64 JUST GROUP PLC Annual Report and Accounts 2019
GOVERNANCE IN OPERATION continued
BOARD ACTIVITIES The Board played a pivotal role during 2019 in refocusing the Group strategy. The strategy remains aligned with our purpose of helping people achieve a better later life. The Board, including the executives, the Chair and the Non-Executive Directors were visible in the Company, holding meetings in our offices in London, Reigate and Belfast.
They lead by example and promote our values of doing the right thing. The Section 172 Report in the Strategic Report on page 48 looks at some of the principal decisions taken by the Board and how the factors listed in Section 172(1) of the Companies Act 2006 were taken into account in making those decisions.
AREA OF FOCUS
KEY BOARD ACTIVITIES
• Held Board strategy sessions in January and October 2019 to review, agree and monitor progress in relation to the Group’s strategy • The January strategy session focused on a review of the Group’s strategy roadmap, business line strategies, strategy execution and strategic priorities in 2019 including a focus on improving the capital position and achieving organic capital generation • The October strategy session focused on capital preservation and generation, driving value and the response to the challenges identified in the strategic plan. The Board also reviewed strategic options for the future of the business • Reviewed the sustainability of the Group’s business model • Reviewed and agreed the Group’s capital plan and updates to the capital plan • Reviewed progress on a range of cost saving initiatives • Carried out deep dives into the HUB group of businesses and Just’s South African business • Material interaction with regulators • Received Group Chief Risk Officer reports and assessed the Group’s significant risks, regulatory issues and emerging risks • Approved the risk policies and risk framework for managing risk across the Group • Strengthened the capital risk appetite ratios • Monitored the Group’s capital and liquidity position • Reviewed the output of stress testing • Reviewed the Group’s financial performance on an on-going basis, and the Group’s interim and annual financial results • Reviewed the dividend policy and agreed not to pay 2018 final or 2019 interim dividends • Reviewed and challenged reports provided by its Committees on key matters of financial reporting • Issued £75m of new ordinary share capital in March 2019 • Issued a £300m BBB- rated Solvency II qualifying Restricted Tier 1 perpetual instrument with a first call date in April 2024 and coupon of 9.375% to strengthen the capital position in March 2019 • Assessed, on an on-going basis, the Group’s capital and liquidity requirements including Solvency II position • Continuing oversight of external and inter-Group financing • Issued a £125m BBB rated Solvency II Tier 2 qualifying instrument with a maturity date in October 2029 and coupon of 8.125% in October 2019 • Continued examination of capital efficiency improvement measures • Approved the revised methodology to be used by the Group to determine the internal rating, amount and spread on the LTM notes, used to enable the LTM assets to be eligible for matching adjustment • Received regular updates from Committees, management and external advisers on legal and regulatory developments • Introduced nested Board meetings of the Group, Just Retirement Limited and Partnership Life Assurance Company Limited Boards • Reviewed and updated the schedule of matters reserved for the Group Board • Reviewed and updated the terms of reference of the principal Committees of the Group Board • Reviewed and approved updates to a number of Group policies • Approved an updated Share Dealing Code • Extensive Shareholder engagement by the Chair and Senior Independent Director in addition to the normal CEO/CFO programme • Updates on colleague engagement including Just Be Proud 2 • Reviewed outcomes and plans from the “Sunday Times Best Companies” survey • Appointment of Steve Melcher as the Non-Executive Director responsible for employee engagement and reviewing feedback from “Conversations with the Board” sessions • Significant focus was given to Board and executive succession planning (appointment of new CEO and CFO) • Reaffirmed its commitment to Board and senior management diversity • Undertook an externally facilitated evaluation of the Board’s effectiveness and the performance of the Chair and individual Directors
REVIEWING STRATEGIC PROGRESS • Improve our capital position • Transform how we work • Get closer to our customers and partners • Generate growth in new markets • Be proud to work at Just
RISK MANAGEMENT
FINANCIAL REPORTING AND CONTROLS AND DIVIDEND POLICY
STRUCTURE AND CAPITAL
CORPORATE GOVERNANCE
BE PROUD TO WORK AT JUST
BOARD SUCCESSION PLANNING
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