JUST GROUP PLC Annual Report and Accounts 2021
NOMINATION AND GOVERNANCE COMMITTEE REPORT CONTINUED
• Reviewed the succession plans for Executive and Non-Executive Directors, the Group Executive Committee and Group Company Secretary. In the case of the Board, the Committee ensured that there was an orderly approach to succession, taking into account each Director’s tenure and independence, while concurrently considering the balance between the retention of knowledge of the Group and the importance of evolving the Board to bring fresh perspectives and challenge. • Reviewed the Board diversity policy taking into consideration Just’s commitment to all aspects of diversity, including gender, race, sexuality and disability. • Received updates on the Group’s progress with respect to gender diversity since signing up to the Women in Finance Charter. • Reviewed and updated its terms of reference and agreed to rename the Committee and broaden its remit to include governance oversight. • Considered corporate governance developments including upcoming changes to the Listing Rules and their impact on the Group. • Reviewed progress made against the recommendations from the 2020 Board effectiveness review prior to the 2021 evaluation. • Oversaw the 2021 process by which the Board, its Committees and individual Director’s effectiveness were assessed, followed by a review of the results obtained from the evaluation. Recommendations were made to the Board as appropriate. The following sections give further information about the work carried out by the Committee. CHANGES TO THE GROUP BOARD There have been various changes to the Group Board and its Committees. Kalpana Shah and Mary Kerrigan were appointed as Non-Executive Directors on 1 March 2021 and 1 February 2022 respectively, and Keith Nicholson retired as a Director on 31 December 2021. Following an external consultancy selection exercise, Russell Reynolds Associates (“RRA”) were engaged for the recruitment of an independent Non-Executive Director. RRA has no other connection to the Company or any Director. Following a thorough interview programme and due diligence checks, the Committee recommended Kalpana Shah as its preferred candidate. The Board accepted the Committee’s recommendation and Kalpana was appointed as a Non-Executive Director on 1 March 2021. Mary Kerrigan was recruited to the Boards of Just Retirement Limited (“JRL”) and Partnership Life Assurance Company Limited (“PLACL”) (together the “Life Companies”) on 1 November 2019 following an extensive search utilising the services of an external consultancy firm, Sapphire Partners. Sapphire Partners has no other connection to the Company or any Director. Following its review of succession plans during the year, the Committee recommended the appointment of Mary Kerrigan as a Non-Executive Director of Just Group plc, which was
subsequently approved by the Board. The Committee recognised Mary’s extensive contribution to the Life Companies’ Boards and her effective role as Chair of their respective Investment Committees, and concluded that she has suitable skills, knowledge and experience to bring fresh ideas and challenge to the Board. Following Keith Nicholson’s retirement as a Director on 31 December 2021, Ian Cormack assumed the role of Senior Independent Director. Kalpana Shah was appointed Chair of the Group Risk and Compliance Committee. Paul Bishop was appointed as a member of the Group Risk and Compliance Committee and Michelle Cracknell was appointed as a member of this Committee. CHANGES TO THE LIFE COMPANIES’ BOARDS The Committee considered the composition of the Life Companies’ Boards during the year. To ensure independence from the Group Board, the Chair of the Boards of the Life Companies is not a member of the Just Group plc Board. Nick Poyntz-Wright, who had served as a Non-Executive Director of the Life Companies since March 2016 and as Chair of the respective companies since April 2019, retired during the year to pursue other interests. Following a comprehensive search process utilising the help of RRA, John Perks was appointed as a Non-Executive Director on 1 April 2021 and took over the role of Chair on 5 May 2021. John brings a wealth of experience in the life insurance and pensions industry and has proven to be a great asset to the Group. To further strengthen the Life Companies’ Boards, Kathy Byrne was appointed as a Non-Executive Director of JRL and PLACL on 1 February 2022 following a comprehensive search of suitable candidates with the help of Ridgeway Partners, an external search agency. Kathy also joined the Life Companies’ Investment Committees on appointment. Kalpana Shah was appointed as a member of the Life Companies’ Audit Committees in February 2022. BOARD COMPOSITION AND SKILLS The Committee reviewed the composition and balance of the Board during the year. As part of this review, the Committee considered: • whether the balance between Executive and Non-Executive Directors was appropriate; • whether the structure, size and composition (including the balance of skills, knowledge, independence, experience and diversity) of the Board and membership of the Committees were appropriate, taking into consideration Board tenure and the opportunities this presents, which consequently led to the search process for additional female Non-Executive Directors for the Group Board; • the independence of Non-Executive Directors, considering the judgement, thinking and constructive challenge that they demonstrate in the Board; • whether the Board had appropriate skills and knowledge when considering the Group’s sustainability strategy and its impact on the climate; and • the progress made on the diversity and inclusion plans for the Board. BOARD SUCCESSION PLANNING During the year, the Committee reviewed the Board skills matrix and capability gaps that had been identified, and agreed on the areas of experience which would be beneficial to the composition and balance of the Board. The Board comprises individuals with significant financial services and actuarial experience which continues to be valuable in supporting the complex issues that can arise from the external regulatory environment. As the Group’s strategy has evolved towards a greater focus on profitable and sustainable growth, the Committee recognises the importance of having relevant skills, experience and capabilities within the Board to support Just in achieving its strategic objectives and priorities. The Committee has also added newmetrics to the Board skills matrix relating to sustainability and climate change to ensure this is a consideration as part of future succession planning reviews.
The transition of the Board remains a key focus of the Committee to ensure that there is an appropriate balance of experience and tenure as new Directors are appointed john hastings-bass Chair, Nomination and Governance Committee
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