Just Annual Report and Accounts 2023

Strategic Report | Governance | Financial Statements | 105

ANNUAL REPORT ON REMUNERATION This report describes the remuneration for our Executive Directors and Non-Executive Directors and sets out how the remuneration policy has been used and, accordingly, the amounts paid relating to the year ended 31 December 2023. The report has been prepared in accordance with the provisions of the Companies Act 2006, the FCA’s Listing Rules and The Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008, as amended. The report has also been prepared in line with the recommendations of the UK Corporate Governance Code. Various disclosures of the detailed information about the Directors’ remuneration set out below have been audited by the Group’s independent auditor, PricewaterhouseCoopers LLP. Total single figure of remuneration (audited)

Total fixed remuneration

Total variable remuneration

Salary/fees

Taxable Benefit

STIP

LTIP 3,4

Pension

Other 5

Total

£000

2023 2022 2023 2022 2023 2022 2023

2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022

David Richardson 630 606 28 30 859 685 776 1,352 63 61 –

– 2,356 2,734 721 697 1,635 2,037

Andy Parsons 437 421 24 26 530 476 540

940 44 42 177 296 1,752 2,201 682 489 1,070 1,712

Mark Godson 1 Paul Bishop 2

63 –

4 –

– – – –

6 –

– – – –

– 73 – 73 –

–

– – – –

42 80 –

– – –

–42804280 –

Jim Brown 2

10 –

–

– 10 – 10 –

–

Ian Cormack 2

30 85 –

–30853085 –

Michelle Cracknell

74 60 1 1 –

–

–75617561 –

–

John Hastings-Bass 200 200 –

1 –

– – – –

– 200 201 200 201 – –76697669 –

– – – –

Mary Kerrigan 7 Mary Phibbs 2

75 69 1 –

– – –

75 –

1 –

– 76 – 76 –

–

Kalpana Shah 80 80 –

–

–80808080 –

1 Mark Godson was appointed as Executive Director of the Company with effect from 1 December 2023 and his remuneration for 2023 represents his salary, benefits and pension from when he joined the Group as CFO Designate on 6 November 2023. 2 Jim Brown was appointed as a Non-Executive Director of the Company with effect from 1 November 2023 and his remuneration for 2023 represents his fees from this date. Mary Phibbs was appointed as a Non-Executive Director of the Company with effect from 5 January 2023 and her remuneration for 2023 represents her fees from this date. Ian Cormack and Paul Bishop stepped down from the Board as Non-Executive Directors on 9 May 2023 and 12 July 2023 respectively. Their remuneration for 2023 represents fees up to these dates. 3 A wards made under the LTIP in the period and the respective values will be reported on vesting in the respective Annual Report on Remuneration section. The 2023 amounts in the table represent the outcome of the 2021–2023 LTIP scheme. This scheme was earned but did not vest during 2023. The estimate of value vesting represents vesting of 98% of maximum based on achievement of performance conditions. For the purposes of valuation, the amounts have been estimated based on a share price of £0.7921 (the average share price from 1 October to 31 December 2023) plus any dividend equivalents on that scheme. This estimate will be updated to reflect the actual valuation in next year’s report. The share price used for this estimate represents a decrease of 15.1% when measured against the share price at the time of grant of £0.9331. 4 T he 2022 amounts in the table represent the 2020–2022 LTIP scheme and the value has been updated since the estimate reported in the 2022 ARA to reflect the actual share price of £0.8360 at the time of vesting of that scheme and also updated to include the dividend equivalents on that scheme. 5 ‘Other’ relates to Buy-out awards negotiated as part of Andy Parsons’ joining and paid to him in 2022 and 2023. The 2022 value includes the 333,735 shares released to him on 31 March 2022, for nil consideration at a market price of £0.888114. The 2023 value includes the 210,129 shares released to him on 31 March 2023, for nil consideration at a market price of £0.8430.