JUST GROUP PLC Annual Report and Accounts 2021
GOVERNANCE IN OPERATION CONTINUED
A series of virtual “Conversations with the Board” sessions were held during the year to give colleagues the opportunity to engage with various Non-Executive Directors, including the Chair, John Hastings-Bass, JRL and PLACL Chair, John Perks, and Group independent Non-Executive Directors Kalpana Shah, Steve Melcher and Mary Kerrigan. The Board lead by example and promote our values of doing the right thing. The Section 172 report in the Strategic Report on pages 38 to 42 looks at some of the principal decisions taken by the Board and how the factors listed in Section 172(1) of the Companies Act 2006 were taken into account in making those decisions.
AREA OF FOCUS
KEY BOARD ACTIVITIES
• Held a Board strategy session to monitor progress against the Group’s strategy, and to review and agree refinements to it. The strategy session focused on commercial resilience, transformation and growth, and future opportunities
REVIEWING STRATEGIC PROGRESS
• Reviewed the present and target states of the Group’s business model • Reviewed and agreed the Group’s return on equity and sales targets • Reviewed the Group plan for change and people initiatives • Carried out in-depth reviews into each of the Group’s business lines • Considered and agreed the Group’s sustainability targets
• Material interaction with regulators with regard to their annual review letter and various applications including the major model change application for the internal model, which was approved by the PRA in December 2021 • Received Group Chief Risk Officer reports on the Group’s capital management initiatives and other material changes • Approved the risk policies, including specific reference to climate change where appropriate, and the risk framework for managing risk across the Group • Approved a new high-level climate risk appetite and updated reputational risk appetite • Monitored the Group’s capital and liquidity position • Approved the Group’s Own Risk and Solvency Assessment (“ORSA”) • Reviewed risks to the Group’s strategy and business plan • Reviewed the Group’s financial performance on an on-going basis, and the Group’s half-year and annual financial results • Approved the Group’s business plan and forecast • Reviewed the dividend policy and agreed to recommend to shareholders a final dividend for the financial year ended 31 December 2021 • Reviewed and challenged reports provided by its Committees on key financial-related matters including IFRS 17, the new insurance accounting standard, and climate change disclosures • Assessed the Group’s capital and liquidity requirements including optimisation of its Solvency II capital structure • Provided oversight of changes to improve the resilience of the Group’s capital position to insurance, market and counterparty risks • Continued to examine underlying capital generation improvement measures • Provided oversight of external and intra-Group financing • Issued a £325m BBB-rated Sustainability Solvency II Restricted Tier 1 qualifying instrument with a maturity date in September 2031 at a coupon of 5%. Features of the bond include a six month optional redemption period to call at par fromMarch 2031 to September 2031, and a commitment to invest an equivalent amount in social and green assets within three years of issuance • Completed a tender for £295m of the existing £300m Restricted Tier 1 debt due in April 2024, and subsequently exercised a clean-up option on the remaining £5m to cancel the outstanding 2019 RT1 notes • Received regular updates from Board Committees, management and external advisers on legal and regulatory developments, and status updates on various projects including the finance and retail transformation programmes and climate change project • Reviewed activities in light of the Prudent Person Principle regulation • Reviewed and updated the terms of reference of the principal committees of the Group Board • Reviewed and approved updates to various Group policies • The Chair conducted extensive shareholder engagement in addition to the normal CEO/CFO programme • Appointed Steve Melcher as the Director responsible for leading sustainability matters • Attended a series of workshops covering, amongst others, the major model change application for the internal model and risk factors affected in the identified climate change scenarios
RISK MANAGEMENT
FINANCIAL REPORTING AND CONTROLS AND DIVIDEND POLICY
STRUCTURE AND CAPITAL
CORPORATE GOVERNANCE
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