Just Annual Report and Accounts 2020

JUST GROUP PLC Annual Report and Accounts 2020

GOVERNANCE IN OPERATION

OUR GOVERNANCE STRUCTURE The Just Group plc Board (the “Board”) is responsible for the strategic direction and risk appetite of the Company. The Board promotes the long-term sustainable success of the Company, generating value for shareholders and wider society. The Board has agreed an effective governance framework whose structure is set out below.

JUST GROUP PLC BOARD • Sets purpose, values and strategy for the group of companies of which Just Group plc is the ultimate shareholder (the “Group”) • Monitors culture and ensures behaviours and practices are aligned with the Group’s purpose, values and strategy • Sets risk appetite and oversees risk management, internal control systems, corporate governance and regulatory matters • Approves major changes to the Group’s business activities including, but not limited to, major acquisitions or disposals and its presence in various jurisdictions

• Approves the business plan including objectives, budgets, forecasts and material changes, and monitors delivery against the plan • Approves the capital structure of the Group and any changes to capital, and monitors capital risk appetite • Approves major changes to the operational structure of the Group • Approves the financial statements, half-year reports and regulatory reports • Delegates oversight for some of its activities to committees of the Board

GROUP AUDIT COMMITTEE

REMUNERATION COMMITTEE

NOMINATION COMMITTEE

GROUP RISK AND COMPLIANCE COMMITTEE (“GRCC”) Chair: Keith Nicholson Oversees on behalf of the Board: • Mandates of the Risk, Compliance and Chief Actuary functions • Material changes to the risk management and internal control framework, including Group policies, which support the framework and risk strategy • Principal and emerging risks relative to risk appetite tolerances • Solvency II compliance and the internal model including changes to the internal model • Regulatory matters (other than Group Solvency II reporting) • Compliance monitoring plan

Chair: Paul Bishop Oversees on behalf of the Board: • Financial reporting • Significant accounting judgements and accounting policies • Solvency reporting • Relationship with the external auditor including monitoring independence, non-audit services and the audit plan • Audit tender process • Appointment of the new auditor • Internal controls • Internal audit function and internal audit plans

Chair: Ian Cormack Oversees on behalf of the Board: • Remuneration policy • Within the terms of the remuneration policy sets remuneration, benefits, pension and total compensation of the Chair of the Board, Executive Directors, members of the Group Executive Committee, the Group Company Secretary and other senior management and Solvency II staff • Share schemes including SAYE, LTIPs, STIPs and DSBP schemes and approval of awards under the schemes • Alignment of workforce reward and incentives

Chair: John Hastings-Bass Oversees on behalf of the Board: • Board appointments process • Structure, size and composition of the Board • Succession planning for appointments to the Board and Group Executive Committee • Balance of skills, experience and knowledge of the Board • Diversity and inclusion matters; monitoring the impact of initiatives (for Board, senior management and wider initiatives) • Independence of Directors