Just Annual Report and Accounts 2022

Just group PLC | Annual Report and accounts 2022

GOVERNANCE IN OPERATION continued

The Board is comprised of more than half (excluding the Chair) Non-Executive Directors, all of whom are independent in the manner required by the Code. Division of roles and responsibilities The Board believes that documented roles and responsibilities for Directors including a clear division of key responsibilities between the Chair and the Group Chief Executive Officer, are essential elements in the Group’s governance framework and facilitate the effective operation of the Board. The following table provides an overview of key Executive and Non-Executive accountabilities, which support the integrity of the Board’s operations.

DIVISION OF RESPONSIBILITIES Board balance and independence

As at the date of this report there are nine members of the Board: the Chair (independent on appointment), two Executive and six Non-Executive Directors (all of whom are considered independent). Ian Cormack is the Senior Independent Director. The Board considers that the current mix of Executive and Non-Executive Directors is appropriate, preventing the Board from being too large and ensuring that the Board remains predominantly independent. The Code recommends that at least half the Board, excluding the Chair, should comprise Non-Executive Directors determined by the Board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, their judgement.

DEFINING BOARD RESPONSIBILITIES

Chair Responsible for the effective leadership and governance of the Board but takes no part in the day-to-day running of the business. Key responsibilities include: • leading the Board effectively to ensure it is primarily focused on strategy, performance, long-term value creation and accountability in line with the Group’s purpose, values and culture; • ensuring the Board determines the significant risks the Group is willing to embrace in the implementation of its strategy; • leading the succession planning process (with the exception of his own succession) and chairing the Nomination and Governance Committee; • encouraging all Directors to contribute fully to Board discussions and decision making, and ensuring that there is constructive challenge on major proposals; • fostering relationships within the Board and providing a sounding board for the Group Chief Executive Officer on important business issues; • identifying development needs for the Board and individual Directors; • leading the process for evaluating the performance of the Board, its Committees and individual Directors; and • ensuring effective communication with major shareholders, regulators, and other stakeholders. • serves as an intermediary for the other Directors when necessary; • serves as an alternative channel of communication for shareholders and other stakeholders; and • meets annually with the Non-Executive Directors without the Chair being present to appraise the Chair’s performance, and address any other matters which the Directors might wish to raise. Conveys the outcome of their discussions to the Chair. Independent Non-Executive Directors • provide constructive challenge and scrutiny of the performance of management; • bring an external perspective, knowledge and experience to the Board; • assist in the development of strategy and the decision-making process; Senior Independent Director • provides a sounding board for the Chair; • promote the highest standards of integrity and governance; and • meet at least twice per year without the Executive Directors being present.

Group Chief Executive Officer Responsible for leadership of the Group’s business and managing it within the authorities delegated by the Board. Key responsibilities include: • proposing and developing the Group’s strategy and significant commercial initiatives; • leading the executive team in the day-to-day running of the Group; • ensuring the Group’s operations are in accordance with the business plan approved by the Board, including the Board’s overall risk appetite, the policies established by the Board, and applicable laws and regulations; • representing the Group’s interests to external parties; • maintaining dialogue with the Chair on important business and strategy issues; • recommending budgets and forecasts for Board approval; • providing recommendations to the Remuneration Committee on remuneration strategy for Executive Directors and other senior management; • leading the communication programme with shareholders and ensuring the appropriate and timely disclosure of information to the stock market; and • leading and ensuring effective engagement with regulators. Group Chief Financial Officer • deputising for the Group Chief Executive Officer; • proposing policy and action to support sound financial management; • leading the Finance function; and • engaging with shareholders and other key stakeholders. Company Secretary • compliance with Board procedures and supporting the Chair; • ensuring the Board receives high quality information in adequate time and has appropriate resources; • advising the Board on corporate governance developments; • considers Board effectiveness in conjunction with the Chair; • facilitating Directors’ induction programmes and assisting with professional development; • providing advice, services and support to all Directors; and • organising the Annual General Meeting.

Designated Non-Executive Director Responsibilities Consumer Duty Champion – supports the Chair and Group Chief Executive Officer in ensuring that the Consumer Duty is raised in all relevant discussions and that the Board is challenging management on how it is embedding the Duty and focusing on consumer outcomes. Employee Engagement Lead – gathers the views of colleagues through employee engagement and provides an employee voice in the Boardroom. Sustainability Lead – championing sustainability matters at Board level. Whistleblowing Champion – ensuring and overseeing the integrity, independence, and effectiveness of whistleblowing policies and procedures.