Just Annual Report and Accounts 2020

JUST GROUP PLC Annual Report and Accounts 2020

68

Nomination Committee Report

I am pleased to present the Committee’s report for the year ended 31 December 2020

The report details the activities carried out by the Nomination Committee (the “Committee”) during the year.

A significant amount of Committee time was focused on succession planning for the Group Board, and in particular my own appointment, as well as the recruitment of Michelle Cracknell and Kalpana Shah who joined the Board in March 2020 and March 2021 respectively. We reviewed the Group Executive Committee (“GEC”) and senior leadership team succession plans. We considered the Board diversity policy and progress on diversity and inclusion across the Group, noting that the Group’s plan is extending beyond its initial focus on gender to include more on the wider aspects of diversity and inclusion, which we welcomed. needs of the Company, and regularly review the size and composition of the Board. Where appropriate, the Committee makes recommendations for the orderly succession of Executive and Non-Executive Director appointments. In addition, it oversees the refreshment of the Board and its committees. In assisting and advising the Board, the Committee seeks to maintain an appropriate balance of capabilities, skills, knowledge, independence, experience and diversity on the Board, taking into account the Group’s strategy and the challenges and opportunities facing the Group. ROLE AND RESPONSIBILITIES A key role of the Committee is to keep under review the leadership The full responsibilities of the Committee are set out in the terms of reference, which are reviewed annually and can be found at www.justgroupplc.co.uk. COMMITTEE MEMBERSHIP AND MEETINGS The members of the Committee as at 31 December 2020 are shown in the table below. I replaced Chris Gibson-Smith as Chair following our respective appointment and retirement as Directors in August 2020. Biographies of the Committee members can be found on pages 56 to 59. The Committee meets at least twice a year and the Group Chief Executive Officer and Chief People Officer are normally invited to attend meetings. The Group Company Secretary also acts as Secretary to the Committee.

John Hastings-Bass Chair

Attendance scheduled meetings

Committee members John Hastings-Bass (Chair)1

2/2 3/3 5/5 5/5 5/5

Chris Gibson-Smith2

Paul Bishop Ian Cormack

Keith Nicholson

1 Appointed as a Director on 13 August 2020. 2 Resigned as a Director on 13 August 2020.

In addition to the members of the Committee, members of the executive team and senior management teamwere invited to attend meetings and submit reports on their areas of responsibility. Other Non-Executive Directors were also invited to attend and contribute to the challenge and debate.

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