AGM Information • Apr 9, 2020
AGM Information
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NOTICE OF ANNUAL GENERAL MEETING 14 MAY 2020
This document is important and requires your immediate attention.
If you are in any doubt as to any aspect of the proposals in this document or the action you should take, you are recommended to seek your own advice from a stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares in Just Group plc, please forward this document and the accompanying form of proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was arranged for onward transmission to the purchaser or transferee.
9 April 2020
Dear Shareholder
I am writing to you with details of this year's Annual General Meeting of the Company (the "AGM"), which is to be held at Enterprise House, Bancroft Road, Reigate, Surrey, RH2 7RP on Thursday 14 May 2020 at 10:00am.
We believe that the AGM is a key way that the board of Directors of the Company (the "Board") can speak to and hear the views of our shareholders. Whilst, in normal circumstances, the Board values very highly the opportunity to meet shareholders in person at its AGM, at the time of preparing the notice of AGM ("Notice of AGM"), we are in the midst of the developing crisis in connection with the Coronavirus. Recent compulsory Government measures require that people do not make any unnecessary journeys and meetings of more than two people have been banned (the "Stay at Home Measures"). The situation is very fluid and Government advice and measures are being updated and refreshed frequently.
In order to ensure that our AGM may proceed on 14 May in compliance with the Stay at Home Measures, arrangements have been made for a quorum of two shareholders only to be present at our AGM this year. On this basis, the Board has concluded that as long as the Stay at Home Measures remain in force, shareholders must not attend the AGM in person this year and, instead, should submit proxy votes as described below. In compliance with the Stay at Home Measures, it is expected that only one member of the Board will attend the AGM.
In these extraordinary times shareholders should also understand that, whilst the Stay at Home Measures remain in force, any other shareholder who travels to attend the meeting in person will be denied access, as to admit them would be unlawful.
It is therefore even more important than usual that all shareholders cast their vote by proxy in advance of the meeting. This can be done electronically in accordance with note five in the notes to the Notice of AGM, or by returning the enclosed form of proxy ("Form of Proxy") in the envelope provided. I would strongly encourage you to vote electronically if you can.
If you would like to ask a question about the business to be discussed at the AGM, please send your questions to me care of the Group Company Secretary by email to [email protected].
There are 20 resolutions to be considered at the AGM but I would like to draw your attention to the resolutions below.
Our Remuneration Committee has worked hard on adapting remuneration for the new regulatory capital regime and making the correct judgements for the benefit of all stakeholders.
The Directors' Remuneration Report also contains information about how the Remuneration Policy will be applied in 2020. In particular, how the Remuneration Committee has considered the award measures for both the Short Term Incentive Plan and Long Term Incentive Plan for the 2020 financial year to align them with the strategic objectives of generating organic capital.
The full Directors' Remuneration Report is contained in the 2019 Annual Report and Accounts on pages 80 to 96.
In accordance with legislation, the Remuneration Committee has proposed a new Directors' Remuneration Policy following consultation with a number of our shareholders. There have been no material changes to the Directors' Remuneration Policy and the Remuneration Committee believes that the updated policy remains appropriate. The Remuneration Committee believes that the policy will drive the success of the Just group (the "Group") by aligning management's interests with shareholders. The policy has been updated to better reflect best practice, as exemplified by the following:
The revised Directors' Remuneration Policy is contained in the 2019 Annual Report and Accounts on pages 84 to 89 and sets out the Company's forward-looking policy on Directors' remuneration. The current policy was approved by shareholders at the Company's AGM on 18 May 2017.
Since the last AGM, the leadership of the Group has changed with the appointment of David Richardson in September 2019 as the Chief Executive Officer, and the appointment of Andy Parsons as the Chief Financial Officer on 1 January 2020.
Michelle Cracknell was appointed to the Board on 1 March 2020 as an independent Non-Executive Director. Michelle brings extensive executive, non-executive and financial experience to the Board, which will be advantageous to the smooth implementation of the Group's strategy.
These appointments have increased the Board's capabilities and put us in a strong position to help people achieve a better later life. The Board is a supporter of the Hampton-Alexander Review and will aim to further improve gender diversity levels over the course of 2020. I hope that you will support these new appointments at our AGM.
Following the announcement of our 2019 financial results, you will have noticed that I announced my intention to stand down as Chair of the Board. It has been a great pleasure to Chair the Board since the merger in 2016. Now that the new executive leadership team has been established, I think that the time is right for a new Chair to help lead the Group on its transformational journey. I have agreed to stay on as Chair until my successor has been appointed and so I will be offering myself for re-election at the AGM.
To ensure our compliance with the rules regarding auditor rotation, in 2019 the Audit Committee led a full tender process in respect of external audit services in compliance with the legislation and with regard to the Financial Reporting Council guidance on audit tenders. Following an extensive review process, the Audit Committee considered that the submission and team from PricewaterhouseCoopers LLP met the predefined criteria, had the necessary expertise and would meet the standard required for the external audit of the Group. Therefore the Board is asking shareholders to approve the appointment of PricewaterhouseCoopers LLP as the Company's Auditor until the conclusion of the next general meeting at which the Company's accounts are laid before the Company.
We are again asking shareholders to grant authority for the Board to allot shares on a non-pre-emptive basis, in line with standard practice. The Board has taken into account feedback received from shareholders following the significant votes against some of these resolutions at the 2019 AGM. The Board acknowledges the feedback on the cash-box placing used to raise equity capital in March 2019 and the importance of pre-emption rights in preventing unnecessary dilution to our shareholders' interests in the Company. However, whilst the Board currently has no intention to issue shares on a non-pre-emptive basis, it believes that it is in all stakeholders' interests that the Board is given this authority again.
The Directors consider that all the resolutions to be put to the AGM (as set out on pages 4 to 6) are in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that shareholders vote in favour of all the proposed resolutions, as they intend to do in respect of their own shareholdings in the Company.
The Notice of AGM is set out on the following pages and specifies the resolutions to be proposed at the AGM, together with explanatory and general notes outlining the process of the AGM and the rights of shareholders (including, those who wish to give proxy voting instructions electronically or by post).
Due to the current Coronavirus emergency and the Stay at Home Measures introduced by the Government, the AGM will be a business meeting without any additional presentations on the performance of the Group. As noted above, it is expected that only two shareholders will attend and they are likely to be a director and the Group Company Secretary. Please monitor the 2020 AGM section of the Company's website for the latest information about the impact of Coronavirus on our AGM.
The meeting will be broadcast via a conference facility. If you would like to dial in to the meeting, please email [email protected] and we will send you the joining details. Although you will be able to hear the proceedings of the AGM, you will not be able to take part in or ask questions during the AGM.
Please submit an electronic proxy appointment instruction in accordance with the notes to the Notice of AGM, alternatively complete and submit the enclosed Form of Proxy. To be valid, the electronic proxy appointment instruction or Form of Proxy must be received at the address for delivery specified in the notes by no later than 10:00am on Tuesday 12 May 2020.
In line with best practice, voting on each of the 20 resolutions to be proposed at the AGM will be conducted by way of a poll rather than a show of hands.
Should you wish to view the 2019 Annual Report and Accounts online it is available on the Company's website at https://www.justgroupplc.co.uk/investors/results-and-presentations.
Yours faithfully
Chris Gibson-Smith Chair
Just Group plc Switchboard: 01737 233296 www.justgroupplc.co.uk Registered Office: Vale House, Roebuck Close, Bancroft Road, Reigate, Surrey RH2 7RU Registered in England and Wales number 8568957
Notice is hereby given that the 2020 Annual General Meeting of Just Group plc will be held at Just Group plc, Enterprise House, Bancroft Road, Reigate, Surrey RH2 7RP on Thursday 14 May 2020 at 10:00am to consider and, if thought fit, pass the following resolutions set out below.
Resolutions 1 to 16 (inclusive) will be proposed as ordinary resolutions and resolutions 17 to 20 (inclusive) will be proposed as special resolutions.
THAT the audited accounts for the financial year ended 31 December 2019 together with the Strategic Report, Directors' Report and the Auditor's Report on those Accounts (collectively "the 2019 Annual Report and Accounts") be and are hereby received.
THAT the Directors' Remuneration Report (excluding the Directors' Remuneration Policy set out on pages 84 to 89 of the 2019 Annual Report and Accounts) for the year ended 31 December 2019 be and is hereby approved.
THAT the revised Directors' Remuneration Policy be and is hereby approved.
THAT Michelle Cracknell be and is hereby elected as a Director of the Company.
THAT Andy Parsons be and is hereby elected as a Director of the Company.
THAT Chris Gibson-Smith be and is hereby re-elected as a Director of the Company.
THAT Paul Bishop be and is hereby re-elected as a Director of the Company.
THAT Ian Cormack be and is hereby re-elected as a Director of the Company.
THAT Steve Melcher be and is hereby re-elected as a Director of the Company.
THAT Keith Nicholson be and is hereby re-elected as a Director of the Company.
THAT David Richardson be and is hereby re-elected as a Director of the Company.
THAT Clare Spottiswoode be and is hereby re-elected as a Director of the Company.
THAT PricewaterhouseCoopers LLP be and is hereby appointed as the Company's Auditor until the conclusion of the next general meeting at which the Company's accounts are laid before the Company in accordance with the Companies Act 2006 (the "Act").
THAT the Audit Committee be and is hereby authorised to determine the remuneration of the Company's Auditor.
THAT the Company and all companies that are its subsidiaries, at any time from the date of the passing of this resolution up to conclusion of the 2021 AGM or 30 June 2021, whichever is the earlier, be authorised, for the purposes of the section 366 of the Act to:
THAT, in substitution for all existing unexercised authorities, the Directors of the Company be generally and unconditionally authorised for the purposes of section 551 of the Act to exercise all the powers of the Company to allot shares in the Company, or to grant rights to subscribe for or to convert any security into shares in the Company:
and so that the Directors of the Company may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, or the requirements of any relevant regulatory body or stock exchange in, any territory or any other matter, such authorities to expire (unless previously renewed, varied or revoked) at the conclusion of the 2021 AGM or 30 June 2021, whichever is the earlier but, in each case, so that the Company may make offers and enter into agreements before the authorities expire which would, or might, require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of these authorities and the Directors of the Company may allot shares or grant rights to subscribe for or convert any security into shares under any such offer or agreement as if such authorities had not expired.
THAT, in substitution for all existing unexercised authorities and subject to the passing of Resolution 16, the Directors of the Company be generally empowered, pursuant to sections 570 and 573 of the Act, to allot equity securities (as defined in section 560(1) of the Act) in the Company for cash pursuant to the authorities conferred by Resolution 16 and/or to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Act. This power:
THAT, in addition to any authority granted under Resolution 17 and subject to the passing of Resolution 16, the Directors of the Company be generally empowered, pursuant to sections 570 and 573 of the Act, to allot equity securities (as defined in section 560(1) of the Act) in the Company for cash pursuant to the authorities conferred by Resolution 16 and/or to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Act. This power:
THAT the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of 10 pence each in the capital of the Company, subject to the following conditions:
THAT a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.
By Order of the Board
By Order of the Board:
Simon Watson Group Company Secretary 9 April 2020
Due to the Coronavirus 'Stay at Home Measures' if you would like to ask a question about the business to be discussed at the AGM in advance of the meeting, please send your questions to the Group Company Secretary by email to [email protected].
Shareholders present will be able to raise any questions they may have on the 2019 Annual Report and Accounts prior to this resolution being voted on. The 2019 Annual Report and Accounts is available to view on the Company's website at https://www.justgroupplc.co.uk/investors/results-and-presentations.
In accordance with the provisions of the Act, shareholders will be invited under Resolution 2 to approve the Directors' Remuneration Report for the year ended 31 December 2019.
The Directors' Remuneration Report on pages 80 to 96 of the 2019 Annual Report and Accounts gives details of the Directors' remuneration for the year ended 31 December 2019. For the purposes of Resolution 2, the Directors' Remuneration Report does not include that part of the report that contains the Directors' Remuneration Policy. This Resolution gives the shareholders the opportunity to cast an advisory vote on the Directors' Remuneration Report. No Director's remuneration is conditional upon the passing of this resolution.
The Directors' Remuneration Policy on pages 84 to 89 of the 2019 Annual Report and Accounts sets out the Company's proposed policy on Directors' remuneration. The vote on the revised Directors' Remuneration Policy is binding in that the Company may not make a remuneration payment or payment for loss of office to a person who is, is to be, or has been a Director unless that payment is consistent with the approved Directors' Remuneration Policy, or has otherwise been approved by a resolution of shareholders. The Remuneration Committee Chair has highlighted the key changes from the current policy approved by shareholders in 2017, in the Chair's statement set out in the Directors' Remuneration Report. The proposed changes reflect good practice and the Committee believes that the new policy is in the best interests of all stakeholders and particularly shareholders.
Shareholder approval must be renewed at least every three years, so consequently a remuneration policy will be put to shareholders again no later than the AGM taking place in 2023 (or sooner if there are changes required within the Directors' Remuneration Policy). Subject to obtaining shareholder approval, the revised Directors' Remuneration Policy will take effect immediately after the end of the AGM on 14 May 2020 and will supersede the policy approved in 2017.
Andy Parsons and Michelle Cracknell will stand for election at this year's AGM following their appointments to the Board in January 2020 and March 2020, respectively. In accordance with the provisions of the UK Corporate Governance Code 2018, all other Directors will retire and offer themselves for re-election at the AGM.
The Board, supported by the work carried out by the Nomination Committee, is actively engaged in succession planning. Board composition is regularly reviewed to ensure that the Board retains its effectiveness. In light of the work carried out over the last year and the evaluation of the effectiveness of the Board and its Committees, the Chair confirms that each Director continues to perform effectively and demonstrates commitment to his or her role.
Each of Paul Bishop, Ian Cormack, Steve Melcher, Keith Nicholson, Clare Spottiswoode and Michelle Cracknell are considered by the Board to be Independent Non-Executive Directors. The Chair, supported by the Board and Nomination Committee, considers that each of the Non-Executive Director's experience and performance meet the demands of the business in line with the strategy of the Company, and confirms that the contribution of each Non-Executive Director concerned is, and continues to be, important to the Company's long-term sustainable success.
The relevant skills and experience, and the contribution made by each Director, are set out in the individual biographies of Directors standing for election or re-election on pages 10 to 12 in this Notice of AGM.
All Directors are recommended by the Board for election or re-election.
Following a tender process undertaken in 2019, the Audit Committee recommends the appointment of PricewaterhouseCoopers LLP as the Company's Auditor, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company. More information can be found in the Audit Committee Report on pages 72 to 77 of the Annual Report and Accounts.
In accordance with current best practice, Resolution 14 is a separate resolution, which authorises the Audit Committee to determine the remuneration of the Company's Auditor.
For the purposes of this authority the terms "political donation", "political parties", "independent election candidates", "political organisation" and "political expenditure" have the meanings given by sections 363 to 365 of the Act. Part 14 of the Act restricts companies from making donations to political parties, other political organisations or independent election candidates and from incurring political expenditure, in each case without shareholders' consent. It is not proposed or intended to alter the Company's policy of not making such donations or incurring such expenditure. However, it may be that some of the activities of the Company and its subsidiaries may fall within the potentially broad definitions used in the Act and, without the necessary authorisation, this could inhibit the Company's ability to communicate its views effectively to political audiences and to relevant interest groups.
Accordingly, the Company believes that the authority contained within Resolution 15 is necessary to allow it and its subsidiaries to fund activities, which are in the interests of shareholders. Such authority will enable the Company and its subsidiaries to ensure that they do not unintentionally commit a technical breach of the Act. Resolution 15 does not purport to authorise any particular donation or expenditure but is expressed in general terms as required by the Act and is intended to authorise normal donations and expenditure.
Any political donation or expenditure which may be incurred under authority of this resolution will be disclosed in next year's Annual Report and Accounts. It is the Company's intention to seek renewal of this authority on an annual basis. If passed, the authority will expire at the conclusion of the 2021 AGM or 30 June 2021, whichever is the earlier.
The Directors currently have the authority to allot ordinary shares in the capital of the Company and to grant rights to subscribe for or convert any securities into shares in the capital of the Company, up to a maximum aggregate nominal amount of £69,005,444. This authority was obtained at the 2019 AGM and is due to expire at the end of the forthcoming AGM.
The guidelines of the Investment Association ("IA") on directors' authority to allot shares state that IA members will regard as routine an authority to allot up to two thirds of the Company's existing issued share capital, provided that any amount in excess of one third of the Company's existing issued share capital is applied to fully pre-emptive rights issues only. The Board considers it appropriate that the Directors should continue to have this authority to allot shares in the capital of the Company. In light of the IA's guidelines, this would mean authorising the Directors to allot ordinary shares in the capital of the Company up to a maximum aggregate nominal amount of £69,006,904 (representing approximately two thirds of the Company's issued ordinary share capital as at 2 April 2020, being the last practicable date before publication of this document).
If passed, the authority will expire at the conclusion of the 2021 AGM or 30 June 2021, whichever is the earlier.
The Directors have no present intention of exercising the authority granted pursuant to this Resolution 16. However, the Directors consider it appropriate to maintain the flexibility that this authority provides. The Company did not hold any shares in treasury as at 2 April 2020 (the latest practicable date before the publication of this document).
If the Directors wish to allot new ordinary shares and other equity securities (within the meaning of the Act), or sell treasury shares, for cash (other than in connection with an employees' share scheme), the Act requires that these shares are offered first to existing shareholders in proportion to their existing equity holdings. There may be circumstances, however, when it is in the interests of the Company to be able to allot new equity securities, or sell treasury shares, for cash other than on a pre-emptive basis. The Directors have no present intention of exercising the authority in this Resolution 17, but consider it appropriate to allow the Company flexibility to finance business opportunities by the issue of shares or sale of treasury shares, or to conduct a pre-emptive offer or rights issue, without the need to comply with the strict requirements of the statutory pre-emption provisions contained in the Act.
The purpose of Resolution 17 is to authorise the Directors to allot new ordinary shares or other equity securities pursuant to the authority given in Resolution 16, or sell treasury shares, for cash (a) in connection with a pre-emptive offer or rights issue or (b) otherwise up to an aggregate nominal value of £5,175,518 (representing 5% of the total issued share capital of the Company as at 2 April 2020, being the last practicable date before publication of this document), in each case without the shares first being offered to existing shareholders in proportion to their existing equity holdings.
Such authority, if given, will expire at the conclusion of the 2021 AGM or 30 June 2021, whichever is the earlier.
The purpose of Resolution 18 is to authorise the Directors to allot new ordinary shares or other equity securities pursuant to the authority given in Resolution 16 or sell treasury shares, for cash, up to an aggregate nominal value of £5,175,518 (representing 5% of the total issued share capital of the Company as at 2 April 2020, being the last practicable date before publication of this document), without the shares first being offered to existing shareholders in proportion to their existing holdings. If given, such authority shall be in addition to the authority in Resolution 17.
However, this additional authority is to be used only in connection with financing, or refinancing (if the authority is used within six months after the original transaction) an acquisition or specified capital investment (of a kind contemplated by the Pre-Emption Group's Statement of Principles, as updated in March 2015) which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.
Such authority, if given, will expire at the conclusion of the 2021 AGM or 30 June 2021, whichever is the earlier.
The Board intends to adhere to the provisions in the Pre-Emption Group's Statement of Principles, and not allot equity securities for cash on a non-pre-emptive basis pursuant to the authorities in Resolution 17 and Resolution 18, in excess of an amount equal to 7.5% of the total issued share capital of the Company (excluding treasury shares) within a rolling three-year period, without prior consultation with the Company's shareholders, other than in connection with an acquisition or specified capital investment (of a kind contemplated by the Pre-Emption Group's Statement of Principles) which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. The Directors have no present intention of exercising this authority, but consider it desirable to have the flexibility to use it should opportunities arise.
The Directors are of the opinion that it would be advantageous for the Company to be in a position to purchase its own shares through the London Stock Exchange should market conditions and price justify that action. The authority limits the maximum number of shares that could be purchased to 103,510,357 (representing approximately 10% of the Company's issued share capital as at 2 April 2020, being the last practicable date before publication of this document) and sets minimum and maximum prices at which shares may be purchased by the Company under this authority. If approved, the authority will expire at the conclusion of the 2021 AGM or 30 June 2021, whichever is the earlier. The Directors have no present intention of exercising this authority. The authority would be exercised only if the Directors believed that to do so would have a positive effect on earnings per share and would be in the interests of the Company and of its shareholders generally. Any purchases of ordinary shares would be by means of market purchases on a recognised investment exchange.
A listed company purchasing its own shares may hold those shares in treasury and make them available for re-sale as an alternative to cancelling them. Accordingly, if this resolution is passed, the Company will have the option of holding, as treasury shares, any of its own shares that it purchases pursuant to the authority conferred. This would give the Company the ability to sell treasury shares quickly and cost-effectively and provide the Company with additional flexibility in the management of its capital base. No dividends are paid on, and no voting rights are attached to, shares held in treasury. The Company did not hold any shares in treasury as at 2 April 2020, being the last practicable date before publication of this document but it is intended that any shares which are purchased under this authority will be held in treasury, rather than being cancelled.
Shareholders' approval is sought for the renewal of the Company's authority to buy back its own ordinary shares in the market as permitted by the Act.
Under the Act, the notice period required for general meetings of the Company is 21 days, unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. Approval of a shorter notice period of not less than 14 clear days was granted by resolution of the Company at the 2019 AGM. To preserve this ability, Resolution 20 seeks renewal of the approval for a notice period of not less than 14 clear days to apply to general meetings. It is intended that the shorter notice period would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. Should a shorter notice period be used, an electronic voting facility will be provided.
Annual General Meetings will continue to be held on at least 21 clear days' notice.
If given, the approval will be effective until the Company's 2021 AGM or 30 June 2021, whichever is the earlier.
At the date of this document, the Board of Directors of the Company comprises of:
Chair Chris Gibson-Smith
Andy Parsons
All of the Directors (other than Andy Parsons and Michelle Cracknell, who joined the board on 1 January 2020 and 1 March 2020 respectively) have been subject to a Board evaluation procedure in the last 12 months, which included a review of the effectiveness of the Directors. Following that procedure, the Nomination Committee has confirmed the continuing commitment and effective contribution of the Directors to the sustainable success of the Company and the Board recommends that each of the Directors be elected or re-elected as set out. Further biographical details and the effective contribution of each Director to the long-term sustainable success of the Company are set out below.
The Directors' biographies on pages 56 to 59 of the 2019 Annual Report and Accounts provide more information about the experience of each of the Directors.
Committee membership: Group Nomination Committee (Chair), Group Remuneration Committee, Group Risk and Compliance Committee
Chris Gibson-Smith was appointed Chair of Just Group plc in April 2016. He previously served as Chair of Partnership Assurance Group plc from April 2013 until April 2016.
Chris brings over 47 years' business experience across a wide range of industries. This includes over 40 years of cumulative FTSE main board experience, 27 of which were as Chair. Chris currently holds the role of Vice Chair of UBS Investment Bank as of July 2016. Chris was awarded the CBE for his services to the financial industry.
Chris brings considerable experience as a Chair a large proportion of which has been within the financial services. He has extensive experience as a listed company Chair, and uses his broad skills and knowledge to lead the Board and ensure that it operates effectively. The Board values Chris's considerable experience of engaging with key stakeholders, including major shareholders and regulators.
Following the announcement of the 2019 financial results, Chris announced his intention to stand down as Chair of the Board. Chris has agreed to stay on as Chair until a successor has been appointed and so has offered himself for re-election at the AGM.
Group Chief Executive Officer and Managing Director of the UK Corporate Business
David Richardson was appointed as Group Chief Executive Officer of Just Group plc on 19 September 2019, having previously held the role of Deputy Group Chief Executive Officer and Managing Director of the UK Corporate Business since April 2016. David was the Interim Chief Financial Officer of Just Group from 31 October 2018 until 1 January 2020. He was Chief Finance Officer of Partnership Assurance Group plc from February 2013 until April 2016.
Previously, David was Group Chief Actuary of the UK's largest closed life assurance fund consolidator, Phoenix Group, where he was responsible for restructuring the group's balance sheet and overall capital management. David is a Fellow of the Institute and Faculty of Actuaries and a CFA charter holder.
David has extensive experience in life assurance, pensions and financial services, and was appointed Chief Executive after an extensive search. He brings a wealth of knowledge to the Board, in particular with respect to the Group's businesses and the markets in which they operate, and provides strong and effective executive leadership of the Company. The Board values David's contribution to the Company's strategy including driving the implementation of the strategy throughout the business as well as his regular engagement with shareholders, the regulator and other stakeholders including the Group's employees.
Andy Parsons was appointed as Group Chief Financial Officer of Just Group plc on 1 January 2020.
Previously, Andy was Group Finance Director at LV= from June 2017 to December 2019, having held executive positions at several leading financial institutions. Andy is a Chartered Accountant.
This is the first time shareholders are being asked to elect Andy. Andy combines extensive experience of financial services and financial leadership, with a strong understanding of the markets that the Group operates in.
Committee membership: Group Risk and Compliance Committee (Chair), Group Audit Committee, Group Nomination Committee
Keith Nicholson was appointed as Senior Independent Director of Just Group plc in April 2016. He was previously Senior Independent Director of Just Retirement Group plc from October 2013 until April 2016.
Keith is Chair of Liberty Corporate Capital Limited, Liberty Mutual Managing Agency Limited and Liberty Mutual Insurance Europe SE. Keith is a chartered accountant.
Keith brings broad experience of the UK's financial services sector, including significant experience within UK insurance sector, having focused on the sector during his career at KPMG and thereafter through his non-executive directorships and chairmanships of other companies in the sector. His knowledge and contribution to strategy and oversight of risk management is respected by the Board. Keith's career, including recent and relevant experience of financial, accounting and internal control matters as well as his experience of chairing other companies, makes him qualified to chair the Group Risk and Compliance Committee and to act as Senior Independent Director. The Board benefits from Keith's effective chairmanship of the Group Risk and Compliance Committee, and his close working with the chairs of other Board committees on relevant matters, particularly the Group Audit Committee. As Senior Independent Director, Keith is leading the process to appoint a new Chair on behalf of the Board.
Independent Non-Executive Director
Committee membership: Group Audit Committee (Chair), Group Nomination Committee
Paul Bishop was appointed as a Non-Executive Director of Just Group plc in April 2016. He previously served as a Non-Executive Director for Partnership Assurance Group plc from May 2014 until April 2016.
Paul is currently a Non-Executive Director of the National House Building Council and the Police Mutual Assurance Society, and was appointed as Non-Executive Director of Zurich Assurance Limited on 8 March 2019. Paul is a Chartered Accountant.
Having spent the majority of his career at KPMG specialising in the insurance sector, with a particular focus on life insurance, Paul brings broad experience of the UK's financial services sector, including significant experience within the insurance sector to the Board. Paul's career, including recent and relevant experience of financial, accounting and internal control matters, makes him qualified to Chair the Audit Committee. The Board benefits from Paul's effective chairmanship of the Audit Committee, and his close working with the chairs of other Board committees on relevant matters, particularly the Group Risk and Compliance Committee. Paul made a significant contribution to the process to appoint new Auditors during 2019, leading the tender process on behalf of the Board and will ensure a smooth transition of Auditors in 2020. Paul also acts as the Board's whistleblowing champion.
Independent Non-Executive Director
Committee membership: Group Remuneration Committee (Chair), Group Nomination Committee, Group Risk and Compliance Committee
Ian Cormack was appointed as a Non-Executive Director of Just Group plc in April 2016. He previously served as Senior Independent Director for Partnership Assurance Group plc from May 2013 to April 2016.
Ian is currently a Non-Executive Director of the Royal Bank of Scotland plc (including the businesses of National Westminster Bank plc, Ulster Bank Limited, and NatWest Holdings Limited) and was appointed as a Non-Executive Director of the Foundation for Governance Research and Education on 10 June 2019.
Ian's extensive career including time as CEO of AIG Europe and his non-executive directorships of other large financial institutions bring a wealth of relevant experience to the Board. As well as his valuable contribution to the Board and its Committees, the Board benefits from Ian's broad knowledge and understanding of remuneration issues which he brings to his role as Chair of the Remuneration Committee, and his broad experience of engagement with major shareholders and regulators on topics relevant to the work of the Remuneration Committee, including the new Remuneration Policy to be proposed at the 2020 AGM.
Independent Non-Executive Director
Committee membership: None as at the date of the Notice of AGM
Michelle Cracknell was appointed as a Non-Executive Director of Just Group plc on 1 March 2020.
Michelle Cracknell was Chief Executive of The Pensions Advisory Service between October 2013 and December 2018, and a Director of Lighthouse Group between September 2016 and May 2019. In addition to the Just Group, Michelle is a Non-Executive Director of Fidelity International Holdings, a Trustee of the Lloyds Bank Pension Funds and a Non-Executive Director and Chair of the Audit & Risk Committee of Pension Bee.
This is the first AGM that shareholders will be asked to elect Michelle. Michelle was appointed after an extensive process which was led by the Nomination Committee. Michelle has key experience in later life benefits which is a key business area for the Group, as well as having recent and relevant financial services experience at Board level including as Chief Executive and as a Non-Executive Director. In addition, in line with the Group's Diversity Policy, the appointment of Michelle brings greater diversity to the Board as a whole, contributing to better board decision making by ensuring the Board reflects the wider environment in which it operates.
Committee membership: Group Audit Committee, Group Remuneration Committee, Group Risk and Compliance Committee
Steve Melcher was appointed as a Non-Executive Director of Just Group plc in April 2016. He was Non-Executive Director of Just Retirement Group plc from May 2015 until April 2016.
Steve has a portfolio of Non-Executive Directorship roles, including as a Non-Executive Director of Allianz Re in Dublin and as Chair of Euler Hermes Pension Fund. He is also an executive mentor which takes him inside many different industries. Steve is Chair of HUB Financial Solutions Limited and HUB Pension Solutions Limited.
The Board benefits from Steve's extensive commercial and financial services experience from his career, including his time as CEO, which brings valuable insight to the Board and Committees of which he is a member. Steve was elected as the Non-Executive Director responsible for workforce engagement during 2019 and has spent time engaging with employees across the Group in its offices in London, Reigate and Belfast and feeding back to the Board.
Independent Non-Executive Director
Committee membership: Group Audit Committee, Group Risk and Compliance Committee
Clare Spottiswoode was appointed as a Non-Executive Director of Just Group plc in April 2016. She was Non-Executive Director of Partnership Assurance Group plc from October 2014 to April 2016.
Clare is a mathematician and economist by training; in June 2010, she was appointed by HM Treasury to the Independent Commission on Banking (The Vickers Commission). She is also a Non-Executive Director of BW Offshore Limited, British Management Data Foundation, Gas Strategies Group Limited and Gas Strategies Holdings Limited.
The Board benefits from Clare's wide knowledge of the financial services sector and all-round contribution to the work of the Board and its committees. Her varied career experience including an advocate for policyholders and time leading a UK regulator brings a different and respected perspective to Board discussions. Clare has served as a board committee chair elsewhere and has a strong understanding of the skills and attributes required in that role, including effective liaison with the chairs of other board committees. Clare has chaired sub-committees of the Board, as and when required including the Regulatory Oversight Committee and built effective relationships with the Group's regulators.
The appointment of a proxy in each case must be received by the Company's registrar by no later than 10:00am on Tuesday 12 May 2020 (or, in the case of an adjournment, not later than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned meeting).
Should the current Stay at Home Measures be withdrawn, the Board would welcome shareholder attendance at the AGM as long as this was permitted by any other prevailing restrictions. We would urge all of our shareholders to follow Government advice and take sensible precautions when considering whether or not to attend the AGM. At the present time it would seem unlikely that the Government will change its advice to those people who are at a higher risk of severe illness from Coronavirus and therefore the Board would urge those people not to attend the AGM in any circumstances. A number of members of the Board fall into this category.
The following actions have been taken to involve all shareholders in the AGM at these difficult times:
For enquiries about shareholdings, including dividends and lost share certificates, please contact the Company's registrars:
Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA
Tel: 0371 384 2787 Textel: 0371 384 2255 (for hard of hearing) Lines are open from 8:30am to 5:30pm (London time), Monday to Friday. International shareholders Tel: +44 121 415 0096
Shareholders are encouraged to elect to receive shareholder documents electronically by registering with Shareview at www.shareview.co.uk.
Shareholders who have registered will be sent an email notification whenever shareholder documents are available on the Company's website. When registering, shareholders will need their shareholder reference number which can be found on their share certificate or Form of Proxy.
Information on how to manage shareholdings can be found on the help page at www.shareview.co.uk. It provides the following:
If the answer to a question is not included in the information provided, shareholders can send enquiries via secure email from these pages. A form will need to be completed, together with a shareholder reference number, name, address and email address, if desired.
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