88 | Just Group PLC | Annual Report and Accounts 2023
NOMINATION AND GOVERNANCE COMMITTEE REPORT
REVIEW OF THE YEAR The Committee held three scheduled meetings during the year. A key focus was Director appointments and succession planning for the Board and its Committees, including the orderly transition of the Board as the longer-serving Non-Executive Directors retired and new Directors were appointed. Director inductions, Board effectiveness and an assessment of the Non-Executive Directors’ skills and capabilities were also areas of focus during the year. The Committee also monitored developments in governance and considered and agreed various enhancements to its governance and oversight responsibilities for the future. The Group Chief Executive Officer and Group Chief People Officer were invited to attend the meetings during the year. Other Group executives and senior managers were invited to attend the meetings to report, where appropriate, on their areas of responsibility. AREAS OF FOCUS The Committee follows an annual rolling forward agenda with standing items considered at each meeting in addition to any matters arising and topical issues which the Committee has decided to focus on. The key focus areas for the year are covered in the sections below. BOARD AND BOARD COMMITTEES’ COMPOSITION The Committee regularly considers the composition and balance of the Board and Board Committees with the objective to ensure that the Board’s collective experience, expertise, diversity and cultural alignment are aligned with the Group’s longer-term strategy. Mark Godson was appointed as the Group Chief Financial Officer on 1 December 2023, replacing Andy Parsons who retired on 31 December 2023. Further details on the appointment process for Mark Godson are included overleaf. Two new independent Non-Executive Directors were appointed in 2023, Mary Phibbs and Jim Brown, and longer-serving Non-Executive Directors, Paul Bishop and Ian Cormack, retired as Directors. Following a comprehensive search process, Mary Phibbs was appointed as an independent Non-Executive Director on 5 January 2023 and took over the role of Senior Independent Director at the conclusion of the AGM on 9 May 2023. External search firm, Teneo, which has no other connection to the Company or any Director, was engaged to support the recruitment. During the year, the Committee considered the Board and Board Committees’ structure, including Directors’ skills, experience and capabilities, and diversity, and concluded that a further Non-Executive Director should be appointed. Following an extensive search utilising the services of Teneo, and after concluding fitness and propriety checks, Jim Brown was appointed as an independent Non-Executive Director and member of the Group Risk and Compliance Committee (“GRCC”), Remuneration Committee, and JRL and PLACL Investment Committees, on 1 November 2023. Jim has considerable experience in the retail financial services industry and strong stakeholder management skills, and he brings excellent technical abilities and experience of digitisation, which are key attributes to complement the existing skills, experience and capabilities of the Board. Other changes to Board Committee membership, which were recommended by the Committee and subsequently approved by the Board, are outlined in the Chair’s governance overview. BOARD SKILLS, KNOWLEDGE AND EXPERIENCE Following various Board changes during the year, the Committee considered the skills, knowledge and experience of each Board member, which is summarised in the skills and expertise matrix at the end of this report. The assessment of the Board’s skills and areas of expertise feeds into succession planning and the ongoing recruitment of Non-Executive Directors, with action being taken to address areas highlighted for strengthening.
JOHN HASTINGS-BASS Chair, Nomination and Governance Committee
I am pleased to present my report on behalf of the Nomination and Governance Committee (the “Committee”) for the year ended 31 December 2023. This report outlines the key areas of focus and activities carried out by the Committee during the year. structure, size and composition of the Board and its Committees, and where appropriate, makes recommendations to the Board for the orderly succession of Executive and Non-Executive Director appointments. It oversees the refreshment of the Board and its Committees, and seeks to maintain an appropriate balance of skills, knowledge, independence, experience and diversity, taking into account the Group’s strategic priorities, its challenges and opportunities, all relevant corporate governance standards, and associated guidance on Board composition. ROLE The Committee is responsible for regularly reviewing the The Committee is also responsible for keeping under review compliance with the UK Corporate Governance Code 2018 (the “Code”), monitoring emerging trends in, and consultations on, corporate governance matters, considering the potential effect on the Group’s governance arrangements and recommending any relevant changes to the Board, as appropriate, on matters including the corporate governance framework of the Group. It is responsible for overseeing the induction, training and continuous professional development of the Group’s Directors. The full responsibilities of the Committee are set out in its terms of reference, which are reviewed annually and can be found at www.justgroupplc.co.uk.
MEMBERSHIP John Hastings-Bass Michelle Cracknell
Chair
Independent Non-Executive Director
Mary Phibbs
Senior Independent Director
At the conclusion of the Company’s Annual General Meeting (“AGM”) on 9 May 2023, Paul Bishop and Ian Cormack retired as members of the Committee. Mary Phibbs was appointed as a member of the Committee on 9 May 2023.
Committee meeting attendance can be found on p82 . Biographies of Committee members can be found on p72–73 .
Powered by FlippingBook