Just Annual Report and Accounts 2020

GOVERNANCE REPORT

Stakeholder engagement The Board engages with its stakeholders and shareholders in a variety of ways. The stakeholder engagement and Section 172 Report on pages 44 to 50 sets out how the Board engages with and encourages participation from these parties and the effect the engagement has had on the principal decisions taken by the Board during the year. The Colleagues and culture report on page 40 outlines more about our culture and our approach to colleague engagement. During 2020, going above the requirements of the Code, Michelle Cracknell was appointed to join Steve Melcher as the independent Non-Executive Directors responsible for championing workforce engagement activities. Further information on their appointment and activities is included in the report. The report also covers diversity and inclusivity and giving something back to our local and wider communities, topics on which the Board receives frequent updates. Shareholder engagement The Group maintained an open dialogue with its major institutional shareholders and debt investors during 2020 through a programme of meetings undertaken by both the new Group Chair, Senior Independent Director, Group Chief Executive Officer, Group Chief Financial Officer, and members of the Investor Relations team. Activity seamlessly switched to virtual means leading to greater efficiency of Director time and increased accessibility to capital providers. Equity led roadshows were held in March and September 2020, with dedicated debt roadshows in June and October, culminating in the issuance of a £250m Tier 2 Green Bond and concurrent Tier 3 £75m buyback. Management also virtually attended a number of investor conferences and seminars, provided broker and non-broker salesforce briefings, and throughout the year, hosted ad hoc meetings with both existing and prospective shareholders. There was continuous engagement during 2020 as the Group discussed a number of important issues including management actions in response to prior regulatory change, capital levels and reduction of risks, diversity, and the various strategic options available. The programme included major shareholder meetings with the Group Chair following his appointment in August 2020. The Investor Relations team provides the Board with regular analysis of shareholder movements, market and peer activity, in addition to share price performance. Analysts’ and brokers’ reports are made available to all Directors, while the Board receives detailed feedback from our corporate brokers following the results roadshow. The ordinary shares are covered by nine analysts. The Investor Relations team also maintains an open dialogue with non-covering analysts, banks, brokers, credit analysts and other market participants. Fitch have maintained their A/A+ credit ratings for members of the Group, but moved the outlook to Negative from Stable following a COVID-19 related UK life sector review in May 2020.

Corporate Governance Code compliance statement The Board considers that during the year, the Company has applied the main principles of the UK Corporate Governance Code 2018 (the “Code”). The Board considers that it has complied with the provisions of the Code during the year and up to the date of the Directors’ Report. The Corporate Governance Report sets out how we have applied the principles of the Code. Directors Directors on the Board during the year and up to the date of this report are as follows: • John Hastings-Bass, Chair (appointed on 13 August 2020) • Chris Gibson-Smith (retired on 13 August 2020) • David Richardson, Group Chief Executive Officer and Managing Director of the UK Corporate Business • Andy Parsons, Group Chief Financial Officer (appointed on 1 January 2020) • Paul Bishop, Independent Non-Executive Director • Ian Cormack, Independent Non-Executive Director • Michelle Cracknell, Independent Non-Executive Director (appointed on 1 March 2020) • Steve Melcher, Independent Non-Executive Director • Keith Nicholson, Senior Independent Director • Kalpana Shah, Independent Non-Executive Director (appointed on 1 March 2021) • Clare Spottiswoode, Independent Non-Executive Director Commitment The Non-Executive Directors have made a significant contribution and commitment to ensuring the long-term sustainable success of the business during 2020. The Board held ten meetings during the period from 1 January 2020 to 31 December 2020, of which eight were scheduled and two were additional Board meetings called due to the needs of the business. The table below shows Directors’ attendance at Board and committee meetings for the period. Governance, good corporate behaviour and stakeholder engagement are critical to the long-term success of the Company. The regulatory framework has evolved with the Code placing increased emphasis on corporate culture, purpose, values, stakeholder engagement and more generally a company’s contribution to wider society. Pages 62 to 67 on “Governance in operation” set out how the Board is led, how it establishes the Company’s purpose and how it has monitored performance, including delegation to the Board committees. Each of the committees have set out their activities in their reports on pages 68 (Nomination Committee), 71 (Audit Committee), 76 (GRCC) and 78 (Remuneration Committee). BOARD LEADERSHIP AND COMPANY PURPOSE Leadership, purpose, values

Group Risk and Compliance

JRL & PLACL Investment

Board 4

Audit 5

Remuneration

Nomination 6

John Hastings-Bass1 Chris Gibson-Smith2 David Richardson

2/2 7/7

–

3/3 4/4

2/2 3/3

2/2 4/4

–

10/10 10/10 10/10 10/10

–

Andy Parsons Paul Bishop 7 Ian Cormack

11/11

–

5/5 5/5

–

5/6

– –

7/7 3/3 7/7

6/6

– –

Michelle Cracknell3 Steve Melcher Keith Nicholson Clare Spottiswoode

8/9

– –

–

10/10 10/10 10/10

11/11 11/11 11/11

6/6 6/6 6/6

6/6

– –

5/5

– –

–

1 John Hastings-Bass was appointed as a Director and Group Chair on 13 August 2020. 2 Chris Gibson-Smith retired as a Director and Group Chair on 13 August 2020. 3 Michelle Cracknell was appointed as a Director on 1 March 2020 and as a member of the Remuneration Committee on 14 May 2020. Michelle Cracknell was unable to attend the Board meeting on 26 November 2020 due to prior commitments. 4 Two additional Board meetings were held to approve discrete items of business between 1 January and 31 December 2020. 5 Two additional Audit Committee meetings were held between 1 January and 31 December 2020. 6 One additional Nomination Committee meeting was held to approve discrete items of business between 1 January and 31 December 2020. 7 Paul Bishop was unable to attend the JRL & PLACL Investment Committee on 25 March 2020 due to prior commitments. Nick Poyntz-Wright and Mary Kerrigan are independent members of the JRL and PLACL Investment Committees but not the Just Group plc Board. None of the Executive Directors hold a non-executive directorship in a FTSE 100 company.