Just group PLC | Annual Report and accounts 2022
NOMINATION AND GOVERNANCE COMMITTEE REPORT continued
experience which continues to be valuable in supporting the complex issues that can arise from the external regulatory environment. As the Group’s strategy has evolved towards a greater focus on profitable and sustainable growth, the Committee recognises the importance of having relevant skills, experience and capabilities within the Board to support Just in achieving its strategic objectives and priorities. The Committee has also added new metrics to the Board skills matrix relating to sustainability and climate change to ensure this is a consideration as part of future succession planning reviews. A tailored induction programme was provided for Mary Phibbs in early 2023. To ensure that the Directors maintain relevant skills and knowledge of the Group, the training needs of the Directors are reviewed regularly. A comprehensive training programme is in place as covered in more detail in the Governance in operation report. The Committee was very active in its consideration of Non-Executive Director succession in 2022 and there has been good progress in refreshing the Board with the recent appointments of Mary Kerrigan and Mary Phibbs as Non-Executive Directors and the retirement of longer serving Non- Executive Directors. Senior Management succession The Committee regularly reviews succession plans for the Group Executive Committee and Group Company Secretary to ensure they are orderly and aligned with Just’s strategic objectives. As part of the review during the year, the Committee identified immediate emergency successors for critical roles to mitigate risk events and candidates with a longer-term development trajectory. The Committee remained satisfied that the plans were comprehensive and robust. There were several changes to the Senior Leadership team in 2022 including the appointments of Pretty Sagoo as Managing Director of Defined Benefit Solutions and Ellie Evans as the Group’s Chief People Officer. SUCCESSION PLANNING Board succession DIVERSITY AND INCLUSION The Board’s diversity and inclusion strategy reinforces our pledge to build a culture at Just that has diversity and inclusion at its core. It outlines our commitment to hiring and developing diverse talent at all levels of the organisation. The Board’s diversity policy, which includes references to its commitment to improve both the gender and ethnic diversity of the Board
After taking into consideration the above factors as part of its review, the Committee was satisfied that the refreshing of the Board was progressing well and that it will meet its diversity and inclusion targets in 2023. Board changes Mary Kerrigan was appointed as a Non-Executive Director on 1 February 2022. Longer serving Non-Executive Directors Clare Spottiswoode, who joined the Board in 2013 and Steve Melcher who was appointed in 2015, retired as Directors on 10 May 2022 and 31 December 2022 respectively. Mary Phibbs was appointed as a Non-Executive Director on 5 January 2023. External search firm, Teneo, which has no other connection to the Company or any Director, was engaged to support the recruitment. Further details of our recruitment process can be found later in the report. Paul Bishop and Ian Cormack have informed the Board of their intention not to seek re-election at the 2023 AGM and therefore will retire as Directors on 9 May 2023. Board Committee changes Following the retirement of Steve Melcher, Mary Phibbs was appointed to the Group, JRL and PLACL Audit Committees, Group Risk and Compliance Committee and Remuneration Committee on 5 January 2023. With effect from 9 May 2023, when Paul Bishop and Ian Cormack retire, Mary Phibbs will take over the role of Chair of the Group, JRL and PLACL Audit Committees subject to regulatory approval and Mary Kerrigan will be appointed as a member of the respective Audit Committees. Mary Phibbs will also be appointed as a member of the Nomination and Governance Committee and Market Disclosure Committee, and Michelle Cracknell will take over as Chair of the Remuneration Committee subject to regulatory approval. Director designated responsibilities Following the introduction of the new FCA Consumer Duty requirements, Michelle Cracknell has accepted the role of acting as the Just Group Consumer Duty Champion. Following the retirement of Steve Melcher, Mary Kerrigan is now the Non-Executive Lead on Sustainability and Michelle Cracknell is now the sole Non-Executive Director responsible for employee engagement. Non-Executive Director recruitment process Over the last few years, as some Non-Executive Directors have approached their nine year tenure, the Committee has recruited new Non-Executive Directors for the Company and the regulated life companies’ Boards. In each case, a detailed description for the role is prepared, having considered the particular skills, experience and background required. As part of Board recruitment searches, an assessment of the balance of knowledge and expertise needed to ensure the continued effective leadership of the Group, and the development and oversight of strategy, purpose and culture, is taken into consideration. In all of the recent searches for Non-Executive Directors, external search firms with no other connection to the Company or any Director, have been used to identify candidates. In identifying and recommending candidates for appointment to the Board, the Committee considers candidates from a wide range of backgrounds, assessing them on merit against objective criteria and with due regard for the benefits of diversity on the Board. Once a shortlist has been prepared, interviews are held involving both Non-Executive and Executive Directors. As part of the process the candidates’ other time commitments are reviewed to ensure that they have sufficient time to dedicate to the Group. Following completion of the process and subject to satisfactory reference checks, a recommendation is made to the Board. BOARD SKILLS, KNOWLEDGE AND EXPERIENCE During the year, the Committee reviewed the Board skills matrix and capability gaps that had been identified and agreed on the areas of experience which would be beneficial to the composition and balance of the Board. The Board comprises individuals with significant financial services and actuarial
BOARD TENURE 1
0–1 years 1 1–3 years 5 3–5 years 0
5–7 years 0 7+ years 3
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