Just Annual Report and Accounts 2019

GOVERNANCE REPORT

non plc INDEPENDENT NON-EXECUTIVE DIRECTORS

STEVE MELCHER, Independent Non-Executive Director Appointed: 15 May 2015 SteveMelcher was appointed as a Non-Executive Director of Just Group plc in April 2016. Hewas Non-Executive Director of Just Retirement Group plc fromMay 2015 until April 2016. Steve has worked in financial services for over 40 years, duringwhich time he has held posts at JPMorgan, Marsh &McLennan and as Chief Executive Officer of Eagle Star, Allied Dunbar and Sun Life of Canada UK. He now has a portfolio of roles, including as a Non-Executive Director of Allianz Re in Dublin and as Chair of Euler Hermes Pension Fund. He is also an executivementor which takes him insidemany different industries.

CLARE SPOTTISWOODE, Independent Non-Executive Director

MARY KERRIGAN, Appointed: 1 November 2019

Appointed: 4 April 2016 Clare Spottiswoode was appointed as a Non-Executive Director of Just Group plc in April 2016. She was Non-Executive Director of Partnership Assurance Group plc fromOctober 2014 to April 2016. Clare is a mathematician and economist by training; in June 2010, she was appointed by HM Treasury to the Independent Commission on Banking (The Vickers Commission). Her career has involved acting as Policyholder Advocate for Norwich Union’s with-profits policyholders at Aviva, in which role she acted on behalf of one million policyholders tasked with reattributing Aviva’s inherited estate, and included time as Director General of Ofgas, the UK gas regulator. Clare previously served as Chair of FlowGroup plc from 2011 to June 2017, and was previously a Non-Executive Director of Ilika plc fromMay 2010 to September 2019. In addition to the Just Group, Clare is Chair of Xoserve Limited. She is also a Non-Executive Director of BWOffshore Limited, British Management Data Foundation, Gas Strategies Group Limited and Gas Strategies Holdings Limited.

Mary was appointed as a Non-Executive Director of Just Retirement Limited (“JRL”) and Partnership Life Assurance Company Limited (“PLACL”), the Group’s life company subsidiaries, in November 2019. Mary has considerable experience in the pensions, life insurance and investment industries. She is a former partner of Willis Towers Watson, a Non- Executive Director of New Ireland Assurance Company and a member of the Independence Governance Committee of Prudential Assurance UK. Mary is Chair of the Just Retirement Limited/ Partnership Life Assurance Company Limited Investment Committees. Nick was appointed as Chair of JRL and PLACL in April 2019. He was appointed as a Non-Executive Director of JRL in March 2016 and PLACL in April 2016. Nick has significant experience of both insurance and retail financial services. He is a Fellow of the Institute of Actuaries and was previously CEO of Skandia UK and Director of Long-Term Savings and Pensions at the Financial Conduct Authority. Outside of Just Group Nick is a Non-Executive Director with the Phoenix Group, sitting on the boards of its life subsidiaries as well as chairing the Investment Committee. He is a Non-Executive Director of Unum Limited and Unum European Holding Company Limited. NICK POYNTZ-WRIGHT, Appointed as Chair: 30 April 2019

Nick is a member of the Just Retirement Limited/Partnership Life Assurance Company Limited Investment Committees and the Subsidiary Audit Committees.

Current other listed directorships None.

Committee and internal directorships Chair of HUB Financial Solutions Limited and HUB Pension Solutions Limited. Member of the Audit Committee, Group Risk and Compliance Committee, Remuneration Committee, and the Just Retirement Limited/Partnership Life Assurance Company Limited Investment Committee. Director of Just Retirement Money Limited and Partnership Home Loans Limited, Just Retirement Limited and Partnership Life Assurance Company Limited.

Committee and internal directorships Member of the Audit Committee and Group Risk and Compliance Committee. Director of HUB Financial Solutions Limited, HUB Pension Solutions Limited, Just Retirement Limited and Partnership Life Assurance Company Limited.