82 | Just Group PLC | Annual Report and Accounts 2023
GOVERNANCE IN OPERATION continued The Board has delegated responsibility for implementing the strategy and business plans, and for managing risk and operating effective controls across the business to the Group Chief Executive Officer who is responsible for the day-to-day leadership of the Group in accordance with the purpose, values and culture set by the Board. The Group Chief Executive Officer has established a committee of senior executives to assist him with the discharge of the duties delegated to him by the Board (the “Group Executive Committee”). The Group Executive Committee is responsible for: • implementing the strategy set by the Board and recommending strategic developments to the Board; • business risk management and the oversight of the implementation of effective controls to manage and mitigate risks; • executing plans to meet the sustainability commitments that the Board has set; • recommending the business plan and budgets to the Board for approval; • monitoring the Group’s performance; • implementing and oversight of processes which govern how we do business and how we interact with our stakeholders; and • development and oversight of initiatives to ensure colleagues feel well led, managed and supported with opportunities for development.
There is also a Group Executive Risk Committee (“ERC”) chaired by the Group Chief Risk Officer, which focuses on risk management across the Group. This includes oversight of risk appetite, risk controls, and regulatory and compliance matters. The ERC considers reports from management before they are presented to the Group Risk and Compliance Committee (“GRCC”). MEETING ATTENDANCE There were seven scheduled Board meetings in 2023 and two meetings to discuss the Group’s strategy. All scheduled meetings were in-person with facilities for virtual attendance for those Directors who could only attend remotely. Various senior executives and external advisers were invited to attend and present on various business development and governance matters, as required. Papers were circulated before each meeting to give the Directors sufficient opportunity to consider the issues to be discussed. In exceptional circumstances where Directors could not attend meetings, they had the opportunity to provide comments and raise any concerns to the Group Chair in advance of the meeting. The Group Company Secretary attended all Board meetings and he, or his nominated deputy, attended all Board Committee meetings. Minutes and actions are documented, and circulated following each meeting. The table below sets out Directors’ attendance at the scheduled Board and Board Committee meetings in 2023. Additional Board and Board Committee meetings were convened during the year to discuss various governance and regulatory matters.
Group Risk and Compliance
Nomination and Governance
Board
Group Audit
Remuneration
John Hastings-Bass David Richardson
Group Chair
7/7 7/7 0/0 7/7 1/1 7/7 7/7 7/7 7/7 3/4 2/2
– – –
8/8
3/3
4/4
Executive Director Executive Director
– –
– –
– –
Mark Godson 1 Mary Phibbs 2
Senior Independent Director
7/7
8/8 1/1
3/3
4/4 1/1 4/4
Jim Brown 3
Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director
– –
–
Michelle Cracknell 4 Mary Kerrigan 5 Kalpana Shah Retired in 2023 Andy Parsons
– –
2/3
4/4 7/7
– –
– –
8/8
Executive Director
–
–
–
– –
Paul Bishop 6 Ian Cormack 7
Non-Executive Director Non-Executive Director
4/4
3/3 1/3
1/1 1/1
– 2
2/2
Additional meetings held
6
0
4
1
1 Mark Godson was appointed as a Director on 1 December 2023. 2 M ary Phibbs was appointed as a Director and member of the Group Audit Committee, GRCC and Remuneration Committee on 5 January 2023. She was appointed as a member of the Nomination and Governance Committee on 9 May 2023. 3 Jim Brown was appointed as a Director on 1 November 2023. 4 Michelle Cracknell was unable to attend the Nomination and Governance Committee meeting on 23 November 2023 due to prior commitments. 5 Mary Kerrigan was appointed as a member of the Group Audit Committee on 9 May 2023. 6 P aul Bishop retired as a Director, Chair of the Group Audit Committee, and member of the GRCC and Nomination and Governance Committee at the conclusion of the AGM on 9 May 2023. He was immediately reappointed as a Director and Chair of the Group Audit Committee until he retired as a Director on 12 July 2023. He was unable to attend the Board meeting on 6 July 2023 due to prior commitments. 7 Ian Cormack retired as a Director at the conclusion of the AGM on 9 May 2023. He was unable to attend the GRCC meetings in January 2023 due to prior commitments.
BOARD SUPPORT Directors may seek independent professional advice at the Company’s expense where they consider it appropriate in relation to their duties. All Directors have access to the advice and services of the Group Company Secretary and the Group General Counsel. The role of the Group Company Secretary is to support the Group Chair and the Board, which includes bringing all governance matters to the attention of the Board and delivering a programme of Board and Board Committee meetings, training and senior management presentations to ensure that each Director has the information required in a timely manner to discharge their statutory duties.
NON-EXECUTIVE DIRECTORS’ APPOINTMENT TERMS Non-Executive Directors’ appointments are subject to review every three years. Their letters of appointment set out the expected time commitment, and the need for availability in exceptional circumstances is recognised. Directors are requested to inform the Board of any subsequent changes in their other significant commitments and an indication of the time involved. The Directors must obtain approval from the Board prior to accepting any additional external appointments.
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