Just group PLC | Annual Report and accounts 2022
DIRECTORS’ REMUNERATION REPORT continued
Chairman’s concluding comments I hope you will agree that we have struck an appropriate balance between retaining and motivating both the Executive Directors and, indeed, the wider workforce and aligning their interests with those of our shareholders and other stakeholders. I continue to make myself available to discuss these arrangements with key stakeholders and welcome feedback. I hope that you will support the resolutions at the AGM on each of the policy, the annual report on remuneration and various resolutions renewing the share plans which have now reached the end of their 10 year life. DIRECTORS’ REMUNERATION POLICY The Directors’ Remuneration Policy sets out the Group’s remuneration policy for its Executive and Non-Executive Directors. The Policy has been developed taking into account the principles of the UK Corporate Governance Code, guidelines from major investors and guidance from the UK regulators, the Prudential Regulation Authority (“PRA”) and the Financial Conduct Authority (“FCA”), on best practice. The Committee has regard to market data and to internal relativities when considering the appropriateness of pay levels for its Executive Directors and members of the Committee bring their own experience and knowledge in considering any proposals.
These will continue to be subject to moderation by plus or minus 7.5% of opportunity according to performance against each of the following non-financial measures: • Customer (customer experience) • People (engagement, belonging and gender diversity) The existing Policy was approved by shareholders at the 2020 AGM and following three years of its use we are required to submit a new Policy for shareholder approval at the 2023 AGM. The 2020 Policy took account of the various developments in best practice guidelines including the 2018 UK Corporate Governance Code. While the business itself continues to evolve, the 2020 policy includes sufficient flexibility to cater for these developments and the Company adjusted the LTIP grant levels last year and added ESG factors to the reward mix. Both of these were permitted under the 2020 policy. While the choice of measures will continue to evolve to reflect business priorities (including those outlined in the previous section of this statement), no changes to the policy are proposed for the 2023 policy.
Accordingly, no material changes to the policy are proposed.
COMPONENTS OF REMUNERATION Executive Directors
Element
Purpose and link to strategy
Operation (including framework used to assess performance)
Opportunity
Provides a competitive and appropriate level of basic fixed pay to help recruit and retain Directors of a sufficiently high calibre. Reflects an individual’s experience, performance and responsibilities within the Group.
Set at a level which provides a fair reward for the role and which is competitive amongst relevant peers. Normally reviewed annually with any changes taking effect from 1 April. Set taking into consideration individual and Group performance, the responsibilities and accountabilities of each role, the experience of each individual, his or her marketability and the Group’s key dependencies on the individual. Reference is also made to salary levels amongst relevant insurance peers and other companies of equivalent size and complexity. The Committee considers the impact of any basic salary increase on the total remuneration package. Each Executive Director currently receives an annual benefits allowance in lieu of a company car, private medical insurance and other benefits. In addition, each Executive Director receives life assurance and permanent health insurance. The benefits provided may be subject to minor amendment from time to time by the Committee within this Policy. Travel and/or relocation benefits (and any tax thereon) may normally be paid up to a period of 12 months following the recruitment of a new Executive Director. The Group operates a money purchase pension scheme into which it contributes, having regard to government limits on both annual amounts and lifetime allowances. Where the annual or lifetime allowances are exceeded, or in certain other circumstances, the Group will pay cash in lieu of a Company contribution.
In normal circumstances, base salaries for Executive Directors will not increase by more than the average increase for the broader employee population. More significant increases may be awarded from time to time to recognise, for example, development in role or a change in position or responsibilities.
BASE SALARY
Provides competitive, appropriate and cost- effective benefits.
The benefits allowance is subject to an annual cap of £20,000, although this may be subject to minor amendment to reflect changes in market rates. The cost of the other insurance benefits varies from year to year and there is no prescribed maximum limit. However, the Committee monitors annually the overall cost of the benefits provided to ensure that it remains appropriate. The cost of any travel and relocation benefits will vary based on the particular circumstances of the recruitment. The maximum Company contribution (or cash in lieu) is 10% of base salary. This is aligned to the contribution available to the majority of the workforce. This limit may change to reflect any changes in the contributions available to the majority of the workforce.
BENEFITS
Provides for retirement planning, in line with the provisions available to the broader employee population.
PENSION
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