Just group PLC | Annual Report and accounts 2022
GOVERNANCE IN OPERATION
The Just Group plc Board (the “Board”) is committed to underpinning all of Just’s activities with the highest standards of corporate governance to fulfil our purpose of helping people achieve a better later life. This report sets out our governance framework and how we have applied the principles of the UK Corporate Governance Code 2018 (the “Code”). OUR GOVERNANCE FRAMEWORK The Board has set a governance framework as outlined below which is designed to embed strong governance and oversight processes and to ensure compliance with the Code. The governance framework covers the group of companies of which Just Group plc is the ultimate shareholder (the “Group”). An overview of the governance arrangements in place for the subsidiary companies is provided at the end of this report under the heading “Subsidiaries’ Governance”.
JUST GROUP PLC BOARD
• Purpose, values and strategy • Culture • Corporate structure and major transactions • Capital structure • Business plan and budgets • Business performance
• Financial statements and regulatory reports • Sustainability strategy • Governance and regulatory matters
• Stakeholder engagement • Shareholder communications
• Matters delegated to Board Committees • Matters delegated to Executive Directors
• Risk appetite • Group policies • Dividends
BOARD COMMITTEES
SUBSIDIARY BOARD GOVERNANCE
GROUP CHIEF EXECUTIVE OFFICER
• Day-to-day leadership of the Group • Business strategy and business plan implementation
GROUP AUDIT COMMITTEE • Financial and Solvency II reporting • Internal controls • External Audit • Group Internal Audit • Tax strategy • Whistleblowing
LIFE COMPANIES’ BOARDS – JRL AND PLACL • Strategic developments • Business plan and budgets • Business performance and financial reporting • Solvency II requirements • Governance and regulatory oversight and compliance LIFE COMPANIES’ AUDIT COMMITTEES • Financial and Solvency II reporting • Internal controls • External Audit • Group Internal Audit LIFE COMPANIES’ INVESTMENT COMMITTEES • Investment strategy and framework • Responsible investment framework • Alignment of investment activities and performance to the Group’s strategy • External investment managers’ oversight OTHER SUBSIDIARIES • Strategic developments • Business plan and budgets • Business performance and financial reporting • Governance and regulatory oversight and compliance
• Managing risk and operating effective controls • Matters delegated to Executive Committees • Matters delegated to senior executives
GROUP EXECUTIVE COMMITTEE Assists the Group Chief Executive Officer discharge their duties. Key responsibilities include: • Implementing the strategy and business plan set by the Board • Executing plans to meet sustainability commitments • Development and oversight of culture and people initiatives EXECUTIVE RISK COMMITTEE Assists the Group Chief Risk Officer discharge their duties. Key responsibilities include: • Oversight of effectiveness of the risk management and control framework and risk strategy • Oversight of principal and emerging risks including climate risk and conduct risk • Oversight of regulatory compliance matters
GROUP RISK AND COMPLIANCE COMMITTEE • Risk management and controls framework • Solvency II compliance • Compliance and conduct risk • Regulatory developments NOMINATION AND GOVERNANCE COMMITTEE • Board appointments process • Board effectiveness
• Diversity and inclusion • Succession planning • Corporate governance oversight REMUNERATION COMMITTEE • Directors’ remuneration policy • Executive Director remuneration • Employee share schemes MARKET DISCLOSURE COMMITTEE • Inside information • Regulatory announcements
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