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REG - JTC PLC - Annual Financial Report and Notice of AGM

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RNS Number : 0418L  JTC PLC  18 April 2024

18 April 2024

 

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 9 April
2024, JTC announces that it has published its 2023 Annual Report and Accounts
and Notice of 2024 Annual General Meeting. The following documents are being
distributed or made available to shareholders electronically today, Thursday
18 April 2024:

-      2023 Annual Report and Accounts

-      Notice of 2024 Annual General Meeting

-      Form of Proxy for the 2024 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 2023 Annual Report and Accounts and the Notice of 2024 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 2024 Annual General Meeting will be held at 9:30am on Tuesday
21 May 2024 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 2024 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 17 May 2024.

Shareholders are also encouraged to submit any questions they may have for the
Board before the 2024 Annual General Meeting by emailing agm@jtcgroup.com
(mailto:agm@jtcgroup.com) by no later than 11 a.m. on 17 May 2024. 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 20 May 2024.

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 2023 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 9 April
2024. 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 2023 Annual
Report and Accounts. Page numbers and notes in the following appendices refer
to page numbers and notes in the 2023 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 2023 Annual Report
and Accounts (pages 59 - 63):

 

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 the global
macroeconomic environment, ESG changes, ongoing regulatory developments,
advances in the digital space and increasing financial crime threats.

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                                                  ·
                                                                   Competitor and client demand                                 •
                                                                   Strategy                                                     •
 2. FINANCIAL                                                      Performance of business                                      •
                                                                   Earnings (fx)
                                                                   Impairment
                                                                   Financing
 3. OPERATIONAL                                                    Client & process                                             •
                                                                   Business continuity
                                                                   Data security                                                •
 4. POLITICAL/REGULATORY                                           Listing rules
                                                                   Political/regulation                                         •
                                                                   Financial crime                                              •
 5. LEGAL                                                          Litigation/contractual
                                                                   Fiduciary                                                    ·
 6. HUMAN RESOURCES                                                Adequate resources                                           •
                                                                   Retention
                                                                   Key person

 

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
                                                                                          •   Unpredicted changes to external environment

                                                                                    •   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)                                              •   Group Holdings Board responsibility for identifying forthcoming                  This risk is largely influenced by external factors and is therefore likely to

                                                                                    requirements in respect of digital and business systems investment and               remain a continuous principal risk
     (Group Chief Executive Officer)                                                      •   Competitor actions                                                               continually considering emerging threats due to market conditions, taking

                                                                                    mitigating action as appropriate
     The risk of failing to anticipate client demand or to innovate in line with          •   Political trends

     key competitors, or advancing technology or regulatory/political change may
                                                                                    •   Group Holdings Board responsibility for identifying and prioritising
     lead to significant loss of potential or existing business.                          •   Economic conditions                                                              product innovation

     JTC operates in a competitive and fast-paced global market requiring a               •   Market conditions                                                                •   Group Commercial Office to assess, prioritise, de-risk and
     responsive approach to client demand and behaviour, competitor activity,
                                                                                    commercialise opportunities
     innovation, economic and regulatory changes and geopolitical events.                 •   Regulatory changes

                                                                                          •   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
     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-
     business or does not sufficiently align to changing market conditions or
                                                                                    based 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

     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 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                     Client and process risk remains a continuous principal risk for the business.

                                                                                    acceptance and periodic reviews, with appropriate escalation for higher-risk

     (Group Divisional Heads)                                                             •   Failure to follow codes of conduct                                               clients / regular client engagement and understanding of clients' business

                                                                                    activities
     The risk of the Group taking on the wrong type of clients, or the Group or the       •   Failure of managerial oversight

     client's actions during the client life-cycle leads to losses, failed
                                                                                    •   Established Terms of Business, template customer agreements and Legal
     strategic objectives, reputational damage, poor customer service and employee        •   Failure to adequately train and develop employees                                review of tailored agreements
     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                     •   Regular staff training and awareness initiatives
     relevant process or incorrect, inconsistent, or untimely execution of

     processes or internal change leads to a material operational error and the           •   Inadequate policies and procedures                                               •   Established reporting and escalation process with review by boards and
     consequential adverse impact.                                                                                                                                             committees as appropriate

                                                                                                                                                                               •   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 subject to annual employee
                                                                                                                                                                               attestations.
 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)                                                    •   Malware                                                                          •   External security assessment conducted annually

     The risk of a security breach including cyber-attacks by from both internal          •   Financial theft                                                                  •   System access controls including least privilege access model
     and external sources, leading to loss of funds, 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 for
     seek to exploit changes in working environments e.g. remote-working practices.
                                                                                    all employees
     A substantial cyber event could be detrimental to JTC's clients as well as           •   Network service failures

     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
                                                                                          •   Failure to follow procedures

                                                                                    •   Industry-leading solutions for end-point management, anti-virus, data
                                                                                                                                                                               loss prevention, Privilege Access Management and secure email communications

                                                                                                                                                                               •   Periodic penetration testing and testing of business continuity plans

 7   POLITICAL / REGULATION RISK                                                          •   Geopolitical uncertainty and change of governments                               •   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
     The risk that the JTC business operating model is adversely affected by
                                                                                    for potential changes
     political or regulatory changes which affect the markets or services we offer        •   Political reaction to wide-scale data leaks and associated negative

     together with our client base.                                                       press 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             Financial crime risk is expected to remain a continuous principal risk for the

                                                                                    the Group that are specifically drafted for AML/CFT/CPF purposes                     business.
     (Group Divisional Heads)                                                             •   Inadequate awareness training

                                                                                    •   The hiring of capable employees in each jurisdiction that undertake
     The risk of the Group operating inadequate systems, procedures and controls          •   Poor Know Your Client processes                                                  the 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 CPD
     (NOTE: Financial Crime Risk includes money laundering, terrorist and                 •   Deficient screening processes                                                    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/CPF arrangements not tailored to business profile/                       •   Access to external consultants and databases to enable daily ongoing
     Group is committed to the highest standards of ethical behaviour and operates        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

                                                                                    •   Authentication protocols to verify the identity of instructing third
                                                                                                                                                                               parties

 9   FIDUCIARY RISK                                                                       •   Breach of duty                                                                   •   Strict policies, procedures and processes in operation within the                Fiduciary risk is an endemic feature of JTC business operations and is

                                                                                    Group (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
     The risk of breaching fiduciary duties, including failing to safeguard client
                                                                                    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 or manage conflicts

     a failure to fulfil the role expertly.
                                                                                    •   JTC does not provide legal or tax advice to its clients

                                                                                    •   Making partial 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 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               •   Failure to identify the required skills for key roles

     existing 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 annual employee

     survey in 2022, which was repeated and further developed in 2023), succession                                                                                             •   Internal and PLC Remuneration committee
     planning and personal development, including 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.

 

EXTERNAL FRAUD

Financial Crime is already recognised as a principal risk by the Group and
measures are in place to manage this critical risk. However, advances in
technology and criminal sophistication do present continued increased risk of
financial crime. Industry statistics and surveys issued during 2023 recorded
increased instances of fraud where criminals increasing in order to keep pace
with innovation. 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. During 2023, advances in AI
large language models and their general availability began to emerge as a
disruptive force offering opportunities to enhance customer service delivery
but also presenting increased threats to data security. Additionally, whist
quantum computing has not yet reached the stage of widespread practical use,
the processing speed of such systems create new risks in terms of encryption
security and the need for quantum safe cryptography.

 

We seek to mitigate these risks by closely monitoring developments in this
area and adapting our systems and practices in line with progress. We ensure
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. seek to capture
control of communication systems in order to fraudulently gain access to an
individuals' or entities' assets or otherwise deceive them into a transaction
in the belief they are dealing with a genuine counterparty.

 

We mitigate against these risks with measures designed to protect our systems
and advise our clients on fraud awareness measures however we recognise the
increased activity in this area and will continue to consider measures for
enhanced risk mitigation for the Group and our clients.

 

DATA AND DIGITAL

The proliferation of technological innovation such as AI large language
models, quantum computing and digital currencies are altering the risk profile
of the financial sector and the convergence of these measures pose an
increased risk of unintended consequences.

 

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
order to keep pace with innovation. 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. During 2023, advances in AI
large language models and their general availability began to emerge as a
disruptive force offering opportunities to enhance customer service delivery
but also presenting increased threats to data security. Additionally whist
quantum computing has not yet reached the stage of widespread practical use,
the processing speed of such systems create new risks in terms of encryption
security and the need for quantum safe cryptography.

We seek to mitigate these risks by closely monitoring developments in this
area and adapting our systems and practices in line with progress. We ensure
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.

 

REGULATORY DEVELOPMENTS

Regulatory scrutiny and intervention remains a continuing feature in many of
the markets where we operate. With many regulatory regimes subject to
assessment by international standard setters, there remains a constant
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.

 

2023 witnessed a number of instances where the actions of regulators were
subject to formal challenges that there had been a disproportionate reaction
to regulatory breaches, with claims that the over-reaction was driven by
pressure on a jurisdiction to demonstrate the effectiveness of the regulatory
regime to international assessors.

 

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

 

GLOBAL MACROECONOMIC

Global macroeconomic developments and geopolitical tensions heightened by the
ongoing conflict in Ukraine and Gaza, persistently high inflation and cost of
capital, the energy crisis, supply chain shortages and the impact of a global
economic downturn all point to a greater fragility that is slowing 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 remains 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 in the form of our Sustainability
Services proposition, 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 of a Group Chief
Sustainability Officer.

 

APPENDIX B - Directors' responsibility statement

 

The following directors' responsibility statement is extracted from the 2023
Annual Report and Accounts (page 116):

 

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; and

·      the Annual Report and Financial Statements includes 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 that they
face.

 

We consider 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.

 

By order of the Board

 

Approved by the Board on 8 April 2024 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 2023 and are shown on pages 123 to 161 of the 2023
Annual Report and Accounts. A final dividend of 7.67 pence per Ordinary Share
is recommended by the Directors. Subject to approval at the 2024 Annual
General Meeting, the dividend will be paid on 28 June 2024 to Shareholders who
are on the Register of Members at the close on business on 31 May 2024. The
shares will become ex-dividend on 30 May 2024. An interim dividend of 3.5
pence per Ordinary Share was paid on 20 October 2023.

 

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