Just group PLC | Annual Report and accounts 2022
DIRECTORS’ REPORT continued
Performance-based 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 colleague engagement and how the Directors have engaged with colleagues, 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 12% of the most senior employees) by three percentage points from 27% to 30%. 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 the end of 2023. Of 123 senior managers, 45 directly report to members of the Group Executive Committee and of these, 14 (31%) are female and 4 (9%) are from a Black, Asian and minority ethnic background. Board and Executive Management diversity The tables below set out the Group’s data on the gender identity or sex and ethnic diversity of the Board and Executive Management as at 31 December 2022 (the reference date) in accordance with the Listing Rules requirements. Further details on the Board’s progress to meet the new Board diversity targets can be found in the Nomination and Governance Committee report. Gender identity or sex
AUDITOR Disclosure of information to the auditor
Each Director of the Company at the date of approval of this Directors’ report has confirmed that, so far as he or she 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 Companies Act 2006. Auditor appointment 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 can be found in the Group Audit Committee report. ENVIRONMENT AND EMISSIONS In accordance with LR 9.8.6R, climate-related financial disclosures consistent with the Task Force on Climate-related Financial Disclosures (“TCFD”) recommendations and recommended disclosures are contained in the Strategic report on pages 36 to 43. Information on the Group’s greenhouse gas emissions is set out in the Sustainability and the environment report. There are various 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. Financial instruments Derivatives are used to manage the Group’s capital position which entails a surplus of long dated fixed interest assets when liabilities are measured on a realistic basis. Details of these derivatives are contained in note 28 to the financial statements. Disclosure with respect to financial risk is included in the Strategic report and in note 33 to the financial statements. Political donations No political donations were made, or political expenditure incurred, by the Company and its subsidiaries during the year (2021: nil). POST BALANCE SHEET EVENTS Details of post-balance sheet events are set out in note 38 to the financial statements. The Directors’ report has been approved by the Board and is signed on its behalf by: OTHER DISCLOSURES Change of control provisions
Number of senior positions on the Board 1
% of the Board
% of executive management
Number of Board Members
Number in executive management
Male
6 3
67 33
4 0
7 2
78 22
Female
Not specified/ prefer not to say
0
0
0
0
0
Ethnic background
Number of senior positions on the Board 1
% of the Board
% of executive management
Number of Board Members
Number in executive management
White British or other White (including minority white groups)
8
89
4
8
89
Mixed/multiple ethnic groups
0 1
0
0 0
0 1
0
Asian/Asian British Black/African/ Caribbean/Black British Not specified/ prefer not to say
11
11
0
0
0
0
0
0
0
0
0
0
SIMON WATSON Group Company Secretary 6 March 2023
1 Senior positions on the Board, as defined by the Listing Rules, comprise the Chair, Senior Independent Director, Group Chief Executive Officer and Group Chief Financial Officer.
Further information on colleagues, culture and diversity can be found in the Culture and colleagues report.
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