124 | Just Group PLC | Annual Report and Accounts 2023
DIRECTORS’ REPORT continued
Financial instruments The Group does not currently apply hedge accounting although it applies asset and liability matching and hedging strategies to limit its exposure to interest rate risk and market risk arising from the Group’s financial instruments and insurance contracts. In addition, in 2023, the Group acquired UK sovereign gilts that act as an economic hedge to liabilities that are not sensitive to interest rate movements. Details of the Group’s exposure to risk management are included in the Strategic report and note 34 to the financial statements. Details of the derivatives held for risk management purposes are included in note 30 to the financial statements. Overseas branches The Company does not have any overseas branches within the meaning of the Companies Act 2006. Political donations No political donations were made, or political expenditure incurred, by the Company and its subsidiaries during the year (2022: nil). POST BALANCE SHEET EVENTS Details of post balance sheet events are set out in note 39 to the financial statements. The Directors’ report has been approved by the Board and is signed on its behalf by:
AUDITOR Disclosure of information to the auditor
Each Director of the Company at the date of this Directors’ report has confirmed that, so far as they are aware, there is no relevant audit information of which the Company’s external auditor is unaware. Each Director has taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company’s external auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006. Auditor appointment PwC has expressed its willingness to continue in office as the external auditor of the Group. A resolution to reappoint PwC will be proposed at the forthcoming AGM in 2024. An assessment of the effectiveness and recommendation for reappointing PwC can be found in the Group Audit Committee report. RESEARCH AND DEVELOPMENT The Group is involved in a range of innovative projects and programmes, which are designed to support the fulfilment of our strategic objectives. A number of these projects and programmes are referred to in the Strategic report. ENVIRONMENT AND EMISSIONS In accordance with LR 9.8.6R, climate-related financial disclosures consistent with the Task Force on Climate-related Financial Disclosures (“TCFD”) recommendations and recommended disclosures are contained in the Strategic report on pages 40 to 49. Information on the Group’s greenhouse gas emissions is set out in the Sustainability and environment report. There are various agreements that take effect, alter or terminate upon a change of control of the Company, such as commercial contracts, bank loan agreements and property lease arrangements. None of these agreements are considered significant in terms of their impact on the Group’s business as a whole. All the Company’s employee share incentive plans contain provisions relating to a change of control. Outstanding awards would typically vest and become exercisable. This is subject to satisfying any performance conditions, and normally with an additional time-based pro-rata reduction where performance conditions apply, and with approval from the Remuneration Committee. OTHER DISCLOSURES Change of control provisions
SIMON WATSON Group Company Secretary 7 March 2024
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