Strategic Report | Governance | Financial Statements | 71
The outputs of the review will be monitored by the Nomination and Governance Committee and they will be taken into account for the 2024 review. ANNUAL GENERAL MEETING I am pleased to confirm that the 2024 AGM will be held at 10.00 am on 7 May 2024 at 1 Angel Lane, London EC4R 3AB. On behalf of the Board, I would like to thank shareholders for their continued engagement and support. I would also like to thank our colleagues for their continued commitment and dedication to Just and our purpose. The Board and I look forward to engaging with our stakeholders in the year ahead.
The GRCC receives regular reporting on conduct and customer risk matters, including any concerns escalated by the Consumer Duty Champion that require attention. The Board continues to oversee the second phase of activity to comply with regulatory requirements, and will keep abreast of initiatives to ensure good customer outcomes. The Nomination and Governance Committee has been fully engaged in refreshing the Board and its Committees. The recent programme of activity to appoint new Directors to replace longer-serving members, who were due to retire, is now complete. In addition to overseeing the Board appointments and resignations, the Committee considered plans for the orderly succession to the Board and to members of the Group Executive Committee and the Group Company Secretary during the year. It also reviewed the Board training schedule, recommended the updated Board Diversity, Equity, Inclusion and Belonging Policy to the Board for approval and monitored the consultation on proposed changes to the Code. A key focus for the Group Audit Committee was the introduction of accounting standard IFRS 17, which represented significant changes to insurance accounting. The 2023 Annual Report and Accounts is the first full year financial statements to apply the new accounting standard. The Group Audit Committee has been extensively engaged and has overseen the implementation of this standard. It has received regular updates and held-in depth sessions to ensure that the Committee members have the necessary information and insight to oversee this important change. More information on the adoption of IFRS 17 can be found in the Group Audit Committee report. The GRCC considered various risk matters during the year. This included an in-depth review of the Group’s operational risks and respective risk appetites. The oversight of cyber security was enhanced with regular reporting from the Chief Information Security Officer and the GRCC received updates on the outcomes of regulatory thematic reviews. Further details are contained in the Group Risk and Compliance Committee report. The Remuneration Committee discharged its delegated responsibilities for the remuneration arrangements for the Chair, Executive Directors and Senior Management during the year. It also reviewed workforce remuneration and related policies, and took into consideration the alignment of incentives and rewards with the Group’s culture. The updated Directors’ Remuneration Policy was approved by shareholders at the 2023 AGM. The Chair of the Remuneration Committee consulted with major shareholders on our proposed renewal of the Directors’ Remuneration Policy who expressed broad consent with the proposed Policy. I was pleased that over 95% of those shareholders voting at the AGM voted in favour of the updated Policy. BOARD EVALUATION AND EFFECTIVENESS Board evaluation is an important annual process and in 2023, there was an externally facilitated evaluation by Boardroom Review Limited. The review was based on the theme of cohesion and was split into three key areas: Internal workings of the Board; Culture and dynamics; and the effective use of the Board’s time. The evaluation consisted of reviewing detailed information provided to the Board at its scheduled meetings and strategy sessions. There were also private sessions with the facilitator and each Director. Finally, there was a workshop whereby the conclusions of the review were discussed and actions agreed. Following the 2023 evaluation, the following actions were agreed: • Revisit and refine Board administration and reporting. • Enhance reporting on culture to the Board. • Streamline the oversight of the control environment. • Oversee the implementation of the changes to the Code.
JOHN HASTINGS-BASS Group Chair 7 March 2024
UK CORPORATE GOVERNANCE CODE The Code, which is available to view on the Financial Reporting Council’s website, is the governance standard against which we measured ourselves in 2023. Details on how we have applied the principles and provisions set out in the Code and how governance operates at Just have been summarised throughout this Governance section and elsewhere in the 2023 Annual Report and Accounts as set out below.
BOARD LEADERSHIP AND COMPANY PURPOSE
PAGES
A. Effective Board
72–74
B. Purpose, values and culture C. Governance framework D. Stakeholder engagement E. Workforce policies and practices
1, 50–53
78
54–55
62
DIVISION OF RESPONSIBILITIES F. Role of Chair
81 81
G. Independence
H. External commitments and conflicts of interest
79, 83
I. Board resources
82
COMPOSITION, SUCCESSION AND EVALUATION J. Appointment to the Board K. Board skills, experience and knowledge
88–89 88, 90 84–85
L. Annual Board evaluation
AUDIT, RISK AND INTERNAL CONTROL M. External Auditor and Internal Auditor N. Fair, balanced and understandable review
94–96
85 O. Internal financial controls and risk management 95, 97–99
REMUNERATION P. Linking remuneration to purpose and strategy
117–119 102–103
Q. Remuneration policy review R. Performance outcomes in 2023
107
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