JUST GROUP PLC Annual Report and Accounts 2021
GROUP AUDIT COMMITTEE REPORT
ROLES AND RESPONSIBILITIES The Board has delegated to the Committee responsibility for oversight of the Group’s financial and regulatory reporting and the effectiveness of the Group’s systems of internal controls and related activities. As part of its remit, the Committee oversees the Group’s financial and non- financial disclosures, including any climate-related financial disclosures. The Committee is also responsible for the oversight of the work and effectiveness of Group Internal Audit and the external auditor. 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 . The Committee operates separately from, but alongside, the Group Risk and Compliance Committee (“GRCC”), with close cooperation between the Chairs of these committees. The Chair of the GRCC is also a member of the Committee. This ensures that the audit work is focused on higher risk areas and the results of internal and external audit work can be used to inform the work of the GRCC. The effectiveness of the Committee was reviewed as part of the annual Board effectiveness review which took place in late 2021 and the Board was satisfied with the Committee’s performance. COMMITTEE MEMBERSHIP AND MEETINGS The Committee currently comprises four independent Non-Executive Directors. Its members bring a wide range of financial and commercial expertise necessary to fulfil the Committee’s duties and include appropriate life insurance accounting expertise. The Board is satisfied that the Committee Chair has recent and relevant financial experience as required by the UK Corporate Governance Code 2018 (the “Code”). As a whole, the Committee has competence relevant to the sector in which the Group operates. Kalpana Shah joined as a member of the Committee with effect from 1 March 2021 and Keith Nicholson retired as a Director and member of the Committee on 31 December 2021. The biographies of the members of the Committee are set out on pages 68 to 71. The Committee held eight scheduled meetings during the year and two additional meetings were also convened. In addition to the members of the Committee, members of the executive and senior management teams attended the meetings to submit reports in their areas of responsibility. Other Non-Executive Directors were also invited to attend and contributed to the challenge and debate. The Group’s external auditor, PricewaterhouseCoopers LLP (“PwC”), attended all meetings during the year. The Committee regularly set aside time at the beginning of meetings and also met separately with the Director of Group Internal Audit without executive management being present during the year. The Committee Chair also met separately with the external auditor without executive management being present during the year. AREAS OF FOCUS The Committee follows an annual rolling forward agenda with standing items considered at each meeting in addition to any matters arising and topical business or financial items which the Committee has decided to focus on. Regular reporting is received from Group Internal Audit and the external auditor as outlined later in this report. Key areas of focus during the year included the following matters. Financial reporting In 2021 and to date in 2022, the Committee: • reviewed the quality and acceptability of accounting policies and practices; • reviewed the appropriateness and clarity of the disclosures and compliance with financial reporting standards and relevant financial and governance reporting requirements including new climate-related disclosures;
I am pleased to present the Group Audit Committee (the “Committee”) Report for the year ended 31 December 2021. The report explains the work of the Committee during the year.
Paul Bishop Chair, Group Audit Committee
COMMITTEE MEMBERSHIP Paul Bishop Chair, Independent Non- Executive Director Steve Melcher Independent Non-Executive Director Kalpana Shah Independent Non-Executive Director Clare Spottiswoode Independent Non-Executive Director Committee meeting attendance can be found on page 77.
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