STRATEGIC REPORT
FINANCIAL STATEMENTS
Governance
Stakeholder engagement The Board engages with its stakeholders and shareholders in a variety of ways. The Relationships with stakeholders and Section 172 reports set out how the Board engages with and encourages participation from its key stakeholders and the effect the engagement has had on the principal decisions taken by the Board during the year. The Colleagues and culture report outlines more information on our culture and our approach to colleague engagement. During 2022, the “Take on Board” sessions enabled Directors of the Board to speak to colleagues directly on specific key topics that focused on encouraging employee engagement. Further information on the Board engagement activities with colleagues is included in the Section 172 report. During the year, the lead Non-Executive Directors responsible for workforce engagement kept abreast of colleagues, culture and wellbeing matters through engagement with senior leadership and colleagues from various business areas. Shareholder engagement The Group maintained an open dialogue with its major institutional shareholders and debt investors during 2022 through a programme of meetings undertaken by the Group Chief Executive Officer, Group Chief Financial Officer and the Investor Relations team. The Chair also engaged with shareholders during the year. Activity was through hybrid means leading to greater efficiency of Director time and increased accessibility to capital providers. Equity-led roadshows were held in March and August/September 2022, and management attended multiple investor conferences throughout the year, where they met both debt and equity investors. Management also provided broker and non-broker salesforce briefings, and throughout the year, hosted ad hoc groups including a “Simplifying Just” series, roundtable events and one-to-one meetings with existing and prospective shareholders. To demonstrate the management depth at Just, our investment and Defined Benefit business leaders hosted seminars for analysts and investors in June and November respectively, which provided further insight into how we run our business on a day to day basis, and the multiple opportunities available to us. There was regular engagement with shareholders during 2022 as the Group discussed a number of important issues including taking advantage of the growth opportunities available, the investment strategy in particular illiquid asset origination, capital management and allocation, the new insurance accounting standard, IFRS 17, and its impact on the Group, and the regulatory environment prior to and following the Solvency II reforms announced by the Chancellor in the November statement. Other topics included people, customers, culture and responsible investing. The Investor Relations team provides the Executive Directors with regular analysis of shareholder movements, market and peer activity, in addition to updates on share price performance. Analysts’ and brokers’ reports are made available to all Directors and the Board receives detailed feedback from our corporate brokers following the results roadshow. The ordinary shares are covered by nine analysts. The Investor Relations team also maintains an open dialogue with non-covering analysts, banks, brokers, credit analysts and other market participants. Fitch continues to maintain their A/A+ credit ratings for members of the Group, and reaffirmed a Stable outlook in November 2022. During 2022, Just Group plc’s shares decreased by 2% to 81.6 pence, compared with the FTSE 350 life insurance index which decreased by 5%. The Senior Independent Director is available for consultation with shareholders if they have concerns which are inappropriate to raise with the Chair, Group Chief Executive Officer or other Executive Directors. Our 2022 Annual General Meeting (“AGM”) was held on 10 May 2022 in our Reigate office. Shareholders were given the opportunity to raise questions in person at the AGM or via email in advance of the meeting. All resolutions were passed with at least 95% of those voting supporting the resolutions.
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE IN 2022 UK Corporate Governance Code 2018 Statement The Board has considered and concluded that the Company has been fully compliant with the principles and provisions set out in the Code. The Board considers that it has complied with the provisions of the Code during the year and up to the date of the Directors’ report as covered in more detail in the sections below. Board leadership and Company purpose • Role of the Board • Purpose, strategy, culture and values • Conflicts of interest
• Stakeholder engagement • Shareholder engagement
• Board activities • Whistleblowing Division of responsibilities • Board balance and independence • Division of responsibilities of the Board • Meeting attendance • Board support • Director appointment terms • Commitment Composition, succession and evaluation • Board composition and succession planning • Induction, training and development • Diversity and inclusion • Board and Board Committee effectiveness review • Nomination and Governance Committee report Audit, risk and internal control • Preparation of the Annual Report and Accounts • Assessing emerging and principal risks • Risk management and internal control systems • Group Audit Committee report • Group Risk and Compliance Committee report Remuneration • Directors’ Remuneration report
BOARD LEADERSHIP AND COMPANY PURPOSE Role of the Board
The Board is responsible for the overall leadership of the Company and establishing the Group’s purpose, values, standards and strategy. The Board promotes the long-term sustainable success of the Company, generating value for customers, shareholders, other stakeholders and wider society. The matters reserved for the Board are documented and approved by the Board. In 2022, there was a detailed review of the matters reserved for the Board to ensure they continued to be in line with best practice. Each Board Committee has terms of reference which are approved by the Board annually. The matters reserved for the Board and the main Board Committees’ terms of reference can be found at www.justgroupplc.co.uk . Purpose, strategy, culture and values The Board considered the longer term strategy of the Group and its associated strategic goals and objectives at its annual strategy day during the year. It also receives regular updates on the execution of the Group strategy from the Group Chief Executive Officer. The Board monitors culture and seeks to ensure that business practices and behaviours are aligned with the Group’s purpose, strategy, culture and values. During the year, it considered the results of the employee engagement survey and the associated action plan to follow up on the feedback received. An overview of the Group’s strategic priorities and business model which the Board is responsible for setting is included in the Strategic report. Conflicts of interest A policy and process is in place to address possible conflicts of interest of Directors. Any relevant conflicts and potential conflicts with the interests of the Company that arise must be disclosed at the subsequent Board meeting for consideration and, if appropriate, authorisation sought by Board members in accordance with the Company’s Articles of Association.
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