealing Policy and Code. • Received updates on regulated subsidiaries governance, initiatives and challenges. • Convened the 2024 Annual General Meeting (“AGM"). • Conducted an internal performance review of the Board, Board Committees and individual Directors’ effectiveness.
• Considered key changes to the Principles and Provisions of the Code and noted plans to ensure ongoing compliance. • Reviewed changes to the UK Listing Rules relevant to Just. • Received an overview of the Economic Crime and Corporate Transparency Act 2023 and its impact on Just. • Approved the Company’s Modern Slavery Statement. • Attended a series of workshops and training sessions covering, amongst others, detailed updates on expense allocations and assumptions, stress and scenario testing, and sustainability matters.
Alignment to strategic priorities
Meeting attendance There were seven scheduled Board meetings in 2024 and an offsite to discuss the Group’s strategy. All scheduled meetings were in-person with facilities for virtual attendance for those Directors who could only attend remotely. Various senior executives and external advisers were invited to attend and present on various business development and governance matters, as required. The table below sets out Directors’ attendance at the scheduled Board and Board Committee meetings in 2024. Additional Board and Board Committee meetings were convened during the year to discuss material transactions, and various governance and regulatory matters. Papers were circulated before each meeting to give the Directors sufficient opportunity to consider the issues to be discussed. In exceptional circumstances where Directors could not attend some of the additional meetings, they had the opportunity to provide comments and raise any concerns to the Chair in advance of the meeting. The Group Company Secretary attended the Board meetings and he, or his nominated deputy, attended all Board Committee meetings. Minutes and actions are documented, and circulated following each meeting.
Group Risk and Compliance
Nomination and
Board Group Audit
Governance Remuneration
John Hastings-Bass David Richardson
Chair
7/7 7/7 7/7 7/7 7/7 7/7 7/7 7/7
– – –
8/8
3/3
5/5
Executive Director Executive Director
– –
– –
– –
Mark Godson Mary Phibbs
Senior Independent Director
6/6
8/8 8/8
3/3
5/5 5/5 5/5
Jim Brown
Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director
– –
–
– –
3/3
Michelle Cracknell 1
Mary Kerrigan Kalpana Shah 2
6/6 6/6
– – 0
– – 0
8/8
Additional meetings held
2
0
0
1 Michelle Cracknell was appointed as a member of the Group Audit Committee on 31 January 2025. 2 Kalpana Shah resigned as a Director on 1 March 2025.
BOARD SUPPORT The Group Company Secretary supports the Chair and the Board, which includes bringing all governance matters to the attention of the Board and delivering an annual programme of Board and Board Committee meetings, training and presentations from senior management, to ensure that each Director has sufficient information required to discharge their statutory duties, in a timely and effective manner. Directors may seek independent professional advice at the Company’s expense where they consider it appropriate in relation to their duties. All Directors have access to the advice and services of the Group Company Secretary and the Group General Counsel.
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