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JTC Jtc Plc

833.00
-11.00 (-1.30%)
Last Updated: 12:42:10
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Jtc Plc LSE:JTC London Ordinary Share JE00BF4X3P53 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -11.00 -1.30% 833.00 832.00 834.00 834.00 829.00 830.00 12,782 12:42:10
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Unit Inv Tr, Closed-end Mgmt 257.52M 21.82M 0.1318 63.20 1.38B

JTC PLC Annual Financial Report and Notice of AGM (8235W)

21/04/2023 7:00am

UK Regulatory


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TIDMJTC

RNS Number : 8235W

JTC PLC

21 April 2023

21 April 2023

JTC PLC

(the "Company" and together with its subsidiaries "JTC" or the "Group")

Annual Financial Report and Notice of AGM

Further to the release of the Company's final results announcement on 11 April 2023, JTC announces that it has published its 2022 Annual Report and Accounts and Notice of 2023 Annual General Meeting. The following documents are being distributed or made available to shareholders electronically today, Friday 21 April 2023:

   -      2022 Annual Report and Accounts 
   -      Notice of 2023 Annual General Meeting 
   -      Form of Proxy for the 2023 Annual General Meeting 

In compliance with Listing Rule 9.6.1 copies of the above documents will be submitted to the National Storage Mechanism and will be available at its website once this process is complete: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Copies of the 2022 Annual Report and Accounts and the Notice of 2023 Annual General Meeting are available from the Registered Office of the Company (JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA) and will shortly be available to view and download from the Company's website: www.jtcgroup.com/investor-relations/

Participation and Voting at the AGM

The Company's 2023 Annual General Meeting will be held at 9:30am on Tuesday 23 May 2023 at JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA.

Shareholders are encouraged to appoint a proxy in order to vote on the matters being considered at 2023 Annual General Meeting. Shareholders may appoint a proxy via the CREST electronic proxy appointment service or by completing a Proxy Form to be lodged with Company's Registrar, Computershare Investor Services (Jersey) Limited, by post or electronically via the internet no later than 9.30am on 19 May 2023.

Shareholders are also encouraged to submit any questions they may have for the Board before the 2023 Annual General Meeting by emailing agm@jtcgroup.com by no later than 11 a.m. on 16 May 2023. Please include the Shareholder's name and Shareholder Reference Number (which can be found on the share certificate or proxy form) in your email. Answers to the questions on key themes will be published on the Company's website ( www.jtcgroup.com/investor-relations ) on 18 May 2023.

Information required under Disclosure Guidance and Transparency Rule 6.3.5

In accordance with DTR 6.3.5, additional information is set out in the appendices to this announcement. The information contained in the appendices, which is extracted from the 2022 Annual Report and Accounts, is included solely for the purposes of complying with DTR 6.3.5. The information should be read in conjunction with the Final Results Announcement, released on 11 April 2023. This announcement and the Final Results Announcement together constitute the material required by DTR 6.3.5 to be communicated to the media in unedited full text. This material is not a substitute for reading the full 2022 Annual Report and Accounts. Page numbers and notes in the following appendices refer to page numbers and notes in the 2022 Annual Report and Accounts.

For further information, please contact:

Miranda Lansdowne

JTC PLC

+44 1534 700 000

Miranda.Lansdowne@jtcgroup.com

Appendices

A - Principal and Emerging Risks and Uncertainties

B - Directors' responsibility statement

C - Dividend Declaration

Enquiries

   JTC PLC                                                                       +44 (0)1534 700 000 

Miranda Lansdowne

   Camarco                                                                      +44 (0)20 3757 4985 

Geoffrey Pelham-Lane

Georgia Edmonds

Sam Morris

About JTC

JTC is a publicly listed, global professional services business with deep expertise in fund, corporate and private client services. Every JTC person is an owner of the business and this fundamental part of our culture aligns us with the best interests of all our stakeholders. Our purpose is to maximize potential and our success is built on service excellence, long-term relationships and technology capabilities that drive efficiency and add value.

www.jtcgroup.com

Forward Looking Statements

This announcement may contain forward looking statements. No forward looking statement is a guarantee of future performance and actual results or performance or other financial condition could differ materially from those contained in the forward looking statements. These forward looking statements can be identified by the fact they do not relate only to historical or current facts. They may contain words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "projected", "expect", "estimate", "intend", "plan", "goal", "believe", "achieve" or other words with similar meaning. By their nature forward looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of these influences and factors are outside of the Company's control. As a result, actual results may differ materially from the plans, goals and expectations contained in this announcement. Any forward looking statements made in this announcement speak only as of the date they are made. Except as required by the FCA or any applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement.

APPIX A - Principal and Emerging Risks and Uncertainties

The following description of the principal and emerging risks and uncertainties that the Company faces is extracted from the 2022 Annual Report and Accounts (pages 49 - 53):

JTC operates a Risk Register that aims to categorise its risks across six key (Level 1) risk types and 18 (Level 2) sub-risks. In reviewing these categories of risk, we have identified what we believe are the principal risks.

A principal risk is a risk or combination of risks we have assessed as having the capacity to seriously affect the performance, future prospects or reputation of the Group. These will include risks we consider could threaten our business model, future performance, solvency or liquidity.

In addition, as part of our horizon-scanning activities we also identify risks that are not yet considered to be principal risks, but we identify as emerging risks - those that may, in time, pose a threat to the Group's business model. We have outlined these at the end of the section, and they include employee wellbeing, third-party data compromise and the emerging global threat of climate change.

The Group's principal risks are periodically re-examined and reported by the Chief Risk Officer to the Governance and Risk Committee with an assessment on (i) their impact if they were to occur and (ii) the likelihood of occurrence, together with a description of the controls and mitigation in place to manage those controls and any actions deemed necessary by the risk owner to further reduce the assessed residual risk.

 
 LEVEL 1                                            LEVEL 2 
 Primary, overarching risk elements, containing     Represents the cohorts of specific risks JTC is     Principal risk 
 SIX components                                     exposed to 
                                                   --------------------------------------------------  --------------- 
 1. STRATEGIC                                       Acquisition                                                      P 
                                                   --------------------------------------------------  --------------- 
                                                    Competitor and client demand                                     P 
                                                   --------------------------------------------------  --------------- 
                                                    Strategy                                                         P 
                                                   --------------------------------------------------  --------------- 
 2. FINANCIAL                                       Performance of business                                          P 
                                                   --------------------------------------------------  --------------- 
                                                    Earnings (fx) 
                                                   --------------------------------------------------  --------------- 
                                                    Impairment 
                                                   --------------------------------------------------  --------------- 
                                                    Financing 
                                                   --------------------------------------------------  --------------- 
 3. OPERATIONAL                                     Client & process                                                 P 
                                                   --------------------------------------------------  --------------- 
                                                    Business continuity 
                                                   --------------------------------------------------  --------------- 
                                                    Data security                                                    P 
                                                   --------------------------------------------------  --------------- 
 4. POLITICAL/REGULATORY                            Listing rules 
                                                   --------------------------------------------------  --------------- 
                                                    Political/regulation                                             P 
                                                   --------------------------------------------------  --------------- 
                                                    Financial crime                                                  P 
                                                   --------------------------------------------------  --------------- 
 5. LEGAL                                           Litigation/contractual 
                                                   --------------------------------------------------  --------------- 
                                                    Fiduciary                                                        P 
                                                   --------------------------------------------------  --------------- 
 6. HUMAN RESOURCES                                 Adequate resources                                               P 
                                                   --------------------------------------------------  --------------- 
                                                    Retention 
                                                   --------------------------------------------------  --------------- 
                                                    Key person 
                                                   --------------------------------------------------  --------------- 
 

Our principal risks are reported gross (before mitigating controls)

 
 STRATEGIC RISK                             OPERATIONAL RISK              LEGAL RISK 
  1 Acquisition                              5 Client & Process            9 Fiduciary 
  2 Competitor & Client demand 3 Strategy    6 Data Security 
 FINANCIAL                                  POLITICAL & REGULATORY RISK   HUMAN RESOURCES RISK 
  4 Performance of Business                  7 Political Regulation        10 Adequate Resources 
                                             8 Financial Crime 
                                           ----------------------------  ----------------------- 
 

Principal Risks

The Group's current principal risks are the risks we are managing now that could stop us achieving our strategic objectives:

 
      PRINCIPAL RISK (RISK     POTENTIAL CAUSES                                              KEY MITIGATION MEASURES                                        TIMESCALE 
      OWNER) 
 1    ACQUISITION RISK                                                                                                                                      This risk 
      (Group Chief Executive     *    Inadequate due diligence                                 *    Strict due-diligence process, including JTC             will 
      Officer)                                                                                      subject-matter experts and third-party assessments by   diminish 
      The risk that                                                                                 experienced external advisors                           over time 
      acquisitions do not        *    Economic misjudgement                                                                                                 as each 
      achieve intended                                                                                                                                      acquisition 
      objectives, give rise                                                                    *    Appropriate scrutiny and challenge from Group           is 
      to ongoing or              *    Lack of strategic clarity                                     Development Committee, Group Holdings Board and         integrated, 
      previously                                                                                    Non-Executive Directors                                 but current 
      unidentified                                                                                                                                          strategic 
      liabilities, disrupt       *    Ineffective or delayed integration                                                                                    intentions 
      operations and divert                                                                    *    Established and tested integration strategy agreed      are likely 
      senior management time                                                                        prior to acquisition with robust post-acquisition       to cause 
      and attention.             *    Unpredicted changes to external environment                   governance                                              this risk 
      Inorganic growth in                                                                                                                                   category to 
      2022 was limited to                                                                                                                                   remain as a 
      the acquisition of New                                                                   *    Experienced management team                             principal 
      York Private Trust                                                                                                                                    risk. 
      Company. 
                                                                                               *    Shared ownership to align interests and deferred 
                                                                                                    consideration 
 
 
                                                                                               *    Insurance run-off cover 
 
 
                                                                                               *    Vendor representations and warranties (backed by 
                                                                                                    insurance where appropriate) 
     -----------------------  ------------------------------------------------------------  -------------------------------------------------------------  ------------ 
 2    COMPETITOR AND CLIENT                                                                                                                                 This risk 
      DEMAND RISK                *    'Black swan' events (e.g. pandemic)                     *    Chief Commercial Officer appointed to Group Holdings     is largely 
      (Group Chief Executive                                                                       Board                                                    influenced 
      Officer)                                                                                                                                              by external 
      The risk of failing to     *    Competitor actions                                                                                                    factors and 
      anticipate client                                                                       *    Group Holdings Board responsibility for identifying      is 
      demand or to innovate                                                                        forthcoming requirements in respect of digital and       therefore 
      in line with key           *    Political trends                                             business systems investment and continually              likely to 
      competitors,                                                                                 considering emerging threats due to market conditions,   remain a 
      or advancing                                                                                 taking mitigating action as appropriate                  continuous 
      technology or              *    Economic conditions                                                                                                   principal 
      regulatory/political                                                                                                                                  risk. 
      change may lead to                                                                      *    Group Holdings Board responsibility for identifying 
      significant loss of        *    Market conditions                                            and prioritising product innovation 
      potential 
      or existing business. 
      JTC operates in a          *    Regulatory changes                                      *    Commercial Enterprise Forum to assess, prioritise, 
      competitive and                                                                              de-risk and commercialise opportunities 
      fast-paced global 
      market requiring a         *    Technological changes 
      responsive approach 
      to client demand and 
      behaviour, competitor 
      activity, innovation, 
      economic and 
      regulatory changes 
      and geopolitical 
      events. 
     -----------------------  ------------------------------------------------------------  -------------------------------------------------------------  ------------ 
 3    STRATEGY RISK                                                                                                                                         Strategic 
      ( Group Chief              *    Operation outside of risk appetite                       *    Overarching strategy is set every three to five years   risk is an 
      Executive Officer)                                                                            and progress is periodically re-examined                ongoing 
      The risk that                                                                                                                                         risk for 
      inadequate strategic       *    Product or service failure                                                                                            any 
      decisions or failure                                                                     *    Strategy regularly reviewed and challenged by Board     business 
      to execute the set                                                                            and, as a listed entity, subject to investor and        and 
      strategy has a             *    Senior management or leadership changes                       third-party scrutiny                                    therefore 
      detrimental impact on                                                                                                                                 is likely 
      Group operations,                                                                                                                                     to remain 
      clients and market         *    Legal or regulatory challenges                           *    Strategy drives annual business planning process and    as a 
      confidence.                                                                                   performance-based targets                               continuous 
      Alternatively, the                                                                                                                                    principal 
      Group's strategy           *    Lack of understanding of a new jurisdiction                                                                           risk. 
      brings excessive risks                                                                   *    Risk-taking and aversion in pursuit of strategic 
      to the business or                                                                            objectives is balanced through the setting and 
      does not sufficiently                                                                         overseeing of the Group Risk Appetite 
      align to 
      changing market 
      conditions or client 
      requirements, such 
      that sustainable 
      growth, market share 
      or profitability is 
      affected. 
      The Group continues to 
      pursue its strategy of 
      organic and inorganic 
      growth with a 
      particular 
      focus on building our 
      presence in the United 
      States, Ireland, 
      Luxembourg and the UK. 
     -----------------------  ------------------------------------------------------------  -------------------------------------------------------------  ------------ 
 4    BUSINESS PERFORMANCE                                                                                                                                  Business 
      RISK                       *    Inadequate budgeting and forecasting                    *    Budgets set annually and agreed with Divisional Heads,   performance 
      (Group Chief Executive                                                                       Jurisdictional Managing Directors and P&L account        risk is an 
      Officer)                                                                                     owners                                                   ongoing 
      The risk that the          *    Unpredicted costs or losses                                                                                           risk for a 
      Group does not meet                                                                                                                                   business, 
      its financial                                                                           *    Monthly reporting and KPIs that help monitor             especially 
      forecasts or does not      *    Lack of information provided to brokers and analysts         performance against performance assumptions and          for a 
      achieve the provided                                                                         targets. Active review by Group Holdings Board           quoted 
      market guidance.                                                                             together with PLC Board                                  business. 
      JTC is listed on the                                                                                                                                  This risk 
      London Stock Exchange                                                                                                                                 is 
      and subject to market                                                                   *    CEO and CFO regular engagement with analysts to          therefore 
      consensus expectations                                                                       inform external market guidance                          likely to 
      that                                                                                                                                                  remain as a 
      can influence                                                                                                                                         continuous 
      shareholder value.                                                                      *    Insurance cover for losses                               principal 
                                                                                                                                                            risk. 
     -----------------------  ------------------------------------------------------------  -------------------------------------------------------------  ------------ 
 5    CLIENT AND PROCESS                                                                                                                                    Client and 
      RISK                       *    Failure to apply policies and follow procedures          *    Strict adherence to policy and procedures including     process 
      (Group Divisional                                                                             business acceptance and periodic reviews, with          risk 
      Heads)                                                                                        appropriate escalation for higher-risk clients          remains a 
      The risk of the Group      *    Failure to follow codes of conduct                                                                                    continuous 
      taking on the wrong                                                                                                                                   principal 
      type of clients, or                                                                      *    Established Terms of Business, template customer        risk for 
      the Group or the           *    Failure of managerial oversight                               agreements and Legal review of tailored agreements      the 
      client's actions                                                                                                                                      business. 
      during the client 
      life-cycle leads to        *    Failure to adequately train and develop employees        *    Regular staff training and awareness initiatives 
      losses, failed 
      strategic objectives, 
      reputational damage,       *    Failure to identify and remediate identified issues      *    Established reporting and escalation process with 
      poor customer service           promptly                                                      review by boards and committees as appropriate 
      and employee 
      frustration and 
      potentially regulatory     *    Inadequate policies and procedures                       *    Independent client and Compliance monitoring review 
      censure. The risk                                                                             programme 
      of failing to clearly 
      define service 
      provision or fulfil a                                                                    *    Promoting a robust risk and compliance culture across 
      role expertly. The                                                                            the Group 
      risk that lack 
      of relevant process or 
      incorrect,                                                                               *    Ensuring quality administration and compliance 
      inconsistent, or                                                                              resource in each jurisdiction plus internal legal 
      untimely execution of                                                                         counsel support as appropriate 
      processes or internal 
      change leads to a 
      material operational                                                                     *    Well established Recommendation for Signing process 
      error and the 
      consequential adverse 
      impact.                                                                                  *    Three-lines model for assurance and controls 
                                                                                                    including Internal Audit ("IA") 
 
 
                                                                                               *    Well understood and defined Risk Escalation processes 
 
 
                                                                                               *    Accessible policy and procedure framework 
     -----------------------  ------------------------------------------------------------  -------------------------------------------------------------  ------------ 
 6    DATA SECURITY RISK                                                                                                                                    Data 
      (Group Chief Executive     *    Unauthorised data transfer                               *    Defined and audited IT procedures                       security 
      Officer)                                                                                                                                              risk 
      The risk of a security                                                                                                                                remains a 
      breach including           *    Malware                                                  *    External security assessment conducted annually         continuous 
      cyber-attacks by                                                                                                                                      principal 
      destructive forces                                                                                                                                    risk for 
      from both internal         *    Financial theft                                          *    System access controls including least privilege        the 
      and external sources,                                                                         access model                                            business. 
      leading to loss of 
      confidentiality and        *    Denial-of-service attacks 
      integrity of data.                                                                       *    Dedicated Senior IT Security Manager and Team 
      The sophistication of 
      cyber threats is           *    Cyber phishing attacks 
      constantly evolving;                                                                     *    Training including compulsory online Security 
      criminals will seek to                                                                        Awareness courses for all employees 
      exploit                    *    Network service failures 
      changes in working 
      environments e.g.                                                                        *    Alignment to industry security standards 
      remote-working             *    Employee error 
      practices. A 
      substantial cyber                                                                        *    Review of data security procedures and controls as 
      event could                *    Malicious employee intent                                     part of the annual ISAE 3402 Report 
      be detrimental to 
      JTC's clients as well 
      as erode market and        *    Security breach of client data or systems                *    Access to group systems and data is granted on a 
      regulator confidence.                                                                         need-to-know basis and least privileged 
 
 
                                                                                               *    Industry-leading solutions for end-point management, 
                                                                                                    anti-virus, data loss prevention, Privilege Access 
                                                                                                    Management and secure email communications 
     -----------------------  ------------------------------------------------------------  -------------------------------------------------------------  ------------ 
 7    POLITICAL/REGULATION                                                                                                                                  Political 
      RISK                       *    Geopolitical uncertainty                                 *    Specialist risk and compliance staff with the skills    and 
      (Group Chief Executive                                                                        needed to monitor and report on strategic outlook and   regulation 
      Officer)                                                                                      the impact of change                                    risk is 
      The risk that the JTC      *    Regional or global standards or requirements with                                                                     expected to 
      business operating              disproportionate impact                                                                                               remain a 
      model is adversely                                                                       *    Review by appropriate boards and committees, and        continuous 
      affected by political                                                                         scanning of horizon for potential changes               principal 
      or regulatory              *    Political reaction to wide-scale data leaks and                                                                       risk for 
      changes which affect            associated negative press coverage                                                                                    the 
      the markets or                                                                           *    Comprehensive policies, procedures and processes in     business. 
      services we offer                                                                             operation within the Group that align to the 
      together with our          *    Balancing increased transparency requirements with            appropriate regulatory regimes. 
      client base.                    increased data protection legislation 
      Risk of exposure to 
      regulatory sanction                                                                      *    Embed (and continue to promote) a robust risk and 
      and subsequent             *    Challenge and cost of measuring, monitoring and               compliance culture across the Group from PLC Board 
      reputational damage             demonstrating good conduct as well as meeting new             down through the organisation. 
      given a failure                 requirements 
      to follow regulatory 
      laws, orders and codes                                                                   *    Ensuring appropriate compliance resource in each 
      of practice                *    Keeping pace with rapid regulatory change and                 jurisdiction 
      requirements.                   reporting requirements 
      As the regulatory 
      environment continues                                                                    *    Compliance monitoring programme in place 
      to develop, we expect 
      a continuing global 
      trend of                                                                                 *    Training employees to be aware of changing 
      increased regulatory                                                                          regulations 
      scrutiny and 
      intervention for all 
      regulated businesses                                                                     *    Involvement with trade associations and government 
      including trustee,                                                                            bodies to understand direction and influence outcome 
      fund and corporate 
      service providers. The 
      Group is well 
      positioned to comply 
      with relevant 
      requirements and to be 
      able to operate in 
      this changing 
      regulatory 
      environment. 
     -----------------------  ------------------------------------------------------------  -------------------------------------------------------------  ------------ 
 8    FINANCIAL CRIME RISK                                                                                                                                  Financial 
      (Group Divisional          *    Poor culture                                             *    Comprehensive policies, procedures and processes in     crime risk 
      Heads)                                                                                        operation within the Group that are specifically        is expected 
      The risk of the Group                                                                         drafted for AML/CFT purposes                            to remain a 
      operating inadequate       *    Inadequate awareness training                                                                                         continuous 
      systems, procedures                                                                                                                                   principal 
      and controls that fail                                                                   *    The hiring of capable employees in each jurisdiction    risk for 
      to prevent                 *    Poor Know Your Client processes                               that undertake the key person roles (e.g. Compliance    the 
      the administration of                                                                         Officer and Money Laundering Reporting Officer)         business. 
      client structures that 
      are exposed to             *    Inadequate record keeping 
      financial crime.                                                                         *    Frequent mandatory staff training and awareness 
      (NOTE: Financial Crime                                                                        initiatives and CPD requirements 
      Risk includes money        *    Deficient screening processes 
      laundering, terrorist 
      and proliferation                                                                        *    Compliance monitoring testing programme in place 
      financing,                 *    Lack of a risk-based approach 
      sanctions, fraud, 
      bribery and corruption                                                                   *    Access to external consultants and databases to 
      and tax evasion            *    AML/CFT arrangements not tailored to business                 enable daily ongoing monitoring and in depth 
      risks).                         profile/characteristics                                       enquiries on clients as appropriate 
      This is an area where 
      there is intense 
      regulatory attention       *    Procedural failures                                      *    Established Business Risk Assessment (BRA) process 
      and scrutiny. The                                                                             which is subject to periodic Board review 
      Group is committed 
      to the highest             *    Failure to report suspicious activity on a timely 
      standards of ethical            basis 
      behaviour and operates 
      in a manner designed 
      to deter and 
      prevent financial 
      crime risk. There is 
      focused oversight and 
      monitoring of 
      financial crime 
      risks, and adherence 
      to both internal 
      financial crime 
      policies and 
      regulatory 
      obligations. 
     -----------------------  ------------------------------------------------------------  -------------------------------------------------------------  ------------ 
 9    FIDUCIARY RISK                                                                                                                                        Fiduciary 
      (Group Divisional          *    Breach of duty                                           *    Strict policies, procedures and processes in            risk is an 
      Heads)                                                                                        operation within the Group (particularly risk           endemic 
      The risk of breaching                                                                         escalation and recommendation for signing policy)       feature of 
      fiduciary duties,          *    Failure to act in accordance with constitutional                                                                      JTC 
      including failing to            documents or service agreement                                                                                        business 
      safeguard client                                                                         *    Qualified and experienced staff operating within        operations 
      assets, can                                                                                   '4-eyes' control parameter                              and is 
      be harmful to the          *    Failing to exercise reasonable care, skill and                                                                        expected to 
      Group's reputation and          diligence                                                                                                             remain 
      could become subject                                                                     *    Continuous training programme and CPD requirement       a 
      to high-value                                                                                                                                         continuous 
      litigation. There          *    Failure to declare interests of manage conflicts                                                                      principal 
      is also the risk in                                                                      *    JTC does not provide legal or tax advice to its         risk. 
      failing to clearly                                                                            clients 
      define the Group's         *    Making impartial judgements 
      role in providing 
      services to a                                                                            *    Significant insurance cover 
      client structure or 
      service vehicle or a 
      failure to fulfil the 
      role expertly. 
      JTC operates a 
      comprehensive set of 
      controls to prevent 
      risk materialising in 
      relation to 
      its fiduciary duties. 
      A change in the market 
      conditions causing 
      lower valuations of 
      higher-risk 
      investments, could 
      change risk exposures 
      and fiduciaries may 
      begin to experience 
      increased 
      regulatory scrutiny 
      and litigation with 
      regard to 
      responsibilities. 
     -----------------------  ------------------------------------------------------------  -------------------------------------------------------------  ------------ 
 10   ADEQUATE RESOURCES                                                                                                                                    Adequate 
      RISK                      *    Uncompetitive remuneration                                *    Dedicated in-house human-resource recruitment           resourcing 
      (Group Chief Operating                                                                        capability with detailed understanding of business      risk is 
      Officer)                                                                                      needs and local market environment                      expected to 
      The risk of failure to    *    Unappealing working environment and inadequate                                                                         be a 
      attract or retain the          support                                                                                                                continuous 
      best people with the                                                                     *    Recruitment strategy to enhance and bolster teams,      principal 
      right capabilities                                                                            succession planning and employee value proposition      risk. 
      across                    *    Lack of adequate succession planning 
      all levels and 
      jurisdictions.                                                                           *    JTC ensures that the remuneration package is 
      The repercussions of      *    Failure to invest in appropriate and timely talent             competitive in the marketplace and benchmarks with 
      the global pandemic            development                                                    peer group 
      have significantly 
      altered the workplace 
      and the                   *    Failure to identify roles most important to achieving     *    Management monitoring of capacity and work loads 
      employment market in           strategic aims 
      many jurisdictions. 
      Remote-working                                                                           *    Shared ownership scheme embedded across the business 
      practices initiated       *    Failure to identify the required skills for key roles 
      during early lockdown 
      measures have been                                                                       *    JTC encourages a strong management culture where 
      embraced into             *    Insufficient focus on attitude and motivation and              talent management and people development is a core 
      business-as-usual              alignment with JTC's vision and values                         focus 
      flexible working 
      arrangements utilising 
      the Group's existing                                                                     *    Pre-employment screening 
      strong technology 
      capabilities. 
      Regretted attrition is                                                                   *    Internal and PLC Remuneration committee 
      carefully monitored in 
      view of changes in 
      employee attitudes,                                                                      *    Staff access to Academy (Training), Gateway 
      skills                                                                                        (International Transfers) and wellbeing programs 
      shortages and 
      inflationary pressures 
      that have the                                                                            *    Flexible working arrangements 
      potential to be 
      disruptive to the 
      Group's 
      workforce. 
      JTC continues to focus 
      on employee 
      satisfaction 
      (launching an employee 
      survey during 2022), 
      succession planning 
      and personal 
      development, including 
      supporting 
      professional 
      qualifications. 
     -----------------------  ------------------------------------------------------------  -------------------------------------------------------------  ------------ 
 

EMERGING TOPICS AND RISKS

As standard procedure, we consider topics or risks on an ongoing basis that may have unpredictable and uncontrollable outcomes directly or indirectly (via our clients) on the Group that we do not yet consider to be principal risks, but may, over time, pose a threat to our business model. Some of these topics or risks may be interconnected and remain under review over a sustained multi-year period whereas others may be short-lived.

Global Macroeconomic

Global macroeconomic developments and geopolitical tensions heightened by the conflict in Ukraine, high inflation, higher interest rates, the energy crisis, supply chain shortages and the risk of a global economic downturn all point to a greater fragility that has the potential to slow investment and global growth. Whilst the Group is unable to control these risks we remain vigilant to their impact and react accordingly e.g. to attract and retain talent in a competitive employment market beset by wage inflation.

Environment and Social

There is an increase in stakeholder expectations around the provision of services to sensitive sectors, fair and balanced disclosures relating to environmental targets and scrutiny around greenwashing set amongst a fragmentation in the pace and scale of ESG regulation around the world which adds complexity in managing a global business. Whilst this scenario poses business opportunities for the Group, there are risks if the Group is required to align to new fragmented regulations quickly. We seek to manage these risks through our existing Group ESG Framework and the appointment in 2022 of our first Chief Sustainability Officer.

Regulatory Developments

Regulatory scrutiny and intervention remains a continuing feature in the markets where we are regulated. With many regulatory regimes subject to assessment by international standard setters, there remains a continual introduction of new regulations and regulatory powers that are considered necessary to meet the assessment standards causing an inevitable increase in the cost of compliance.

Failure of a jurisdiction to achieve an acceptable assessment rating can be detrimental to businesses operating in those jurisdictions.

Additionally, during 2022, measures aimed at improving corporate transparency were countered by a European Court judgement reinforcing an individual's right to privacy creating ongoing uncertainty in this area.

The Group seeks to mitigate these risks by proactive horizon scanning, actively engaging, where appropriate, with regulatory consultations, providing thought leadership to regulators/legislators and operating to the highest regulatory standards.

Data and Digital

Regulatory requirements and client expectations relating to data management and quality, including data protection and privacy, data sovereignty, the use of Artificial Intelligence (AI) and the ethical use of data are increasing. In some cases, regulation is also becoming more fragmented and complex, requiring more resources to ensure ongoing compliance.

Data protection risks are already recognised as a principal risk but remain on the increase driven by highly organised and sophisticated threat actors, with developments such as ransomware as a service.

We seek to mitigate these risks by ensuring our data protection standards are aligned to international standards and stakeholder expectations including specialist data protection systems and personnel, business continuity and incident response plans.

APPENDIX B - Directors' responsibility statement

The following directors' responsibility statement is extracted from the 2022 Annual Report and Accounts (page 97):

The directors also confirm that, to the best of their knowledge, the financial statements are prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole; and the Strategic report contains a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face. In addition, each of the directors considers 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 Group's position and performance, business model and strategy.

Approved by the Board on 6 April 2023 and signed on its behalf by:

MIRANDA LANSDOWNE

JOINT COMPANY SECRETARY

JTC (JERSEY) LIMITED, COMPANY SECRETARY

APPENDIX C - Dividend Declaration

The financial statements set out the results of the Group for the financial year ended 31 December 2022 and are shown on pages 103 to 141 of the 2022 Annual Report and Accounts. A final dividend of 6.88 pence per ordinary share is recommended by the Directors. Subject to approval at the 2023 Annual General Meeting, the dividend will be paid on 30 June 2023 to Shareholders who are on the Register of Members at the close on business on 2 June 2023. The shares will become ex-dividend on 1 June 2023. An interim dividend of 3.1 pence per ordinary share was paid on 21 October 2022.

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END

ACSGPUWPCUPWGMB

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April 21, 2023 02:00 ET (06:00 GMT)

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