Just group PLC | Annual Report and accounts 2022
GOVERNANCE IN OPERATION continued
Board and Board Committee effectiveness review Evaluating Board effectiveness is crucial for the ongoing success of the Group, ensuring it has the structure, processes, people and performance to deliver the Group’s long term strategy. The Board undertakes a formal and rigorous review to assess how it, its Committees, the Chair and individual Directors perform each year and implement any actions required to become a more effective Board. In line with the Code, the review is facilitated externally every three years. The effectiveness review in 2022 was conducted internally, and as performed in previous years, it also covered the regulated life companies’ Boards. Questionnaires were issued to every Board member in accordance with a tailored agenda set by the Chair with the assistance of the Group Company Secretary. The questionnaires sought input on a range of matters including: composition, engagement with management, oversight of the Group’s business areas and quality of papers. In addition, the Senior Independent Director formally appraised the Chair’s performance through meetings with the Non-Executive Directors. The review concluded that the Board, its Committees and individual Directors continue to operate effectively and demonstrate high levels of skills, knowledge and experience across the Board and all Board Committees. Levels of diversity continue to improve and the appointment of new Directors as part of the Board refreshment programme has brought new perspectives to the Board in its discussions and decision making. Progress was found to have been made on the actions agreed following the 2021 review, as summarised in the table below.
COMPOSITION, SUCCESSION AND EVALUATION Board composition and succession planning
As at the date of this report, the Board comprised the Chair who was independent when appointed as Chair, two Executive Directors and six independent Non-Executive Directors, including the Senior Independent Director. Biographical details of the Directors of Just Group plc as at the date of this report can be found on pages 68 to 70. A list of Directors who have served throughout the year up to the date of this report can be found in the Directors’ report. The Nomination and Governance Committee regularly reviews Board composition when considering succession planning. In line with best practice, it includes a review of the tenure of Directors. Further information regarding succession planning is included in the Nomination and Governance Committee report. All Directors’ appointments are subject to annual re-election by shareholders and the reasons why their contribution is and continues to be important to the Company’s long-term sustainable success are set out in the explanatory notes accompanying the resolutions. The Board is satisfied that there is the right balance of skills and experience on the Board and its Committees to support the Group capture opportunities and deal with future challenges. Composition of Board Committees The main Board Committees comprise independent Non-Executive Directors of the Company. The Committee members were appointed to each Committee following review and recommendation by the Nomination and Governance Committee and approval by the Board. At each scheduled Board meeting the chairs of each Committee report on the activities of preceding Committee meetings. The Group Company Secretary supports the chairs of all the Committees and is available to provide corporate governance advice to all Directors. Induction, training and development Upon her appointment to the Board, Mary Phibbs received a tailored induction plan to gain a thorough understanding of the business, our colleagues and culture, and her role as a Non-Executive Director. Mary Kerrigan received a formal induction upon joining the JRL and PLACL Boards in November 2019. Mary Phibbs received an induction pack comprising a broad range of information including Board and Committee papers, meeting minutes and information on operational and financial performance, risk management and internal controls frameworks, and key policies to provide an overview of the business. Introductory meetings were held with each member of the Board and Executive team, the Group Company Secretary and key senior managers across the Group. For the Board Committees that Mary has been appointed to, additional time was spent with the Committee Chair and relevant senior managers covering key issues relevant to those Committees. As part of the annual Board effectiveness review, the Chair discusses with each of the Directors their training and development needs which are reflected in their development plans. On an ongoing basis the Company will arrange for the Directors to develop and update their skills, knowledge and familiarity with the Company in the areas mutually identified. Diversity and inclusion The Board remains committed to improving diversity in its membership. While new appointments will be based on skill, experience and knowledge, careful consideration will also be given to diversity in line with the Board diversity policy. The Board continues to satisfy the diversity targets as set by the Hampton-Alexander and Parker reviews. In accordance with the Code requirements, the Board believes that it has the appropriate balance of skills, capabilities, expertise, diversity, independence and knowledge to enable it and its Committees to discharge their duties and responsibilities effectively.
Focus areas from the 2021 review
Action taken during 2022
Board succession
Board succession was considered throughout the year by the Nomination and Governance Committee, aided by a clear succession plan which was updated as the year progressed, and a capabilities matrix on the Non-Executive Directors focusing on their functional expertise and sectoral experience. As discussed in greater detail in the Nomination and Governance Committee report, clear progress has been made on the refreshment of the Board with further changes planned for later this year. The Board received a much greater level of visibility on both strategic initiatives and new business opportunities throughout the year. Quarterly deep dive Board sessions were held focusing on each of the key business areas including Defined Benefit and Investments. At the Board’s annual strategy day in October 2022, focus was given entirely on the Group’s strategic direction and the initiatives in progress, covering areas such as sustainability, transformation and market opportunities. Outcomes from the day formed part of the quarterly strategy execution reports brought to the Board with updates on the progress being made across the business. Executive succession planning is considered throughout the year by the Nomination and Governance Committee, supported by discussions held at the Group Executive Committee. Quarterly reports on the activities of the Nomination and Governance Committee are given by the Chair to the Board, focusing on areas including executive succession. There has been continued investment in leadership and development of both the executive and senior leadership team, with a number of mentoring programmes in place across the business. Further details on talent development can be found in the Colleagues and culture report.
Maintaining the focus on strategy, development and identifying new business opportunities
Increasing Board visibility of the talent pipeline and strengthening executive succession planning
80
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