REG - JTC PLC - Annual Financial Report and Notice of AGM
21/04/2023 07:00
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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
(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/
(http://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
(mailto: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
(http://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 (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.
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 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 SIX components Represents the cohorts of specific risks JTC is exposed to Principal risk
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 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
third-party assessments by experienced external advisors current strategic intentions are likely to cause this risk category to remain
(Group Chief Executive Officer) · Economic misjudgement
as a principal risk.
· Appropriate scrutiny and challenge from Group Development Committee,
The risk that acquisitions do not achieve intended objectives, give rise to · Lack of strategic clarity Group 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
Inorganic growth in 2022 was limited to the acquisition of New York Private · Unpredicted changes to external environment
Trust Company. · Experienced management team
· 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
The risk of failing to anticipate client demand or to innovate in line with · Political trends continually considering emerging threats due to market conditions, taking
key competitors, or advancing technology or regulatory/political change may
mitigating action as appropriate
lead to significant loss of potential or existing business. · Economic conditions
· Group Holdings Board responsibility for identifying and prioritising
JTC operates in a competitive and fast-paced global market requiring a · Market conditions product 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
periodically re-examined to 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
The risk that inadequate strategic decisions or failure to execute the set · Senior management or leadership changes entity, 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 BUSINESS PERFORMANCE 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
The risk that the Group does not meet its financial forecasts or does not · Lack of information provided to brokers and analysts performance assumptions and targets. Active review by Group Holdings Board
achieve the provided market guidance. together with PLC Board
JTC is listed on the London Stock Exchange and subject to market · CEO and CFO regular engagement with analysts to inform external market
consensus 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 Client and process risk remains a continuous principal risk for the business.
and 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
The risk of the Group taking on the wrong type of clients, or the Group or the · Failure of managerial oversight review 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 Executive Officer) · Malware · External security assessment conducted annually
The risk of a security breach including cyber-attacks by destructive forces · Financial theft · System access controls including least privilege access model
from both internal and external sources, leading to loss of confidentiality
and integrity of data. · Denial-of-service attacks · Dedicated Senior IT Security Manager and Team
The sophistication of cyber threats is constantly evolving; criminals will · Cyber phishing attacks · Training including compulsory online Security Awareness courses
seek to exploit changes in working environments e.g. remote-working
for all employees
practices. A substantial cyber event could be detrimental to JTC's clients as · Network service failures
well as erode market and regulator confidence.
· Alignment to industry security standards
· Employee error
· Review of data security procedures and controls as part of the annual
· Malicious employee intent ISAE 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 Political and regulation risk is expected to remain a continuous principal
and 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
potential changes
political or regulatory changes which affect the markets or services we offer · Political reaction to wide-scale data leaks and associated negative press
together with our client base. coverage · Comprehensive policies, procedures and processes in operation within the
Group that align to the appropriate regulatory regimes.
Risk of exposure to regulatory sanction and subsequent reputational damage · Balancing increased transparency requirements with increased data
given a failure to follow regulatory laws, orders and codes of practice protection legislation · Embed (and continue to promote) a robust risk and compliance culture
requirements.
across the Group from PLC Board down through the organisation.
· Challenge and cost of measuring, monitoring and demonstrating good
As the regulatory environment continues to develop, we expect a continuing conduct as well as meeting new requirements · Ensuring appropriate compliance resource in each jurisdiction
global trend of increased regulatory scrutiny and intervention for all
regulated businesses including trustee, fund and corporate service providers. · Keeping pace with rapid regulatory change and reporting requirements · 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
The risk of the Group operating inadequate systems, procedures and controls · Poor Know Your Client processes key person roles (e.g. Compliance Officer and Money Laundering Reporting
that fail to prevent the administration of client structures that are exposed
Officer)
to financial crime. · Inadequate record keeping
· Frequent mandatory staff training and awareness initiatives and
(NOTE: Financial Crime Risk includes money laundering, terrorist and · Deficient screening processes CPD requirements
proliferation financing, sanctions, fraud, bribery and corruption and tax
evasion risks). · Lack of a risk-based approach · Compliance monitoring testing programme in place
This is an area where there is intense regulatory attention and scrutiny. The · AML/CFT arrangements not tailored to business profile/characteristics · Access to external consultants and databases to enable daily ongoing
Group is committed to the highest standards of ethical behaviour and operates
monitoring and in depth enquiries on clients as appropriate
in a manner designed to deter and prevent financial crime risk. There is · Procedural failures
focused oversight and monitoring of financial crime risks, and adherence to
· Established Business Risk Assessment (BRA) process which is subject to
both internal financial crime policies and regulatory obligations. · Failure to report suspicious activity on a timely basis periodic Board review
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
The risk of breaching fiduciary duties, including failing to safeguard client
'4-eyes' control parameter
assets, can be harmful to the Group's reputation and could become subject to · Failing to exercise reasonable care, skill and diligence
high-value litigation. There is also the risk in failing to clearly define the
· Continuous training programme and CPD requirement
Group's role in providing services to a client structure or service vehicle or · Failure to declare interests of manage conflicts
a failure to fulfil the role expertly.
· JTC does not provide legal or tax advice to its clients
· Making impartial judgements
JTC operates a comprehensive set of controls to prevent risk materialising in · Significant insurance cover
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 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
The risk of failure to attract or retain the best people with the right · Lack of adequate succession planning and 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
The repercussions of the global pandemic have significantly altered the
marketplace and benchmarks with peer group
workplace and the employment market in many jurisdictions. Remote-working · Failure to identify roles most important 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
Regretted attrition is carefully monitored in view of changes in employee vision and values · JTC encourages a strong management culture where talent management and
attitudes, skills shortages and inflationary pressures that have the potential people development is a core focus
to be disruptive to the Group's workforce.
· Pre-employment screening
JTC continues to focus on employee satisfaction (launching an employee survey
during 2022), succession planning and personal development, including · Internal and PLC Remuneration committee
supporting professional qualifications.
· Staff access to Academy (Training), Gateway (International Transfers) and
wellbeing programs
· Flexible working arrangements
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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