FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE
DIRECTORS’ REPORT
The Directors present their report for the financial year ended 31 December 2021.
Both the Directors’ Report and the Strategic Report have been drawn up and presented in accordance with, and in reliance upon, applicable English company law. The liabilities of the Directors in connection with those reports shall be subject to the limitations and restrictions provided by such law. Overseas branches The Company does not have any overseas branches within the meaning of the Companies Act 2006. Modern slavery In compliance with section S4(1) of the Modern Slavery Act 2015, the Group published its slavery and human trafficking statement online. Articles of Association The Company may make amendments to the Articles of Association by way of special resolution of the shareholders in accordance with the Companies Act. No changes were made to the Articles of Association during 2021. Adoption of new Articles of Association will be proposed at the 2022 Annual General Meeting, details of which can be found in the Notice of Meeting which will be made available to shareholders separately. Business relationships The Board is committed to foster the Company’s business relationships with suppliers, customers and other stakeholders. Details on how the Board engage with our principal suppliers and customers, as well as other stakeholders can be found on pages 36 to 37. GOING CONCERN AND VIABILITY STATEMENT The Directors are required to assess the prospect of the Company and the Group as a going concern over the next 12 months in accordance with Provision 30 of the UK Corporate Governance Code 2018 (the “Code”), and also the longer-term viability of the Group in accordance with Provision 31 of the Code. The going concern and longer-term viability assessment includes the consideration of the Group’s business plan approved by the Board; steps taken by the Group over the last three years to improve capital efficiency; the projected liquidity position of the Company and the Group; on-going impacts of COVID-19; current financing arrangements and contingent liabilities; and a range of forecast scenarios with differing levels of new business and associated additional capital requirements to write anticipated levels of new business. The Group and its regulated insurance subsidiaries are required to comply with the requirements established by the Solvency II Framework, and to measure and monitor its capital resources on this basis. It is fundamental to the Group that the Directors manage and monitor the key risks the Group is exposed to, including longevity risk, property risk, credit risk, and interest rate risk, so that it can protect policyholders and meet their payments when due. In addition, the resilience of the solvency capital position has been tested under a range of adverse scenarios, which considers the possible impacts on the Group’s business, including stresses to UK residential property prices, house price inflation, the credit quality of assets, mortality and risk-free rates, together with a reduction in new business levels. In addition, the results of extreme property stress tests were considered, including a property price fall. Furthermore, the Directors note that in a scenario where the Group ceases to write new business the going concern basis would continue to be applicable while the Group continued to service in-force policies. Having due regard to these matters and after making appropriate enquiries, the Directors confirm that they consider it appropriate to prepare the financial statements on the going concern basis.
The Strategic Report, the Governance Report and the Remuneration Report include information that would otherwise be included in the Directors’ Report. The Annual Report contains forward-looking statements, which are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results to differ from any future results or developments expressed in, or implied by, the forward-looking statements. Each forward-looking statement speaks only as of the date of that particular statement. Just is a specialist UK financial services group focusing on attractive segments of the UK retirement income market. Just Group plc (the “Company”) is a public company limited by shares and was incorporated in England and Wales with the registered number 8568957. The Company is a holding company. Details of the Company’s subsidiaries are set out in note 35. Commentary on the Group’s performance in the financial year ended 31 December 2021 and likely future developments is included in the Strategic Report on pages 48 to 57. Our approach to stakeholder engagement, including our Section 172 statement, can be found on pages 36 to 42. Corporate governance statement The FCA’s Disclosure Guidance and Transparency Rules require a corporate governance statement in the Directors’ Report to include certain information. You can find information that fulfils this requirement in this Directors’ Report, the Corporate Governance Report, Committee Reports, and the Directors’ Remuneration Report on pages 93 to 108, all of which is incorporated in the Directors’ Report by reference. Requirements under Listing Rule 9.8.4C GOVERNANCE Principal activities and performance In accordance with Listing Rule 9.8.4C, the table below sets out the location of the information required to be disclosed, where applicable.
Information
Page number
Interest capitalised by the Group
Not applicable
Publication of unaudited financial information Not applicable Long-term incentive schemes involving one director only Not applicable Waiver of emoluments by a director Not applicable Waiver of future emoluments by a director Not applicable Non pre-emptive issues of equity for cash Not applicable Non pre-emptive issues of equity for cash in relation to major subsidiary undertakings Not applicable Parent participation in a placing by a listed subsidiary Not applicable Contracts of significance involving a director Not applicable Contracts of significance involving a controlling shareholder Not applicable
Share plans on page 111 Share plans on page 111 Not applicable
Shareholder waivers of dividends
Shareholder waivers of future dividends Agreements with controlling shareholders
109
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