GOVERNANCE REPORT
95
Share plans The Group operates a number of share-based incentive plans that provide Just Group plc shares to participants at exercise of share options upon vesting or maturity. The plans in operation include the Just Retirement Group plc 2013 Long Term Incentive Plan (“LTIP”), the Just Retirement Group plc Deferred Share Bonus Plan (“DSBP”), the Just Retirement Group plc Sharesave Scheme (“SAYE”), and the Just Retirement Group plc Share Incentive Plan. Details of these plans are set out on pages 124 to 127. Exercises of share options under the LTIP and DSBP are satisfied by using new issue shares or market purchased shares held in the employee benefit trust (“EBT”). The trustee does not register votes in respect of these shares and has waived the right to receive any dividends. Shares relating to options granted under the LTIP and SAYE are intended to be satisfied by new issue shares. During the 12 months to 31 December 2020, 3,046,892 ordinary shares of 10 pence each were issued to employees and the EBT in satisfaction of the exercise of share options under the terms of these employee share plans (2019: nil). Major shareholders The Company had been notified in accordance with DTR 5 of the Disclosure and Transparency Rules of the following interests of 3% or more of its issued ordinary share capital. The information below was correct at the date of notification.
into great opportunities to successfully engage and develop colleagues in ways that we would not have envisaged 12 months previously. We have also taken important steps in the critical areas of building a modern workplace so that we have an environment in which our people can thrive now and in the future. Performance-related pay rewards colleagues for the achievement of strategic business objectives and upholding our cultural, conduct and behavioural expectations. In addition, alignment with shareholder interest is provided through the use of employee share plans for all employees. Further information regarding employee engagement and how the Directors have engaged with employees, including the impact on decision making, is included in the Strategic Report. Employee diversity We have increased gender diversity at senior levels (global grade 14+, which includes approximately 10% of the most senior employees) by five percentage points from 19% to 24%. We are on track to achieve the “33 by 23” target in line with our pledge as a signatory to the Women in Finance Charter that 33% of our senior leaders will be female by 2023.
Female %
Male %
Female
Male
Total
Group Executive Committee members Senior management 1 (global grade 14-16) All other employees (global grade 1-13)
1
7
8 12.50 87.50
Ordinary shareholdings at 31 December 2020
Ordinary shareholdings at 15 March 2021 1
% of capital
% of capital
Shareholder
27
84 111 24.32 75.68
Standard Life Aberdeen plc Fidelity International
84,646,819 8.15 84,646,819 8.15
449 470 919 48.86 51.14 477 561 1,038 49.95 54.05
Grand total
57,253,643 5.51 57,253,643 5.51
Credit Suisse Group AG
1 Of these 111 senior managers, 42 directly report to members of the Group Executive Committee, and of these, 8 (19%) are women.
50,103,223 4.84 40,054,845 3.85 39,399,214 3.81 39,399,214 3.81
Norges Bank
Further information on employee communications, development and diversity is given on page 40.
1 Being the last practical date prior to publication of the Annual Report.
AUDITOR Disclosure of information to the auditor
EMPLOYEES Equal opportunities employment
Each Director of the Company at the date of approval of this Directors’ Report has confirmed that, so far as the Director is aware, there is no relevant audit information of which the Company’s external auditor is unaware. Each Director has taken all the steps that he or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company’s external auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the PwC has expressed its willingness to continue in office as the external auditor. A resolution to reappoint PwC will be proposed at the forthcoming AGM. An assessment of the effectiveness and recommendation for reappointing PwC in the Audit Committee report can be found on page 74. ENVIRONMENT AND EMISSIONS Information on the Group’s greenhouse gas emissions is set out in the Environment report on pages 38 to 39. Companies Act 2006. Auditor appointment There are a number of agreements that take effect, alter or terminate upon a change of control of the Company, such as commercial contracts, bank loan agreements, property lease arrangements and employee share plans. In the context of the Group as a whole, none of these are deemed to be significant in terms of their potential impact. All the reinsurance treaties previously disclosed, which could have been terminated by the Company on a change of control, have been recaptured. OTHER DISCLOSURES Change of control provisions
Just Group plc is an equal opportunities employer and has policies in place to ensure decisions on recruitment, development, training and promotion, and other employment-related issues are made solely on the grounds of individual ability, achievement, expertise and conduct. These principles are operated on a non-discriminatory basis, without regard to race, colour, nationality, culture, ethnic origin, religion, belief, gender, sexual orientation, age, disability or any other reason not related to job performance or prohibited by applicable law. If an employee were to become disabled during their employment with the Group, support for continued employment would be provided and workplace adjustments made as appropriate in respect of their duties and working environment. Employee engagement and communication We want all colleagues to feel proud to work at Just and communication and engagement is critical to our success. We have a well-defined communication and engagement programme in place so that all employees understand our organisation’s goals and how we need to work together to achieve them. This includes regular emails to all employees, news items on our intranet, videos, “town hall” business updates and focus group sessions. We consistently monitor the engagement of our colleagues and their views on things that are important to them, including their views on the leadership team, their wellbeing and opportunities for personal growth. This is achieved through the formal methods of an annual survey and quarterly pulse checks, as well as informal approaches which include gathering feedback via word of mouth. During 2020, and in light of the majority of our colleagues working remotely, we increased our engagement focus on supporting the wellbeing of our employees and enabling them to be there for our customers. Our approach was to take people challenges and turn them
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