STRATEGIC REPORT
FINANCIAL STATEMENTS
Governance
As part of the annual evaluation process, all Non-Executive Directors were assessed as being independent and able to provide an effective contribution to the Board. More information about the Board evaluation can be found in the Governance in operation report. SUSTAINABILITY The Board has set a clear strategy in respect of sustainability for the Group and the Group Chief Executive Officer is accountable for executing the strategy to achieve those targets. During the year, the Board considered its oversight of the sustainability strategy and whether it would be appropriate to establish a separate Board Sustainability Committee. As sustainability is an integral part of our strategy and underpins the way in which the Group operates and makes decisions, it was concluded that the preferred approach was to enhance reporting to the Board and allocate additional time on the agenda each quarter to engage on sustainability matters. Further information on this decision can be found in the Section 172 report. An overview of our approach towards sustainability and climate change governance can be found in the Sustainability strategy: TCFD disclosure framework report. DIVERSITY AND INCLUSION The Board has adopted a diversity policy and remains committed to maintaining an appropriate balance of male and female Directors, and to ensure minority ethnic representation on the Board in line with the recommendations from the Hampton-Alexander and Parker Reviews, and the new Listing Rule requirements. You can read more about our work in relation to Board diversity and inclusion in the Nomination and Governance Committee report. I am pleased to report that as at the date of this report, the Group meets the new Listing Rule requirement that a minimum of 40% of the Board are female and that at least one member of the Board is from a minority ethnic background. Following the 2023 AGM when Paul Bishop and Ian Cormack retire from the Board, 57% of the Board will be women. The Listing Rule target that at least one of the senior Board positions (Chair, Senior Independent Director, Group Chief Executive Officer or Group Chief Financial Officer) is a woman will also be met following the appointment of Mary Phibbs as Senior Independent Director on 9 May 2023. The Board recognises the importance of evolving the diversity of the Board in all respects to reflect our wider society and to bring fresh perspectives and experience to help deliver Just’s strategic objectives. This will remain a key priority for the Board over the coming years. AUDIT The introduction of accounting standard IFRS 17 represents significant changes to insurance accounting and our Group Audit Committee has been highly engaged in overseeing the implementation of this standard. The Group Audit Committee has received regular updates and held in depth sessions to ensure that they have the necessary information and insight to oversee this important change. More information on the adoption of IFRS 17 can be found in the Group Audit Committee report.
REMUNERATION The Board has delegated to the Remuneration Committee responsibility for the remuneration arrangements for the Chair, Executive Directors and senior management. The Remuneration Committee also reviews workforce remuneration and related policies and the alignment of incentives and rewards with the Group’s culture. The Directors’ Remuneration Policy was last approved at the 2020 AGM and the current policy has remained in place for three years. In accordance with legislation, we will submit a new policy for shareholder approval at the upcoming AGM on 9 May 2023. The Chair of the Remuneration Committee has consulted our major shareholders on our proposed renewal of the Directors’ Remuneration Policy who expressed broad consent with the proposed Policy. Further details on the proposed changes to the Directors’ Remuneration Policy and the work of the Remuneration Committee can be found in the Directors’ Remuneration report. ANNUAL GENERAL MEETING I am pleased to confirm that the 2023 AGM will be held at 10.00 am on 9 May 2023 at 1 Angel Lane, London EC4R 3AB. On behalf of the Board, I would like to thank shareholders for their continued engagement and support. I would also like to thank our colleagues for their continued commitment and dedication to Just and our purpose. The Board and I look forward to engaging with our stakeholders in the year ahead.
JOHN HASTINGS-BASS Chair 6 March 2023
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