JUST GROUP PLC Annual Report and Accounts 2021
GOVERNANCE IN OPERATION CONTINUED
Pages 74 to 80 set out how the Board is led, how it establishes the Company’s purpose and how it has monitored performance, including delegation to the Board Committees. Each of the Committees have set out their activities in their reports on pages 81 (Nomination and Governance Committee), 84 (Group Audit Committee), 90 (GRCC) and 93 (Remuneration Committee). Stakeholder engagement The Board engages with its stakeholders and shareholders in a variety of ways. The stakeholder engagement and Section 172 report on pages 36 to 42 sets out how the Board engages with and encourages participation from its key stakeholders and the effect the engagement has had on the principal decisions taken by the Board during the year. Receiving accreditation as a 2 Star organisation by Best Companies and as one of the UK’s Best 100 Large Companies to Work For represents the outstanding levels of engagement overseen by the Board. The Colleagues and culture report on page 30 outlines more information on our culture and our approach to colleague engagement. During 2021, the “Conversations with the Board” sessions enabled Directors of the Board to speak to colleagues directly on specific key topics that focused on encouraging workforce engagement. Further information on their activities is included in the report. The report also covers diversity and inclusion, and activities to give something back to our local and wider communities, topics on which the Board receives frequent updates. Shareholder engagement The Group maintained an open dialogue with its major institutional shareholders and debt investors during 2021 through a programme of meetings undertaken by the Chair, Group Chief Executive Officer, Group Chief Financial Officer and members of the Investor Relations team. Activity was primarily through virtual means leading to greater efficiency of Director time and increased accessibility to capital providers. Equity-led roadshows were held in March and August/September 2021, with dedicated debt roadshows in July and September, culminating in the issuance of a £325m Tier 1 Sustainability Bond and £300m RT1 buyback and ultimate cancellation following the exercise of a clean-up option. Management also virtually attended a number of investor conferences and seminars, provided broker and non-broker salesforce briefings, and throughout the year, hosted ad hoc group and one-to-one meetings with existing and prospective shareholders. There was regular engagement with shareholders during 2021 as the Group discussed a number of important issues including taking advantage of the growth opportunities available, the regulatory environment and potential changes following the HM Treasury Call for Evidence, overall capital levels and reduction of risks, in particular residential property sensitivity, capital allocation options and the investment strategy. Other topics included diversity and inclusion, Board composition and responsible investing. The Investor Relations team provides the Executive Directors with regular analysis of shareholder movements, market and peer activity, in addition to updates on share price performance. Analysts’ and brokers’ reports are made available to all Directors and the Board receives detailed feedback from our corporate brokers following the results roadshow. The ordinary shares are covered by eight analysts. The Investor Relations team also maintains an open dialogue with non-covering analysts, banks, brokers, credit analysts and other market participants. Fitch continues to maintain their A/A+ credit ratings for members of the Group, and reaffirmed a Stable outlook in December 2021. The Board has noted the development of new ways of engaging shareholders, particularly small shareholders that have emerged during the pandemic, and will keep under review the best way to engage with shareholders.
During 2021, Just Group plc’s shares increased by 20% to 83.60 pence, compared with the FTSE 350 life insurance index which increased by 14%. The Senior Independent Director is available for consultation with shareholders if they have concerns which are inappropriate to raise with the Chair, Group Chief Executive Officer or other Executive Directors. Further information for shareholders is included on page 183. 2021 AGM I am pleased to report that all resolutions were passed at our Annual General Meeting in May 2021 with at least 90% of those voting supporting the resolutions. The meeting was held in our Reigate office and was broadcast to enable shareholders to view the meeting live online. The Board was keen that the shareholder meeting was as normal as possible while complying with the restrictions in place due to the COVID-19 pandemic. In order to facilitate engagement in difficult circumstances, shareholders were encouraged to cast their vote by proxy and to submit questions in advance of the meeting. Whistleblowing There is a Group whistleblowing policy which has been approved by the Board. Colleagues across the Group are able to raise any matters of concern through our dedicated and independent whistleblowing hotline. Reports are sent anonymously to the Group Company Secretary who leads the review and response from the relevant areas of the business, and raises the matters with the Group Audit Committee Chair, who is the whistleblowing champion. The Group Audit Committee has a regular agenda item on whistleblowing, receiving updates on the operation of the policy and any concerns raised. Conflicts of interest A Group policy and process is in place to address possible conflicts of interest of Directors. Any relevant conflicts and potential conflicts with the interests of the Company that arise must be disclosed at the subsequent Board meeting for consideration and, if appropriate, authorisation sought by Board members in accordance with the During the year, the Board adopted a sustainable strategy, which included clear and specific targets for CO 2 emissions. The Group had already adopted a sustainable investment strategy framework for its investments, which is reviewed at least annually by the Board and the JRL and PLACL Investment Committees. The key areas that have been identified for which targets have been set are the reduction in CO 2 emissions by the Group’s operations and the investment portfolio. The Board is responsible for setting targets in respect of climate change. The Group Chief Executive Officer and the senior management team are responsible for ensuring that the targets are met and that the Board and its Committees are aware of any risks. The Group Chief Executive Officer is responsible for ensuring that the Group’s operations meet the zero CO 2 emissions target by 2025. The JRL and PLACL Investment Committees will oversee the progress to achieve the net zero target in the investment portfolio by 2050. The GRCC will consider any risks that have been identified in connection with the Group’s business and escalate to the Board as appropriate. The Group and subsidiary Audit Committees will consider any connected disclosures. The Group Chief Executive Officer and the Group Executive Committee will prepare plans in order to meet the targets set by the Board. Company’s Articles of Association. Climate change and the Group
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