Just Annual Report and Accounts 2021

JUST GROUP PLC Annual Report and Accounts 2021

GOVERNANCE IN OPERATION

OUR GOVERNANCE STRUCTURE The Just Group plc Board (the “Board”) is responsible for the overall leadership of the Company and establishing the Group’s purpose, values, standards and strategy. The Board promotes the long-term sustainable success of the Company, generating value for customers, shareholders, other stakeholders and wider society. The Board has agreed an effective governance framework whose structure is set out below.

JUST GROUP PLC BOARD • Sets purpose, values and strategy for the group of companies of which Just Group plc is the ultimate shareholder (the “Group”) • Assesses and monitors culture ensuring behaviours and practices are aligned with the Group’s purpose, values and strategy • Sets risk appetite and oversees risk management including climate-related risks, internal control systems, corporate governance and regulatory matters • Approves major changes to the Group’s corporate structure including, but not limited to, major acquisitions or disposals and its presence in various jurisdictions • Approves the business plan including business strategy and objectives, climate-related targets, budgets, forecasts and any material changes, and monitors delivery against the plan ensuring that any necessary corrective action is taken

• Sets the Group’s sustainability strategy and CO 2 emission targets and oversees the steps taken to achieve these targets • Approves the capital structure of the Group and any change to capital, and monitors capital risk appetite • Approves major changes to the operational structure of the Group • Approves the financial statements, half-year reports and regulatory reports • Delegates oversight for some of its activities to committees of the Board • Approves matters that are recommended to it for approval by committees of the Board

GROUP AUDIT COMMITTEE Chair: Paul Bishop

REMUNERATION COMMITTEE Chair: Ian Cormack

NOMINATION AND GOVERNANCE COMMITTEE Chair: John Hastings-Bass

GROUP RISK AND COMPLIANCE COMMITTEE Chair: Kalpana Shah

Oversees on behalf of the Board: • Financial reporting including monitoring the integrity of the financial statements of the Company and any other formal statements relating to its financial performance, such as climate-related assumptions and disclosures • Significant financial reporting issues and accounting judgements, including accounting policies • Solvency and solvency reporting • Relationship with the external auditor including monitoring independence, negotiation and approval of their remuneration, whether fees for audit or non-audit services, and the annual audit plan • External audit tender process and appointment of a new external auditor • Internal controls • Internal audit function and internal audit plans • Tax strategy

Oversees on behalf of the Board: • Directors’ remuneration policy • Within the terms of the remuneration policy sets remuneration, benefits, pension and total compensation of the Chair of the Board, Executive Directors, members of the Group Executive Committee and the Group Company Secretary, and has oversight of the remuneration of employees subject to Solvency II requirements and other employees as required • The operation of various incentive schemes • Share schemes including the all Plan and deferred bonus schemes, and the approval of awards under the schemes • Alignment of risk management practices and reward • Alignment of incentive targets to our environmental, societal and governance objectives • Alignment of Executive Director remuneration against those of the wider workforce employee share save scheme, executive Long Term Incentive

Oversees on behalf of the Board: • Board appointments process • Structure, size and composition of the Board and its Committees • Succession planning for appointments to the Board, Group Executive Committee and Group Company Secretary • Balance of skills, experience and knowledge of the Board • Diversity and inclusion matters; monitoring the impact of initiatives (for Board, senior management and wider initiatives) and setting measurable objectives and strategies • Governance including oversight of the Company’s compliance with the UK Corporate Governance Code 2018 and monitoring emerging trends on corporate governance matters • Independence of Directors • Board effectiveness process

Oversees on behalf of the Board: • Material changes to the risk

management and internal control framework, including Group policies, which support the framework and risk strategy • The Group’s climate change reporting requirements and climate-related risk management, including the Group’s framework to manage the financial risks due to climate change • Principal and emerging risks, including conduct risk relative to risk appetite tolerances, and how thesemay affect the likely achievement of the Group’s strategic objectives and continued viability of its business model • Methodology and reasonableness of key assumptions underlying (i) capital and liquidity modelling; and (ii) recovery and run-off planning • Solvency II compliance and the internal model including changes to the internal model • Data protection standards and reports • Mandates of the Risk, Compliance and Chief Actuary functions • Regulatory matters (other than Group Solvency II reporting)