GOVERNANCE REPORT
63
JRL and PLACL. Mary Kerrigan is an independent Non-Executive Director of both life companies. The Boards of JRL and PLACL have not established separate remuneration committees, nomination committees or risk and compliance committees. These matters are overseen by the respective Group Board committees to the extent relevant and necessary, for the regulated life companies. JRL and PLACL Investment Committees Chair: Mary Kerrigan The Boards of JRL and PLACL have delegated responsibility for oversight and management of investment management activities within an investment management governance framework to the JRL and PLACL Investment Committees. The committees assist the Group Board with oversight of these activities. The JRL and PLACL Investment Committees are responsible for: • Overseeing the investment framework • Overseeing the performance of the investment portfolio • Reviewing performance of external investment managers and effectiveness of the reporting procedures • Approving entry into investment management agreements and other documentation within the remit of their terms of reference JRL and PLACL Audit Committees Chair: Paul Bishop The Boards of JRL and PLACL have established independent subsidiary audit committees. The JRL and PLACL Audit Committees are mainly held on a nested basis, together with the Group Audit Committee. The committees consider topics of mutual interest at the same time, but from each committee’s perspective. Time is also set aside for each committee to consider matters relevant to its respective company. Paul Bishop is Chair of all three audit committees. Nick Poyntz-Wright is a member of the JRL and PLACL Audit Committees to ensure their independence from the Group Audit Committee. Senior Independent Director, Keith Nicholson, is also a member of the JRL and PLACL Audit Committees. Further information is available in the Audit Committee Report on pages 71 to 75. JRL and PLACL terms of reference The matters reserved for the JRL and PLACL Boards are defined and approved by each Board. They work in synergy with the Group Board. The JRL and PLACL Investment Committees and the JRL and PLACL Audit Committees have approved terms of reference which set out their responsibilities. BOARD ACTIVITIES During 2020 the Board monitored the capital light strategy, the development and execution of management actions to improve the capital position of the Group and the resilience of the Group by reducing property exposure. At the strategy meeting in October the Board considered how the sustainability of the Group in a capital light environment could be improved. The strategy remains aligned with our purpose of helping people achieve a better later life. Due to restrictions arising from COVID-19, the majority of Board meetings were held as virtual meetings throughout the year. A series of virtual “Conversations with the Board” sessions were held during the year to give employees the opportunity to engage with various Non-Executive Directors, including both the Group Chair, John Hastings-Bass, and independent Non- Executive Director, Michelle Cracknell. The Board lead by example and promote our values of doing the right thing. The Section 172 Report in the Strategic Report on pages 46 to 50 looks at some of the principal decisions taken by the Board and how the factors listed in Section 172(1) of the Companies Act 2006 were taken into account in making those decisions.
CHIEF EXECUTIVE OFFICER AND THE GROUP EXECUTIVE COMMITTEE The Board has delegated responsibility for implementing the strategy and business plans and for managing risk and operating effective controls across the Group to the Group Chief Executive Officer. The Group Chief Executive Officer has established a committee of senior executives to assist himwith the discharge of the duties delegated to him by the Board. The Group Executive Committee is responsible for: • Day-to-day leadership of the Group in accordance with the purpose, values and culture set by the Board • Implementing the strategy set by the Board and recommending strategic development to the Board • Business risk management and the oversight of the implementation of effective controls to manage and mitigate risks • Recommending the business plan and budgets to the Board for approval • Monitoring the Group’s performance • Implementing policies and processes to ensure that people within the organisation feel well led and managed with opportunities for development There is also an Executive Risk Committee (“ERC”), chaired by the Group Chief Risk Officer, which focuses on risk management across the Group. This includes oversight of risk appetite, risk controls, and regulatory and compliance matters. The ERC reviews reports frommanagement before they are presented to the GRCC. Other Group committees The Board has also established a Market Disclosure Committee which oversees the disclosure of information by the Company to fulfil its listing obligations under the Market Abuse Regulation. This ensures that decisions in relation to those regulations can be made quickly. The Committee’s role is to approve disclosures, determine whether there is inside information and whether such information needs to be disclosed, when to make an announcement and the contents of the announcement. The Board may establish other committees of the Board or sub- committees of those committees when required from time to time. All committees are established by approval of the Board with agreed The matters reserved for the Board are defined and approved by the Board. Each Group committee has terms of reference which are approved by the Board. The matters reserved for the Board and the main Board committees’ terms of reference can be found at www.justgroupplc.co.uk. Composition of committees The main Board committees comprise independent Non-Executive Directors of the Company. The committee members were appointed to each committee following review and recommendation by the Nomination Committee and approval by the Board. At each Board meeting the chairs of each committee report on the activities of preceding committee meetings. The Group Company Secretary supports the chairs of all the committees and is available to provide corporate governance advice to all Directors. SUBSIDIARY GOVERNANCE – LIFE COMPANY BOARDS The Board holds its meetings on a nested basis together with the Boards of the Group’s regulated life companies, Just Retirement Limited (“JRL”) and Partnership Life Assurance Company Limited (“PLACL”). The governance structure is operated in this way due to synergies between their strategies and operations. JRL is the principal operating company in the Group and, therefore, its activities also have a strategic and material impact on the consolidated Group performance. Each Board considers matters put before it from its own perspective, led by the independent chair of each Board. Holding the meetings together ensures good communication and governance across the Group. The approach ensures the strategy is aligned and implemented effectively. JRL and PLACL both have two independent Non-Executive Directors who are not Directors of Group. Nick Poyntz-Wright is the Chair of the Boards of terms of reference. Terms of reference
Powered by FlippingBook