86 | Just Group PLC | Annual Report and Accounts 2023
GOVERNANCE IN OPERATION continued
Risk management and internal control systems The Board, with the assistance of the Group Audit Committee and GRCC, and support from the Risk and Group Internal Audit functions, as appropriate, monitored the Group’s risk management and internal control systems that have been in place during the year, and reviewed their effectiveness. The Group Internal Audit function provides an independent and objective assurance of the adequacy and effectiveness of the Group’s controls to the Group Audit Committee each year. Information regarding this review is set out in the Group The Board has delegated responsibility for overseeing financial reporting, including climate-related assumptions and disclosures, internal audit, external audit and the effectiveness of the internal controls to the Group Audit Committee. The Group Audit Committee conducts a review of the financial and non-financial statements to satisfy itself of the integrity of the Annual Report and Accounts, and reports its findings to the Board. Audit Committee report. Group Audit Committee Information on the composition of the Group Audit Committee, its responsibilities and its activities during the year, including those activities required by Provision 26 of the Code, can be found in the Group Audit Committee report. Group Risk and Compliance Committee The Board has delegated responsibility for the oversight of the Group’s risk management, including oversight of risk appetite and the risk management framework, to the GRCC. The Committee is also responsible for the oversight of compliance and regulatory matters. Information regarding the composition of the Committee, its responsibilities and a review of its activities during the year can be found in the Group Risk and Compliance Committee report. Additional information on the management of risks can be found in the Risk management report on pages 64 to 69. REMUNERATION The Board has delegated oversight of remuneration policy and practices to the Remuneration Committee. The way in which the principles have been applied during the year and the information required as set out in Provision 41 of the Code, including a description of how executive pay policy was determined in accordance with Provision 40 of the Code, are included in the Directors’ Remuneration report.
SUBSIDIARIES’ GOVERNANCE The effective governance of the wholly owned subsidiaries of the Group (the “subsidiaries”) is of utmost importance to the Board to ensure its strategy, purpose, values and culture flows across all its business areas. Given the prominence of the regulated life companies (“life companies”) in the Group’s business model, the Board holds its meetings on a nested basis with the Boards of those companies. It also receives reports from its other regulated entities, as appropriate, on their activities and any material issues or concerns. The Group Chief Executive Officer reports on the performance and key developments of the Group as a whole. The Group Board Committees oversee matters within their remit to the extent relevant and necessary for the subsidiaries. During 2023, this included the consideration and recommendation of changes to the composition of the Boards of various regulated companies by the Nomination and Governance Committee. With the exception of Just Retirement Limited (“JRL”) and Partnership Life Assurance Company Limited (“PLACL”) who have established separate audit committees and investment committees as outlined below, the regulated companies have not established any separate Board Committees as it is more effective to manage any specific matters on a Group-wide basis. The following provides an overview of the governance arrangements for our UK regulated entities. Regulated life companies JRL and PLACL are the Group’s life companies. JRL is the principal operating company in the Group and, therefore, its activities also have a strategic and material impact on the consolidated Group performance. The principal activities of JRL are writing premiums for Defined Benefit de-risking solutions, Guaranteed Income for Life solutions, the Secure Lifetime Income product, and residential lifetime mortgage solutions in the UK, and the servicing and administration of in-force policies. PLACL’s principal activities focus on the orderly run-off of life assurance products and annuities, and writing new Care annuities in the UK. Boards Operating the life companies’ Boards on a nested basis with the Board ensures the Group strategy and governance are aligned and implemented effectively. To ensure their independence in mindset and decision making, the JRL and PLACL Boards have two independent Non-Executive Directors who are not Directors of Just Group plc, one of whom chairs the life companies’ Boards. There is a separate section on the nested meeting agendas for JRL and PLACL business to ensure time is allocated for each Board to consider matters specific to each respective company. The matters reserved for the JRL and PLACL Boards have been documented and approved by each respective Board. The matters reserved for the JRL and PLACL Boards are reviewed at least annually to ensure that they reflect best practice and are aligned with the matters reserved for the Board, where appropriate.
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