AGM Information • Apr 6, 2021
AGM Information
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NOTICE OF ANNUAL GENERAL MEETING 11 MAY 2021
To ensure shareholder safety, shareholders will not be permitted to attend the Annual General Meeting in person. Shareholders are encouraged to submit their proxy voting instructions in advance of the meeting.
The Annual General Meeting will be held on Tuesday, 11 May 2021 at 10:00am at Enterprise House, Bancroft Road, Reigate, Surrey, RH2 7RP. However, due to the current UK Government guidance in respect of COVID-19 and our commitment to our shareholders' and employees' safety, the only people permitted to attend will be those required to form a quorate meeting and transact the formal business of the meeting. As a consequence, no other shareholders will be permitted to attend the meeting in person and will be refused entry. Shareholders are encouraged to submit their vote by proxy as early as possible and, in any event, by 10:00am on Friday, 7 May 2021.
Further information on meeting arrangements can be found on page 2.
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.
6 April 2021
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 Tuesday 11 May 2021 at 10:00am.
The notice of AGM ("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).
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. The Board values very highly the opportunity to meet shareholders in person at its AGM. However, due to the current UK Government restrictions on public gatherings to contain the COVID-19 pandemic, and mindful of public health concerns, shareholders will not be permitted to attend the meeting in person and will be refused entry. In order to comply with relevant legal requirements, the meeting will be convened with the minimum necessary quorum. The Board is disappointed that it has been necessary to make this decision but the safety of our shareholders, as well as our colleagues, is of paramount importance.
We are closely monitoring the evolving COVID-19 situation and will continue to have regard to all developments in advance of the meeting. If circumstances should change materially before the date of the meeting, we may adapt our proposed arrangements in accordance with UK Government guidelines. If these arrangements do change, we will notify any changes as early as possible before the date of the meeting. Shareholders should continue to monitor our website (at https://www.justgroupplc.co.uk/investors/shareholderinformation/agm) and our regulatory announcements for any updates in relation to the meeting.
In order to facilitate the best possible engagement with shareholders, given the circumstances, we intend to broadcast the AGM through Microsoft Teams and so there will be an opportunity for shareholders to see and hear a presentation on the performance of the Group in 2020 and ask questions via the messaging function on Teams during the meeting.
If you would like to attend the meeting via Microsoft Teams please email [email protected] by 10:00am on Friday 7 May 2021. You will receive an acknowledgement of your request and joining instructions shortly before the meeting.
Shareholders are encouraged to cast their vote by proxy as early as possible. Shareholders should appoint the Chair of the meeting (and not any named individual who will not be permitted to attend the meeting) to act as their proxy, otherwise the votes will be incapable of being cast. Proxy voting closes at 10:00am on Friday 7 May 2021 and you must place your proxy vote before then in order for your vote to be counted. This can be done electronically in accordance with note 5 in the notes to the Notice of AGM, or by returning a hard copy form of proxy ("Form of Proxy") by post. I would strongly encourage you to vote electronically if you can.
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.
If you would like to ask the Board a question, you can do so in the following ways: a) by sending, in advance of the meeting, your question to [email protected] and, where appropriate, responses will be given at the meeting and published at https://www.justgroupplc.co.uk/investors/shareholder-information/agm by 18 May 2021; or b) if you are attending the meeting via Teams, you can submit your question via the messaging function on Teams during the meeting.
The resolutions are standard matters that are normally dealt with at a listed company's AGM.
All of the Directors are standing for re-election at this year's AGM, except for myself (John Hastings-Bass) and Kalpana Shah. As we have been appointed since the last AGM we are standing for election. Biographical details of all Directors are provided in the explanatory notes to the relevant resolutions, and in the Annual Report and Accounts.
The Board comprises individuals with a broad range of relevant skills including extensive financial services experience which is valuable in supporting the Group achieve its strategic objectives. The Board has assessed the performance and time commitment of all of the Directors and recommends that shareholders vote in favour of these resolutions.
The Directors consider that all the resolutions to be put to the AGM (as set out on pages 4 to 6 in this Notice) 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.
Should you wish to view the 2020 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
John Hastings-Bass Chair
Just Group plc Switchboard: 01737 233296 www.justgroupplc.co.uk Registered Office: Enterprise House, Bancroft Road, Reigate, Surrey, RH2 7RP Registered in England and Wales number 8568957
Notice is hereby given that the 2021 Annual General Meeting of Just Group plc will be held at Just Group plc, Enterprise House, Bancroft Road, Reigate, Surrey, RH2 7RP on Tuesday 11 May 2021 at 10:00am to consider and, if thought fit, pass the resolutions set out below. Due to the current UK Government guidance in respect of the COVID-19 pandemic and our commitment to the safety of our shareholders and others, no shareholder (other than those required to form a quorum at the meeting) will be permitted to attend the meeting and will be refused entry.
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 2020 together with the Strategic Report, Directors' Report and the Auditor's Report on those Accounts (collectively "the 2020 Annual Report and Accounts") be and are hereby received.
THAT the Directors' Remuneration Report for the year ended 31 December 2020 be and is hereby approved.
THAT John Hastings-Bass be and is hereby elected as a Director of the Company.
THAT Kalpana Shah be and is hereby 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 Michelle Cracknell 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 Andy Parsons 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 re-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 2022 AGM or 30 June 2022, whichever is the earlier, be authorised, for the purposes of 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 2022 AGM or 30 June 2022, 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 6 April 2021
Due to the current UK Government guidelines which include restrictions on public gatherings to contain the COVID-19 pandemic, and mindful of public health concerns, (other than those required to form a quorum at the meeting) shareholders will not be permitted to attend the meeting in person and will be refused entry. Please see the Chair's letter on page 2 of this Notice or Note 22 for details of the meeting arrangements including how to submit your vote and how to ask questions about the business to be discussed at the meeting.
Shareholders present will be able to raise any questions they may have on the 2020 Annual Report and Accounts prior to this resolution being voted on. The 2020 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 2020.
The Directors' Remuneration Report on pages 78 to 92 of the 2020 Annual Report and Accounts gives details of the Directors' remuneration for the year ended 31 December 2020. 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.
John Hastings-Bass and Kalpana Shah will stand for election at this year's AGM following their appointments to the Board in August 2020 and March 2021, 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 John Hastings-Bass, Paul Bishop, Ian Cormack, Michelle Cracknell, Steve Melcher, Keith Nicholson, Kalpana Shah and Clare Spottiswoode is 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 meets 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.
The Board, on the recommendation of the Audit Committee, recommends the re-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.
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 2022 AGM or 30 June 2022, 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 £69,208,856. This authority was obtained at the 2020 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 £69,208,856 (representing approximately two thirds of the Company's issued ordinary share capital as at 26 March 2021, being the l ast practicable date before publication of this document).
If passed, the authority will expire at the conclusion of the 2022 AGM or 30 June 2022, 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 26 March 2021 (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 £5,190,664 (representing 5% of the total issued share capital of the Company as at 26 March 2021, 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 2022 AGM or 30 June 2022, 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 £5,190,664 (representing 5% of the total issued share capital of the Company as at 26 March 2021, 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 2022 AGM or 30 June 2022, 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 103,813,285 (representing approximately 10% of the Company's issued share capital as at 26 March 2021, 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 2022 AGM or 30 June 2022, 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 26 March 2021, 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 2020 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 2022 AGM or 30 June 2022, whichever is the earlier.
At the date of this document, the Board of Directors of the Company comprises:
Chair John Hastings-Bass
All of the Directors (other than Kalpana Shah who joined the Board on 1 March 2021) have been subject to an externally facilitated Board evaluation in the last 12 months, which included a review of the effectiveness of the Directors. Following the Board evaluation, 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 in the Notice of AGM. Further biographical details including information on the effective contribution of each Director to the long-term sustainable success of the Company are set out below.
John Hastings-Bass was appointed Chair of Just Group plc in August 2020.
John brings over 35 years of business experience in the insurance and reinsurance sectors and has undertaken the role of Chair in publicly quoted and privately owned businesses. He currently holds the role of Chair of BMS Group, the private equity backed global insurance banking group, and until 2017, was Chair of publicly quoted Novae Group plc.
John began his career in Hong Kong with Jardine Matheson in 1976. He moved to London and was latterly a JLT Group board director and CEO of International Business Group. He joined Arthur J. Gallagher in 2007, as Chairman of International Development, leading the Asia Pacific business. He joined the Board of the FTSE 350 listed Novae Group plc in May 2007 and became Chair in May 2008. He was appointed Non-Executive Chair of BMS Group in January 2015. John was appointed a Trustee of the Landmark Trust in 2016 and chairs the Audit Committee.
This is the first time that shareholders are being asked to elect John. John brings a wealth of commercial and insurance cross-sectoral experience, which has broadened and enriched the Board of the Company. This experience makes him well suited to the role of Chair enabling him to lead the Board of the Company and ensure its effectiveness.
Chair of the Nomination Committee.
Member of the Market Disclosure Committee, Group Risk and Compliance Committee, and Remuneration Committee. Director of Partnership Life Assurance Company Limited and Just Retirement Limited.
Group Chief Executive Officer and Managing Director of UK Corporate Business
David Richardson was appointed as Group Chief Executive Officer of Just Group plc on 19 September 2019.
He previously held the role of Deputy Group Chief Executive Officer and Managing Director of the UK Corporate Business from 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 Group Chief Executive Officer 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, regulators, employees and other stakeholders.
Member of the Market Disclosure Committee.
Director of Just Retirement Limited, Partnership Life Assurance Company Limited, Just Retirement Money Limited and Partnership Home Loans Limited.
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. His career in finance has spanned over 25 years, with particular expertise in life and general insurance. Prior to joining LV=, he held the roles of finance director, divisional risk officer and long-standing life, pensions and investment director for the insurance business of Lloyds Banking Group. He previously worked at Friends Life, AXA and Zurich Financial Services in a number of executive financial roles.
Andy combines extensive experience of financial services and financial leadership, with a strong understanding of the markets that the Group operates in.
Member of the Market Disclosure Committee.
Director of Just Retirement Limited, Partnership Life Assurance Company Limited, Just Retirement Money Limited and Partnership Home Loans Limited.
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 previously served as Chair of Liberty Corporate Capital Limited, Liberty Mutual Managing Agency Limited and Liberty Mutual Insurance Europe SE from 2011 to September 2020. He was Deputy Chair of The Equitable Life Assurance Society from August 2009 until December 2019, and was Deputy Chair of Wesleyan Assurance Society until September 2014. Keith was previously a partner at KPMG, where he led their UK insurance practice until he retired from the firm in March 2009.
Keith brings broad experience of the UK's financial services sector, including significant experience within the 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 regular engagement with the chairs of other Board committees on relevant matters, particularly the Group Audit Committee.
Chair of the Group Risk and Compliance Committee.
Member of the Group and subsidiary Audit Committees, Nomination and Market Disclosure Committees. Director of Just Retirement Limited, Partnership Life Assurance Company Limited, HUB Financial Solutions and HUB Pension Solutions Limited.
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 Zurich Assurance Limited. Previously, Paul served as a Non-Executive Director of the Police Mutual Assurance Society from 2017 to September 2020.
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 engagement with the chairs of other Board committees on relevant matters, particularly the Group Risk and Compliance Committee. Paul also acts as the Board's whistleblowing champion.
Chair of the Group and subsidiary Audit Committees, Just Retirement Money Limited Board and the Partnership Home Loans Limited Board.
Member of the Nomination Committee and the Just Retirement Limited & Partnership Life Assurance Company Limited Investment Committees. Director of Just Retirement Limited and Partnership Life Assurance Company Limited.
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 NatWest Holdings Limited, National Westminster Bank plc, the Royal Bank of Scotland plc, Ulster Bank Limited, and Non-Executive Director of the Foundation for Governance Research and Education. On 11 August 2020, Ian was appointed a Director of the Broadstone Acquisition Corporation.
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.
Chair of the Remuneration Committee.
Member of the Nomination Committee and Group Risk and Compliance Committee. Director of HUB Financial Solutions Limited, HUB Pension Solutions Limited, Just Retirement Money Limited, Partnership Home Loans Limited, Just Retirement Limited and Partnership Life Assurance Company Limited.
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.
Michelle has extensive 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 Officer and as a Non-Executive Director. Michelle was elected to join Steve Melcher as one of the Non-Executive Directors responsible for workforce engagement during 2020.
Member of the Remuneration Committee. Director of Just Retirement Limited and Partnership Life Assurance Company Limited.
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.
The Board benefits from Steve's extensive commercial and financial services experience from his career, including his time as Chief Executive Officer, which brings valuable insight to the Board and its committees of which he is a member. Steve continued to represent the Board as one of the Non-Executive Directors responsible for workforce engagement during 2020.
Chair of HUB Financial Solutions Limited and HUB Pension Solutions Limited.
Member of the Group Audit Committee, Group Remuneration Committee, Group Risk and Compliance Committee, and the Just Retirement Limited & Partnership Life Assurance Company Limited Investment Committees. Director of Just Retirement Money Limited, Partnership Home Loans Limited, Just Retirement Limited and Partnership Life Assurance Company Limited.
Kalpana Shah was appointed as a Non-Executive Director of Just Group plc on 1 March 2021.
Kalpana brings 30 years of business experience in the insurance and investment industry having started her career at the London Commodity Exchange and moving into insurance as Deputy to the Director of Underwriting at Groupama Gan. She was long-standing Group Chief Actuary and Partner at Hiscox until 2016. Kalpana has chaired and contributed to working parties for the Bank of England, Lloyd's of London, and the Bermuda Monetary Authority.
Kalpana is Chair of RiverStone Managing Agency, Senior Independent Director of RiverStone Insurance (UK), and Non-Executive Director of Asta Managing Agency and Markel International.
This is the first time that shareholders are being asked to elect Kalpana who was appointed after an extensive process led by the Nomination Committee. Kalpana's actuarial skills and knowledge of Solvency II, in addition to her 30 years' experience in the insurance industry, bring a complementary and independent voice to the Board.
Member of the Group Audit Committee and Group Risk and Compliance Committee. Director of Just Retirement Limited and Partnership Life Assurance Company Limited.
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 Xoserve Limited, Naftogaz Group, the British Management Data Foundation, Gas Strategies Group Limited and Gas Strategies Holdings Limited.
The Board benefits from Clare's extensive 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 served as Director General of Ofgas 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.
Member of the Group Audit Committee and Group Risk and Compliance Committee. Director of HUB Financial Solutions Limited, HUB Pension Solutions Limited, Just Retirement Limited and Partnership Life Assurance Company Limited.
The appointment of a proxy in each case must be received by the Company's registrar by no later than 10:00am on Friday 7 May 2021 (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).
Under section 319A of the Act, the Company must answer any question relating to the business being dealt with at the AGM which is put by a shareholder attending that meeting in person or by proxy, except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered or if to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information or if the answer has already been given on a website in the form of an answer to a question. In light of the Coronavirus situation, please refer to the Chair's letter on page 2 of this Notice of AGM for details on how to submit questions in advance and at the AGM.
In order to facilitate the best possible engagement with shareholders at these extraordinary times, the following arrangements have been made:
We are closely monitoring the evolving COVID-19 situation and will continue to have regard to all developments in advance of the meeting. If circumstances should change materially before the date of the meeting, we may adapt our proposed arrangements in accordance with UK Government guidelines and mindful of public health concerns. If these arrangements do change, we will notify any changes as early as possible before the date of the meeting. Shareholders should continue to monitor our website (at https://www.justgroupplc.co.uk/investors/shareholder-information/agm) and our regulatory announcements for any updates in relation to the meeting.
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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