70 JUST GROUP PLC Annual Report and Accounts 2020
Nomination Committee Report continued
SUCCESSION PLANNING The Board comprises individuals with significant financial services experience, which has been valuable in supporting a challenging external regulatory environment, enabling it to have good oversight of these complex issues.
The Committee considered both the GEC and Board succession plans.
The GEC plan identified immediate emergency successors for critical roles, to mitigate risk events, and candidates with a longer-term development trajectory. The Committee remained satisfied that the plans were robust and requested a further review in the second quarter of 2021. It was noted that for future senior vacancies, the Group needed to continue to have balanced shortlists to enable the diversity targets to be reached by 2023. The Committee also considered the Board succession plans, noting the UK Corporate Governance Code which states that serving more than nine years may impair independence. As a number of the Non-Executive Directors have more than six years’ service, the Committee has embarked on an active Board refresh in order to ensure orderly succession. This will remain a key priority and an opportunity to continue to evolve the Board’s skills, experience and diversity in line with the Just strategy. The Committee looked at the strategic challenges and the balance of skills and experience across the current members and concluded that, with any future additional appointments in 2021, it should look to strengthen the expertise in the areas of digital technology and business/customer process transformation. The Committee noted that some of the current Non-Executive Directors may retire from the Board over the next 18 months. To ensure the continuation of the right depth of financial acumen they may have to be replaced with people with similar skills. DIVERSITY AND INCLUSION The Board’s diversity and inclusion strategy has pledged to build a culture at Just that has diversity and inclusion at its core, and we are committed to hiring and developing diverse talent at all levels of the organisation. A new Board diversity policy was adopted during the year. The updated policy: • references the commitment to improving both gender and ethnic diversity at Board level. This includes an aim to have at least one BAME Director by 2024; • links to the Group’s wider five point diversity and inclusion strategy; and • includes reference to a consideration of diversity in succession plans for leadership positions. More information on the Group’s diversity and inclusion strategy can be found on page 43. We are pleased that our Board is 30%women and 10% BAME because we believe that a diverse and inclusive culture supports and promotes better business performance, growth and innovation. The Committee and the Board acknowledge that there is more to be done in order to meet the Hampton-Alexander target of 33% of women on the Board. We are making progress towards this target and, as part of its succession planning to refresh the Board, the Committee will endeavour to meet the target by the 2022 AGM.
APPOINTMENT OF JOHN HASTINGS-BASS AS CHAIR
The Senior Independent Director (“SID”), assisted by members of the Committee (excluding the incumbent Chair) and the Chief People Officer, led the process that resulted in the appointment of John Hastings-Bass as the Chair for the Group. Key steps in the process are outlined below. When the final results for 2019 were announced, the Board Chair, Chris Gibson-Smith, announced his intention to stand down as Chair when the half year results were announced in 2020. Ridgeway Partners, who are signatories to the Voluntary Code of Conduct for Executive Search Firms, were appointed to support the Group on the appointment. They are accredited by the Hampton-Alexander Review for compliance with the gender diversity code. Ridgeway Partners has no other connection to the Board or any Director. The Committee confirmed to the search consultancy the key criteria for the role along with a person specification. Due to the nature of the role and the importance of it to the success of the Group, the search focused primarily on candidates with Chair experience, ideally of a listed company, with retail and commercial financial services experience. The process involved a full map of the external market, a shortlisting process led by the SID, reviewing candidate backgrounds and experience against the key criteria and specification. Interviews were conducted by the SID and members of the Committee. For the final shortlisted candidates there were interviews with the Group Chief Executive Officer before a recommendation was made to the Group Board. The Board approved the appointment of John Hastings-Bass which was announced on 12 August 2020 to take effect from the close of business the following day following the announcement of the Group’s half year results. The SID kept shareholders updated on progress.
On behalf of the Nomination Committee
John Hastings-Bass Chair, Nomination Committee 15 March 2021
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