JUST GROUP PLC Annual Report and Accounts 2021
GOVERNANCE IN OPERATION CONTINUED
The Nomination and Governance Committee regularly reviews Board composition when considering succession planning. In line with best practice, it includes a review of the length of tenure of Directors. Further information regarding succession planning is included in the Nomination and Governance Committee report on page 81. All Directors’ appointments are subject to annual re-election by shareholders and the reasons why their contribution is and continues to be important to the Company’s long-term sustainable success are set out in the explanatory notes accompanying the resolutions. Appointment of Non-Executive Directors The Nomination and Governance Committee has led a process to appoint new Group independent Non-Executive Directors, Kalpana Shah and Mary Kerrigan, who joined the Board on 1 March 2021 and 1 February 2022 respectively. More information about their appointments is included in the Nomination and Governance Committee report. Development All new Directors receive a formal induction on joining the Board and a tailored training plan. Their induction includes discussions with the Chair, members of the executive team as well as one-to-one briefings and presentations from senior management on matters relating to the Group’s business, its procedures and regulatory developments. As part of the annual Board effectiveness review, the Chair discusses with each of the Directors their training and development needs which are reflected in the Director’s development plan. Board evaluation Following the external Board evaluation performed in 2020, the Board conducted an internal evaluation. The evaluation was expanded to cover the JRL and PLACL Life Company Boards to continue the theme of the previous evaluation and to gain a rounded level of detail on Board effectiveness. The Boards of the Group, JRL and PLACL as well as their principal Committees were in scope of the evaluation. All Board members were invited to complete online structured questionnaires addressing the performance of the Board and principal Committees, and a self-review of their own performance. The review concluded that the Board is performing strongly. Levels of skills, knowledge and experience are high across the Board and all Committees, and the Board displays an independent mindset. Levels of diversity continue to improve and the appointment of new Directors as part of the Board succession plans has brought fresh ideas and challenge to the Board discussions and decision making. The evaluation found that despite COVID-19 restricting the level of face-to-face interaction at the start of the year, the new Directors have forged strong relationships with existing Board members, and the relationship between the Chair and Group Chief Executive Officer continues to be harmonious and constructive. The relationship between the Chair and the Senior Independent Director was also found to be very strong. Board and Committee meetings were considered to be highly effective with regard to both the running of the meetings and the content of papers, which facilitated constructive challenge and debate during the meetings. There was a clear forward-looking growth strategy evidenced in the papers. The Committees provided feedback to the Board in an effective manner, and the Group Chief Executive Officer’s report to the Board was comprehensive. It was concluded that the Board allocated an appropriate amount of time to the key challenges facing the business and the Directors were comfortable that the nested Board arrangement continues to work well.
Opportunities for continued improvement identified in the evaluation process included: • Board succession needs to remain a key priority to ensure that the Board is refreshed on a rolling basis. • Maintaining the focus on strategy, development and identifying new business opportunities. • Increasing Board visibility of the talent pipeline and strengthening succession planning. • Continuing to improve the quality of the Board and Committee papers. The Group Company Secretary has devised an action plan which will be owned by the Nomination and Governance Committee, with periodic progress reports to the Board. AUDIT, RISK AND INTERNAL CONTROL The Board has constituted a Group Audit Committee and a separate Group Risk and Compliance Committee for oversight of audit, risk and internal controls. Group Audit Committee The Board has delegated responsibility for overseeing the financial reporting (including climate-related assumptions and disclosures), internal audit, external audit and the effectiveness of the internal controls to the Group Audit Committee. The Group Audit Committee conducts a review of the financial and non-financial statements to satisfy itself of the integrity of the Annual Report and Accounts and reports its findings to the Board. For information on the composition of the Group Audit Committee, its responsibilities and its activities during the year, including those activities required by provision 26 of the Code, please see the Group Audit Committee report on pages 84 to 89. The Board takes care to present a fair, balanced and understandable assessment of the Group’s position and prospects. The Board believes that the Annual Report and Accounts are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group’s position, performance, business model and strategy. The Group Audit Committee received a report from Group Internal Audit regarding its review of the effectiveness of the Group’s internal controls. Information regarding this review is set out in the Group Audit Committee report. The going concern statement and a review of whether there are any material uncertainties to the Group’s ability to continue to adopt the going concern basis of accounting in respect of the accounts is set out in the Group Audit Committee report and Directors’ report. Group Risk and Compliance Committee The Group’s risk management, including oversight of risk appetite and the risk management framework, is the responsibility of the GRCC. The information regarding management of risk can be found in the GRCC report on pages 90 to 92 and the risk management report in the Strategic Report on page 58, which sets out the assessment of principal and emerging risks including the procedures in place to identify emerging risks.
The Viability Statement is on page 59.
REMUNERATION The Board has delegated oversight of remuneration policy and practices to the Remuneration Committee. The way in which the principles have been applied during the year and the information required by the Code in accordance with provision 41 of the Code, including a description of how executive pay policy was determined in accordance with provision 40 of the Code, are included in the Remuneration Committee report on pages 93 to 108.
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