GOVERNANCE REPORT
65
Corporate Governance Code compliance statement The Board considers that during the year, the Company has applied the main principles of the UK Corporate Governance Code 2018 (the “Code”). The Board considers that it has complied with the provisions of the Code during the year and up to the date of the Directors’ Report. The Corporate Governance Report sets out how we have applied the principles of the Code. Directors Directors on the Board during the year and up to the date of this report are as follows: • Chris Gibson-Smith, Chair • Rodney Cook, Group Chief Executive Officer (resigned on 30 April 2019) • David Richardson 1 , Group Chief Executive Officer and Managing Director of the UK Corporate Business • Andy Parsons, Group Chief Financial Officer (appointed on 1 January 2020) • Paul Bishop, Independent Non-Executive Director • Ian Cormack, Independent Non-Executive Director • Michelle Cracknell, Independent Non-Executive Director (appointed on 1 March 2020) • Michael Deakin, Independent Non-Executive Director (passed away 15 July 2019) • Steve Melcher, Independent Non-Executive Director • Keith Nicholson, Senior Independent Director • Clare Spottiswoode, Independent Non-Executive Director 1 David Richardson was the Interim Chief Financial Officer of Just Group from 31 October 2018 until 1 January 2020, and Deputy Group Chief Executive Officer from April 2016. On 30 April 2019, he was appointed as Interim Group Chief Executive Officer, retaining his other responsibilities. On 18 September 2019, David Richardson was appointed as Group Chief Executive Officer. On 1 January 2020, David Richardson relinquished his responsibilities as Interim Group Chief Financial Officer. Commitment The Non-Executive Directors have made a significant contribution and commitment to ensuring the long-term sustainable success of the business during 2019. Of the meetings below 39 were scheduled and seven were additional Group Board and Committee meetings called due to the needs of the business. The Board held eight meetings during the period from 1 January 2019 to 31 December 2019. The table below shows Directors’ attendance at Board and Committee meetings for the period.
BOARD LEADERSHIP AND COMPANY PURPOSE Leadership, purpose, values
Governance, good corporate behaviour and stakeholder engagement are critical to the long-term success of the Company. The regulatory framework has evolved following the new Code placing increased emphasis on corporate culture, purpose, values, stakeholder engagement and more generally a company’s contribution to wider society. Pages 62 to 68 on “Governance in operation” set out how the Board is led and how it establishes the Company’s purpose and how it has monitored performance, including delegation to the Board Committees. Each of the Committees have set out their activities in their reports on pages 69 (Nomination Committee), 72 (Audit Committee), 78 (Group Risk and Compliance Committee) and 80 (Remuneration Committee). Stakeholder engagement The Board engages with its stakeholders and shareholders in a variety of ways. The stakeholder engagement and Section 172 Report on page 48 sets out how the Board engages with and encourages participation from these parties and the effect the engagement has had on the principal decisions taken by the Board during the year. The People and Culture Report on page 40 outlines more about our culture and our approach to colleague engagement. During 2019, in line with the Code, Steve Melcher was appointed as the independent Non-Executive Director responsible for championing workforce engagement activities. Further information on his appointment and activities is included in the report. The report also covers diversity and inclusivity and giving something back to our local and wider communities, topics on which the Board receives updates. Shareholder engagement The Group maintained a continuous dialogue with its major institutional shareholders and bondholders during 2019 through a programme of meetings undertaken by the Chair, Senior Independent Director, CEO and members of the investor relations team. Roadshows were held in March, June and September 2019, and management attended seven investor conferences and seminars. Ad hoc meetings were held throughout the year with both existing and prospective shareholders.
Group Risk and Compliance 6
JRL & PLACL Investment
Board 3
Audit 4
Remuneration
Nomination 5
Chris Gibson-Smith
7/8 2/2 8/8 7/8 8/8 4/4 7/8 8/8 7/8
– – –
5/6
6/6
6/7
– – –
Rodney Cook1
– – –
– –
– – –
David Richardson
Paul Bishop Ian Cormack
12/13
6/6 6/6 1/2
6/6
– –
6/6 4/4 5/6
7/7
–
Michael Deakin2 Steve Melcher 7 Keith Nicholson
–
4/4 1/1
13/13 12/13 12/13
–
6/7 7/7 6/7
– –
6/6
– –
Clare Spottiswoode
–
1 Rodney Cook resigned from the Board on 30 April 2019. 2 Michael Deakin passed away on 15 July 2019. 3 One additional Board meeting was held to approve discrete items of business between 1 January and 31 December 2019. Chris Gibson-Smith, Paul Bishop, Steve Melcher and Clare Spottiswoode were unable to attend the late scheduled meeting due to prior commitments. 4 Three Audit Committee Working Group Sessions and three additional Audit Committee meetings were held between 1 January and 31 December 2019. Keith Nicholson was unable to attend the Working Group Session on 24 May 2019 due to prior commitments. Paul Bishop and Clare Spottiswoode were unable to attend the late scheduled meeting on 7 November 2019 due to prior commitments. 5 Two additional Nomination Committee meetings were held to approve discrete items of business between 1 January and 31 December 2019. 6 One additional Group Risk and Compliance Committee meeting was held to approve discrete items of business between 1 January and 31 December 2019. Chris Gibson-Smith, Steve Melcher and Clare Spottiswoode were unable to attend the late scheduled meeting due to prior commitments. 7 Steve Melcher became a member of the JRL and PLACL Investment Committee on 16 October 2019. Nick Poyntz-Wright and Mary Kerrigan are independent members of the JRL/PLACL Investment Committees but not the Just Group plc Board. None of the Executive Directors hold a non-executive directorship in a FTSE 100 company.
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