Strategic Report | Governance | Financial Statements | 79
The Board considered Provision 5 of the Code on workforce engagement in 2019 and concluded to appoint a designated Non-Executive Director, which is currently Michelle Cracknell. The Nomination and Governance Committee now considers this appointment as part of Director effectiveness reviews and succession planning. Each year, the programme of work for the Non-Executive Director responsible for workforce engagement is supported in collaboration with the Group Chief People Officer. In 2023, Michelle Cracknell kept abreast of colleagues, culture and wellbeing matters through engagement with senior leadership and colleagues from various business areas. The success of the role is measured in action, whereby the employee voice is represented by Michelle Cracknell in Board meetings. Shareholder engagement The Group maintained an open dialogue with its major institutional shareholders and debt investors during 2023 through a programme of meetings undertaken by the Group Chair, Group Chief Executive Officer, Group Chief Financial Officer and the Investor Relations team. The Chair of the Remuneration Committee also communicated with major institutional investors on the new Remuneration Policy ahead of the 2023 AGM. Equity-led roadshows were held in March and August/September 2023, and Executive Directors and management attended multiple investor conferences throughout the year, where they met both debt and equity investors. They also provided broker and non-broker salesforce briefings, and throughout the year, hosted various events including a “Simplifying Just” series, roundtable discussions and one-to-one meetings with existing and prospective shareholders. There was regular engagement with shareholders during 2023 on a number of important matters including the growth opportunities available to the Group and our strategic priorities, the investment strategy including illiquid asset origination, capital management and allocation, the new accounting standard IFRS 17 and its impact on the Group, and the regulatory environment prior to and following the Solvency UK reforms announced by the Chancellor of the Exchequer in November 2022. Other topics included people, customers, culture and responsible investing. The Investor Relations team provides regular reporting to the Board on investor activity, market and peer analysis, share price performance and investor feedback from meetings with the Group Chair, Executive Directors and the Investor Relations team. Analysts’ and brokers’ reports are also made available to the Directors and the Board receives detailed feedback from our corporate brokers following the results roadshow. The Company’s ordinary shares are covered by seven analysts. The Investor Relations team also maintains an open dialogue with non-covering analysts, banks, brokers, credit analysts and other market participants. Fitch continues to maintain their A/A+ credit ratings for members of the Group, and reaffirmed a Stable outlook in November 2023. During 2023, the Company’s ordinary shares increased by 5% to 85.9 pence at 31 December 2023, compared with the FTSE 250 life insurance index which decreased by 11%. The Senior Independent Director is available for consultation with shareholders if they have concerns which are inappropriate to raise with the Group Chair, Group Chief Executive Officer or other Executive Directors. Our 2023 AGM was held on 9 May 2023 in our London office. Shareholders were given the opportunity to raise questions in person at the AGM or via email in advance of the meeting. All resolutions were passed with at least 89% of those voting supporting the resolutions.
CORPORATE GOVERNANCE STATEMENT Compliance with the UK Corporate Governance Code 2018 The Board has considered and concluded that the Company has fully complied with the principles and provisions set out in the Code except for temporary non-compliance with Provision 32 on Remuneration Committee composition from the conclusion of the Annual General Meeting (“AGM”) on 9 May 2023 until 1 November 2023 when Jim Brown was appointed as a member of the Remuneration Committee. Further details of how the Company applied the Code’s principles and complied with the provisions are provided in the Chair’s governance overview, Governance in Operation report and Board Committees’ reports. The Board promotes the long-term sustainable success of the Company, generating value for customers, shareholders, other stakeholders and wider society. The Board is responsible for the overall leadership of the Company and establishing the Group’s purpose, values, culture, standards and strategy. The schedule of matters reserved for the Board contains items reserved for the Board to consider and approve, relating to strategy and management, structure and capital, financial reporting and controls, internal controls and risk management, material contracts, Board membership and succession planning, corporate governance and delegation of authority. BOARD LEADERSHIP AND COMPANY PURPOSE Role of the Board The matters reserved for the Board are reviewed at least annually to ensure they remain appropriate and in line with best practice. Throughout 2023, the Board acted in accordance with the matters reserved for the Board. The Board discharges some of its responsibilities through its Board Committees, which have terms of reference defining their roles and responsibilities that are reviewed and approved by the Board at least annually. The matters reserved for the Board and the terms of reference of the principal Board Committees can be found at www.justgroupplc.co.uk. Purpose, strategy, culture and values During the year, the Board considered and agreed the longer-term strategy of the Group and its associated strategic goals and objectives at its strategy days. The Board oversees the execution of the Group’s strategy and business plan, and receives regular updates on key strategic initiatives from the Group Chief Executive Officer and the Group Executive team. An overview of the Group’s strategic priorities and business model can be found in the Strategic report. The Board is committed to growing and fostering a strong culture and tracks progress across the Group in a number of ways. This includes reviewing the outputs of the employee engagement survey and receiving regular updates on the Group’s diversity initiatives. Further information on our culture is contained in the Colleagues and culture report, and an overview of the Board’s role in the oversight of our culture can be found in the Section 172 report. Conflicts of interest The Group has a policy and process to address conflicts of interest of Directors. Any relevant conflicts and potential conflicts with the interests of the Company that arise must be disclosed at the subsequent Board meeting for consideration and, if appropriate, authorisation sought by Board members in accordance with the Company’s Articles of Association. Stakeholder engagement The Board engages with its stakeholders in a variety of ways. The Colleagues and culture, Relationships with stakeholders and Section 172 reports set out how the Board engages with and encourages participation from its key stakeholders and the effect the engagement has had on the principal decisions taken by the Board during the year.
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