Just Annual Report and Accounts 2019

JUST GROUP PLC Annual Report and Accounts 2019

GOVERNANCE IN OPERATION continued

There was a heightened level of activity during 2019 as the Group discussed a number of important issues with investors, including regulatory change, capital raising, the change in leadership and the focus on capital discipline. The programme this year included an increased number of shareholder meetings with the Chair and the Senior Independent Director. The Investor Relations function provides the Board with regular analysis of shareholder movements, market and peer activity, in addition to share price performance. Analysts’ and brokers’ reports are made available to all Directors, while the Board receives detailed feedback from our corporate brokers following investor meetings. The ordinary shares are covered by ten analysts currently. The Investor Relations team also maintains an open dialogue with non-covering analysts, banks, brokers, credit analysts and other market participants. Fitch have maintained their A/A+ credit ratings with a stable outlook for members of the Group. During 2019, we had an active programme of engagement with debt investors, including a dedicated roadshow. During 2019 Just Group plc’s shares fell by 14% to 79p, compared to the FTSE 350 life insurance index which rose by 20%. The Senior Independent Director is available for consultation by shareholders if they have concerns which are inappropriate to raise with the Chair, CEO or other Executive Directors. Further information for shareholders is included on page 166. Whistleblowing There is a Group whistleblowing policy which has been approved by the Board. Colleagues across the Group are able to raise any matters of concern through our dedicated and independent whistleblowing hotline. Reports are sent anonymously to the Group Company Secretary who then raises them with the Group Audit Committee Chair, who is the whistleblowing champion and leads the review and response from the relevant areas of the business. The Audit Committee has a regular agenda item on whistleblowing receiving updates on the operation of the policy and any concerns raised. 2019 AGM resolutions The 2019 AGM saw three resolutions receive less than 80% of votes in favour. The Chair has addressed our response and activities in relation to this in his introduction to governance on page 54. Conflicts of interest A Group policy and process is in place to address possible conflicts of interest of Directors. Any relevant conflicts and potential conflicts with the interests of the Company that arise must be disclosed at the next Board meeting for consideration and, if appropriate, authorisation by relevant Board members in accordance with the Company’s Articles.

DIVISION OF RESPONSIBILITIES Board balance and independence

As at the date of this report there are nine Board members: the Chair (independent on appointment), two Executive and six Non-Executive Directors (all of whom are considered independent). Keith Nicholson is the Senior Independent Director. The Board considers that the current mix of Executive and Non-Executive Directors is appropriate, preventing the Board from being too large and ensuring that the Board remains predominantly independent. The Code recommends that at least half the Board, excluding the Chair, should comprise Non-Executive Directors determined by the Board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, their judgement. The Board is comprised of more than half (excluding the Chair) Non-Executive Directors, all of whom are independent in the manner required by the Code. Clear division of roles and responsibilities The Board believes that documented roles and responsibilities for Directors, with a clear division of key responsibilities between the Chair and the Group Chief Executive Officer, are essential elements in the Group’s governance framework and facilitate the effective operation of the Board. The Chair is responsible for the effective leadership and governance of the Board but takes no part in the day-to-day running of the business. His key responsibilities include: • leading the Board effectively to ensure it is primarily focused on strategy, performance, long-term value creation and accountability in line with the Group’s purpose, values and culture; • ensuring the Board determines the significant risks the Group is willing to embrace in the implementation of its strategy; • leading the succession planning process and chairing the Nomination Committee; • encouraging all Directors to contribute fully to Board discussions and ensuring that sufficient challenge applies to major proposals; • fostering relationships within the Board and providing a sounding board for the CEO on important business issues; • identifying development needs for the Board and Directors; • leading the process for evaluating the performance of the Board, its Committees and individual Directors; and • ensuring effective communication with major shareholders, regulator, and other stakeholders. The CEO is responsible for leadership of the Group’s business and managing it within the authorities delegated by the Board. His key responsibilities include: • proposing and developing the Group’s strategy and significant commercial initiatives; • leading the executive team in the day-to-day running of the Group; • ensuring the Group’s operations are in accordance with the business plan approved by the Board, including the Board’s overall risk appetite, the policies established by the Board, and applicable laws and regulations; • representation of the Group’s interests in the UK and abroad; • maintaining dialogue with the Chair on important business and strategy issues; • recommending budgets and forecasts for Board approval; • providing recommendations to the Remuneration Committee on remuneration strategy for Executive Directors and other senior management; • leading the communication programme with shareholders and ensuring the appropriate and timely disclosure of information to the stock market; and • leading and ensuring effective engagement with the regulator.