Just Car Clinics Group plc (“the Company”) is no longer listed on a recognised stock market and is therefore not required to comply with the provisions of the Combined Code. However, the maintenance of effective corporate governance is a  priority of the Board, which has established governance procedures and policies that are considered appropriate for the nature and size of the Just Car Clinics Group (“the Group”). This statement sets out how the principles of corporate governance are applied within the Group.

The Board of Directors, which is responsible for leading and controlling the Group, comprises the Non-executive Chairman and one other Non-executive Director, together with the Chief Executive and Finance Director. As a whole the Board has a wide breadth of experience and knowledge and the non-executive directors bring an independent element which carries significant weight in the Board’s decisions.

The Board meets on a regular basis and, whilst day to day management of the business is the responsibility of the operational management team, the Board is responsible for determining the policies and strategy of the Group and monitoring funding requirements and performance. Detailed budgets are set annually for all operating units and the Board monitors performance against these budgets on a monthly basis.

The Group operates within a clearly defined organisational structure with established responsibilities, authorities and reporting lines to the Board. The organisational structure has been designed in order to effectively plan, execute, monitor and control the Group’s objectives and to ensure that internal control becomes embedded in the operations.

Board authority is required for all significant capital expenditure and disposals, all changes to financing arrangements, new contracts outside the normal course of business and any investment or acquisition decisions.

The Board recognises that it is responsible for ensuring that the Group maintains a system of internal control which safeguards the shareholders’ investment and the Group’s assets and for reviewing its effectiveness. Such a system can only provide reasonable and not absolute assurance against material misstatement or loss, as it is designed to manage rather than eliminate the risk of failure to achieve business objectives.

Remuneration Committee

The Remuneration Committee comprises Ian Davis, as Chairman and David Hickey. The Committee advises the Board on the overall remuneration package of the executive directors. The remuneration package of the non-executive directors is determined by the Board as a whole, excluding the relevant director.

The Company’s policy on directors’ remuneration is to attract, retain and motivate high quality executives capable of achieving the Company’s objectives and increasing shareholder value. In determining the levels of remuneration the Committee makes reference to both individual performance and to current remuneration levels offered by comparable companies within the sector.

The service contracts of the directors require a notice period of one year and for executive directors contain specific restrictions on soliciting the business or employees of the Group for a period of six months after termination of employment. The Remuneration Committee considers that the notice periods are appropriate in order to ensure continuity of the business.