Strategic Report | Governance | Financial Statements | 83
A list of Directors who have served throughout the year up to the date of this report can be found in the Directors’ report on pages 120 to 121. The Nomination and Governance Committee regularly reviews Board composition when considering succession planning. In line with best practice, it includes a review of the tenure of Directors. Further information regarding succession planning is included in the Nomination and Governance Committee report. All Directors’ appointments are subject to annual re-election by shareholders, and the reasons why their contribution is and continues to be important to the long-term sustainable success are set out in the explanatory notes accompanying the resolutions. The Board is satisfied that there is the right balance of skills and experience on the Board and its Committees to support the Group capture opportunities and deal with future challenges. Composition of Board Committees The main Board Committees comprise independent Non-Executive Directors of the Company who were appointed following review and recommendation by the Nomination and Governance Committee, and approval by the Board. At each scheduled Board meeting, the chairs of each Committee report on the activities of preceding Committee meetings. The Group Company Secretary supports the chairs of all the Committees and is available to provide corporate governance advice to all Directors.
COMMITMENT The Non-Executive Directors made a significant contribution to Just in 2023 and remain committed to ensuring the long-term sustainable success of the business. The Nomination and Governance Committee have assessed the time commitment of the Non-Executive Directors to determine whether they have sufficient time to fulfil their roles. After considering a recommendation from the Nomination and Governance Committee, the Board concluded that the Non-Executive Directors have sufficient time to fulfil their roles. None of the Non-Executive Directors have too many other commitments which would render them unable to devote sufficient time to the Company’s activities. The other Directorships of the Non-Executive Directors are set out in their biographies. None of the Company’s Directors serve as Directors of any FTSE 100 companies. As at the date of this report, the Board comprised the Group Chair who was independent on appointment, two Executive Directors and five independent Non-Executive Directors, including the Senior Independent Director. Biographical details of the Directors of the Company as at the date of this report can be found on pages 72 to 74. COMPOSITION, SUCCESSION AND EVALUATION Board composition and succession planning
Directors’ induction On appointment, all Directors receive a formal and tailored induction to enable each of them to effectively contribute to the Group’s strategy and wider initiatives from the outset. The induction is tailored through discussion with the Group Chair and the Group Company Secretary, and takes into consideration existing expertise and any prospective Board or Board Committee roles. The Directors who joined the Board in 2023 received induction packs comprising a broad range of information including corporate governance documents, Board and Board Committee meeting papers and minutes, and a detailed overview of strategic, financial and operational plans and priorities, and risk management, compliance and regulatory information. Introductory meetings were held with members of the Board and Group Executive Committee, the Group Company Secretary and key senior managers across the Group. A high-level overview of the induction programme provided to Jim Brown following his appointment as a Director on 1 November 2023 is provided in the table below. Non-Executive Director induction programme for Jim Brown
Areas covered
Sessions by
Just’s purpose, strategy, culture and business model
Group Chair Group Chief Executive Officer Managing Directors of each Business Unit
Financial performance and capital requirements
Group Chief Financial Officer
Risk management, internal controls, assurance, compliance and regulatory developments
Group Risk and Compliance Committee Chair Group Chief Risk Officer Director of Compliance
Investments, sustainability and net zero transition
JRL and PLACL Investment Committees’ Chair Group Chief Risk Officer (Executive Sponsor for Sustainability)
Cyber security and operational resilience
Group Chief Digital Information Officer Chief Information Security Officer Retail Operations and Underwriting Director
Operations
Remuneration and colleagues
Remuneration Committee Chair Group Chief People Officer
Corporate governance and Board operations
Group Chair Group Company Secretary
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