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JLT Jardine Lloyd

1,914.00
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Jardine Lloyd LSE:JLT London Ordinary Share GB0005203376 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1,914.00 1,914.00 1,916.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Jardine Lloyd Thompson Group PLC 2017 Annual Report and 2018 AGM Notice (6896I)

23/03/2018 7:30am

UK Regulatory


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RNS Number : 6896I

Jardine Lloyd Thompson Group PLC

23 March 2018

23 March 2018

Jardine Lloyd Thompson Group PLC (the "Company")

Annual Report and Financial Statements 2017 and Notice of Annual General Meeting 2018

Further to the release of its Preliminary Results Announcement on 28 February 2018, the Company announces that it has today published its Annual Report and Financial Statements for the year ended 31 December 2017. In addition, the Company announces that its Notice of Annual General Meeting 2018 has been sent to shareholders. The Annual General Meeting will be held at The St Botolph Building, 138 Houndsditch, London EC3A 7AW at 12 noon on Tuesday, 1 May 2018.

The Company's Annual Report and Financial Statements 2017 and the Notice of Annual General Meeting 2018 can be viewed on the Company's website www.jlt.com/investors.

In accordance with Listing Rule 9.6.1R, copies of the following documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm:

   --     Annual Report & Financial Statements for the year ended 31 December 2017; 
   --     Notice of Annual General Meeting 2018; and 
   --     Proxy Form for the Annual General Meeting 2018. 

The Company's preliminary consolidated financial information; information on important events that occurred during the year, and their impact on the financial statements; and details of related parties transactions that took place in the year were included in the Company's Preliminary Results Announcement made on 28 February 2018. That information, together with the information set out below, which is extracted from the Annual Report and Financial Statements 2017, constitute regulated information, which is to be communicated to the media in full unedited text through a Regulatory Information Service in accordance with the FCA's Disclosure Guidance and Transparency Rules ("DTR"), Rule 6.3.5R. This announcement is not a substitute for reading the full Annual Report and Financial Statements 2017. Page and note references in the text below refer to page numbers and references in the Annual Report and Financial Statements 2017. To view the Preliminary Results Announcement, visit the Company's website www.jlt.com/investors.

   Enquiries:           Darren Lennark 

Group Company Secretary

Jardine Lloyd Thompson Group PLC

138 Houndsditch

London

EC3A 7AW

   Telephone:        +44 (0)20 7528 4444 
   LEI Number:       213800XRWB6SDDCZZ434 

PRINCIPAL RISKS & UNCERTAINTIES

The principal risks faced by the Group are summarised in the table below.

 
Risks                    Nature of Risk                                                Mitigation 
-----------------------  ------------------------------------------------------------  ------------------------------------------------------------ 
STRATEGIC RISKS 
--------------------------------------------------------------------------------------------------------------------------------------------------- 
 Economic Instability   JLT's business is driven more by economic 
                         activity and growth than by (re)insurance                       *    Global business operations diversified across a broad 
                         market rates, since greater levels of                                range of territories and industry sectors. 
                         corporate activity generally drive greater 
                         demand for the Group's services. There 
                         is a risk that economic instability reduces                     *    Well funded balance sheet and access to liquidity. 
                         client demand. 
 
                                                                                         *    Annual strategy review at Board and Group Executive 
                                                                                              Committee. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 Strategy &             Strategy: there are risks to the Company's 
  Change Management      strategic plan arising from changes in                          *    Annual strategy review by the Board and the Group 
                         the external environment, such as markets                            Executive Committee. 
                         (e.g. consolidation), customer behaviour 
                         (e.g. disintermediation), technology 
                         (e.g. disruptive technologies) and political                    *    Formal three year strategic planning process for 
                         developments such as Brexit, as well                                 every business revised annually, which includes 
                         as risks arising from acquisitions, strategic                        consideration of material risks to the business plan. 
                         change initiatives and the execution 
                         of the Company's strategy. 
                                                                                         *    Acquisition due diligence and risk assessment 
                                                                                              processes. 
 
 
                                                                                         *    Brexit - Investments made to strengthen operations in 
                                                                                              Europe to reduce potential impact on serving clients 
                                                                                              and the access to markets in the EU. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
                       Change management: JLT is an agile organisation 
                        that seeks to ensure it maximises opportunities                  *    Programme governance over strategic change 
                        for the benefit of clients and other                                  initiatives. 
                        stakeholders, and is well controlled 
                        and resilient. There is a risk that the 
                        appetite of the Group for change exceeds 
                        its capability and capacity to deliver 
                        and absorb change(s) effectively. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 Reputation             JLT recognises the strategic importance 
                         and value                                                        *    Formal recruitment processes and employee vetting. 
                         of its reputation and takes a wide range 
                         of measures to protect it. Damage to 
                         reputation can potentially occur as a                            *    Client & third party due diligence and governance. 
                         result of any principal risk crystallising. 
                         At a macro level there is a risk of reputational 
                         impact arising from the conduct of employees                     *    Sanctions/anti money laundering screening. 
                         and parties we work with in the course 
                         of our business, falling outside of our 
                         values, policies and expectations.                               *    Market security due diligence. 
 
 
                                                                                          *    Group Procurement function with supplier screening 
                                                                                               process. 
 
 
                                                                                          *    Group crisis management team, plan, reputational 
                                                                                               management plan and public relations agency. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 OPERATIONS RISKS 
--------------------------------------------------------------------------------------------------------------------------------------------------- 
 Business               Loss of physical site: the Group operates 
 Interruption            from over                                                        *    Dedicated Group Business Continuity Management 
                         100 offices in 41 territories across                                  function that provides oversight of plans and 
                         the world, with a number of key strategically                         solutions, and co-ordinates responses to events. 
                         important sites. There is a risk of a 
                         business interruption due to a large, 
                         unexpected incident.                                             *    Detailed Group Business Continuity policy and 
                                                                                               procedures for each business unit. 
 
 
                                                                                          *    Regular independent review and testing of business 
                                                                                               continuity plans. 
---------------------  -------------------------------------------------------------- 
                        Loss of IT: The Group is reliant on the 
                         ability to process                                              *    Group Procurement function with supplier screening 
                         its transactions on behalf of its clients.                           process. 
                         Risks arise from non-performance or failure 
                         of IT, whether in-house or from an outsourcing 
                         provider/IT supplier, malicious act and/or                      *    Formal contracts and service level agreements in 
                         cyber-crime, and internal operational                                place with all outsourcing providers or IT suppliers. 
                         issues. 
 
                                                                                         *    Dedicated IT Security function. 
 
 
                                                                                         *    Monitoring of compliance with Group IT Security 
                                                                                              policy and service level agreements. 
 
 
                                                                                         *    Regular IT disaster recovery plan testing by each 
                                                                                              business unit. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 PEOPLE RISKS 
--------------------------------------------------------------------------------------------------------------------------------------------------- 
 Loss of Key            The Group's principal asset is its people; 
  Staff/ Teams           there is a risk that the organisation                           *    Distinctive entrepreneurial, collaborative and team 
                         may not be able to attract and                                       oriented culture and environment. 
                         retain market leading talent. 
 
                                                                                         *    Effective staff reward and retention strategies. 
 
 
                                                                                         *    Effective staff appraisal and development programmes. 
 
 
                                                                                         *    Succession planning processes. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 IT RISKS 
--------------------------------------------------------------------------------------------------------------------------------------------------- 
 Information            Intermediaries and pension administrators 
  Security &             process and retain confidential data                            *    Risk based monitoring and reviews performed by Group 
  Cyber                  in the normal course of business. Risks                              Information Security and Group Internal Audit. 
                         relate to loss of customer records or 
                         breach of confidentiality due to inadequate 
                         security and other                                              *    Regular reporting to business Audit and Risk 
                         key controls.                                                        Committees. 
 
 
                                                                                         *    IT platform security - Data Loss Prevention tools and 
                                                                                              processes, firewall, identity and access management, 
                                                                                              network access controls, network and security event 
                                                                                              monitoring, penetration testing, and server 
                                                                                              maintenance. 
 
 
                                                                                         *    Mobile device encryption; restrictions on USB devices 
                                                                                              and access to personal email. 
 
 
                                                                                         *    Non-Technical and Technical Group Information 
                                                                                              Security policies and standards and all staff 
                                                                                              training. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 LEGAL AND COMPLIANCE RISKS 
--------------------------------------------------------------------------------------------------------------------------------------------------- 
 Data Privacy           Risks arising from non-compliance with 
                         or misinterpretation of local or international                  *    Group-wide information classification schema. Regular 
                         data privacy regulation/legislation.                                 reviews of highly confidential data and corresponding 
                                                                                              controls and protections. 
 
 
                                                                                         *    Group Data Protection policy and training for all 
                                                                                              staff. 
 
 
                                                                                         *    Data loss prevention tools and processes. 
 
 
                                                                                         *    Mobile device encryption; restrictions on USB device, 
                                                                                              and access to personal email. 
 
 
                                                                                         *    Records Management policy including retention and 
                                                                                              archiving. 
 
 
                                                                                         *    Technical Group IT Security policies and standards. 
 
 
                                                                                         *    Formal General Data Protection Regulation (GDPR) 
                                                                                              implementation programme. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 E&O claims             Intermediaries run a risk of incurring 
                         a loss if the operating procedures in                            *    Common operating procedures and compliance policy in 
                         place across the Group in relation to                                 each business. 
                         market security, placement and claims 
                         are not complied with or alleged negligence/breach 
                         of contract in the provision of services/advice                  *    Staff training in errors and omissions avoidance. 
                         becomes apparent. 
 
                                                                                          *    Central and regional risk and compliance monitoring. 
 
 
                                                                                          *    Strong procedural and systems controls. 
 
 
                                                                                          *    Quality assurance programmes. 
 
 
                                                                                          *    Professional indemnity insurance programme. 
 
 
                                                                                          *    Market security processes, monitoring and Insurer 
                                                                                               Impairment Plan. 
 
 
                                                                                          *    A global policy of proportionate liability capping 
                                                                                               wherever practicable. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 Litigation             Litigation risk can arise from a number 
 (Non E&O litigation)    of different sources such as:                                    *    Dedicated Legal and M&A function with oversight 
                          *    M&A litigation (e.g. breach of Sale & Purchase                  responsibilities. 
                               Agreement); 
 
                                                                                          *    Staff training in HR policies and procedures. 
                          *    breach of employment law; and 
 
                                                                                          *    Formal recruitment processes based upon HR and legal 
                          *    tortious liability arising from the recruitment of              advice. 
                               individuals. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 Competition/           Engagement in anti-competitive/anti-trust 
  Anti-trust             practices could result in infringement                           *    Group Competition Risk policy. 
                         of competition/anti-trust laws and regulations. 
 
                                                                                          *    Staff training and awareness in competition laws and 
                                                                                               regulations. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 Bribery and            Risks relating to the engagement in corrupt 
  Corruption             practices could result in a breach of                            *    Group Anti-bribery & Corruption policies (including 
                         bribery & corruption legislation and                                  Gift and Entertainment and Third Party Payments & 
                         regulation.                                                           Approvals policies). 
 
 
                                                                                          *    Client & third party due diligence and governance. 
 
 
                                                                                          *    Staff training and awareness in anti-bribery and 
                                                                                               corruption laws and regulations. 
 
 
                                                                                          *    Segregation of duties. 
 
 
                                                                                          *    Operating Procedures manuals. 
 
 
                                                                                          *    System and payment controls. 
 
 
                                                                                          *    Group Financial Crime team oversight. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 Regulatory             The Group's footprint brings with it 
                         an increasingly complex regulatory landscape                    *    Dedicated first and second line of defence compliance 
                         to be anticipated and managed. There                                 functions. 
                         is a risk that JLT may fail to take into 
                         consideration the requirements leading 
                         to legal and/or regulatory breach.                              *    Group Compliance policies and staff training 
                         Risk can also arise from a regulator                                 programmes on regulatory topics. 
                         conducting a review 
                         of past business activities which causes 
                         it to revise its view of the product/proposition                *    Regulatory monitoring programmes. 
                         and could result in regulatory sanction, 
                         fines and remediation costs. 
                                                                                         *    Quality Assurance programmes. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 Sanctions              As a global company supporting international 
                         clients, brokers run the risk of engaging                        *    Group Sanctions policy. 
                         with sanctioned territories and/or individuals/entities 
                         which could give 
                         rise to a breach in sanctions/export                             *    Systems screening and sweeping. 
                         control orders. 
 
                                                                                          *    Staff training and awareness on sanctions risk and 
                                                                                               compliance obligations. 
 
 
                                                                                          *    Operating Procedures manuals. 
 
 
                                                                                          *    System controls. 
 
 
                                                                                          *    Group Financial Crime team oversight. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 FINANCIAL 
  RISKS 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 Liquidity/Financing    Risk that the Group is not able to meet 
                         its obligations when they fall due, or                           *    Multiple banking facilities. 
                         can do so only at excessive cost. 
                         This risk may occur through: 
                          *    lack of undrawn credit facilities.                         *    Cash management processes. 
 
 
                          *    inability to obtain financing, including refinancing       *    Financial planning and forecasting. 
                               at maturity. 
 
                                                                                          *    Group Cash Management policy & process. 
                          *    breach of debt covenants. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 Foreign Exchange       The Group has foreign exchange exposures 
                         to:                                                              *    Prudent management of transactional currency 
                          *    risk arising from the need to convert currencies into           exposures through a structured hedging programme. 
                               GBP for reporting purposes; and 
 
                                                                                          *    Regular review and sensitivity analysis of currency 
                          *    risk arising from revenues and costs being                      translation impacts to financial reports. 
                               denominated in different currencies. 
 
                                                                                          *    Centralised hedging of material transactional 
                                                                                               exposures. 
 
 
                                                                                          *    Reporting and auditing of hedging and exposures. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 Counterparty           Counterparty risk can arise for JLT from 
                         two key sources:                                                *    Board approved Investment and Counterparty policy to 
                          *    Banks: risk of loss of own cash, fiduciary funds,              limit the concentration of funds and exposure with 
                               investments & deposits, derivative assets & trade              any one counterparty. 
                               receivables as a result of bank failure. 
 
                                                                                         *    Defined Cash and Investments policy. 
 
 
                                                                                         *    Active management and monitoring of counterparty 
                                                                                              limits, financial strength and credit profile of key 
                                                                                              counterparties. 
 
 
                                                                                         *    Regular review by Board and Audit & Risk Committee of 
                                                                                              counterparty limits, ratings, credit default swap 
                                                                                              spread rates, utilisation levels and compliance with 
                                                                                              applicable regulation. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 
                          *    (Re)Insurers: JLT owes a duty of care to place             *    Market security due diligence. 
                               clients' business with security, which may reasonably 
                               be regarded as being sufficiently sound financially 
                               to meet potential claims as they may fall due. In the      *    Group Market Security team. 
                               event of insurer impairment, this could result in 
                               client detriment and damage to the broker/client 
                               relationship(s). Also, in the event of JLT having          *    Insurer Impairment Plan. 
                               been adjudicated not to have exercised reasonable 
                               endeavours to mitigate this risk, it could result in 
                               an E&O claim. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 Defined Benefit        Risk of adverse financial impact as a 
  Scheme liabilities     consequence of increase in the Defined                           *    Appropriate scheme investment strategy and 
                         Benefit Pension Scheme deficit.                                       diversification. 
 
 
                                                                                          *    Triennial actuarial valuations and regular trustee 
                                                                                               funding updates. 
 
 
                                                                                          *    Agreed deficit funding plan. 
 
 
                                                                                          *    Regular review of long term de-risking strategy. 
 
 
                                                                                          *    Regular scheme membership data verification. 
 
 
                                                                                          *    Effective independent trustee governance. 
 
 
                                                                                          *    Regular review of employer covenant. 
 
 
                                                                                          *    Regular monitoring and reporting of scheme asset 
                                                                                               performance and liability positions. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 Interest Rate          Risk of volatility of earnings and cash 
                         flows arising                                                    *    Group Treasury management of cash balances. 
                         from exposure to movements in interest 
                         rates. This may also impact the Defined 
                         Benefit Pension Scheme assets and liabilities.                   *    Interest rate hedging programme. 
 
 
                                                                                          *    Financial planning and forecasting. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 Financial              The risk of inaccurate accounting and 
  Reporting              reporting, internally and externally.                           *    Group Accounting policy. 
 
 
                                                                                         *    Attestation process for financial reporting. 
 
 
                                                                                         *    Financial reporting policy and procedures. 
 
 
                                                                                         *    Internal and external audit of financial controls and 
                                                                                              reports. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 Fraud                  Risks relating to the theft or misuse 
                         of JLT and                                                       *    Group Treasury policy, procedures & controls. 
                         client monies. 
 
                                                                                          *    IT system access management and restrictions. 
 
 
                                                                                          *    Segregation of duties. 
 
 
                                                                                          *    Segregation of client and company funds. 
 
 
                                                                                          *    Whistleblowing policy and hotline. 
 
 
                                                                                          *    Financial Crime team. 
---------------------  --------------------------------------------------------------  ------------------------------------------------------------ 
 
 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

In compliance with DTR 4.1.2.R, the Annual Report and Financial Statements 2017 contains a Directors' responsibility statement. This is reproduced below in line with DTR 6.3.5R. The statement relates to and is extracted from the Annual Report and Financial Statements 2017 and does not attach to the extracted information presented in this announcement or the Preliminary Results Announcement released on 28 February 2018.

The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group financial statements in accordance with International Financial Reporting Standards (IFRSs), as adopted by the European Union, and the parent Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).

Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company, and of the profit or loss of the Group and the Company for that period.

In preparing these financial statements, the Directors are required to:

   --     select suitable accounting policies and then apply them consistently; 
   --     make judgements and accounting estimates that are reasonable and prudent; 

-- state whether applicable IFRSs as adopted by the European Union have been followed for the group financial statements, and United Kingdom Accounting Standards, comprising FRS 101, have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements; and

-- prepare the financial statements on a going concern basis, unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose, with reasonable accuracy at any time, the financial position of the Company and the Group, and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and, hence, for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position, performance, business model and strategy. Each of the Directors whose names and functions are listed on pages 58 and 59 confirms that, to the best of their knowledge:

-- the Company financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law), give a true and fair view of the assets, liabilities, financial position and profit of the Company;

-- the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

-- the Strategic Report, contained in pages 2 to 55 of the Annual Report, includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.

[ends]

This information is provided by RNS

The company news service from the London Stock Exchange

END

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