78 | Just Group PLC | Annual Report and Accounts 2023
GOVERNANCE IN OPERATION
The Just Group plc Board (the “Board”) is committed to underpinning all of Just’s activities with the highest standards of corporate governance to fulfil our purpose of helping people achieve a better later life. This report sets out our governance framework and how we have applied the principles of the UK Corporate Governance Code 2018 (the “Code”).
OUR GOVERNANCE FRAMEWORK
Our Governance Framework is designed to embed strong governance and oversight processes and to ensure compliance with the Code. It covers the group of companies of which Just Group plc is the ultimate shareholder (the “Group”). An overview of the governance arrangements in place for the subsidiary companies is provided at the end of this report under the heading “Subsidiaries Governance”.
BOARD OF DIRECTORS
The Board is responsible for the overall leadership of the Group and setting its purpose, values and strategy including the Group’s sustainability strategy. The Board ensures our culture is aligned with our strategy, oversees our conduct and affairs, and promotes the success of the Group for the benefit of our shareholders and other stakeholders.
The effective working relationship between the Board and the Group Chief Executive Officer and the Group Executive team facilitates support and challenge through regular reporting and dialogue.
The Board delegates certain matters to its Board Committees. At each scheduled Board meeting, the Chairs provide an update on their Committees’ activities.
GROUP CHIEF EXECUTIVE OFFICER
BOARD COMMITTEES GROUP AUDIT COMMITTEE
Responsible for the overall performance and day-to-day leadership of the Group.
Responsible for monitoring the integrity of the financial statements, reviewing the effectiveness of the Group Internal Audit function, assessing the Group’s internal controls and maintaining the external auditor relationship.
GROUP RISK AND COMPLIANCE COMMITTEE
Responsible for maintaining effective systems of risk management, compliance and internal control throughout the Group.
GROUP EXECUTIVE COMMITTEE
Assists the Group Chief Executive Officer discharge their duties. Key responsibilities include: • Implementing the strategy and business plan set by the Board. • Executing plans to meet sustainability commitments. • Development and oversight of culture and people initiatives.
NOMINATION AND GOVERNANCE COMMITTEE
Responsible for reviewing Board and Board Committee composition and succession needs, proposes new Board appointments and oversees governance developments.
REMUNERATION COMMITTEE
Determines the remuneration policies for the Chair, Executive Directors, Senior Management and Solvency II identified staff. It is also responsible for the operation of share incentive plans and the oversight of gender and ethnicity pay gap reporting.
MARKET DISCLOSURE COMMITTEE
Oversees the identification of inside information and disclosure of information to the market to ensure the Company complies with relevant regulatory rules including the UK Market Abuse Regulation.
Underlying the governance framework between the Board, Board Committees, Group Chief Executive Officer and the Group Executive Committee, there are various senior management committees and forums strengthening our governance and improving Board oversight.
SENIOR MANAGEMENT COMMITTEES AND FORUMS
These bodies support the Group’s strategic priorities, business needs or specific projects and meet regularly with approved terms of reference to discharge their duties on behalf of the Group. The Senior Management Committees and Forums include:
BUSINESS AREAS’ LEADERSHIP
BUSINESS CHANGE
INVESTMENTS
RISK MANAGEMENT
SUSTAINABILITY
• HUB Executive Committee • Retail Senior Management Team Committee • UK Corporate Business Senior Management Committee
• Executive Change Committee
• Asset Liability Committee • Credit Committee • Insurance Committee
• Executive Risk Committee • Conduct and Operational Risk Committee • Information Security and IT Risk Committee • Retail Conduct and Customer Risk Committee
• Green and Sustainability Bond Forum • Sustainability Steering Committee • Sustainability Working Group
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