JUST GROUP PLC Annual Report and Accounts 2019
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GOVERNANCE IN OPERATION continued
Board support – the Group operates a nested Board approach with its two main companies which are life insurance companies. The life companies have independent Non-Executive Directors and it was considered that further work could be carried out to improve Board operation particularly with regards to documentation. Board intelligence had helped with the documentation and there had been a considerable improved focus and therefore focus on documentation will continue. Focus of meetings – by necessity there had been great focus on capital over the last 12 months and there was a desire in the Boardroom for greater focus on the business and the markets that the Group operated in. The Company Secretary will work with the Chair to review the topics that are discussed by the Board during the year. AUDIT, RISK AND INTERNAL CONTROL The Board has established an Audit Committee and a separate Group Risk and Compliance Committee for oversight of audit, risk and internal controls. Audit Committee The Board has delegated responsibility for overseeing financial reporting, internal audit, external audit and the effectiveness of the internal controls to the Audit Committee. The Audit Committee conducts a review of the financial and non financial statements to satisfy itself of the integrity of the Annual Report and Accounts and reports its findings to the Board. For information on the composition of the Audit Committee, its responsibilities and its activities during the year, including those activities required by provision 26 of the Code, please see the Audit Committee Report on pages 72 to 77. The Board takes care to present a fair, balanced and understandable assessment of the Company’s position and prospects. The Board believes that the Annual Report and Accounts are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s position, performance, business model and strategy. The Audit Committee received a report from the internal auditor regarding its review of the effectiveness of the Group’s internal controls. Information regarding this review is set out in the Audit Committee Report. The going concern statement and a review of whether there are any material uncertainties to the Company’s ability to continue to adopt the going concern basis of accounting in respect of the accounts is set out in the Audit Committee Report and Directors’ Report. Group Risk and Compliance Committee The Company’s risk management, including oversight of risk appetite and the risk management framework, is the responsibility of the Group Risk and Compliance Committee (“GRCC”). The information regarding management of risk can be found in the GRCC Report on page 78 and the risk management report in the Strategic Report on page 34, which sets out the assessment of principal and emerging risks including the procedures in place to identify emerging risks.
REMUNERATION The Board has delegated oversight of remuneration policy and practices to the Remuneration Committee. The way in which the principles have been applied during the year and the information required by the Code in accordance with provision 41 of the Code, including a description of how executive pay policy was determined in accordance with provision 40 of the Code, is included in the Remuneration Committee report on pages 80 to 96. The report also sets out how the relevant principles and provision 40 of the Code were applied in applying the Group remuneration policies and setting the remuneration of David Richardson when he was appointed as permanent CEO and Andy Parsons when he was appointed as CFO. In addition to the annual non-binding resolution on the Directors’ Remuneration Report, a resolution will be put to the shareholders at the 2020 AGM to adopt a new remuneration policy for the Company in line with the requirement to submit the policy to shareholders every three years.
The Viability Statement is on page 35.
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