Just Annual Report and Accounts 2019

JUST GROUP PLC Annual Report and Accounts 2019

GOVERNANCE IN OPERATION

OUR GOVERNANCE STRUCTURE The Board is responsible for the strategic direction and risk appetite of the Company. The Board promotes the long-term sustainable success of the Company, generating value for shareholders and wider society.

The Board has agreed an effective governance framework whose structure is set out below.

Just Group PLC Board Chair: Chris Gibson-Smith • Sets Group purpose, values and strategy • Monitors culture and ensures behaviours and practices are aligned with the Group’s purpose, values and strategy • Sets risk appetite and oversees risk management, internal control systems, corporate governance and regulatory matters • Approves major changes to the Group’s business activities including but not limited to major acquisitions or disposals, entering into or exiting geographical areas and establishing new major areas of operations or ceasing to operate any area of the business

• Approves the business plan including objectives, budgets, forecasts and material changes and monitors delivery against the plan • Approves the capital structure of the Group and monitors capital risk appetite, approving changes to capital • Approves major changes to the operational structure of the Group • Approves the financial statements, half-year reports and regulatory reports • The Group Board has delegated oversight for some of its activities to Committees of the Board

AUDIT COMMITTEE

REMUNERATION COMMITTEE

NOMINATION COMMITTEE

GROUP RISK & COMPLIANCE COMMITTEE (“GRCC”) Chair: Keith Nicholson Oversees on behalf of the Board: • Risk management, the risk function and risk appetite • Solvency II compliance and the internal model including changes to the internal model • Regulatory matters (other than Group Solvency II reporting) • Risk exposures

Chair: Paul Bishop Oversees on behalf of the Board: • Financial reporting • Significant accounting judgements and accounting policies • Solvency reporting including SFCR • Relationship with the external auditor including monitoring independence, non-audit services and the audit plan

Chair: Ian Cormack Oversees on behalf of the Board: • Remuneration policy • Within the terms of the Remuneration policy sets remuneration, benefits, pension and total compensation of the Chair of the Board, Executive Directors, members of the Executive Committee, the Group Company Secretary and other senior management and Solvency II staff • Share schemes including SAYE, LTIPs, STIPs and DSBP schemes and approval of awards under the schemes • Alignment of workforce reward and incentives to overall culture

Chair: Chris Gibson-Smith Oversees on behalf of the Board: • Appointments of Board members and the CEO • Composition of the Board • Succession planning • Balance of skills, experience and knowledge • Diversity and inclusion matters; monitoring the impact of initiatives (for Board, senior management and wider initiatives) • Independence of Directors

• Audit tender process • Appointment of the new auditor

• Monitoring internal controls • Oversight of the internal audit function and internal audit plans

READ MORE ON PG.78

CHIEF EXECUTIVE OFFICER AND THE GROUP EXECUTIVE COMMITTEE

The Board has delegated responsibility for implementing the strategy and business plans and for managing risk and operating effective controls across the Group to the Chief Executive Officer. The Chief Executive Officer has established a committee of senior executives to assist him with the discharge of the duties delegated to him by the Board. The Group Executive Committee is responsible for: • Day-to-day leadership of the Company in accordance with the purpose, values and culture set by the Board • Implementing the strategy set by the Board and recommending strategic development to the Board

• Risk management across the business and implementing effective controls to manage and mitigate risks • Recommending the business plan and budgets to the Board for approval • Monitoring the Group’s performance • Implementing policies and processes to ensure that people within the organisation feel well led, well managed with opportunities for development There is also an Executive Risk Committee (“ERC”), chaired by the Chief Risk Officer, which focuses on risk management across the Group. This includes oversight of risk controls, regulatory and compliance matters and risk appetite. The ERC reviews reports from management before they are presented to the GRCC.