FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE
The Committee considered the Board succession plans noting the Code requirements, which states that serving more than nine years may impair independence. The Committee considered the continued appointment of the longer serving Directors noting their service on the predecessor companies, Just Retirement Group plc and Partnership Assurance Group plc pre-merger, and concluded that they continued to meet all independence and time commitment expectations. There has been good progress in refreshing the Board with the recent appointments of Kalpana Shah and Mary Kerrigan as Non-Executive Directors and the retirement of Keith Nicholson who had been a Non-Executive Director since 2013. Clare Spottiswoode, a long serving Non-Executive Director, has informed the Board of her intention not to seek re-election at the 2022 Annual General Meeting in May 2022 and therefore will retire as a Director on 10 May 2022. The Committee has considered the tenure and balance of skills, knowledge and experience of the Board as well as taking into consideration proposed changes to the UK Listing Rules. The Committee and the Board believes that the current mix of tenure is in the best interests of our shareholders, and that the longer serving Directors continue to challenge appropriately, act independently and provide the newly appointed Non-Executive Directors with a wealth of experience to avail themselves of in respect of Just’s business. Consequently, with the exception of Clare Spottiswoode, all Directors will be standing for election and re-election to serve on the Board to promote the long-term success of the Company. Succession planning will remain a key focus area for 2022 to ensure there is a structured succession plan for the replacement of the longer serving members over the next 18-24 months. SENIOR MANAGEMENT SUCCESSION PLANNING The succession plan for the Group Executive Committee and the Group Company Secretary identified immediate emergency successors for critical roles, to mitigate risk events, and candidates with a longer-term development trajectory. The Committee remained satisfied that the plans were robust and requested a further review in the second quarter of 2022. DIVERSITY AND INCLUSION The Board’s diversity and inclusion strategy reinforces our pledge to build a culture at Just that has diversity and inclusion at its core. It outlines our commitment to hiring and developing diverse talent at all levels of the organisation. The Board’s diversity policy, which includes references to its commitment to improve both the gender and ethnic diversity of the Board in line with the Hampton-Alexander and Parker Reviews, was reviewed during the year. I am pleased to report that, as at the date of this report, female representation on the Board is 40% and minority ethnic representation is 10%. The Committee fully supports Just’s commitment to all aspects of diversity, including gender, race, sexuality and disability, and welcomes Just’s strong progress with respect to gender diversity since signing up to the Women in Finance Charter.
BOARD TENURE 2021
0–1 years 1–3 years 3–5 years 5–7 years 7+ years
2 3 0 4 1
Independence
Chair
1
Executive Directors 2 Non-Executive Directors 7
Gender diversity
Male
6 4
Female
On behalf of the Nomination and Governance Committee
JOHN HASTINGS-BASS Chair, Nomination and Governance Committee 9 March 2022
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