FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE
Each Board considers matters put before it from its own perspective, led by the independent chair of each Board. Holding the meetings together ensures good communication and governance across the Group. The approach ensures the strategy is aligned and implemented effectively. JRL and PLACL both have two independent Non-Executive Directors who are not Directors of the Group. John Perks is the Chair of the Boards of JRL and PLACL and Kathy Byrne is a Non-Executive Director. The Boards of JRL and PLACL have not established separate remuneration committees, nomination and governance committees or risk and compliance committees. These matters are overseen by the respective Group Board Committees to the extent relevant and necessary, for the regulated life companies. JRL and PLACL Investment Committees Chair: Mary Kerrigan The Boards of JRL and PLACL have delegated responsibility for oversight of the investment activities within an investment management governance framework to the JRL and PLACL Investment Committees. The JRL and PLACL Investment Committees are responsible for: • Recommending the investment framework, material changes to the investment strategy and any major strategic initiatives to the JRL and PLACL Boards for approval • Overseeing the alignment of investment activities and performance to the Group’s strategy, including the Group’s targets for investments to be carbon net zero by 2050 with an interim target of a reduction of 50% by 2030 • Reviewing climate-related risks to the investment portfolio • Reviewing the performance of external investment managers and the effectiveness of reporting procedures • Approving entry into investment management agreements and other documentation within the remit of their terms of reference JRL and PLACL Audit Committees Chair: Paul Bishop The Boards of JRL and PLACL have established independent subsidiary audit committees. The JRL and PLACL Audit Committees are mainly held on a nested basis, together with the Group Audit Committee. The Committees consider topics of mutual interest at the same time, but from each Committee’s perspective. Time is also set aside for each Committee to consider matters relevant to its respective company. Paul Bishop is Chair of all three Audit Committees. John Perks is a member of the JRL and PLACL Audit Committees to maintain the independence focus of the regulated life companies’ Committees. Kalpana Shah is also a member of the JRL and PLACL Audit Committees. Further information on the activities of the Committees is available in the Group Audit Committee report on pages 84 to 89. JRL and PLACL Board and Board Committee governance The matters reserved for the JRL and PLACL Boards are defined and approved by each Board. They work in synergy with the Group Board. The JRL and PLACL Investment Committees and the JRL and PLACL Audit Committees have approved terms of reference which set out their responsibilities. BOARD ACTIVITIES During 2021, the Board focused on further refining the Group’s strategy by increasing its growth ambitions and building a sustainable capital model. The Board continued to monitor the development and execution of management actions, which included the sale of a portfolio of lifetime mortgages to further reduce the Group’s exposure to UK residential property risk. There has also been a high level of focus on sustainability and the development of targets to reduce the Group’s impact on the environment. At its strategy meeting, the Board considered the Group’s commercial resilience and the ways in which transformation, from both a digital and operational standpoint, will aid significant growth of the business and other future opportunities. The Group’s strategy remains aligned with our purpose of helping people achieve a better later life and to be the leading retirement specialist. Following the relaxation of COVID-19 restrictions, the Board resumed holding physical meetings while continuing to follow all health and safety precautions.
CHIEF EXECUTIVE OFFICER AND THE GROUP EXECUTIVE COMMITTEE The Board has delegated responsibility for implementing the strategy and business plans, and for managing risk and operating effective controls across the Group to the Group Chief Executive Officer. The Group Chief Executive Officer has established a committee of senior executives to assist himwith the discharge of the duties delegated to him by the Board (the “Group Executive Committee”). The Group Executive Committee is responsible for: • Day-to-day leadership of the Group in accordance with the purpose, values and culture set by the Board • Implementing the strategy set by the Board and recommending strategic development to the Board • Business risk management and the oversight of the implementation of effective controls to manage and mitigate risks • Executing plans to meet the sustainability commitments that the Board has set • Recommending the business plan and budgets to the Board for approval • Monitoring the Group’s performance • Implementing and oversight of approved policies and processes which govern how we do business and how we interact with our stakeholders • Development and oversight of initiatives to ensure people within the organisation feel well led, managed and supported with opportunities for development • Recommending Group policies to the Board for approval There is also an Executive Risk Committee (“ERC”), chaired by the Group Chief Risk Officer, which focuses on risk management across the Group. This includes oversight of risk appetite, risk controls, and regulatory and compliance matters. The ERC reviews reports frommanagement before they are presented to the Group Risk and Compliance Committee (“GRCC”). Other Group committees The Board has also established a Market Disclosure Committee which oversees the disclosure of information by the Company to fulfil its listing obligations under the Market Abuse Regulation. This ensures that decisions in relation to those regulations can be made quickly and effectively. The Committee’s role is to approve disclosures, determine whether there is inside information and whether such information needs to be disclosed, when to make an announcement and the contents of the announcement. The Board may establish other committees of the Board when required from time to time. All committees are established by approval of the Board with agreed terms of reference. Board and Board Committee governance The matters reserved for the Board are defined and approved by the Board. Each Board Committee has terms of reference which are approved by the Board. All of these documents have been reviewed and are being updated to reflect the Board and Board Committees’ responsibilities in respect of the Group’s sustainability strategy. The matters reserved for the Board and the main Board Committees’ terms of reference can be found at www.justgroupplc.co.uk . Composition of committees The main Board Committees comprise independent Non-Executive Directors of the Company. The Committee members were appointed to each Committee following review and recommendation by the Nomination and Governance Committee and approval by the Board. At each scheduled Board meeting the chairs of each Committee report on the activities of preceding Committee meetings. The Group Company Secretary supports the chairs of all the Committees and is available The Board holds its meetings on a nested basis together with the Boards of the Group’s regulated life companies, Just Retirement Limited (“JRL”) and Partnership Life Assurance Company Limited (“PLACL”). JRL is the principal operating company in the Group and, therefore, its activities also have a strategic and material impact on the consolidated Group performance. to provide corporate governance advice to all Directors. SUBSIDIARY GOVERNANCE – LIFE COMPANY BOARDS
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