Strategic Report | Governance | Financial Statements | 81
Whistleblowing Just’s Whistleblowing Policy is reviewed and approved by the Group Audit Committee at least annually. Colleagues across the Group are encouraged to raise any matters of concern with our Group Company Secretary or anonymously through our dedicated and independent whistleblowing hotline. The Group Company Secretary leads the review and response from relevant areas of the business, and raises the matters with the Group Audit Committee Chair, who is the whistleblowing champion. Regular reports are provided to the Group Audit Committee on the operation of the policy, including an overview of the steps taken to ensure colleagues are aware and understand the whistleblowing process and associated protections.
The Board considers that the current mix of Executive and Non‑Executive Directors is appropriate, preventing the Board from being too large and ensuring that the Board remains predominantly independent. The Code recommends that at least half the Board, excluding the Group Chair, should comprise Non-Executive Directors determined by the Board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, their judgement. The Board is comprised of more than half (excluding the Group Chair) Non-Executive Directors, all of whom are independent in the manner required by the Code. Division of roles and responsibilities The Board believes that documented roles and responsibilities for Directors including a clear division of key responsibilities between the Group Chair and the Group Chief Executive Officer, are essential elements in the Group’s governance framework and facilitate the effective operation of the Board.
DIVISION OF RESPONSIBILITIES Board balance and independence
As at the date of this report there are eight members of the Board: the Group Chair (independent on appointment), two Executive and five Non-Executive Directors, all of whom are considered independent. Mary Phibbs is the Senior Independent Director.
The following table provides an overview of key Executive and Non-Executive accountabilities, which support the integrity of the Board’s operations.
DEFINING BOARD RESPONSIBILITIES
GROUP CHAIR • responsible for the effective leadership and governance of the Board but takes no part in the day-to-day running of the business; • leads the Board effectively to ensure it is primarily focused on strategy, performance, long-term value creation and accountability in line with the Group’s purpose, values and culture; • ensures the Board determines the significant risks the Group is willing to embrace in the implementation of its strategy; • leads the succession planning process (except his own succession) and chairs the Nomination and Governance Committee; • encourages all Directors to contribute fully to Board discussions and decision-making, and ensures that there is constructive challenge on major proposals; • fosters relationships within the Board and provides a sounding board for the Group Chief Executive Officer on important business matters; • identifies development needs for the Board and individual Directors; • leads the process for evaluating Board and individual Director performance; and • ensures effective communication with major shareholders, regulators, and other stakeholders. SENIOR INDEPENDENT DIRECTOR • provides a sounding board for the Chair; • serves as an intermediary for the other Directors when necessary; • serves as an alternative channel of communication for shareholders and other stakeholders; and • meets annually with the Non-Executive Directors without the Group Chair present to appraise his performance, and address any other matters which the Directors might wish to raise. INDEPENDENT NON-EXECUTIVE DIRECTORS • provide constructive challenge and scrutiny of the performance of management, and promote the highest standards of integrity and governance; • bring an external perspective, knowledge and experience to the Board; and • assist in the development of strategy and the decision- making process.
GROUP CHIEF EXECUTIVE OFFICER • responsible for leadership of the business and manages it within the authorities delegated by the Board; • proposes and develops the Group’s strategy and significant commercial initiatives; • leads the executive team in the day-to-day running of the Group; • ensures the Group’s operations are in accordance with the business plan approved by the Board, including the Board’s overall risk appetite, the policies established by the Board, and applicable laws and regulations; • represents the Group’s interests to external parties; • maintains dialogue with the Group Chair on important business and strategy issues; • recommends budgets and forecasts for Board approval; • makes recommendations to the Remuneration Committee on Just’s remuneration strategy; and • leads the communication programme with shareholders, regulators and other stakeholders, and ensures the appropriate and timely disclosure of information to the stock market. GROUP CHIEF FINANCIAL OFFICER • leads the actuarial, finance, legal, company secretarial, treasury and tax functions; • deputises for the Group Chief Executive Officer; • proposes policy and action to support sound financial management; and • engages with shareholders, analysts and other key stakeholders. GROUP COMPANY SECRETARY • supports the Group Chair and provides guidance to support the smooth functioning of the Board; • ensures the Board receives high-quality information in adequate time and has access to appropriate resources; • advises the Directors on corporate governance developments; • facilitates Board effectiveness reviews; and • coordinates Director induction programmes and assists with professional development.
DESIGNATED NON-EXECUTIVE DIRECTORS Consumer Duty Champion: supports the Group Chair and Group Chief Executive Officer in ensuring that Consumer Duty is raised in all relevant discussions and that the Board is challenging management on how it is embedding the Duty and focusing on consumer outcomes. Employee Engagement Lead: gathers the views of colleagues through employee engagement and provides an employee voice in the Boardroom. Sustainability Lead: champions sustainability matters at Board level. Whistleblowing Champion: ensures and oversees the integrity, independence, and effectiveness of whistleblowing policies and procedures.
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