90 | Just Group PLC | Annual Report and Accounts 2023
NOMINATION AND GOVERNANCE COMMITTEE REPORT continued
Independence and time commitment In assessing the Non-Executive Directors’ independence, the Committee noted the Code requirements, which states that the following circumstances may impair independence: • serving more than nine years as a Non-Executive Director; • has been an employee of the Company within the last five years; • has had a material business relationship with the Company within the last three years; • has received additional remuneration from the Company; • has close family ties; and • holds cross directorships with other Directors. The Committee concluded that the independence of the Non- Executive Directors was not impaired. The expected time commitment of the Group Chair and Non-Executive Directors is agreed and set out in writing in their Letters of Appointment. As part of the annual review of Director effectiveness, the Committee considered each Non-Executive Director’s time commitments and whether they had sufficient time to carry out their roles. After assessing each Non-Executive Director, the Committee concluded that they remain effective, independent and have sufficient time to fulfil their roles. The Committee provided oversight of the annual fitness and proprietary assessments of Non-Executive Directors and Senior Management of all Just Group regulated entities including associated recommendations during the year, and no concerns were identified. DIRECTOR RE-ELECTION The Committee has considered the tenure, balance of skills, knowledge and experience of the Board as well as taking into consideration the requirements of the UK Listing Rules.
The Committee and the Board believe that the current composition of the Board is in the best interests of our stakeholders, and that the Directors continue to challenge appropriately and act independently. In addition, the newly appointed Non-Executive Directors bring a fresh perspective to Board deliberations. Consequently, all Directors will be standing for election and re-election to serve on the Board to promote the long-term success of the Company. CORPORATE GOVERNANCE The Committee monitors emerging trends and requirements on governance matters, and ongoing compliance with the Code. During the year, the Committee monitored proposed changes to the Code and considered the potential implications to reporting requirements. It considered best practice around Director appointments and agreed on various enhancements to future recruitment processes. PRIORITIES FOR THE YEAR AHEAD The focus of the Committee for the year ahead is to strengthen the effectiveness of the Board’s governance and oversight framework including continued enhancements to its oversight of Consumer Duty and sustainability matters. It will revisit the Board’s role in the oversight of Just’s culture and consider whether there are any opportunities to enhance future reporting to the Board. The Committee will also oversee the implementation of any changes required to Just’s governance processes to ensure compliance with the new requirements in the Code published in January 2024. On behalf of the Nomination and Governance Committee.
JOHN HASTINGS-BASS Chair, Nomination and Governance Committee 7 March 2024
BOARD SKILLS AND EXPERTISE TO SUPPORT LONG-TERM SUCCESS
The skills and expertise matrix below sets out a high level of skills and experience that the Non-Executive Directors have assimilated outside of their Board role at Just. The collective position is enhanced by the innate differences in approach and thinking styles, which results from the diverse background and experience of each individual as set out in their biographies on pages 72 to 74. Core skills Secondary skills
John Hastings-Bass
Jim Brown
Michelle Cracknell
Mary Kerrigan
Mary Phibbs
Kalpana Shah
Sectoral Experience Insurance / Financial Services Actuarial Pensions Equity Release Functional Expertise Customer Experience Digital / Fintech Finance / Audit / Accounting Mergers and Acquisition Remuneration Risk Management Sustainability Other Financial Services Regulation Listed Board Experience
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