106 | Just Group PLC | Annual Report and Accounts 2023
DIRECTORS’ REMUNERATION REPORT continued
Non-Executive Directors’ fees The fees for the Non-Executive Directors in 2023 are as detailed in the table below. These remain unchanged from 2019.
2023 FIXED PAY (AUDITED) Base salaries
David Richardson and Andy Parsons each received a salary increase in 2023 of 4.5%, increasing their salaries to £636,500 and £442,000 respectively. On appointment Mark Godson’s salary was £400,000. The salaries of the wider employee population were reviewed, and increases were awarded selectively within a budget of 6%. Benefits and pension Benefits include an executive allowance for which the executives can purchase their own benefits, for example private medical cover. The Company also provides permanent health insurance, life assurance and biennial health screening benefits. The Executive Directors each received a cash payment in lieu of the Company pension of 10% of salary, in line with the contribution rate offered to the majority of the wider workforce.
£000
Fee
Board Chair
200
Basic fee
60 10
Additional fee for Senior Independent Director Additional fee for Committee Chair, Risk and Audit Committees Additional fee for Committee Chair, all other Committees
20
15
The Board Chair receives a single, all-inclusive fee for the role.
2023 EXECUTIVE DIRECTORS’ SHORT TERM INCENTIVE PLAN (AUDITED) The 2023 bonus outturn was calculated on corporate financial performance measures, split across three measures, and moderated by non-financial performance measures. The bonus is distributed on personal performance based on objectives agreed with the Remuneration Committee each year. The personal performance of David and Andy against strategic objectives is outlined on page 107. Based on the personal performance achievements the Committee distributed a bonus of 90% of maximum and 80% of maximum to David and Andy respectively. In line with our policy, 40% of the 2023 STIP award will be deferred into nil cost options (DSBP), subject to continued employment and clawback/malus provisions.
Cash STIP (£000)
Deferred STIP (£000)
Estimated number of shares deferred under DSBP 1
Bonus (balanced scorecard)
David Richardson
90% of maximum 80% of maximum
515 318
344 212
435 268
Andy Parsons
1 T he estimated number of shares deferred under the DSBP were determined using the average closing share price between 1 October 2023 and 31 December 2023, being £0.79. The actual number of shares will be confirmed in the RNS at the time of grant and updated in next year’s Directors’ Remuneration report. The performance outcome against the targets set for the 2023 STIP was as follows: Core bonus (balanced scorecard) Weighting Threshold (25%) On-target (50%) Maximum (100%) Actual % achieved New business profit 40% £242m £273m £305m £355m 40% Underlying operating profit 30% £256m £290m £325m £377m 30% New business strain 30% 3.0% 2.0% 1.5% 0.9% 30% Total 100% The financial component of the pool is subject to adjustment of up to +/- 15% of potential based on various pre-set non-financial performance measures. As explained earlier in the report, the non-financial performance measures did not affect the financial outturn of 100% due to reaching the limit on the corporate outturn of 100%. The bonus metrics led to a pool setting the overall cost with individual allocations then determined by reference to personal objectives, with individuals allocated up to 100% of their maximum. Andy and David were assessed to have outperformed against the on-target level, having each successfully achieved an extensive range of stretching objectives set at the beginning of the year, including exceeding expectations on several of them, with their personal outturns moderated as a result of personal performance and the bonus pool for both the CEO and CFO. Risk consideration The Committee reviewed a comprehensive report from the Group Chief Risk Officer to ascertain that the Executive Directors’ objectives had been fulfilled within the risk appetite of the Group. Remuneration policy is designed to encourage a positive approach to risk management. In addition, the Committee received feedback from the Group Chief Risk Officer that there were no material issues to consider around regulatory breaches, customer outcomes or litigation that would prevent payment of any STIP award or trigger any malus provisions. Taking into account the risk assessment and the wider context in the year, including the experience of customers, employees and shareholders, the Committee was satisfied that the STIP awards should be paid.
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