Just Annual Report and Accounts 2023

112 | Just Group PLC | Annual Report and Accounts 2023

DIRECTORS’ REMUNERATION REPORT continued

SERVICE CONTRACTS AND LETTERS OF APPOINTMENT Executive Directors are on rolling service contracts with no fixed expiry date. The contract dates and notice periods for each Executive Director are as follows:

Date of contract

Notice period by Company

Notice period by Director

David Richardson

27 November 2019 6 November 2023

6 months 6 months 6 months

Mark Godson Andy Parsons

1 January 2020

The appointment of each Non-Executive Director may be terminated at any time with immediate effect if he/she is removed as a Director by resolution at a general meeting, by giving one months’ notice, or pursuant to the Articles. The Non-Executive Directors (other than the Chair) are not entitled to receive any compensation on termination of their appointment. Contract/letter of appointment effective dates Michelle Cracknell 1 March 2020 John Hastings-Bass 13 August 2020 Mary Kerrigan 1 February 2022 Mary Phibbs 5 January 2023 Kalpana Shah 1 March 2021 Jim Brown 1 November 2023 Executive Directors’ service contracts are available for inspection at the Group’s registered office during normal business hours and will be available for inspection at the AGM. External appointments Andy Parsons was appointed as a Non-Executive Director of RSA Insurance Group Limited on 1 June 2021 and retains the fees of £95,000 per annum. STATEMENT OF VOTING AT THE ANNUAL GENERAL MEETING (UNAUDITED) At the Company’s 2023 AGM held on 9th May, shareholders were asked to vote on the Directors’ Remuneration report for the year ended 31 December 2022 and the Directors’ Remuneration policy. The resolutions received significant votes in favour by shareholders and there were no significant adverse votes in 2021 or 2022 as that term is envisaged in the Corporate Governance Code. The votes received were:

Resolution

Votes for

% of votes

Votes against

% of votes

Votes withheld

To approve the Directors’ Remuneration report (2023 AGM) To approve the Directors’ Remuneration policy (2023 AGM)

807,852,479 810,331,240

95% 41,928,546 95% 39,534,784

5% 80,500

5,501

EXTERNAL ASSISTANCE PROVIDED TO THE COMMITTEE FIT Remuneration Consultants (“FIT”) were approved by the Committee and appointed as the independent adviser to the Remuneration Committee on 24 August 2020, following a robust and competitive tender process. FIT have since been retained as the independent adviser to the Remuneration Committee and provide no additional services to the Company. FIT has no other connection with the Company or its Directors. Directors may serve on the remuneration committee of other companies for which FIT acts as remuneration consultants. The Committee regularly reviews and satisfies itself that all advice received is objective and independent (through assessing the advice against their own experience and market knowledge), and fully addresses the issues under consideration. FIT is a member of the Remuneration Consultants Group and subscribes to its Code of Conduct. Fees paid to FIT for services to the Committee in 2023 were £0.1m and were charged on a time spent basis in accordance with the terms of engagement. In setting Executives’ pay, the Committee seeks to ensure that the underlying principles, which form the basis for decisions on Executive Directors’ pay, are consistent with those on which pay decisions for the rest of the workforce are taken. For example, the Committee takes into account the general salary increases for the broader employee population when conducting the salary review for the Executive Directors. While there are distinct bonus arrangements for certain business areas, 56% of the workforce (including the Executive Directors) participate in a common bonus plan (which led to an outturn of 90% for 2023). Individual bonuses are then determined based on delivery against personal objectives. The Executive Directors are subject to the same process as other colleagues. REMUNERATION FOR EMPLOYEES BELOW THE BOARD (UNAUDITED) General remuneration policy However, there are some structural differences in the Executive Directors’ remuneration policy compared to that for the broader employee base, which the Committee believes are necessary to reflect the differing levels of seniority and responsibility. A greater weight is placed on performance-based pay through the quantum and participation levels in incentive schemes. Deferral is greater for Executive Directors than for other regulated employees. This ensures the remuneration of the Executive Directors is aligned with the performance of the Group and therefore the interests of shareholders. The remuneration policy for the wider Group is designed to attract, retain and motivate new and existing employees. It is in line with the sector in which we operate and our overall total remuneration approach is to pay a market competitive level of remuneration that is structured to appropriately reward employees, align them with the interests of our shareholders and customers, be compliant with Solvency II remunerations regulation and be relevant to the markets/geographies in which we operate. We define total remuneration as base salary, annual incentive (STIP) and any benefits, for example pensions. For those eligible to participate in the LTIP, this will also be included.