Just Annual Report and Accounts 2024

Just Group plc | Annual Report and Accounts 2024

NOMINATION AND GOVERNANCE COMMITTEE REPORT continued

The Committee fully supports Just’s commitment to all aspects of diversity, including gender, race, sexuality, neurodiversity and disability, and welcomes the steps taken with respect to gender and ethnic diversity as a signatory to the Women in Finance Charter and Race at Work Charter. A focus as part of succession planning in 2025 will be to meet the FCA Listing Rule target on ethnic representation on the Board. BOARD AND COMMITTEE EFFECTIVENESS As part of the annual performance review of the Board, its principal Committees and individual Directors, the Committee considered and approved the proposed questionnaires and timeline of the exercise. There was an extensive discussion on the findings from the review and feedback provided by the Chair on his assessment of the individual Directors overall performance. The Senior Independent Director also provided feedback on her review of the Chair. Various recommendations were subsequently approved by the Board. Progress against the delivery of these actions will be monitored by the Committee during the year. Further details on the approach taken and outcomes of the review can be found in the Governance in Operation report. DIRECTOR RE-ELECTION The Committee has considered the Directors tenure and independence, and balance of skills, knowledge and experience of the Board as well as taking into consideration the requirements of the FCA Listing Rules. The Committee and the Board believe that the current composition of the Board is in the best interests of our stakeholders, and that the Non-Executive Directors continue to challenge appropriately and act independently. Consequently, all current Directors will be standing for re-election at the Company’s Annual General Meeting on 8 May 2025 to serve on the Board to promote the long-term success of the Company. CORPORATE GOVERNANCE CHANGES TO THE CODE The Committee monitors emerging trends and requirements on governance matters, and ongoing compliance with the Code. During the year, the Committee considered a gap analysis of the 2024 iteration of the Code and monitored the status of actions that had been agreed to ensure ongoing compliance with the Code. BOARD AND COMMITTEE OPERATION The Committee considered the operation of the Board and its Committees, and the decision making process. At the start of each scheduled Board and Committee meeting, there is a private session for the Non-Executive Directors to discuss any pertinent matters or concerns without management present. There is also a standing agenda item for meeting participants to discuss the effectiveness of the meeting and quality of papers, which provides an opportunity to agree on any enhancements that could be made in future. During the year, the Group completed its largest ever Defined Benefit de-risking transaction and the Committee Chair asked the Group Company Secretary to consider the governance process to ensure it was appropriate to oversee similar material developments in future. Following engagement with key stakeholders, the Group Company Secretary presented his findings to the Committee, which included various administrative recommendations. After considering the Group Company Secretary’s observations, the Committee was satisfied that the governance arrangements were effective. The Chair discussed the efficient operation of the Board and Committees with each of the Directors to identify opportunities to streamline processes across all Board and Committee meetings, where sensible. Following consideration of the feedback received, guidance will be drafted for review by the Committee before it is presented to the Board for adoption by the Directors.

were considered to be independent during the year are identified on pages 72 to 74. Additional measures are in place to support Director independence, which include meetings between the Chair and Non- Executive Directors, individually and collectively throughout the year, without the Executive Directors present. TIME COMMITMENTS The expected time commitment of the Non-Executive Directors is agreed and set out in writing in a letter of appointment, and the need for availability in exceptional circumstances is recognised. The Committee supports the Board by ensuring that the Directors have sufficient time to meet their obligations. Any additional external appointments may only be accepted following approval by the Board. Non-Executive Directors are expected to avoid holding an excessive number of external appointments. As part of the annual performance review of the Directors, the Committee considered each Non-Executive Director’s time commitments and whether they continued to have sufficient availability to perform their roles. The Committee assessed and confirmed to the Board that the Non-Executive Directors devoted sufficient time to effectively discharge their obligations to ensure the long-term sustainable success of Just. The other Directorships of the Non-Executive Directors are set out in their biographies. No Director is appointed to the Board of any FTSE 100 company. SUCCESSION PLANNING BOARD SUCCESSION The Committee continued to oversee the succession planning process for the Board in 2024 to fulfil its responsibility to proactively plan for an orderly succession of Directors to ensure continuity and the retention of relevant skills, knowledge and expertise. The Committee reviewed the current tenure of the Non-Executive Directors and was satisfied that no immediate action was required. As part of the review, the Committee considered contingency plans to ensure the continued smooth operation of the Board and Committees in the event of any unplanned changes to the Board. SENIOR MANAGEMENT SUCCESSION The Committee regularly reviews succession plans for the Group Executive Committee and Group Company Secretary to ensure they are orderly and aligned with Just’s strategic objectives. As part of the review during the year, the Committee identified immediate emergency successors for critical roles to mitigate risk events and candidates with a longer-term development trajectory. The Committee remained satisfied that the plans were comprehensive and robust. DIVERSITY, EQUITY, INCLUSION AND BELONGING The Board’s strategy reinforces Just’s commitment to drive progress on all aspects of diversity, equity, inclusion and belonging (“DEIB”) with a pledge to build a culture at Just that has DEIB at its core. The Board DEIB Policy (the “Policy”) was reviewed by the Committee during the year. The Committee recommended, and the Board subsequently approved, changes to the Policy to reflect updates to the Group’s DEIB strategy. The Committee considered the 2024 iterations to the Code, which has removed the list of diversity characteristics that should be considered when promoting diversity, inclusion and equal opportunity in recognition that diversity characteristics are wide ranging. The Committee was comfortable that the Policy already encompassed all aspects of diversity within Just, therefore no changes were required to meet the new Code requirements. As at 31 December 2024, the Board met the three targets on Board diversity set out in the FCA Listing Rule 6.6.6 (9). The Senior Independent Director is female and one Non-Executive Director was from a minority ethnic background. As set out in a table on diversity in the Governance in Operation report on page 88, 50% of the Board and 20% of executive management (as defined under the FCA Listing Rules) were female as at 31 December 2024. As at the date of this report, the ethnicity target is temporarily not met.