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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 |
TIDMJLT
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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March 23, 2018 03:30 ET (07:30 GMT)
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