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| 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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| -10.00 | -1.18% | 838.00 | 834.00 | 839.00 | 847.00 | 827.00 | 831.00 | 649,080 | 16:35:03 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Unit Inv Tr, Closed-end Mgmt | 257.52M | 21.38M | 0.1291 | 64.68 | 1.38B |
From Apr 2019 to Apr 2024
TIDMJTC
RNS Number : 5538W
JTC PLC
18 April 2019
18 April 2019
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Annual Report and Accounts and Notice of AGM
Following the release on 3 April 2019 of the Company's financial results for the year ended 31 December 2018 (the "Final Results Announcement"), the Company has published its full Annual Report and Accounts for the year ended 31 December 2018 (the "2018 Annual Report and Accounts") and the Notice of Annual General Meeting 2019 (the "2019 AGM Notice"), which is to be held at 10.30 am on Tuesday, 21 May 2019 at JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA (the "AGM").
Copies of the documents listed below have today been posted to shareholders:
1. 2018 Annual Report and Accounts 2. 2019 AGM Notice 3. Form of Proxy relating to the AGM
In accordance with Listing Rule 9.6.1 R of the UK Financial Conduct Authority, a copy of each of these documents has been submitted to the UK Listing Authority via the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
The 2018 Annual Report and 2019 AGM Notice will also be accessible later today via the Company's website at www.jtcgroup.com.
Information required under Disclosure Guidance and Transparency Rule 6.3.5
In accordance with Disclosure and Transparency Rule 6.3.5(2)(b), additional information is set out in the appendices to this announcement. The information contained in the appendices, which is extracted from the 2018 Annual Report, 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 3 April 2019. 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 2018 Annual Report. Page numbers and notes in the following appendices refer to page numbers and notes in the 2018 Annual Report.
For further information please contact:
Miranda Lansdowne
JTC (Jersey) Limited
Company Secretary
+44 1534 700 000
Miranda.Lansdowne@jtcgroup.com
APPIX A - Principal Risks and Uncertainties
The following description of the principal risks and uncertainties that the Company faces is extracted from the 2018 Annual Report (pages 30 - 34):
Risks and uncertainties
The Board acknowledges that it must be prepared to take a certain level of risk if the Group is to be successful in meeting its objectives, such risks are carefully considered, assessed and monitored to ensure they are proportionate and clearly aligned to the Group's strategic goals.
The Board has carried out a robust assessment of the principal and emerging risks and uncertainties which might prevent the Group from achieving its goal of long-term growth in revenue and shareholder returns.
The likelihood of risks actually materialising, the potential significance of the risks or of the scope of any potential harm to the Group's business, prospects, results of operation and financial position are first discussed, debated and challenged by senior management and the Group Risk Committee, then by the Audit & Risk Committee, and then presented to the Board identified as follows:
Hot Features
Premium
High MEDIUM CRITICAL (HIGH
RISK)
Low LOW HIGH IMPACT
LIKELIHOOD (LOW RISK)
----------- -----------------
Moderate Critical
IMPACT
The Board has agreed that the top risks to JTC will be presented in the Annual Report and Accounts as the "Principal Risks".
The risk taxonomy is represented by a two level architecture:
-- Level 1 is the primary overarching risk elements, containing six components
-- Level 2 represents the cohorts of specific risks that JTC is exposed to.
Level one Level two Mitigation
Legal
* Litigation / Contractual * Robust policies, procedures and processes in
operation within the Group (particularly risk
escalation policy)
* Fiduciary
* Qualified and experienced staff operating within a
"6-eyes" control parameter
* Utilisation of external counsel in all disputes where
appropriate
* Substantial PII cover
* The hiring of an experienced in-house legal team
* Free legal helpline with two international law firms
* Robust policies, procedures and processes in
operation within the Group
* JTC does not provide legal or tax advice to its
clients
* Continuous training programme
--------------------------------------------------------------- -----------------------------------------------------------------
Financial
* Performance of business * Ongoing monthly reporting and KPIs that help monitor
performance against performance assumptions and
targets
* Earnings (fx)
* Robust annual business planning and budget process
* Impairment
* Ongoing review of processes
* Financing
* Active cash management process including matching of
cash flows where possible
* Monitoring of f/x rates
* Robust due diligence process in place prior to
acquisitions being completed
* Regular impairment testing as per accounting rules
* Ongoing management and monitoring against performance
assumptions
* Cash management procedures in place
* Robust monitoring of loan covenants
--------------------------------------------------------------- -----------------------------------------------------------------
POLITICAL
/ REGULATORY * Listing Rules * Retention of specialist advisers
* Regulation * Deployment of staff dedicated to ensure compliance
* AML/CFT * Utilisation of NED expertise
* Product/jurisdictional diversification reduces impact
* Review by appropriate boards/committees and business
of horizon for potential changes
* Comprehensive policies, procedures and processes in
operation within the Group that align to the
appropriate regulatory regimes
* Promoting a robust risk and compliance culture across
the Group
* Ensuring appropriate compliance resource in each
jurisdiction
* Compliance monitoring programme in place
* Comprehensive policies, procedures and processes in
operation within the Group that are specifically
drafted for AML/CFT purposes
* The hiring of capable employees that undertake the
key person roles (e.g. Compliance Officer and Money
Laundering Reporting Officer)
* Frequent staff training / awareness initiatives
--------------------------------------------------------------- -----------------------------------------------------------------
HUMAN
RESOURCE * Adequate resources * Comprehensive policies, procedures and processes in
operation within the Group that are specifically
drafted for AML/CFT purposes
* Retention
* The hiring of capable employees that undertake the
* Key person key person roles (e.g. Compliance Officer and Money
Laundering Reporting Officer)
* Frequent staff training / awareness initiatives
* JTC ensures that the remuneration package is
competitive in the market place and benchmarks
against peer group
* Shared ownership scheme embedded across the business
* JTC encourages a strong management culture where
talent management and people development is a core
focus
* Coverage of roles - certain roles have been
identified as 'key' and a robust succession plan
within current staff pool is being developed
--------------------------------------------------------------- -----------------------------------------------------------------
OPERATIONAL
* Client * Robust policy and procedures including at 'take-on'
subject to regular review with appropriate escalation
for higher risk clients
* Process
* Frequent staff training / awareness initiatives
* Business continuity
* Established reporting and escalation process with
* Data Security Risk review by boards/committees as appropriate
* Independent client and compliance monitoring review
program
* Promoting a robust risk and compliance culture across
the Group
* Ensuring quality administration and compliance
resource in each jurisdiction plus internal legal
counsel support as appropriate
* Well established RFS process
* Evolution to a 'three lines of defence' assurance and
controls model
* Comprehensive policies, procedures and processes in
operation within the Group that are specifically
drafted for business continuity and IT security
purposes
* JTC run an active/active dual datacentre model,
across the Channel Islands, with one datacentre in
Jersey and another in Guernsey, this provides inter
island redundancy should either datacentre suffer
power or communication failure. The datacentres are
connected via four diverse and redundant network
links to allow for synchronous replication
* The ability to continue business in alternative
location if an issue arises in one jurisdiction, as
was implemented for the JTC BVI office in 2017
* Defined and audited IT procedures
* External security assessment conducted annually
* System access controls including least privilege
access model
* Dedicated Senior IT Security Manager
* Training including compulsory online Security
Awareness courses
* Review of data security procedures and controls as
part of the annual ISAE 3402 Report
--------------------------------------------------------------- -----------------------------------------------------------------
STRATEGIC
* Acquisition * Robust acquisition due diligence process including
3rd party assessments by well regarded accounting and
legal firms
* Competitor
* Governance and challenge from Non-Executive Directors
* Strategy
* Integration strategy in place prior to acquisition
* Integration committees established to manage
integration process
* Group Holdings Board responsibility for identifying
forthcoming requirements in respect of digital /
business systems investment
* GHB responsibility for identifying and prioritising
product innovation
* Strategy regularly reviewed and challenged by Board
respectively
* Strategy drives annual business planning process and
performance based targets
--------------------------------------------------------------- -----------------------------------------------------------------
REPUTATIONAL
* Regulatory sanction * Comprehensive risk management capability including
controls embedded within the procedural environment
* Public litigation
* Prompt and effective communication with all
stakeholders - regulators, shareholders, employees,
* Breaching sanctions, clients and suppliers
* Involvement in money laundering or the financing of * Strong and consistent enforcement and testing of
terrorism controls on governance, business and legal compliance
--------------------------------------------------------------- -----------------------------------------------------------------
Principal Risks and uncertainties
The Principal Risks JTC is exposed to are separately assessed and recorded on the Group Risk Register and Group Risk Assessment Matrix. The Chief Risk Officer reports to the Audit & Risk Committee, presenting the Group Risk Register and Group Risk Assessment Matrix, providing an assessment of the risk status based on the controls and mitigation.
The Principal risks and uncertainties, their mitigation and the evolution of risk during the year are set out below. They are consistent with those reported in the IPO Prospectus, although now include the potential impact of a disorderly Brexit.
Principal Risk Potential causes Mitigation IMPACT
1 Risk of a Critical
security * Data exfiltration * Defined and audited IT procedures / medium
breach risk
including
cyber-attacks * Malware * External security assessment conducted annually
from
destructive
forces leading * Financial theft * System access controls including least privilege
to loss of access model
confidentiality
and integrity * Denial of service attacks
of data. * Dedicated Senior IT Security Manager
* Cyber-physical attacks
* Training including compulsory online Security
Awareness courses
* Network service failures
* Review of data security procedures and controls as
* Employee error part of the annual ISAE 3402 Report
* Malicious employee intent * Robust business continuity planning
---------------- ---------------------------------------------------------------- ----------------------------------------------------------------- ---------
2 Risk of the Medium /
Group taking * Failure to apply policy and follow procedures * Robust policy and procedures including at take on low risk
on the wrong subject to regular review with appropriate escalation
type of for higher risk clients
clients, * Failure to follow codes of conduct
or the Group
or the clients * Frequent staff training / awareness initiatives
actions during * Failure to invest in appropriate and timely talent
the clients development
life cycle * Established reporting and escalation process with
leading to review by boards/committees as appropriate
losses, failed * Failure of managerial oversight
strategic
objectives, * Independent client and Compliance monitoring review
poor customer * Failure to adequately train and develop employees program
service and
employee
frustration * Promoting a robust risk and compliance culture across
and potentially the Group
enforcement,
supervision
or regulatory * Ensuring quality administration and compliance
sanction resource in each jurisdiction plus internal legal
counsel support as appropriate
* Well established RFS process
* Evolution to a three lines of defence assurance and
controls model
---------------- ---------------------------------------------------------------- ----------------------------------------------------------------- ---------
3 Risk that High /
acquisitions * Paying too much * Robust due diligence process including 3rd party medium
do not achieve assessments by well regarded accounting and legal risk
intended firms
objectives * Lack of strategic clarity
or give rise
to ongoing * Governance and challenge from Non-Executive Directors
or previously * Slow decision making
unidentified
liabilities. * Integration strategy in place prior to acquisition
* Lack of buy-in
* Integration committees established to manage
* Failure to integrate swiftly integration process
---------------- ---------------------------------------------------------------- ----------------------------------------------------------------- ---------
4 Failure to High /
retain high * Lack of adequate succession planning * JTC ensures that the remuneration package is low
calibre, competitive in the marketplace and benchmarks against risk
talented peer group
senior managers * Failure to invest in appropriate & timely talent
and other development
key roles * Shared ownership scheme embedded across the business
in the
business.
* JTC encourages a strong management culture where
talent management and people development are a core
focus
---------------- ---------------------------------------------------------------- ----------------------------------------------------------------- ---------
5 Failure to High /
recruit or * Failure to identify roles most essential to * Coverage of roles - certain roles have been low
develop good delivering on strategic aims identified as 'key' and a robust succession plan risk
quality people within the current staff pool is being developed
to achieve
our strategic * Failure to identify what skills the position really
aims requires * Frequent staff training / awareness initiatives
* Focus too heavily on technical skills and not enough * JTC Academy programme for all employees globally
on attitude and motivation
* JTC 'LION' senior management development programme
* Lack of adequate succession planning
* Failure to invest in appropriate and timely talent
development
---------------- ---------------------------------------------------------------- ----------------------------------------------------------------- ---------
6 Risk that High /
a change * Disorderly Brexit * Dedicated risk and compliance resource with the medium
in laws and requisite skills, resources to monitor and report to risk
regulations the Board on strategic outlook / impact of change
will materially * Geopolitical uncertainty
impact the
sector and * Robust and sustainable regulatory change management
/ or our * OECD tax reviews model
business.
* '4AMLD' / Public Beneficial Ownership Registers * Well-hedged and positioned with a global platform and
established EU operations (Luxembourg & Netherlands)
* GDPR and data protection initiatives
* Data-focused approach that enables continuous
monitoring and real-time insight into impact on
* Challenge and cost of measuring, monitoring and operations
demonstrating good conduct as well as meeting new
requirements
* Proven track record of navigating and maximising
revenue growth opportunities from regulatory change
* Keeping up with the rapid pace of regulatory change
* Minimal FX risk exposure
---------------- ---------------------------------------------------------------- ----------------------------------------------------------------- ---------
These topics are considered regularly so that we can adapt to changing market conditions or competition. This report should be read in conjunction with the Viability Statement on page 63.
APPENDIX B - Directors' responsibility statement
The following directors' responsibility statement is extracted from the 2018 Annual Report (page 91):
We confirm that to the best of our knowledge:
-- The Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;
-- The Strategic Report (contained on pages 50 to 91) includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and
-- The directors consider the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position, performance, business model and strategy.
APPENDIX C - Dividend Declaration
The financial statements set out the results of the Group for the financial year ended 31 December 2018 and are shown on page 92 of the 2018 Annual Report. A final dividend of 2 pence per ordinary share is recommended by the Directors. Subject to approval at the AGM, the dividend will be paid on 21 June 2019 to Shareholders who are on the Register of Members at the close on business on 31 May 2019. The shares will become ex-dividend on 30 May 2019. An interim dividend of 1 pence per ordinary share was paid on 26 October 2018.
NOTES
About JTC
JTC is an award-winning provider of fund, corporate and private wealth services to institutional and private clients. The Company has a global presence, with over 700 staff operating in more than 18 different jurisdictions and assets under administration totalling c. US$ 110+ billion.
JTC remains fully committed to its shared ownership culture and philosophy, with management and staff continuing to hold over 20% of the equity in the firm, clearly aligning the interests of clients, employees and other stakeholders.
www.jtcgroup.com
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
ACSUBVNRKOASAAR
(END) Dow Jones Newswires
April 18, 2019 02:00 ET (06:00 GMT)
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