JUST GROUP PLC Annual Report and Accounts 2021
DIRECTORS’ REMUNERATION REPORT CONTINUED
Chair and Non-Executive Directors Element
Purpose and link to strategy
Operation (including framework used to assess performance)
Opportunity
To attract and retain a high-calibre Chair and Non-Executive Directors by offering market- competitive fee levels.
The Chair is paid a single fixed fee. The Non- Executive Directors are paid a basic fee, with additional fees paid to the Chairs of the main Board Committees and the Senior Independent Director to reflect their extra responsibilities. In exceptional circumstances, additional fees may be paid where the normal time commitment of the Chair or a Non-Executive Director is significantly exceeded in any year. Fees are reviewed periodically by the Committee and Group Chief Executive Officer for the Chair, and by the Chair and Executive Directors for the Non-Executive Directors. Fees are set taking into consideration market levels amongst relevant insurance peers and other companies of equivalent size and complexity, the time commitment and responsibilities of the role, and to reflect the experience and expertise required. The Chair and the Non-Executive Directors are entitled to the reimbursement of reasonable business-related expenses (including any tax thereon). They may also receive limited travel or accommodation-related benefits in connection with their role as a Director.
The Company’s Articles of Association place a limit on the aggregate fees of the Non- Executive Directors of £1m per annum. Any changes to fee levels are guided by the general increase for the broader employee population, but on occasions may need to recognise, for example, changes in responsibility and/or time commitments.
FEES
1 Awards may be structured as nil-cost options which will be exercisable until the tenth anniversary of the grant date. 2 The Committee has the authority to apply a malus adjustment to all, or a portion of, an outstanding STIP or LTIP award in specific circumstances. The Committee also has the authority to recover (clawback) all, or a portion of, amounts already paid in specific circumstances and within a defined time frame. These provisions apply to both the cash and deferred elements of the STIP.
APPROVAL This report was approved by the Board of Directors on 9 March 2022 and signed on its behalf by:
IAN CORMACK Chair, Remuneration Committee 9 March 2022
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