STRATEGIC REPORT
FINANCIAL STATEMENTS
Governance
in line with the Hampton-Alexander and Parker Reviews, was reviewed during the year and updated to reflect Listing Rule 9.8.6 concerning diversity and inclusion requirements. The Committee assessed the new UK Listing Rules effective in 2023 and the associated impact on the composition of the Board. In particular, the Committee considered the requirements to ensure at least one of the Chair, Group Chief Executive Officer, Group Chief Financial Officer or Senior Independent Director is female, at least 40% of the Board are female and that at least one Director is from a minority ethnic background. As at 31 December 2022, we already met one of the three targets and I am pleased to report that, as at the date of this report, female representation on the Board is 44% and we have minority ethnic representation on the Board. Following the 2023 AGM, we will meet all of the new UK Listing Rules requirements when Mary Phibbs is appointed as the Senior Independent Director. Further information as required by Listing Rule 9.8.6 on the diversity of Group employees can be found in the Directors’ report. The Committee fully supports Just’s commitment to all aspects of diversity, including gender, race, sexuality and disability, and welcomes Just’s strong progress with respect to gender diversity since signing up to the Women in Finance Charter. EFFECTIVENESS Board and Committee effectiveness In accordance with the Code, an internal annual evaluation of the performance of the Board, Board Committees and individual Directors was undertaken in 2022. The review concluded that the Board and its Committees were performing strongly and effectively. The Group Company Secretary has devised an action plan which will be owned by the Committee to oversee progress and provide periodic updates to the Board. Further information on the evaluation process, conclusions and agreed actions can be found in the Governance in operation report. In line with the three-yearly cycle, our annual Board evaluation process will be externally facilitated in 2023. Time commitment and independence The expected time commitment of the Group Chair and Non-Executive Directors is agreed and set out in writing in their Letters of Appointment. As part of the annual review of Director effectiveness, the Committee considered each Non-Executive Director’s time commitments and whether they had sufficient time to carry out their roles. In assessing the Non-Executive Directors’ independence, the Committee noted the Code requirements, which states that serving more than nine years is one circumstance that may impair independence. The Committee considered the continued appointment of Ian Cormack noting his service on
the predecessor company, Partnership Assurance Group plc, pre-merger and concluded that he continued to meet all independence and time commitment expectations. After assessing each Non-Executive Director, the Committee concluded that they remain effective, independent and have sufficient time to fulfil their roles. The Committee provided oversight of the annual fitness and proprietary assessments of Non-Executive Directors and Senior Management of all Just Group regulated entities including associated recommendations during the year, and no concerns were identified. DIRECTOR RE-ELECTION The Committee has considered the tenure and balance of skills, knowledge and experience of the Board as well as taking into consideration changes to the UK Listing Rules. The Committee and the Board believes that the current composition of the Board is in the best interests of our stakeholders, and that the Directors continue to challenge appropriately and act independently. In addition, the newly appointed Non-Executive Directors bring a fresh perspective to Board deliberations. Consequently, with the exception of Paul Bishop and Ian Cormack, all Directors will be standing for election and re-election to serve on the Board to promote the long-term success of the Company. CORPORATE GOVERNANCE The Committee monitors emerging trends and requirements on governance matters, and ongoing compliance with the Code. During the year, the Committee assessed and concluded that the Company complies with the Code. It also considered upcoming changes in the Listing Rules requirements, which aim to increase transparency for investors on the diversity of Boards and executive management. PRIORITIES FOR THE YEAR AHEAD Following the upcoming changes to the Board composition detailed in this report, the focus of the Committee will change from refreshing the Board to maximising the effectiveness of the Board’s governance structures including its oversight of sustainability matters. In addition, diversity and inclusion initiatives will continue to be a key focus area for the Committee.
On behalf of the Nomination and Governance Committee
JOHN HASTINGS-BASS Chair, Nomination and Governance Committee 6 March 2023
Gender diversity 1
Independence 1
Ethnic Diversity 1
Male
5
Asian 1 Black 0 Mixe d 0
White Other
Chair
1 2 6
8 0
Female
4
Executive Directors
Non-Executive Directors
1 As at March 2023.
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