64 JUST GROUP PLC Annual Report and Accounts 2020
GOVERNANCE IN OPERATION continued
AREA OF FOCUS
KEY BOARD ACTIVITIES
• Held a Board strategy session in October 2020 to monitor progress against the Group’s strategy, and to review and agree refinements to it. The strategy session focused on business viability, transformation and growth, and future opportunities • Reviewed the sustainability of the Group’s business model • Reviewed and agreed the Group’s capital plan and updates to the capital plan • Reviewed progress on a range of cost saving initiatives • Carried out in-depth reviews into each of the Group’s business lines • Material interaction with regulators • Received Group Chief Risk Officer reports and assessed the Group’s significant risks, regulatory issues and emerging risks • Approved the risk policies and risk framework for managing risk across the Group • Monitored the Group’s capital and liquidity position • Approved the Group’s Own Risk and Solvency Assessment (“ORSA”) • Reviewed risks to the Group’s strategy and business plan • Reviewed the Group’s financial performance on an ongoing basis, and the Group’s half-year and annual financial results • Reviewed the dividend policy and agreed not to pay interim or final dividends for the financial year ended 31 December 2020 • Reviewed and challenged reports provided by its committees on key financial-related matters • Assessed the Group’s capital and liquidity requirements including its Solvency II position • Oversight of changes to improve the resilience of the Group’s capital position to insurance, market and counterparty risks • Continued examination of capital efficiency improvement measures • Oversight of external and intra-Group financing • Called the remaining £63m 9.5% PLACL Tier 2 debt in March 2020 • Issued a £250m BBB rated Green Solvency II Tier 2 qualifying instrument with a maturity date in April 2031, an optional redemption period fromOctober 2025 to April 2026 and a coupon of 7% in October 2020 • Completed a tender for £75m of the existing £230m Subordinated Tier 3 debt due in October 2020 • Received regular updates from committees, management and external advisers on legal and regulatory developments • Reviewed activities in light of the Prudent Person Principle regulation • Reviewed and updated the schedule of matters reserved for the Group Board • Reviewed and updated the terms of reference of the principal committees of the Group Board • Reviewed and approved updates to various Group policies • Extensive shareholder engagement by the Chair and Senior Independent Director in addition to the normal CEO/CFO programme • Reviewed outcomes and plans from the “Best Companies” survey, as part of a colleague engagement strategy • Held “Conversations with the Board” to promote two-way communication and hear views on areas of focus, such as diversity and inclusion • Introduced John Hastings-Bass to colleagues via an interactive Teams session, with extremely positive feedback from colleagues • Increased the percentage of women on the Board and made progress against the Board’s commitment to improve gender diversity more generally at senior levels across Just • Significant focus was given to Board and executive succession planning (including the appointment of new Group Chair and two independent Non-Executive Directors) • Reaffirmed its commitment to Board and senior management diversity • Undertook an externally facilitated evaluation of the Board’s effectiveness and the performance of the Group Chair and individual Directors
REVIEWING STRATEGIC PROGRESS
RISK MANAGEMENT
FINANCIAL REPORTING AND CONTROLS AND DIVIDEND POLICY
STRUCTURE AND CAPITAL
CORPORATE GOVERNANCE
BE PROUD TO WORK AT JUST
BOARD SUCCESSION PLANNING
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