REG - JTC PLC - Annual Financial Report and Notice of AGM
28/04/2022 07:00
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RNS Number : 5995J JTC PLC 28 April 2022
28 April 2022
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 19 April
2022, JTC announces that it has published its 2021 Annual Report and Accounts
and Notice of 2022 Annual General Meeting. The following documents are being
distributed or made available to shareholders electronically today, Thursday
28 April 2022:
- 2021 Annual Report and Accounts
- Notice of 2022 Annual General Meeting
- Form of Proxy for the 2022 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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
Copies of the 2021 Annual Report and Accounts and the Notice of 2022 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/
(http://www.jtcgroup.com/investor-relations/)
Participation and Voting at the AGM
The Company's 2022 Annual General Meeting will be held at 9:30am on Tuesday
31 May 2022 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 2022 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 27 May 2022.
Shareholders are also encouraged to submit any questions they may have for the
Board before the 2022 Annual General Meeting by emailing agm@jtcgroup.com
(mailto:agm@jtcgroup.com) by no later than 11 a.m. on 19 May 2022. 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
(http://www.jtcgroup.com/investor-relations) ) on 23 May 2022.
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 2021 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 19 April
2022. 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 2021 Annual
Report and Accounts. Page numbers and notes in the following appendices refer
to page numbers and notes in the 2021 Annual Report and Accounts.
For further information, please contact:
Miranda Lansdowne
JTC PLC
+44 1534 700 000
Miranda.Lansdowne@jtcgroup.com
APPENDIX 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 2021 Annual Report
and Accounts (pages 44 - 49):
Principal risks
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 Audit 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 SIX components Represents the cohorts of specific risks JTC is exposed to Principal risk
1. STRATEGIC Acquisition ü
Competitor and client demand ü
Strategy ü
2. FINANCIAL Performance of business ü
Earnings (fx)
Impairment
Financing
3. OPERATIONAL Client & process ü
Business continuity
Data security ü
4. POLITICAL / REGULATORY Listing rules
Political / regulation ü
Financial crime ü
5. LEGAL Litigation / contractual
Fiduciary ü
6. HUMAN RESOURCES Adequate resources ü
Retention
Key person
The Group's current principal risks are the risks we are managing now that
could stop us achieving our strategic objectives:
PRINCIPAL RISK (RISK OWNER) POTENTIAL CAUSES KEY MITIGATION MEASURES TIMESCALE
1 ACQUISITION RISK - Inadequate due diligence - Strict due-diligence process, including JTC subject-matter experts and This risk will diminish over time as each acquisition is integrated, but the
third-party assessments by experienced external advisors volume of current integrations causes this risk category to remain as a
(Group Chief Executive Officer) - Economic misjudgement
principal risk.
- Appropriate scrutiny and challenge from Group Development Committee, Group
The risk that acquisitions do not achieve intended objectives, give rise to - Lack of strategic clarity Holdings Board and Non-Executive Directors
ongoing or previously unidentified liabilities, disrupt operations and divert
senior management time and attention. - Ineffective or delayed integration - Established and tested integration strategy agreed prior to acquisition with
robust post-acquisition governance
During 2021 JTC continued with its inorganic growth in line with business - Unpredicted changes to external environment
strategy, - Experienced management team
acquiring seven businesses of varying scope and scale. - 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 DEMAND RISK - 'Black swan' events (e.g. pandemic) - Chief Commercial Officer appointed to Group Holdings Board This risk is largely influenced by external factors and is therefore likely to
remain a continuous principal risk
(Group Chief Executive Officer) - Competitor actions - Group Holdings Board responsibility for identifying forthcoming requirements
in respect of digital and business systems investment and continually
The risk of failing to anticipate client demand or to innovate in line with - Political trends considering emerging threats due to market conditions, taking mitigating
key competitors, or advancing technology or regulatory/political change may
action as appropriate
lead to significant loss of potential or existing business. - Economic conditions
- Group Holdings Board responsibility for identifying and prioritising product
JTC operates in a competitive and fast-paced global market requiring a - Market conditions innovation
responsive approach to client demand and behaviour, competitor activity,
innovation, economic and regulatory changes and geopolitical events. - Regulatory changes - Commercial Enterprise Forum to assess, prioritise, de-risk and commercialise
opportunities
- Technological changes
3 STRATEGY RISK - Operation outside of risk appetite - Overarching strategy is set every three to five years and progress is Strategic risk is an ongoing risk for any business and therefore is likely to
periodically re-examined remain as a continuous principal risk.
(Group Chief Executive Officer) - Product or service failure
- Strategy regularly reviewed and challenged by Board and, as a listed entity,
The risk that inadequate strategic decisions or failure to execute the set - Senior management or leadership changes subject to investor and third-party scrutiny
strategy has a detrimental impact on Group operations, clients and market
confidence. Alternatively, the Group's strategy brings excessive risks to the - Legal or regulatory challenges - Strategy drives annual business planning process and performance-based
business or does not sufficiently align to changing market conditions or
targets
client requirements, such that sustainable growth, market share or - Lack of understanding of a new jurisdiction
profitability is affected. - Risk-taking and aversion in pursuit of strategic objectives is balanced
through the setting and overseeing of the Group Risk Appetite
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 PERFORMANCE OF BUSINESS RISK - Inadequate budgeting and forecasting - Budgets set annually and agreed with Divisional Heads, Jurisdictional Business performance risk is an ongoing risk for a business, especially for a
Managing Directors and P&L account owners quoted business. This risk is therefore likely to remain as a continuous
(Group Chief Executive Officer) - Unpredicted costs or losses
principal risk.
- Monthly reporting and KPIs that help monitor performance against performance
The risk that the Group does not meet its financial forecasts or does not - Lack of information provided to brokers and analysts assumptions and targets. Active review by Group Holdings Board together with
achieve the provided market guidance. PLC Board
JTC is listed on the London Stock Exchange and subject to market consensus - CEO and CFO regular engagement with analysts to inform external market
expectations that can influence shareholder value. guidance
- Insurance cover for losses
5 CLIENT AND PROCESS RISK - Failure to apply policies and follow procedures - Strict adherence to policy and procedures including business acceptance and Client and process risk remains a continuous principal risk for the business.
periodic reviews, with appropriate escalation for higher-risk clients
(Group Divisional Heads) - Failure to follow codes of conduct
- Established Terms of Business, template customer agreements and Legal review
The risk of the Group taking on the wrong type of clients, or the Group or the - Failure of managerial oversight of tailored agreements
client's actions during the client life-cycle leads to losses, failed
strategic objectives, reputational damage, poor customer service and employee - Failure to adequately train and develop employees - Regular staff training and awareness initiatives
frustration and potentially regulatory censure. The risk of failing to clearly
define service provision or fulfil a role expertly. The risk that lack of - Failure to identify and remediate identified issues promptly - Established reporting and escalation process with review by boards and
relevant process or incorrect, inconsistent, or untimely execution of
committees as appropriate
processes or internal change leads to a material operational error and the - Inadequate policies and procedures
consequential adverse impact. - Independent client and Compliance monitoring review programme
- 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 Recommendation for Signing process
- 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 - Unauthorised data transfer - Defined and audited IT procedures Data security risk remains a continuous principal risk for the business.
(Group Chief Information Officer) The risk of a security breach including - Malware - External security assessment conducted annually
cyber-attacks by destructive forces from both internal and external sources,
leading to loss of confidentiality and integrity of data. - Financial theft - System access controls including least privilege access model
The sophistication of cyber threats is constantly evolving; criminals will - Denial-of-service attacks - Dedicated Senior IT Security Manager and Team
seek to exploit changes in working environments e.g. remote-working practices.
A substantial cyber event could be detrimental to JTC's clients as well as - Cyber phishing attacks - Training including compulsory online Security Awareness courses for all
erode market and regulator confidence.
employees
- Network service failures
- Alignment to industry security standards
- Employee error
- Review of data security procedures and controls as part of the annual ISAE
- Malicious employee intent 3402 Report
- Security breach of client data or systems - Access to group systems and data is granted on a 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 RISK - Geopolitical uncertainty - Specialist risk and compliance staff with the skills needed to monitor and Political and regulation risk is expected to remain a continuous principal
report on strategic outlook and the impact of change risk for the business.
(Group Chief Executive Officer) - Regional or global standards or requirements with disproportionate impact
- Review by appropriate boards and committees, and scanning of horizon for
The risk that the JTC business operating model is adversely affected by - Political reaction to wide-scale data leaks and associated negative press potential changes
political or regulatory changes which affect the markets or services we offer coverage
together with our client base.
- Comprehensive policies, procedures and processes in operation within the
- Balancing increased transparency requirements with increased data protection Group that align to the appropriate regulatory regimes.
Risk of exposure to regulatory sanction and subsequent reputational damage legislation
given a failure to follow regulatory laws, orders and codes of practice
- Embed (and continue to promote) a robust risk and compliance culture across
requirements. - Challenge and cost of measuring, monitoring and demonstrating good conduct the Group from PLC Board down through the organisation.
as well as meeting new requirements
As the regulatory environment continues to develop, we expect a continuing
- Ensuring appropriate compliance resource in each jurisdiction
global trend of increased regulatory scrutiny and intervention for all - Keeping pace with rapid regulatory change and reporting requirements
regulated businesses including trustee, fund and corporate service providers. - Compliance monitoring programme in place
The Group is well positioned to comply with relevant requirements and to be
able to operate in this changing regulatory environment. - Training employees to be aware of changing regulations
- Involvement with trade associations and government bodies to understand
direction and influence outcome
8 FINANCIAL CRIME RISK - Poor culture - Comprehensive policies, procedures and processes in operation within the Financial crime risk is expected to remain a continuous principal risk for the
Group that are specifically drafted for AML/CFT purposes business.
(Group Divisional Heads) - Inadequate awareness training
- The hiring of capable employees in each jurisdiction that undertake the key
The risk of the Group operating inadequate systems, procedures and controls - Poor Know Your Client processes person roles (e.g. Compliance Officer and Money Laundering Reporting Officer)
that fail to prevent the administration of client structures that are exposed
to financial crime. - Inadequate record keeping - Frequent mandatory staff training and awareness initiatives and CPD
requirements
(NOTE: Financial Crime Risk includes money laundering, terrorist financing, - Deficient screening processes
sanctions, fraud, bribery and corruption, and tax evasion risks).
- Compliance monitoring testing programme in place
- Lack of a risk-based approach
This is an area where there is intense regulatory attention and scrutiny. The
- Access to external consultants and databases to enable daily ongoing
Group is committed to the highest standards of ethical behaviour and operates - AML/CFT arrangements not tailored to business profile/characteristics monitoring and in depth enquiries on clients as appropriate
in a manner designed to deter and prevent financial crime risk. There is
focused oversight and monitoring of financial crime risks, and adherence to - Procedural failures - Established Business Risk Assessment (BRA) process which is subject to
both internal financial crime policies and regulatory obligations.
periodic Board review
- Failure to report suspicious activity on a timely basis
9 FIDUCIARY RISK - Breach of duty - Strict policies, procedures and processes in operation within the Group Fiduciary risk is an endemic feature of JTC business operations and is
(particularly risk escalation and recommendation for signing policy) expected to remain a continuous principal risk.
(Group Divisional Heads) - Failure to act in accordance with constitutional documents or service
agreement - Qualified and experienced staff operating within '4-eyes' control parameter
The risk of breaching fiduciary duties, including failing to safeguard client
assets, can be harmful to the Group's reputation and could become subject to - Failing to exercise reasonable care, skill and diligence - Continuous training programme and CPD requirement
high-value litigation. There is also the risk in failing to clearly define the
Group's role in providing services to a client structure or service vehicle or - Failure to declare interests of manage conflicts - JTC does not provide legal or tax advice to its clients
a failure to fulfil the role expertly.
- Making partial judgements - Significant insurance cover
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. During the recent pandemic period,
JTC has not experienced any material increases in litigation.
10 ADEQUATE RESOURCES RISK - Uncompetitive remuneration - Dedicated in-house human-resource recruitment capability with detailed Adequate resourcing risk is expected to be a continuous principal risk.
understanding of business needs and local market environment
(Group Chief Operating Officer) - Unappealing working environment and inadequate support
- Recruitment strategy to enhance and bolster teams, succession planning and
The risk of failure to attract or retain the best people with the right - Lack of adequate succession planning employee value proposition
capabilities across all levels and jurisdictions.
- Failure to invest in appropriate and timely talent development - JTC ensures that the remuneration package is competitive in the marketplace
The repercussions of the global pandemic have significantly altered the
and benchmarks with peer group
workplace and the employment market in many jurisdictions. Remote-working - Failure to identify roles most essential to achieving strategic aims
practices initiated during early lockdown measures have been embraced into
- Management monitoring of capacity and work loads
business-as-usual flexible working arrangements utilising the Group's existing - Failure to identify the required skills for key roles
strong technology capabilities.
- Shared ownership scheme embedded across the business
- Insufficient focus on attitude and motivation and alignment with JTC's
While the safety and wellbeing of staff remained a priority during 2021, vision and values - JTC encourages a strong management culture where talent management and
ongoing activities continued to support attracting and retaining talent within people development is a core focus
the Group. An enhanced and more sophisticated HR system was deployed during
the year allowing employees to self-serve and access a broad range of training - Pre-employment screening
materials. The Group also granted phased share awards worth £20m to its
global workforce as part of its long-established Shared Ownership programme. - Internal and PLC Remuneration committee
The Group made several key appointments during the year, using technology and - Staff access to Academy (Training), Gateway (International Transfers) and
remote-interviewing as required. JTC continues to focus on succession planning wellbeing programs
and personal development, including supporting professional qualifications.
- Flexible working arrangements
APPENDIX B - Directors' responsibility statement
The following directors' responsibility statement is extracted from the 2021
Annual Report and Accounts (page 96):
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 1 to 50) 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.
Approved by the Board on 14 April 2022 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 2021 and are shown on pages 97 to 140 of the 2021
Annual Report and Accounts. A final dividend of 5.07 pence per ordinary share
is recommended by the Directors. Subject to approval at the 2022 Annual
General Meeting, the dividend will be paid on 8 July 2022 to Shareholders who
are on the Register of Members at the close on business on 17 June 2022. The
shares will become ex-dividend on 16 June 2022. An interim dividend of 2.6
pence per ordinary share was paid on 29 October 2021.
Enquiries
JTC PLC
+44 (0)1534 700 000
Miranda Lansdowne
Camarco
+44 (0)20 3757 4985
Geoffrey
Pelham-Lane
Monique Perks
Emily Shea-Simonds
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 (http://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.
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