80 | Just Group PLC | Annual Report and Accounts 2023
GOVERNANCE IN OPERATION continued
Grow through innovation GROUP STRATEGIC PRIORITIES 1. 2. 4. 3. 5. Board activities overview
BOARD ACTIVITIES Sustainability oversight
As agreed by the Board in 2022, additional time is now allocated on the Board meeting agenda each quarter to engage specifically on sustainability matters to enhance the level of oversight on sustainability initiatives and regulatory developments, and to receive regular updates on progress to reach sustainability targets for the Group’s operations to be carbon net zero by 2025 and its investments and supply chain to be net zero by 2050, with a reduction of 50% by 2030 in line with the Association of British Insurers (“ABI”) climate change roadmap. Additional training was also provided to the Directors on sustainability matters during the year.
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Set out below are the key focus areas of the Board during the year, their alignment to our Group strategic priorities and the decisions taken by the Board.
STRATEGY, CULTURE AND MANAGEMENT • Held Board strategy sessions to consider and agree refinements to the Group’s strategy with a particular focus on the evolution of the Retail strategy, growth opportunities and sustainability initiatives. • Approved the Group’s key strategic targets and priorities for the year. • Received updates on the delivery of the Group strategy execution plan. • Monitored progress of various initiatives to reach our carbon net zero
• Received updates on the Change delivery programme. • Monitored colleague engagement and culture initiatives. • Approved updates to the Diversity, Inclusion, Equity and Belonging Policy. • Received detailed updates on strategically important initiatives for the Group. • Conducted in-depth reviews of the strategy, including opportunities and challenges, of each of the Group’s business areas.
targets, and received updates on the transition plan. • Enhanced the oversight of sustainability matters.
Alignment to strategic priorities 1. 2. 3. 4. 5.
STRUCTURE AND CAPITAL • Assessed the Group’s capital and liquidity requirements including optimisation of its Solvency II capital structure. • Approved the continuation of the purchase of shares in the market through the Group’s Employee Benefit Trust in order to meet exercisable awards.
• Approved resolutions for adoption by shareholders to issue new shares and Restricted Tier 1 (“RT1”) capital for the 2024 AGM to create flexibility for the Group. • Approved the payment of RT1 coupons for their respective RT1 notes.
Alignment to strategic priorities 1. 2. 5.
FINANCIAL PERFORMANCE AND INVESTOR RELATIONS • Approved the Group’s business plan and targets, and monitored the Group’s results against them. • Approved the Group’s half-year and annual financial results. • Reviewed the dividend policy. Recommended the 2022 final dividend and declared the 2023 interim dividend. • Considered the appropriateness of the approach to surplus capital management.
• Approved the Group Solvency and Financial Condition Report and the Group Regular Supervisory Report for submission to the Prudential Regulation Authority. • Considered reinsurance counterparty arrangements. • Received updates on investor activity, market and peer analysis, and share price performance. • Reviewed broker reports on the Group and received feedback from investor meetings. • Approved the Group recovery plan and run-off plan. • Approved the cyber security strategy. • Received annual Chief Actuary validation reports. • Approved a matching adjustment application and major model change application to move PLACL from the standard formula to an internal model to align PLACL’s capital model to the Group’s view of the underlying risks to PLACL.
Alignment to strategic priorities 2. 5.
RISK MANAGEMENT AND INTERNAL CONTROLS • Approved the risk appetite framework and introduction of an IFRS risk appetite. • Considered risks to the Group’s strategy and business plan. • Approved the Group’s Own Risk and Solvency Assessment (“ORSA”). • Approved the annual operational resilience self-assessment. • Provided oversight of the implementation of the Consumer Duty requirements. Assessed and concluded that the Group was compliant with Phase 1 requirements across various business areas.
Alignment to strategic priorities 2. 5.
BOARD AND BOARD COMMITTEE GOVERNANCE • Received reports from the principal Board Committees. • Approved updates to matters reserved for the Board and Board Committees’ terms of reference. • Approved changes to the Board and Board Committees’ composition. • Approved refreshments to the composition of various regulated companies’ Boards. • Received updates on regulated subsidiaries governance, initiatives and challenges.
• Convened the 2023 AGM. • Conducted a review of the Board and Board Committees’ effectiveness facilitated by an external consultant. • Received corporate governance updates. • Approved the Company’s Modern Slavery Statement. • Attended a series of workshops and training sessions covering, amongst others, detailed updates on the IFRS 17 accounting standard requirements and sustainability matters.
Alignment to strategic priorities 1.
5.
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