70 JUST GROUP PLC Annual Report and Accounts 2019
NOMINATION COMMITTEE REPORT continued
During the summer the Committee was heavily involved in the CEO search and a full external process was instigated. The process is explained more fully on the adjacent page. David Richardson was appointed as Group CEO on 19 September 2019. As mentioned in my introductory letter, the sudden passing of Michael Deakin, who sat on the Group Board, was an unexpected shock. We decided not to replace the role immediately. I would like to record my personal thanks for Michael’s contribution on the Group Nomination, Group Remuneration, and subsidiary Investment Committees. Following an extensive search, we identified Michelle Cracknell as an ideal Non-Executive Director of the Group. She has more than 30 years’ experience in retirement solutions. The Nomination Committee, following appropriate due diligence checks, recommended to the Board Michelle’s appointment and the Board subsequently approved. She was appointed with effect from 1 March 2020. LIFE COMPANY BOARDS To simplify our governance and create greater independent oversight, the Committee appointed Nick Poyntz-Wright, already an independent Non-Executive Director of our Life Companies (JRL and PLACL), as the Chair of these companies. This change meant that, as the Group Board Chair, I would no longer hold these roles. We also took the opportunity to add a further independent Non-Executive Director to these Boards, and I was delighted to confirm the appointment of Mary Kerrigan. Mary joined the Board from 1 November 2019 and in January 2020 was appointed as the Chair of the Investment Committees. BOARD COMPOSITION AND SKILLS As it does annually, the Committee also reviewed the composition and balance of the Board in light of some of the changes described above. As part of this review, the Committee considered: • whether the balance between Executive and Non-Executive Directors was appropriate and agreed that we would not be appointing a Deputy CEO as per previous structures. Thereby, the Group Board Executive Directors reduced by one; • the membership of the Committees and Board tenure and renewed the search process for an additional female Non-Executive Director for the Group Board; • the independence of Non-Executive Directors, considering the judgement, thinking and constructive challenge that they demonstrate in the Board. In particular, there were discussions in relation to the continued independence of Keith Nicholson as a Non-Executive Director and Senior Independent Director (following completion of six years’ service as a Director of Just Retirement Limited and Just Group plc). Following consideration of the evidence provided, the Committee was satisfied he would continue for a further three year term; • the business strategy and how the Executive and Board skills and capability mix aligns with the current composition. This is discussed further in a separate section below; • succession for the Group Board in light of tenure of the current members and using what opportunities this might create to improve Board diversity; • the progress made on the diversity and inclusion plans across the enterprise as a whole; • the effectiveness review of the Board, its principal Committees, the Chair and individual Directors. This process was conducted by Lintstock, an independent Corporate Advisory firm specialising in performance evaluation; and • the continuing appropriateness of its workings and instigated updates to its terms of reference.
SUCCESSION PLANNING The Board comprises individuals with significant financial services experience, which has been valuable in supporting a challenging external regulatory environment, enabling it to have good oversight of these complex issues. The Committee looked at the strategic challenges and the balance of skills and experience across the current members and concluded that with any future appointments in 2020/21 it should look to strengthen in the areas of digital technology and business/customer process transformation. To support the digital agenda, the main subsidiary businesses within the HUB group of companies, added a Non-Executive Director, Paul Pettitt, with extensive digital experience, and the Board has access to this insight and capability. The Committee considered both the Group Executive Committee (“GEC”) and Board succession plans. The GEC plan identified immediate emergency successors for critical roles, to mitigate risk events, and candidates with a longer-term development trajectory. The Committee remained satisfied that the plans were robust and requested a further review in the second quarter of 2020. It was noted that future senior vacancies needed balanced shortlists to enable the diversity targets to be reached by 2023. The Committee also considered the Board succession plans and noted that in order to ensure orderly succession it needed to actively address this in 2020/21 as a number of the Non-Executive Directors will have more than six years’ service during 2020. This will remain a key priority and an opportunity to continue to evolve the Board’s skills, experience and diversity in line with the Just strategy.
BOARD TENURE 2019 (INCLUDES PARTNERSHIP & JUST)
3 years 4 years 5 years 6 years
14% 14% 29% 43%
NON-EXECUTIVE DIRECTORS: PRIMARY SECTOR EXPERIENCE
Financial
89% 11%
Non-financial
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