GOVERNANCE REPORT
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The Board also adopted a new diversity policy which includes references to the Board’s commitment to improve both the gender and ethnic diversity of the Board which is in line with the Hampton-Alexander and Parker Reviews. The updated policy references the Group’s wider five point diversity strategy. You can read more about the Nomination Committee’s work in the area of diversity in the Nomination Committee Report on pages 68 to 70. A copy of the Board diversity policy can be found on our Group website. In accordance with the Board diversity policy but whilst ensuring that people with the appropriate skills were appointed, the appointment of Michelle Cracknell and Kalpana Shah improved the gender balance on the Board from 12% to 30%. The Board and the Nomination Committee recognise that there is more to be done, as covered in more detail in the Nomination Committee Report on pages 68 to 70. BOARD EVALUATION The Board evaluation is an important annual process. This year we have had an externally facilitated Board evaluation. The review covered both Just Group plc and the two life companies (Just Retirement Limited and Partnership Life Assurance Company Limited). The process was facilitated by Value Alpha Limited, an independent specialist board evaluation company, who attended the Board and committee meetings as well as interviewing the chairs of the Boards and each of the Directors. Value Alpha also interviewed other key stakeholders. I am pleased to report that following consideration of this year’s report, the Board concluded that it was effective. More information about the Board evaluation is on page 67. AUDIT TENDER During 2019 the Board and Audit Committee carried out an audit tender to select a new external auditor for the year ended 31 December 2020. PricewaterhouseCoopers LLP (“PwC”) were appointed the Group’s external auditor at the 2020 AGM. Further information is included in the Audit Committee Report on pages 71 to 75.
STAKEHOLDERS Stakeholder engagement is of key importance to the Board. We take into account the interests of a wide range of stakeholders including investors, customers, colleagues, pension scheme trustees, financial advisers, regulators and suppliers. Of prime importance is the requirement to understand the views of our stakeholders and we do this through a variety of engagement activities. Steve Melcher was appointed as the Non-Executive Director responsible for seeking the views of our colleagues and bringing these back into the boardroom. This year we appointed Michelle Cracknell to also carry out this role for the Board. Further information about how the Board engages with colleagues can be found in the Governance in operation report on page 62 . Further details regarding our engagement with the wider stakeholder groups and how this has impacted on our decision making is included in our Strategic Report on pages 44 to 45. Since my appointment, I have had meetings with nearly all of the Group’s major shareholders and I engaged with colleagues as part of the “Conversations with the Board” programme. BOARD COMPOSITION AND SUCCESSION PLANNING As previously announced, there have been a number of changes to the Board during the year. Succession planning at both the Board and senior management level has continued to be a primary focus of the Board and the Nomination Committee. The Board has been further strengthened by the appointment of Andy Parsons as the Group’s Chief Financial Officer. Andy joined on 1 January 2020 and was also appointed to the Board on that date. Michelle Cracknell and Kalpana Shah were appointed as Non-Executive Directors of Just Group plc on 1 March 2020 and 1 March 2021 respectively. I was appointed as the Chair on 13 August 2020. A number of the Directors have long tenures with the Group or its predecessor companies, Just Retirement Group plc and Partnership Assurance Group plc pre-merger. There has been a focus on succession planning during the year and further information is available in our Nomination Committee Report on pages 68 to 70. CULTURE, DIVERSITY AND INCLUSION We want our people to be proud to work at Just. Engaged colleagues are crucial to delivering innovative products and services to our customers. The Board is committed to having a culture where our people feel proud to work at Just, where our people can thrive and are well led, well managed and have opportunities for growth and development. This culture is also reflected in how we work. We are proud of our award-winning customer service. This is enabled by the strong values underpinning our behaviour: we do the right thing so we can deliver our purpose of helping people achieve a better later life. In 2020, despite the difficulties presented by COVID-19, the Group has continued to work on the organisation’s culture through the three key people priorities to enable the delivery of the Group’s strategy of: building organisational resilience; strengthening talent and capabilities; and ensuring colleagues feel proud to work at Just. Diversity remains a key focus for the Board and Group Executive team who recognise the enhanced contributions a set of diverse people can bring to our business and wider society. During 2020, the Group focused on broadening the diversity and inclusion (“D&I”) strategy with five clear areas of focus: increasing diverse representation, particularly at senior levels; strengthening leadership focus and accountability for D&I; ensuring all groups have equal opportunity for progression and development; educating on unconscious bias and developing the inclusive culture; and fostering belonging through supporting people to be themselves. The Board sponsor for D&I is the Group Chief Executive Officer. Further information on the D&I strategy can be found in the Strategic Report on page 43.
John Hastings-Bass Chair 15 March 2021
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