FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE
NOMINATION AND GOVERNANCE COMMITTEE REPORT
The Committee’s key priority during the year was succession planning for the Board and its Committees, including the orderly transition of the Board as the longer serving Non-Executive Directors come to the end of their term. Since January 2020, there have been significant changes to the Board including my appointment as Chair, Andy Parsons as Group Chief Financial Officer and, more recently, Ian Cormack’s appointment as Senior Independent Director. The Board has also welcomed new Non-Executive Directors as part of the succession plan to refresh the Board and said farewell to long-serving Directors over the past two years. The transition of the Board remains a key focus for the year ahead to ensure that there is an appropriate balance of experience and tenure as new Directors are appointed. ROLES AND RESPONSIBILITIES A key role of the Committee is to regularly review the structure, size and composition of the Board and its Committees, and where appropriate make recommendations to the Board for the orderly succession of Executive and Non-Executive Director appointments. It oversees the refreshment of the Board and its Committees and, in assisting and advising the Board, the Committee seeks to maintain an appropriate balance of skills, knowledge, independence, experience and diversity on the Board and its Committees, taking into account the Group’s strategic priorities, its challenges and opportunities, all relevant corporate governance standards, and associated guidance on Board composition. During the year, the Committee considered its purpose and determined that its remit should be extended to also cover corporate governance matters. A proposal to broaden its responsibilities and rename it as the Nomination and Governance Committee was subsequently approved by the Board. As part of its wider remit, the Committee is now responsible for keeping under review compliance with the UK Corporate Governance Code 2018 (the “Code”), monitoring emerging trends in, and consultations on, corporate governance matters, considering the potential effect on the Group’s governance arrangements and recommending any relevant changes to the Board, as appropriate, on matters including the corporate governance framework of the Group. It is also responsible for overseeing the induction, training and continuous professional development of the Group’s Directors. The full responsibilities of the Committee are set out in the terms of reference, which are reviewed annually and can be found at www.justgroupplc.co.uk . COMMITTEE MEMBERSHIP AND MEETINGS The Committee currently comprises four independent Non-Executive Directors. Michelle Cracknell was appointed as a member of the Committee following Keith Nicholson’s retirement on 31 December 2021. Biographies of the Committee members can be found on pages 68 to 71. The Committee held three scheduled meetings during the year and one additional meeting. The scheduled meetings focused on regular reports on succession planning and board effectiveness. The unscheduled meeting considered and recommended for Board approval, the appointment of Kalpana Shah to the Group Board. The Group Chief Executive Officer and Chief People Officer were invited to attend the meetings during the year. Other Group executives and senior managers were invited to attend the meetings to report, where appropriate, on their areas of responsibility. ACTIVITIES OF THE COMMITTEE DURING THE YEAR The Committee follows an annual rolling forward agenda with standing items considered at each meeting in addition to any matters arising and topical issues which the Committee has decided to focus on. During 2021, the Committee undertook a number of significant activities including the following: • Considered the right balance of skills, knowledge, experience, independence and diversity requirements against the succession plan of the Board and its Committees and oversaw the search for the appointment of new Non-Executive Directors.
I am pleased to present my report on behalf of the Nomination and Governance Committee (the “Committee”) for the year ended 31 December 2021. This report outlines the main activities carried out by the Committee during the year.
John Hastings-Bass Chair, Nomination and Governance Committee
COMMITTEE MEMBERSHIP John Hastings-Bass Chair Paul Bishop Independent Non-Executive Director
Ian Cormack Senior Independent Director Michelle Cracknell Independent Non-Executive Director
Committee meeting attendance can be found on page 77.
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