JUST GROUP PLC Annual Report and Accounts 2020
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GOVERNANCE IN OPERATION continued
During 2020 Just Group plc’s shares fell by 12% to 69.9 pence, compared with the FTSE 350 life insurance index which fell by 11%. The Senior Independent Director is available for consultation with shareholders if they have concerns which are inappropriate to raise with the Chair, Group Chief Executive Officer or other Executive Directors. Further information for shareholders is included on page 164. Whistleblowing There is a Group whistleblowing policy which has been approved by the Board. Colleagues across the Group are able to raise any matters of concern through our dedicated and independent whistleblowing hotline. Reports are sent anonymously to the Group Company Secretary who then raises themwith the Group Audit Committee Chair, who is the Whistleblowing Champion and leads the review and response from the relevant areas of the business. The Audit Committee has a regular agenda item on whistleblowing, receiving updates on the operation of the policy and any concerns raised. 2020 AGM resolutions The 2020 AGM saw all resolutions passed with at least 89% of those voting supporting the resolutions. Conflicts of interest A Group policy and process is in place to address possible conflicts of interest of Directors. Any relevant conflicts and potential conflicts with the interests of the Company that arise must be disclosed at the next Board meeting for consideration and, if appropriate, authorisation by relevant Board members in accordance with the Company’s Articles of Association. As at the date of this report there are ten members of the Board: the Chair (independent on appointment), two Executive and seven Non-Executive Directors (all of whom are considered independent). Keith Nicholson is the Senior Independent Director. The Board considers that the current mix of Executive and Non-Executive Directors is appropriate, preventing the Board from being too large and ensuring that the Board remains predominantly independent. The Code recommends that at least half the Board, excluding the Chair, should comprise Non-Executive Directors determined by the Board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, their judgement. The Board is comprised of more than half (excluding the Chair) Non-Executive Directors, all of whom are independent in the manner required by the Code. Clear division of roles and responsibilities The Board believes that documented roles and responsibilities for Directors, with a clear division of key responsibilities between the Chair and the Group Chief Executive Officer, are essential elements in the Group’s DIVISION OF RESPONSIBILITIES Board balance and independence governance framework and facilitate the effective operation of the Board. The Chair is responsible for the effective leadership and governance of the Board but takes no part in the day-to-day running of the business. His key responsibilities include: • leading the Board effectively to ensure it is primarily focused on strategy, performance, long-term value creation and accountability in line with the Group’s purpose, values and culture; • ensuring the Board determines the significant risks the Group is willing to embrace in the implementation of its strategy; • leading the succession planning process and chairing the Nomination Committee; • encouraging all Directors to contribute fully to Board discussions and ensuring that sufficient challenge applies to major proposals; • fostering relationships within the Board and providing a sounding board for the Group Chief Executive Officer on important business issues; • identifying development needs for the Board and Directors; • leading the process for evaluating the performance of the Board, its committees and individual Directors; and • ensuring effective communication with major shareholders, regulators, and other stakeholders.
The Group Chief Executive Officer is responsible for leadership of the Group’s business and managing it within the authorities delegated by the Board. His key responsibilities include: • proposing and developing the Group’s strategy and significant commercial initiatives; • leading the executive team in the day-to-day running of the Group; • ensuring the Group’s operations are in accordance with the business plan approved by the Board, including the Board’s overall risk appetite, the policies established by the Board, and applicable laws and regulations; • representation of the Group’s interests in the UK and abroad; • maintaining dialogue with the Chair on important business and strategy issues; • recommending budgets and forecasts for Board approval; • providing recommendations to the Remuneration Committee on remuneration strategy for Executive Directors and other senior management; • leading the communication programme with shareholders and ensuring the appropriate and timely disclosure of information to the stock market; and • leading and ensuring effective engagement with the regulator. The Senior Independent Director, Keith Nicholson, provides a sounding board for the Chair, and serves as an intermediary for the other Directors when necessary. The Senior Independent Director also meets annually with the Non-Executive Directors without the Chair being present to appraise the Chair’s performance, and address any other matters which the Directors might wish to raise. The Senior Independent Director conveys the outcome of their discussions to the Chair. The Non-Executive Directors of the Board will meet at least twice per year without the Executive Directors being present. Non-Executive Directors’ time commitments Non-Executive Directors’ appointments are subject to review every three years. Their letters of appointment set out the expected time commitment. The need for availability in exceptional circumstances is recognised. We request that the Board is informed of any subsequent changes in the other significant commitments of the Directors. The Board and Nomination Committee do not consider that any of the Non-Executive Directors have too many other commitments which would render them unable to devote sufficient time to the Company’s activities. The other Directorships of the Non-Executive Directors, are set out in their biographies on pages 56 to 59. None of the Directors hold directorships in FTSE 100 companies. Information and support Directors may seek independent professional advice at the Company’s expense where they consider it appropriate in relation to their duties. All Directors have access to the advice and services of the Group Company Secretary and the Group General Counsel. The role of the Group Company Secretary is to support the Chair and the Board, which includes bringing all governance matters to the attention of the Board and delivering a programme of Board and committee meetings, training and senior management presentations to ensure that each Director has the information required in a timely manner to discharge their statutory duties. COMPOSITION, SUCCESSION AND EVALUATION The principles of section 3 of the Code are applied in practice through the activities undertaken by the Nomination Committee, to which the Board has delegated responsibility. The Nomination Committee Report on pages 68 to 70 sets out, as required by provision 23 of the Code: • the responsibilities delegated to the Nomination Committee; • the process used for appointments of Executive and Non-Executive Directors; • the approach to succession planning;
• the Group’s policy on diversity and inclusion; and • the gender balance of those in senior management.
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