Just Annual Report and Accounts 2022

Just group PLC | Annual Report and accounts 2022

GOVERNANCE IN OPERATION continued

Group Risk and Compliance Committee The Board has delegated responsibility for the oversight of the Group’s risk management, including oversight of risk appetite and the risk management framework, to the Group Risk and Compliance Committee. The Committee is also responsible for the oversight of compliance and regulatory matters. Information regarding the management of risk can be found in the Group Risk and Compliance Committee’s report. For information on the composition of the Group Risk and Compliance Committee, its responsibilities and its activities during the year, please see the Group Risk and Compliance Committee report. REMUNERATION The Board has delegated oversight of remuneration policy and practices to the Remuneration Committee. The way in which the principles have been applied during the year and the information required as set out in provision 41 of the Code, including a description of how executive pay policy was determined in accordance with provision 40 of the Code, are included in the Directors’ Remuneration report. SUBSIDIARIES’ GOVERNANCE The effective governance of the wholly owned subsidiaries of the Group (the “subsidiaries”) is of utmost importance to the Board to ensure its strategy, purpose, values and culture flows across all its business areas. Given the prominence of the regulated life companies (“life companies”) in the Group’s business model, the Board holds its meetings on a nested basis with the Boards of those companies. It also receives reports from its other regulated entities, as appropriate, on their activities and any material issues or concerns. The Group Chief Executive Officer reports on the performance and key developments of the Group as a whole. The Group Board Committees oversee matters within their remit to the extent relevant and necessary for the subsidiaries. During 2022, this included the consideration and recommendation of changes to the composition of the Boards of various regulated companies by the Nomination and Governance Committee. With the exception of Just Retirement Limited (“JRL”) and Partnership Life Assurance Company Limited (“PLACL”) who have established separate audit committees and investment committees as outlined below, the regulated companies have not established any separate Board Committees as it is more effective to manage any specific matters on a Group-wide basis. The following provides an overview of the governance arrangements for our UK regulated entities. Regulated life companies JRL and PLACL are the Group’s life companies. JRL is the principal operating company in the Group and, therefore, its activities also have a strategic and material impact on the consolidated Group performance. The principal activities of the life companies are the manufacture of Retirement Income products. Boards Operating the life companies’ Boards on a nested basis with the Board ensures the Group’s strategy and governance are aligned and implemented effectively. To ensure their independence in mindset and decision-making, the JRL and PLACL Boards have two independent Non-Executive Directors who are not Directors of Just Group plc, one of whom chairs the life companies’ Boards. There is a separate section on the nested meeting agendas on JRL and PLACL specific matters to ensure time is allocated for each Board to consider matters specific to each respective company.

The matters reserved for the JRL and PLACL Boards have been documented and approved by each Board. During 2022, there was a detailed review and update to ensure the matters reserved for the JRL and PLACL Boards continued to be in line with best practice and aligned with the matters reserved for the Board, where appropriate. Board committees Audit The Boards of JRL and PLACL have established independent subsidiary audit committees to ensure effective oversight and to comply with relevant regulatory requirements. The JRL and PLACL Audit Committees are mainly held on a nested basis, together with the Group Audit Committee. The Committees consider topics of mutual interest at the same time, but from each Committee’s perspective. Time is also set aside for each Committee to consider matters relevant to its respective company. The JRL and PLACL Audit Committees each comprise one independent Non-Executive Director who is not a Director of Just Group plc to ensure independent focus and good governance. Terms of reference, which set out the scope and responsibilities of each Committee have been reviewed and approved by the JRL and PLACL Boards. Further information on the activities of the JRL and PLACL Audit Committees is available in the Group Audit Committee report. Investment The Boards of JRL and PLACL have delegated responsibility for oversight of the investment activities within an investment management governance framework to the JRL and PLACL Investment Committees. Key responsibilities include: • recommending the investment framework, material changes to the investment strategy and any major strategic initiatives to the JRL and PLACL Boards for approval; • overseeing the alignment of investment activities and performance to the Group’s strategy, including the Group’s targets for investments to be carbon net zero by 2050 with an interim target of a reduction of 50% by 2030; • reviewing climate-related risks to the investment portfolio; • reviewing the performance of external investment managers and the effectiveness of reporting procedures; and • approving entry into investment management agreements and other documentation within the remit of their terms of reference. In addition to the scheduled quarterly meetings, the JRL and PLACL Investment Committees now also meet biannually on a nested basis with the Group Risk and Compliance Committee to consider investment risk related matters. The terms of reference, which set out the scope and responsibilities of each Committee have been reviewed and approved by the JRL and PLACL Boards. Regulated distributor HUB Financial Solutions Limited specialises in the provision of integrated financial retirement solutions and the distribution of products for the at and in-retirement market. The Board comprises three Non-Executive Directors and two Executive Directors. There were four scheduled Board meetings held during the year as well as a strategy day. The matters reserved for the Board have been documented and approved by the Board. Regulated lifetime mortgage providers The principal activity of the regulated lifetime mortgage providers, Just Retirement Money Limited and Partnership Home Loans Limited, is the origination and administration of loans secured by residential mortgages. Each Board comprises three Non-Executive Directors and two Executive Directors. Three scheduled Board meetings were held during the year and an additional meeting was held to consider the Consumer Duty implementation plan.