Strategic Report | Governance | Financial Statements | 89
Senior management succession The Committee regularly reviews succession plans for the Group Executive Committee and Group Company Secretary to ensure they are orderly and aligned with Just’s strategic objectives. As part of the review during the year, the Committee identified immediate emergency successors for critical roles to mitigate risk events, and candidates with a longer-term development trajectory. The Committee remained satisfied that the plans were comprehensive and robust. There were several changes to the Senior Leadership team in 2023 including the appointment of Mark Godson as Group Chief Financial Officer, and Conor Breslin joined Just in early 2024 as the new Group Chief Digital Information Officer. DIVERSITY, EQUITY, INCLUSION AND BELONGING The Board’s strategy reinforces Just’s commitment to drive progress on all aspects of diversity, equity, inclusion and belonging with a pledge to build a culture at Just that has diversity, equity, inclusion and belonging at its core. The Board Diversity, Equity, Inclusion and Belonging Policy was reviewed by the Committee during the year and updated to reflect the Board’s commitment to recognise and embrace the benefits of diverse Board Committees in line with updates to the requirements of Listing Rule 9.8.6. The Board Diversity, Equity, Inclusion and Belonging Policy outlines our commitment to hiring and developing diverse talent at all levels of the organisation. Following a number of first stage interviews, a shortlist of candidates undertook a leadership assessment exercise, which included a detailed interview process against the Just values and the technical and leadership competencies for the role. The Committee considered the suitability of the preferred candidate for the role and recommended the appointment of Mark Godson, which was subsequently approved by the Board on 5 July 2023. A tailored induction programme has been provided to Mark to ensure an orderly transition of the role from Andy Parsons who stepped down as the Group Chief Financial Officer on 1 December 2023 and retired as a Director on 31 December 2023.
The Board comprises individuals with significant financial services and actuarial experience which continues to be valuable in supporting the complex issues that can arise from the core business of the Group. As the Group’s strategy has evolved towards a greater focus on profitable and sustainable growth, the Committee recognises the importance of having relevant skills, experience and capabilities within the Board to support Just in achieving its strategic objectives and priorities. Tailored induction programmes were provided for Mark Godson, Mary Phibbs and Jim Brown during the year. An overview of Just’s approach to Directors’ inductions is contained in the Governance in Operation report. To ensure that the Directors maintain relevant skills and knowledge of the Group, the training needs of the Directors are reviewed regularly. A comprehensive training programme is in place as covered in more detail in the Governance in Operation report.
SUCCESSION PLANNING Board succession
During 2023, the Committee remained active in its consideration of Non-Executive Director succession, which has led to various changes to the Board composition. The Board monitors the tenure of the Directors to ensure that it plans sufficiently in advance for an orderly succession of Non-Executive Directors.
APPOINTMENT OF MARK GODSON AS GROUP CHIEF FINANCIAL OFFICER
The Chair, assisted by the Senior Independent Director, Group Chief Executive Officer and Group Chief People Officer, led the process that resulted in the appointment of Mark Godson as the Group Chief Financial Officer. An in-depth market mapping exercise was undertaken by Russell Reynolds Associates (“RRA”) to identify potential candidates in the market who were suitable for the role specification provided. RRA, which has no connection to the Company or any Director, produced a diverse longlist of candidates. The Committee requires search firms to ensure that longlists and shortlists are balanced from a diversity and inclusion perspective.
BOARD RECRUITMENT AND SUCCESSION PROCESS
STAGE 1 Confirm objective of the process and the role specification
STAGE 2 Engage an external recruitment firm and set out process
STAGE 3 Assess how the specification can be met through a longlist
STAGE 4 Review technical and cultural fit to agree a shortlist
STAGE 5 Identify the preferred candidate to recommend to the Board
As at 31 December 2023, the Board met the three targets on Board diversity set out in Listing Rule 9.8.6. The Senior Independent Director is a woman and one Non-Executive Director is from a minority ethnic background. As set out in a table on diversity in the Directors’ report on page 123, 50% of the Board and 20% of Executive Management are women. The Committee fully supports Just’s commitment to all aspects of diversity, including gender, race, sexuality, neurodiversity and disability, and welcomes the Group’s strong progress with respect to gender and ethnic diversity since signing up to the Women in Finance Charter and Race at Work Charter.
EFFECTIVENESS Board and Committee effectiveness
The annual review of Board effectiveness was facilitated by an independent external consultant, Boardroom Review Limited. The Committee considered and approved the proposed facilitator and the format and timeline of the evaluation exercise. Further information about the review and the conclusions can be found in the Chair’s governance overview and Governance in Operation report. The Committee conducted a review of individual Director effectiveness. This included considering their independence, length of service, other time commitments, attendance at regular and ad-hoc meetings, and feedback from the Group Chair on his assessment of their overall performance and effectiveness. The Senior Independent Director carried out the review for the Group Chair.
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