Just group PLC | Annual Report and accounts 2022
GROUP AUDIT COMMITTEE REPORT
COMMITTEE ROLE The Group Audit Committee (the “Committee”) is responsible for assisting the Board in discharging its responsibility for the oversight of the Group’s financial and solvency reporting and the effectiveness of the Group’s systems of internal controls and related activities. The Committee is also responsible for the oversight of the work and effectiveness of Group Internal Audit and the external auditor. The Committee regularly meets on a nested basis with the Audit Committees of the Group’s life companies, Just Retirement Limited (“JRL”) and Partnership Life Assurance Company Limited (“PLACL”) to ensure that there is adequate co-operation and to enable the Committees to discharge both their separate and mutual responsibilities effectively. The Committee also works closely alongside other Committees, in particular the Group Risk and Compliance Committee (“GRCC”), with close cooperation between the Chairs of these Committees. The Chair of the Committee is also a member of the GRCC. This ensures that the audit work is focused on higher risk areas and the results of internal and external audit work can be used to inform the work of the GRCC. The full responsibilities of the Committee are set out in the terms of reference, which are reviewed annually and can be found at www.justgroupplc.co.uk . The effectiveness of the Committee was reviewed as part of the annual Board effectiveness review which took place in late 2022 and the Board was satisfied with the Committee’s performance. COMMITTEE MEMBERSHIP AND MEETINGS The Committee currently comprises three independent Non-Executive Directors. Its members bring a wide range of financial and commercial expertise necessary to fulfil the Committee’s duties including appropriate life insurance accounting expertise. The Board is satisfied that the Committee Chair has recent and relevant financial experience as required by the UK Corporate Governance Code 2018 (the “Code”). As a whole, the Committee has competence relevant to the sector in which the Group operates. Mary Phibbs joined as a member of the Committee with effect from 5 January 2023 and Steve Melcher retired as a Director and member of the Committee with effect from close of business on 31 December 2022. The Committee held eight scheduled meetings during the year and one additional meeting was also convened to discuss progress on the implementation of IFRS 17. In addition to the members of the Committee, members of the executive and senior management teams attended the meetings to submit reports in their areas of responsibility. Other Non- Executive Directors were also invited to attend and contributed to the challenge and debate. The Group’s external auditor, PricewaterhouseCoopers LLP (“PwC”), attended all meetings during the year. The Committee regularly set aside time at the beginning of meetings without management present. It also met separately with the Director of Group Internal Audit and the external auditor without management being present during the year.
I am pleased to present my report on behalf of the Group Audit Committee which outlines the main activities and areas of focus during the year.
PAUL BISHOP Chair, Group Audit Committee
COMMITTEE MEMBERSHIP Paul Bishop Chair Kalpana Shah Independent Non-Executive Director
Mary Phibbs Independent Non-Executive Director
On 31 December 2022, Steve Melcher retired as a Director and member of the Committee. Committee meeting attendance can be found on page 79. Biographies of Committee members can be found on pages 68 to 70.
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