FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE
AREA OF FOCUS
KEY BOARD ACTIVITIES
• Significant focus given to the 2021 colleague engagement strategy and wellbeing programme, in addition to consideration of the impact of the modern workplace programme on our culture • Held several “Conversations with the Board” sessions with colleagues to promote two-way communication and hear views on areas of focus such as diversity and inclusion, culture, and executive remuneration • Increased the percentage of women on the Board and made progress against the Board’s commitment to improve diversity at senior levels across Just • Significant focus was given to Board and executive succession planning, and good progress was made in refreshing the Board • Reaffirmed its commitment to Board, executive and senior management diversity • Undertook an internally facilitated evaluation of the Board’s effectiveness and the performance of its Committees, the Chair and individual Directors
BE PROUD TO WORK AT JUST
BOARD SUCCESSION PLANNING
Corporate Governance Code compliance statement The Board considers that during the year, the Company has applied the main principles of the UK Corporate Governance Code 2018 (the “Code”). The Board considers that it has complied with the provisions of the Code during the year and up to the date of the Directors’ report. The Corporate Governance report sets out how we have applied the principles of the Code. Directors Directors on the Board during the year and up to the date of this report are as follows: • John Hastings-Bass, Chair • David Richardson, Group Chief Executive Officer and Managing Director of the UK Corporate Business • Andy Parsons, Group Chief Financial Officer • Paul Bishop, Independent Non-Executive Director • Ian Cormack, Senior Independent Director • Michelle Cracknell, Independent Non-Executive Director • Mary Kerrigan, Independent Non-Executive Director (appointed 1 February 2022) • Steve Melcher, Independent Non-Executive Director • Keith Nicholson (retired on 31 December 2021) • Kalpana Shah, Independent Non-Executive Director (appointed 1 March 2021) • Clare Spottiswoode, Independent Non-Executive Director
John Perks and Kathy Byrne are independent Non-Executive Directors of JRL and PLACL. John Perks is a member of the JRL and PLACL Audit Committees and Investment Committees. Kathy Byrne is a member of the JRL and PLACL Investment Committees. Commitment The Non-Executive Directors have made a significant contribution and commitment to ensuring the long-term sustainable success of the business during 2021. The Board held 12 meetings during the period from 1 January 2021 to 31 December 2021, of which seven were scheduled and five were additional Board meetings called due to the needs of the business. None of the Executive Directors hold a non-executive directorship in a FTSE 100 company. The table below shows Directors’ attendance at scheduled Board and Board Committee meetings for the period.
BOARD LEADERSHIP AND COMPANY PURPOSE Leadership, purpose, values
Governance, good corporate behaviour and stakeholder engagement are critical to the long-term sustainable success of the Company. The regulatory framework has evolved with increased emphasis on corporate culture, purpose, values, executive remuneration, sustainability, stakeholder engagement and more generally a company’s contribution to wider society.
SCHEDULED BOARD AND BOARD COMMITTEE MEETINGS ATTENDANCE
Nomination and Governance
Group Risk and Compliance
Board
Group Audit
Remuneration
7/7 7/7 7/7 7/7 6/7 7/7 7/7 7/7 6/6 7/7
– – –
4/4
3/3
6/6
John Hastings-Bass David Richardson
– – –
– –
– – –
Andy Parsons Paul Bishop Ian Cormack 1
8/8
3/3 3/3
– –
3/4 4/4 4/4
6/6
Michelle Cracknell Steve Melcher 2 Keith Nicholson
– –
–
7/8 8/8 7/7 8/8
6/6 6/6 5/5 6/6
– – – –
3/3
– – 1
Kalpana Shah 3
Clare Spottiswoode
Additional meetings held
5
2
2
1 Ian Cormack was unable to attend the Board meeting on 14 October 2021 and the Remuneration Committee on 10 November 2021 due to illness. 2 Steve Melcher was unable to attend the Group Audit Committee on 8 March 2021 due to prior commitments. 3 Kalpana Shah was appointed as a Director on 1 March 2021.
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