Just Group plc | Annual Report and Accounts 2024
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NOMINATION AND GOVERNANCE COMMITTEE REPORT
ROLE The Nomination and Governance Committee (the “Committee”) is responsible for regularly reviewing the structure, size and composition of the Board and its Committees, and where appropriate makes recommendations to the Board for the orderly succession of Executive and Non-Executive Director appointments. It oversees the refreshment of the Board and its Committees, and seeks to maintain an appropriate balance of skills, knowledge, independence, experience and diversity, taking into account the Group’s strategic priorities, its challenges and opportunities, all relevant corporate governance standards, and associated guidance on Board composition. The Committee is also responsible for keeping under review compliance with the UK Corporate Governance Code (the “Code”), monitoring emerging trends in, and consultations on, corporate governance matters, considering the potential effect on the Group’s governance arrangements and recommending any relevant changes to the Board, as appropriate, on matters including the corporate governance framework of the Group. It is responsible for overseeing the induction, training and continuous professional development of the Group’s Directors. The full responsibilities of the Committee are set out in its terms of reference, which are reviewed annually and can be found at www.justgroupplc.co.uk/about-us/governance. REVIEW OF THE YEAR The Committee continued to focus on maintaining strong and effective leadership at Just, aligned to the skills, knowledge, experience and diversity needed to support the Group’s delivery of its growth ambitions. Three scheduled meetings were convened during 2024. The Group Chief Executive Officer and Group Chief People Officer were invited to attend the meetings during the year. Other Group executives and senior managers were invited to attend meetings, where appropriate, to report on their areas of responsibility. Key Highlights in 2024 • Reviewed Board composition, Non-Executive Director independence and time commitment. • Assessed the performance of the Board, its principal Committees and individual Directors. • Recommended the re-election of Directors. • Considered Director and senior management succession plans and contingency arrangements. • Agreed the Board training requirements and schedule for 2025. • Recommended updates to the Board Diversity, Equity, Inclusion and Belonging Policy. • Formalised requirements for Board champion roles. • Considered the Board’s compliance with the 2018 Code in 2024. • Ongoing oversight of compliance with 2024 iterations of the Code. • Considered and agreed recommendations to enhance the Board’s oversight of Just’s culture. • Engaged on principles for the future operation of Board and Committee meetings. AREAS OF FOCUS The Committee follows an annual rolling forward agenda with standing items considered at each meeting in addition to any matters arising and topical issues which the Committee has decided to focus on. The key focus areas for the year are covered in the sections below.
This report outlines the key areas of focus and activities carried out by the Nomination and Governance Committee during the year ended 31 December 2024 and priorities for the year ahead.”
JOHN HASTINGS-BASS Chair, Nomination and Governance Committee
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