GOVERNANCE REPORT
63
Other Group Committees The Board has also established a Market Disclosure Committee which oversees the disclosure of information by the Company to fulfil its listing obligations under the Market Abuse Regulation. This ensures that decisions in relation to those regulations can be made quickly. The Committee’s role is to approve disclosures, determine whether there is inside information and whether such information needs to be disclosed, and when to make an announcement and the contents of the announcement. The Board may also establish other Committees of the Board or sub-committees of those Committees when required from time to time. All Committees are established by approval of the Board with agreed terms of reference. Terms of reference The matters reserved for the Group Board are defined and approved by the Board. Each Group Committee has terms of reference which are available on the Group website at www.justgroupplc.co.uk Composition of Committees The main Board Committees are comprised of independent Non- Executive Directors of the Company. The Committee members were appointed to each Committee following review and recommendation by the Nomination Committee and approval by the Board. At each Group Board meeting the Chairs of each Committee report on the activities of preceding Committee meetings. The Group Company Secretary supports the Chairs of all the Committees and is available to provide corporate governance advice to all Directors. SUBSIDIARY GOVERNANCE – LIFE COMPANY BOARDS The Group Board holds its Board meetings on a nested basis together with the Boards of the Group’s regulated life companies, Just Retirement Limited and Partnership Life Assurance Company Limited. The governance structure is operated in this way due to synergies between their strategies and operations. The activities of Just Retirement Limited also have a strategic and material impact on the consolidated Group performance. Each Board considers each matter put before it from its own perspective, led by the independent Chair of each Board. Holding the meetings together ensures good communication and governance across the Group. The approach ensures the strategy is aligned and implemented effectively. Just Retirement Limited and Partnership Life Assurance Company Limited both have two independent Non-Executive Directors on the Board who are not Directors of the Group Board. Nick Poyntz- Wright¹ is the Chair of the Boards of Just Retirement Limited and Partnership Life Assurance Company Limited. Mary Kerrigan² is an independent Non-Executive Director of both life companies. The Boards of Just Retirement Limited and Partnership Life Assurance Company Limited have not established separate remuneration committees, nomination committees or risk and compliance committees. These matters are overseen by the Group committees, to the extent relevant and necessary, for the regulated life subsidiaries. 1 Nick Poyntz-Wright was appointed as a Director of JRL on 8 March 2016 and PLACL on 27 April 2016 and as Chair on 30 April 2019. 2 Mary Kerrigan was appointed as a Director of JRL and PLACL on 1 November 2019.
Subsidiary Investment Committees Chair: Mary Kerrigan
The Boards of Just Retirement Limited and Partnership Life Assurance Company Limited have delegated responsibility for oversight and management of investment management activities within an investment management governance framework to the Investment Committees. The Committees assist the Group Board with oversight of these activities. The Investment Committees are responsible for: • Overseeing the investment policy • Oversight of the performance of the investment portfolio • Reviewing performance of external investment managers and effectiveness of the reporting procedures • Approving entry into Investment Management Agreements and other documentation within the remit of its terms of reference Subsidiary Audit Committees Chair: Paul Bishop During 2019, Just Retirement Limited and Partnership Life Assurance Company Limited also established independent Audit Committees. The Audit Committees are held on a nested basis, together with the Group Audit Committee. The Committees consider topics of mutual interest at the same time, but from each Committee’s perspective. Time is also set aside for each Committee to consider matters relevant to its respective company. Paul Bishop is Chair of all three Audit Committees, but Nick Poyntz-Wright is a member of the Just Retirement Limited and Partnership Life Assurance Company Limited Audit Committees to ensure their independence from the Group Audit Committee. Keith Nicholson is also a member of the subsidiary Audit Committees. Further information is available in the Audit Committee Report on page 72. Subsidiary terms of reference The matters reserved for the Life Company Boards are defined and approved by each Board. They work in synergy with the Group Board. The Investment Committees and the Audit Committees have approved terms of reference which set out their responsibilities.
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