Just group PLC | Annual Report and accounts 2022
CHAIR’S INTRODUCTION TO GOVERNANCE
Dear shareholders and other stakeholders,
On behalf of the Board of Just Group plc (the “Board”), I am pleased to present the 2022 Corporate Governance report. This section of the Annual Report and Accounts explains how the Board seeks to ensure that we have effective corporate governance and oversight in place to help support the creation of long-term sustainable value for our shareholders and broader stakeholders. As covered in the Governance in operation report, I am pleased to advise that the Board considers that, for the year under review, it has complied with the principles and provisions of the UK Corporate Governance Code 2018 (the “Code”). STRATEGY AND PURPOSE The Board has agreed on an effective corporate governance framework, which includes the key mechanisms through which the Group sets its strategy and objectives, monitors performance and considers risk management. Just has a compelling, clear purpose, to help people achieve a better later life by providing financial advice, guidance, competitive products and services to those approaching, at, or in-retirement. Our priority is to deliver sustainable growth so that we can take advantage of the markets we operate in. We work hard to ensure our customers benefit from our services and our shareholders receive the benefit of long-term, sustainable value creation, whilst also taking into consideration the needs of our other stakeholders and the impact of our operations on the wider society and environment. BOARD APPOINTMENTS During the year, we continued to refresh the membership of the Board. Mary Kerrigan and Mary Phibbs were appointed as Non-Executive Directors of Just Group plc on 1 February 2022 and 5 January 2023 respectively. Paul Bishop and Ian Cormack will retire from the Board at the conclusion of the 2023 Annual General Meeting (“AGM”) on 9 May 2023. From 9 May 2023, Mary Phibbs will be appointed as Senior Independent Director and Chair of the Group, JRL and PLACL Audit Committees subject to regulatory approval. She will also be appointed as a member of the Nomination and Governance Committee and Market Disclosure Committee. Michelle Cracknell will take over as the Chair of the Remuneration Committee subject to regulatory approval and Mary Kerrigan will be appointed as a member of the Group, JRL and PLACL Audit Committees. The Nomination and Governance Committee considered plans for the orderly succession to both the Board and to members of the Group Executive Committee and the Group Company Secretary during the year. It also considered and recommended changes to the composition of various Board Committees and the Boards of some of our regulated subsidiary companies. BOARD EVALUATION AND EFFECTIVENESS Board evaluation is an important annual process and in 2022 we undertook an internal evaluation. In 2023, the Board evaluation will be facilitated by an external consultant. Following the previous evaluation, we have: • introduced an agenda item to each meeting to give the Directors an opportunity to provide feedback to management on the quality of the papers presented and whether the information was clear and concise; • reviewed our Board paper template and provided training to authors so that the Board receives clear and concise information in a standardised format with further information available in supplementary packs if necessary: • enhanced Board training with each Board Committee Chair being asked to consider areas where their committee needs additional training. Various training sessions have been scheduled for the year ahead; and • reviewed Board Committee membership.
I am pleased to present the Group’s Corporate Governance Report for 2022
JOHN HASTINGS-BASS Chair
Contents 1.
Chair’s introduction to governance
2. 3. 4. 5.
Board of Directors Senior leadership
Governance in operation
Nomination and Governance Committee report
6. Group Audit Committee report 7. 8. Directors’ Remuneration report 9. Directors’ report 10. Directors’ responsibilities
Group Risk and Compliance Committee report
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