70 | Just Group PLC | Annual Report and Accounts 2023
CHAIR’S GOVERNANCE OVERVIEW
STRATEGY AND PURPOSE The Board has agreed on an effective corporate governance framework, which includes the key mechanisms through which the Group sets its strategy and objectives, monitors performance and considers risk management. Just has a compelling, clear purpose, to help people achieve a better later life by providing financial advice, guidance, competitive products and services to those approaching, at, or in-retirement. Our financial priority is to deliver sustainable growth so that we can take advantage of the markets we operate in. We work hard to ensure our customers benefit from our services and our shareholders receive the benefit of long-term, sustainable value creation, whilst also taking into consideration the needs of our other stakeholders and the impact of our operations on the wider society and environment. BOARD APPOINTMENTS During the year, we continued to refresh the membership of the Board. As noted earlier in the report, Mark Godson was appointed as Group Chief Financial Officer on 1 December 2023 and Andy Parsons retired from the Board on 31 December 2023. Mary Phibbs and Jim Brown were appointed as independent Non-Executive Directors of Just Group plc on 5 January 2023 and 1 November 2023 respectively. Following the retirement of Ian Cormack at the conclusion of the 2023 AGM, Mary Phibbs was appointed as Senior Independent Director and a member of the Nomination and Governance Committee on 9 May 2023. Mary Phibbs was also appointed as Chair of the Audit Committees of the Group, Just Retirement Limited (“JRL”) and Partnership Life Assurance Company Limited (“PLACL”) (collectively the “Audit Committees”) on 12 July 2023. Paul Bishop retired as a Director at the conclusion of the 2023 AGM on 9 May 2023 as part of the Board succession plans disclosed in the 2022 Annual Report and Accounts. However, he was immediately reappointed as a Director and acted as Chair of the Audit Committees until Mary Phibbs obtained the relevant regulatory approval to take over this responsibility. Paul subsequently retired as a Director on 12 July 2023. Other key changes to highlight include the appointment of Michelle Cracknell as Chair of the Remuneration Committee and Mary Kerrigan was appointed as a member of the Audit Committees from the conclusion of the 2023 AGM. Jim Brown was appointed as a member of the Remuneration Committee, Group Risk and Compliance Committee (“GRCC”) and the JRL and PLACL Investment Committees from appointment as a Director on 1 November 2023. I would like to formally thank both Ian Cormack and Paul Bishop for their service as Directors of the Group. Also, I offer further thanks to Paul Bishop who extended his appointment to facilitate a smooth transition of the changes to the Audit Committees. BOARD AND BOARD COMMITTEE ACTIVITY The Governance in Operation report describes the work of the Board and its Committees during the year on pages 78 to 87. This has been a busy year for the Board and I would like to take the opportunity to highlight some of the main activities in 2023. The Board and its Committees have been actively engaged on the Group’s strategy and change initiatives to ensure that it can achieve its growth ambitions in a controlled and sustainable manner. The implementation of the FCA’s Consumer Duty requirements has been a key focus area for the Board who has overseen the programme of activity and steps being taken to ensure compliance with the new regulation. During the year, the Board satisfied itself that the Group was compliant. Michelle Cracknell is the Board’s Consumer Duty Champion and she meets regularly with relevant stakeholders in the business to engage on the Group’s approach to ensuring it achieves good customer outcomes.
JOHN HASTINGS-BASS Group Chair
DEAR SHAREHOLDERS AND OTHER STAKEHOLDERS, On behalf of the Board of Just Group plc (the “Board”), I am pleased to present the 2023 Corporate Governance report. This section of the Annual Report and Accounts explains how the Board seeks to ensure that we have effective corporate governance and oversight in place to help support the creation of long-term sustainable value for our shareholders and broader stakeholders. As covered in the Governance in Operation report on page 79, I am pleased to advise that the Board considers that, for the year under review, it has complied with the principles and provisions of the UK Corporate Governance Code 2018 (the “Code”) except for temporary non-compliance of Provision 32 on Remuneration Committee composition from the conclusion of the 2023 Annual General Meeting (“AGM”) on 9 May 2023 until 1 November 2023. Following the retirement of Paul Bishop and Ian Cormack as Non- Executive Directors during the year, there was a period of transition during which the composition of the Board and its Committees was reviewed by the Nomination and Governance Committee. During that period, the Remuneration Committee’s three members comprised myself and two independent Non-Executive Directors. This did not meet the Code requirement to have three independent Non-Executive Directors as the Chair of the Company is not considered to be independent. Following the appointment of Jim Brown as a Non- Executive Director and member of the Remuneration Committee, the requirements of Provision 32 of the Code have been met.
Powered by FlippingBook