GOVERNANCE REPORT
55
During the year we have focused on creating a more diverse Board, particularly in relation to female representation on the Board. We have also sought to increase female representation on our key subsidiary boards. In November Mary Kerrigan was appointed to the Boards of Just Retirement Limited and Partnership Life Assurance Company Limited. I was delighted to announce in February 2020 that we had appointed Michelle Cracknell to the Group Board. My Nomination Committee Report provides further detail on our work in this area, including the strengths and expertise which these new appointments bring to the Board. The feedback received in relation to the resolutions giving us authority to allot shares and disapply pre-emption rights was that the dissent was due to the way in which the March capital raise was structured. The equity capital was raised using a “cash-box” placing rather than using a rights issue. At the time, the way in which the equity capital raise was structured was a key consideration of the Board. We engaged with a number of our shareholders to ascertain their views on the proposed structure. Having taken advice from our external financial advisers, the Board concluded that the “cash-box” placing structure was in the best interests of the shareholders and the Company as a whole. The structure enabled the Company to raise equity and Restricted Tier 1 debt concurrently to manage the regulatory requirements of Policy Statement 31/18 in a cost effective and timely way. We have included further information on this decision in our analysis of our principal decisions in our Section 172 Report on page 48. STAKEHOLDERS Stakeholder engagement is of key importance to the Board. We take into account the interests of a wide range of stakeholders, including shareholders, customers, our colleagues and others. Of prime importance is the requirement to understand the views of our stakeholders and we do this through a variety of engagement activities. Some of these activities have been undertaken for many years, however during 2019 we have introduced some new ways of engaging with our stakeholders, particularly our colleagues. We appointed Steve Melcher as the Non-Executive Director responsible for seeking the views of our colleagues and bringing these back into the boardroom. Steve has undertaken a series of “conversation with the Board” sessions at all of our UK sites. Further details regarding our engagement with the wider stakeholder groups and how this has impacted on our decision making is included in our Strategic Report on pages 50 to 51. BOARD COMPOSITION AND SUCCESSION PLANNING There have been a number of changes to the Board during the year. Succession planning at both the Board and senior management level has continued to be a primary focus of the Board and the Nomination Committee. Rodney Cook stepped down from the Board and from his role as Group Chief Executive Officer in April 2019. David Richardson was appointed as Interim Group Chief Executive in April and we were delighted to announce on 19 September that this appointment had been made permanent. The Board has been further strengthened by the appointment of Andy Parsons as Just’s Chief Financial Officer. Andy joined on 1 January 2020 and was also appointed to the Board on that date. As mentioned in my Chair’s Report, my fellow Directors and I were deeply saddened to learn in July that Michael Deakin, one of the Group’s Non-Executive Directors passed away. I am pleased to report that Michelle Cracknell was appointed as a Non-Executive Director of Just Group plc on 1 March 2020. A number of the Directors have long tenures with the Group or its predecessor companies, Just Retirement Group plc and Partnership Assurance Group plc pre-merger. There has been a focus on succession planning during the year and further information is available in our Nomination Committee Report.
DIVERSITY Diversity remains a key focus for the Board and Group Executive team if we are to truly benefit from the enhanced contributions a set of diverse people can bring to our business and wider society. During 2019 the Board continued to focus on diversity and inclusion, with a particular focus on gender diversity. There is a clear aim to ensure a more balanced set of boards across the Group and Life Companies. The appointment of Michelle Cracknell, with over 30 years’ experience in retirement solutions is a great addition to the Group Board. Mary Kerrigan, appointed to the Boards of the Life Companies, brings strength in investment management and deep pensions experience. Just remains committed to achieving the external targets and has set its own internal target after signing up to the Women in Finance Charter of 33% of senior leadership roles being held by women by the end of 2023. As at the date of this report the percentage of women in senior leadership roles is 20.66% (including the Group Executive Committee and senior management). You can read more about the Nomination Committee’s work in the area of diversity in the Committee’s report on pages 69 to 71. A copy of the Board diversity policy can be found on our Group website. CULTURE We want our people to be proud to work at Just. Engaged colleagues are crucial to delivering innovative products and services to our customers. The Board is committed to having a culture where our people feel proud to work at Just, where our people can thrive and are well led, well managed and have opportunities for growth and development. This culture is also reflected in how we work. We are proud of our award-winning customer service. This is enabled by the strong values underpinning our behaviour: we do the right thing so we can deliver our purpose of helping people achieve a better later life. BOARD EVALUATION The Board evaluation is an important annual process. This year we conducted an internal Board evaluation. I am pleased to report that following consideration of this year’s report, the Board concluded that it was effective. More information about the Board evaluation is on page 67. AUDIT TENDER During 2019 the Board and Audit Committee carried out an audit tender to select a new auditor for the year ending 31 December 2020. We were pleased to appoint PricewaterhouseCoopers LLP (“PwC”), subject to shareholder approval at the AGM. Further information is included in the Audit Committee report. 2020 AGM Our AGM is one of the most important methods of engaging with all of our shareholders. I am pleased to confirm that the 2020 AGM will be held on 14 May 2020 at Just Group plc, Enterprise House, Bancroft Road, Reigate, Surrey RH2 7RT at 10.00 am. I would encourage you to attend, where you will have the opportunity to meet with members of the Board and senior management.
CHRIS GIBSON-SMITH Chair 11 March 2020
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