Just group PLC | Annual Report and accounts 2022
DIRECTORS’ REPORT continued
The Viability Statement as required by the Code, has been undertaken for a period of five years to align with the Group’s business planning. It is contained within the Strategic report and can be found on page 61. THE BOARD Directors The Directors who served during the year and up to the date of this report are set out below. • John Hastings-Bass, Chair • Paul Bishop • Ian Cormack • Michelle Cracknell • Mary Kerrigan • Andrew Stephen Melcher (known as Steve Melcher) (retired on 31 December 2022) The biographies of the Directors in office as at the date of this report can be found in the Governance section of the Annual Report. The rules governing the appointment and retirement of Directors are set out in the Company’s Articles of Association and all appointments are made in accordance with the Code. All current Directors will retire and stand for election or re-election at the 2023 Annual General Meeting (“AGM”) with the exception of Paul Bishop and Ian Cormack who have informed the Board of their intention to retire as Directors at the conclusion of the 2023 AGM on 9 May 2023. Directors’ Powers The Board is responsible for the management of the business of the Company and may exercise all powers of the Company subject to the provisions of the Company’s Articles of Association and relevant legislation. Directors’ insurance and indemnities The Directors and Officers of the Company benefit from an indemnity provision in the Company’s Articles of Association against any liability they may incur in relation to the Company’s affairs, subject to the provisions of the Companies Act 2006 as amended. Each Director of the Company benefits from a deed of indemnity in respect of the costs of defending claims against him or her and third party liabilities (the terms of which are in accordance with the Companies Act 2006 as amended). Such qualifying third party indemnity provision remains in force at the date of this report. Directors’ and Officers’ liability insurance cover was maintained throughout the year at the Company’s expense and remains in force at the date of this report. Directors’ interests The interests of Directors and their connected persons in the ordinary shares of the Company as disclosed in accordance with the Listing Rules of the • Andrew Parsons (known as Andy Parsons) • Mary Phibbs (appointed on 5 January 2023) • David Richardson • Kalpana Shah • Clare Spottiswoode (retired on 10 May 2022) Financial Conduct Authority (the “Listing Rules”) are as set out in the Directors’ Remuneration report and details of the Directors’ long-term incentive awards are also set out on page 108. Conflicts of interest The Board has established procedures for the management of potential or actual conflicts of interest of the Directors in accordance with the Companies Act 2006 and the Company’s Articles of Association. All Directors are responsible for notifying the Group Company Secretary and declaring at each Board meeting any new actual or potential conflicts of interest. The Directors are also responsible for declaring any existing conflicts of interest which are relevant to transactions to be discussed at each Board meeting. None of the Directors had a material interest in any significant contract with the Company or with any Group undertaking during the year.
SHAREHOLDERS Annual General Meeting
The Company’s AGM in respect of the 2022 financial year will be held at 10.00 am on Tuesday 9 May 2023 at 1 Angel Lane, London EC4R 3AB. More information about the 2023 AGM can be found in the Notice of Meeting which will be made available to shareholders separately. Results and dividends The financial statements set out the results of the Group for the year ended 31 December 2022 and are shown on pages 129 to 133. The Board is recommending a final dividend for the year ended 31 December 2022 of 1.23 pence per ordinary share (2021: 1.0 pence). Subject to approval by shareholders at the Company’s 2023 AGM, the Company will pay the final dividend on 17 May 2023 to shareholders on the register of members at the close of business on 14 April 2023. The final dividend resolution provides that the Board may cancel the dividend and, therefore, payment of the dividend at any time before payment, if it considers it necessary to do so for regulatory capital purposes. You can find detailed explanations about this in the Notice of Meeting for the 2023 AGM. As at 31 December 2022, the Company had an issued share capital of 1,038,702,932 ordinary shares of 10 pence each, all fully paid up and listed on the premium section of the London Stock Exchange. No shares are held in treasury. The holders of the ordinary shares are entitled to receive notice of, attend and speak at general meetings including the AGM, to appoint proxies and to exercise voting rights. The shares are not redeemable. SHARE CAPITAL Ordinary share capital
The share price on 31 December 2022 was 81.60 pence.
Further information relating to the Company’s issued share capital can be found in note 21. Restricted Tier 1 bonds The Company has £325m of Restricted Tier 1 bonds (“Bonds”) in issue. The Bonds are convertible into equity in certain circumstances. The circumstances in which the Bonds may convert into ordinary shares would be limited to a “trigger event”. A trigger event may only occur if the Board determines in consultation with the Prudential Regulation Authority that it has ceased to comply with its capital requirements under Solvency II in a significant way. This may occur if the amount of capital held by the Group fails to comply with its capital requirements for a continuous period of three months or more or if the Group fails to comply with other minimum capital requirements applicable to it. Only if a trigger event occurs would any Bonds convert into ordinary shares. The holders of the Bonds do not have the right or option to require conversion of the Bonds. On a change of control, the Bonds may also be convertible into equity in an entity other than the Company where the acquiror is an approved entity (being an entity which has in issue ordinary share capital which is listed or admitted to trading on a regulated market) and the new conversion condition (as set out therein) is satisfied. Otherwise the Bonds may be written-down to zero. Share capital authorities The Company’s Articles of Association specify that, subject to the authorisation of an appropriate resolution passed at a general meeting of the Company, Directors can allot relevant securities under Section 551 of the Companies Act up to the aggregate nominal amount specified by the relevant resolution. In addition, the Articles of Association state that the Directors can seek authority from shareholders at a general meeting of the Company to allot equity securities for cash, without first being required to
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