REG - JTC PLC - Annual Financial Report and Notice of AGM
17/04/2025 07:00
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RNS Number : 3544F JTC PLC 17 April 2025
17 April 2025
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 8 April
2025, JTC announces that it has published its 2024 Annual Report and Accounts
and Notice of 2025 Annual General Meeting. The following documents are being
distributed or made available to shareholders electronically today, Thursday
17 April 2025:
- 2024 Annual Report and Accounts
- Notice of 2025 Annual General Meeting
- Form of Proxy for the 2025 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)
A copy of the Notice of 2025 Annual General Meeting is available on request
from the Company Secretary. The 2024 Annual Report and Accounts 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 2025 Annual General Meeting will be held at 9:30am on Wednesday
21 May 2025 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 19 May 2025.
Shareholders are also encouraged to submit any questions they may have for the
Board before the 2025 Annual General Meeting by emailing agm@jtcgroup.com
(mailto:agm@jtcgroup.com) by no later than 11 a.m. on 17 May 2025. 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 19 May 2025.
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 2024 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 8 April
2025. 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 2024 Annual
Report and Accounts. Page numbers and notes in the following appendices refer
to page numbers and notes in the 2024 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
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 2024 Annual Report
and Accounts (pages 63 - 69):
Principal risks and material controls
Following the evolution of the Group's risk taxonomy described above, the
Group formally re-examined those Level 2 risk categorisations that it
considered were its principal risks.
A principal risk is a risk or combination of risks which 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.
The revised principal risks are set out on the following pages, including
notes describing the 2024 changes made to the Group's assessment of its
principal risks.
The Group maintains controls and undertakes measures to ensure that we monitor
and manage all elements of our business activities and make sure there is
continued awareness of key controls and requirements.
Key controls include:
· Clearly defined approach to risk appetite
· Business Risk Assessment (BRA) Framework for the evaluation and
identification and evaluations of financial crime and other enterprise risks
· Group Compliance Framework including dedicated monitoring function
· Segregation of duties for transaction processing including rigorous
six-eyes Recommendation for Signing (RfS) approval process
· Proactive fraud prevention measures including authentication
identification measures
· Sophisticated cyber security practices including protective systems to
detect and prevent operational risks, employee training and periodic testing
· Well-established acquisition due diligence framework
· Employee training programmes to foster risk awareness
· Performance scorecards to drive business performance but balanced against
people and risk management measures
· Robust IT infrastructure and tested BCPs
· Rigorous human resource screening and
on-boarding process
· Well-established talent development programme to support employee
retention
· Induction and ongoing training awareness for all employees
· Annual confirmation declarations from all employees with all core Group
policies and procedures
· Whistleblowing mechanisms
· Established Group Risk Escalation process for timely identification and
consideration of risk events
The Group also holds appropriate insurances in excess of regulatory
requirements to further support its control environment.
Risk appetite level definitions
Minimal: Preference for ultra-safe business outcomes or options that have a
low degree of inherent risk and only for limited reward potential.
Cautious: Preference for safe outcomes or options that have a low degree of
inherent risk and may only have limited potential for reward.
Open: Willing to consider all potential outcomes and options and choose one
that is most likely to result in a successful outcome whilst providing an
acceptable level of reward (or value for money).
Seek: Eager to be innovative and to choose outcomes and options offering
potentially higher business rewards despite greater inherent risk.
Mature: Confident in setting high levels of risk appetite because controls,
forward scanning and responsiveness systems are robust.
Level 1 Risk Category & Risk Appetite Description
Strategy Delivery The Board has an appetite that is open to innovation and that aims to remain
competitive to avoid failing to attract new business and/or grow existing
Open business. It is willing to seek inorganic growth and exposure to new markets
and sectors to allow the Group to achieve its strategic objectives.
The Board will aim to preserve the organisational culture and protect the
Group franchise from material damage to its reputation from strategic delivery
by actively ensuring that business is satisfactorily assessed and managed by
the appropriate level of management and governance oversight. There is
tolerance to take decisions with potential to expose the Group to higher
inherent risk and additional scrutiny but only where appropriate steps have
been taken to minimise any exposure and appropriate consideration is given to
the risk/reward ratio.
Risk appetite is tempered, where appropriate, to the Board's approach to
sustainability and the Group's determination to be a carbon neutral
organisation.
Operational The Board has no tolerance for the poor delivery of client service, taking on
the wrong type of clients, failed business continuity or loss of client data
Minimal and therefore has minimal appetite for such situations. It seeks to control
operational risks to ensure that operational risks (financial and
reputational) do not cause material damage to the Group's franchise.
The Board seeks to avoid risk and uncertainty for its critical information
assets and systems and has a minimal risk appetite for material incidents
affecting these or the wider operations and reputation of the Group.
The Board has tolerance for minor operational delays to individual
projects/milestones but not at the expense of a major work area or
deliverable.
Legal The Board has a cautious appetite for engagement in litigation and contractual
disputes. It recognises that the nature of fiduciary services carries specific
Cautious legal obligations which make exposure to involvement in legal disputes
unavoidable.
Financial The Board has no tolerance and minimal appetite in failing to maintain
adequate regulatory capital, accurately report its financial position, meet
Minimal its financial forecasts, meet loan covenant obligations or expose earnings to
currency fluctuations, impairment losses or fraud.
Political/ The Board has no tolerance and minimal appetite for non-compliance with
Regulatory regulatory requirements including applicable listing rules, financial services
legislation and regulation and, in particular, non-compliance with anti-money
Minimal laundering and counter-terrorism/proliferation legislation. It recognises that
failures in compliance cannot be entirely avoided. However, the Group strives
to reduce these to an absolute minimum. Exceptionally, the Board has tolerance
to provide regulatory challenge in cases of ambiguity or where a clear
difference of opinion as to compliance arises.
Financial Crime The Board has no tolerance for the facilitation of money laundering or
terrorist/proliferation financing and maintains a minimal appetite for any
Minimal failure to design and operate the Group's operations in a manner that can be
reasonably considered to prevent, detect and report financial crime including
fraud, bribery and corruption.
Human Resources The Board has a minimal appetite for decisions that could have a negative
impact on workforce development, recruitment and retention. The Board also has
Minimal a minimal appetite for risks of misconduct by employees. It has tolerance for
a more cautious approach to risk when poor performance is identified to ensure
improved performance and/or alignment of talent to work opportunities.
ESG The Board has minimal appetite for any failure to meet its sustainability
objectives within the ESG framework, particularly regarding people, data and
Minimal the environment.
Level 1 Level 2 Principal Risk
Primary, overarching risk elements, containing eight components
Represents the cohorts of specific risks
JTC is exposed to
1. Strategic Acquisition X
Competitor and client demand(1)
Strategy & culture(2) X
2. Financial Performance of business X
Earnings (FX)
Impairment
Financing
Reporting(3) X
Capital adequacy
3. Operational Client(4) X
Process(4)
Resilience & Business Continuity
Technology/Data Security(5) X
4. Political/Regulatory Listing rules
Political
Regulatory
Compliance(6) X
5. Financial Crime(7) AML/CFT/CPF Risk Assessment(7) X
Organisational
Countries, Territories or Geographic Areas
Customer
Customer Due Diligence
Delivery Channels
Products, Services and Transactions
Fraud
Anti-Bribery & Corruption
6. Legal Litigation/Contractual
Fiduciary X
7. Human Resources Adequate resources X
Remuneration & Incentivisation
Key Person
8. ESG(8) Environmental
Social
Governance
Strategic Risk Political & Regulatory Risk
1 Acquisition 7 Compliance
2 Strategy & Culture Financial Crime
Financial 8 AML/CFT/CPF Risk Assessment
3 Performance of Business Legal Risk
4 Reporting 9 Fiduciary
Operational Risk Human Resources Risk
5 Client 10 Adequate Resources
6 Technology/Data Security
Notes - 2024 changes and updates to principal risks
1 Removed as a principal risk due to business growth success and low
regretted attrition reducing impact of this risk category.
2 Risk description expanded to also reference culture.
3 New principal risk to reflect the increasing complexity in reporting
consolidated financial information across multiple jurisdictions and legal
entities.
4 Separation of risk categories to ensure a more focussed approach to the
principal risk associated with client relationships.
5 Risk description expanded to also reference Technology risk
acknowledging the full spectrum of risks relating to IT failure or compromise.
6 Renamed to Compliance (from Political/Regulation) to focus upon the
principal risk relating to adherence to law, regulations and policies.
7 Promotion of Financial Crime from a Level 2 category to Level 1 to allow
a more granular assessment of financial crime risk and allow focus on the
principal risk in assessing anti-money laundering and countering terrorist and
proliferation financing risk.
8 New Level 1 risks to recognise the increasing significance of ESG
matters to commercial enterprises.
Principal risks
The Group's current principal risks are the risks we are managing now that we
consider have a higher likelihood of stopping us achieving our strategic
objectives:
Principal Risk (Risk Owner) Potential Causes Key Mitigation Measures Timescale
1 Acquisition · 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
(Group Chief Executive Officer)
third party assessments by experienced external advisers current strategic intentions are likely to cause this risk category to remain
The risk that acquisitions do not achieve intended objectives, give rise to · Economic misjudgement
as a principal risk.
ongoing or previously unidentified liabilities, disrupt operations and divert
· Appropriate scrutiny and challenge from Group Development Committee,
senior management time and attention. · Lack of strategic clarity Group Holdings Board and Non-Executive Directors
· 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 Strategy & Culture · Operation outside of risk appetite · Overarching strategy is set every three to five years and progress is This risk is largely influenced by external factors and is therefore likely to
(Group Chief Executive Officer)
periodically re-examined remain a continuous principal risk.
The risk that inadequate strategic decisions or failure to execute the set · Product or service failure
strategy or organisational culture has a detrimental impact on Group
· Strategy regularly reviewed and challenged by Board and, as a listed
operations, clients and market confidence. Alternatively, the Group's strategy · Senior management or leadership changes entity, subject to investor and third party scrutiny
and/or culture brings excessive risks to the business or does not sufficiently
align to changing market conditions or client requirements, such that · Legal or regulatory challenges · Strategy drives annual business planning process and performance-
sustainable growth, market share and / or profitability are affected.
based targets
· Lack of understanding of a new jurisdiction
· Risk-taking and aversion in pursuit of strategic objectives is balanced
through the setting and overseeing of the Group Risk Appetite
3 Performance of Business · 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
(Group Chief Executive Officer)
Managing Directors and P&L account owners quoted business. This risk is therefore likely to remain as a continuous
The risk that the Group does not meet its financial forecasts or does not · Unpredicted costs or losses
principal risk.
achieve the provided market guidance.
· Monthly reporting and KPIs that help monitor performance against
· Lack of information provided to brokers and analysts performance assumptions and targets. Active review by Group Holdings Board
together with PLC Board
· CEO and CFO regular engagement with analysts to inform external
market guidance
· Insurance cover for losses
4 Reporting · Inaccurate or incomplete data inputs · External audit scrutiny Financial reporting risk is an ongoing risk. This risk will therefore
(Group Chief Financial Officer)
anticipated to remain as a continuous principal risk.
The risk of financial mismanagement, inaccurate reporting, misallocation of · Inadequate internal controls · Regular reconciliation processes and reporting
resources and lack of transparency in financial transactions.
· Human error · Segregation of duties
· Insufficient training or expertise · Market participant (e.g. analyst) reviews
· Fraudulent activity · Dedicated, qualified and appropriated trained Finance function
Principal Risk (Risk Owner) Potential Causes Key Mitigation Measures Timescale
5 Client · Failure to apply policies and follow procedures · Strict adherence to policy and procedures including business acceptance Client risk remains a continuous principal risk for the business.
(Group Divisional Heads)
and periodic reviews, with appropriate escalation for higher risk clients
The risk of the Group taking on the wrong type of clients, or the Group · Failure to follow codes of conduct
or the 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 of managerial oversight review of tailored agreements
frustration and potentially regulatory censure. The risk of failing to
clearly define service provision or fulfil a role expertly. · Failure to adequately train and develop employees · Regular staff training and awareness initiatives
· Failure to identify and remediate identified issues promptly · Established reporting and escalation process with review by boards
and committees as appropriate
· Inadequate policies and procedures
· 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 Technology/Data Security · Unauthorised data transfer · Defined and audited IT procedures Technology/data security risk remains a continuous principal risk for the
(Group Chief Information Officer)
business.
The risk of a security breach including cyber-attacks by destructive forces · Malware · External security assessment conducted annually
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
· 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
· Periodic penetration testing and testing of BPCs
7 Compliance · Insufficient understanding of regulatory requirements · Specialist risk and compliance staff with the skills needed to monitor Compliance risk is expected to remain a continuous principal risk for the
(Group Chief Executive Officer)
and report on strategic outlook and the impact of change business.
The risk of loss or exposure to regulatory sanction and subsequent · Inadequate policies and procedures
reputational damage given a failure to follow organisational policy, laws,
· Review by appropriate boards and committees, and scanning of horizon for
conduct of business regulations, orders, codes of practice and other · Failure to keep up with regulatory changes potential changes
similar requirements.
· Weak governance structures · Comprehensive policies, procedures and processes in operation within the
Group that align to the appropriate regulatory regimes
· Failure to monitor and enforce compliance
· Embed (and continue to promote) a robust risk and compliance culture
· Insufficient training and awareness across the Group from PLC Board down through the organisation
· Resource constraints · Ensuring appropriate compliance resource in each jurisdiction
· Poor culture of compliance · Compliance monitoring programme in place
· Training employees to be aware of changing regulations
· Involvement with trade associations and government bodies to understand
direction and influence outcome
Principal Risk (Risk Owner) Potential Causes Key Mitigation Measures Timescale
8 AML/CFT/CPF Assessment · Poor culture · Comprehensive policies, procedures and processes in operation within AML/CFT/CPF assessment risk is expected to remain a continuous principal risk
(Group Chief Risk Officer)
the Group that are specifically drafted for AML/CFT/CPF purposes for the business.
Risk that Money Laundering/Terrorist Financing/Proliferation Financing · Inadequate awareness training
(ML/TF/PF) risks are not appropriately assessed due to inadequate corporate
· The hiring of capable employees in each jurisdiction that undertake
governance, resourcing or assurance processes. · Poor Know Your Client processes the key person roles (e.g. Compliance Officer and Money Laundering
Reporting Officer)
· Inadequate record keeping
· Frequent mandatory staff training and awareness initiatives and
· Deficient screening processes CPD requirements
· Lack of a risk-based approach · Compliance monitoring testing programme in place
· AML/CFT/CPF arrangements not tailored to business · Access to external consultants and databases to enable daily ongoing
profile/characteristics monitoring and in-depth enquiries on clients as appropriate
· Procedural failures · Established Business Risk Assessment (BRA) process which is subject
to periodic Board review
· Failure to report suspicious activity on a timely basis
9 Fiduciary · 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
(Group Divisional Heads)
(particularly risk escalation and recommendation for signing policy) expected to remain a continuous principal risk.
The risk of breaching fiduciary duties, including failing to safeguard client · Failure to act in accordance with constitutional documents or
assets, can be harmful to the Group's reputation and could become subject to service agreement · Qualified and experienced staff operating within '4-eyes' control
high value litigation. There is also the risk in failing to clearly define the
parameter Continuous training programme and CPD requirement
Group's role in providing services to a client structure or service vehicle or · Failing to exercise reasonable care, skill and diligence
a failure to fulfil the role expertly.
· JTC does not provide legal or tax advice to its clients
· Failure to declare interests or manage conflicts
· Significant insurance cover
· Making partial judgements
10 Adequate Resources · Uncompetitive remuneration · Dedicated in-house human-resource recruitment capability with detailed Adequate resourcing risk is expected to be a continuous principal risk.
(Group Chief Operating Officer)
understanding of business needs and local market environment
The risk of failure to attract or retain the best people with the right · Unappealing working environment and inadequate support
capabilities across all levels and jurisdictions.
· Recruitment strategy to enhance and bolster teams, succession
· Lack of adequate succession planning planning and employee value proposition
· Failure to invest in appropriate and timely talent development · JTC ensures that the remuneration package is competitive in the
marketplace and benchmarks with peer group
· Failure to identify roles most essential to achieving strategic aims
· Management monitoring of capacity and work loads
· Failure to identify the required skills for key roles
· Shared Ownership scheme embedded across the business
· Insufficient focus on attitude and motivation and alignment with JTC's
vision and values · JTC encourages a strong management culture where talent management and
people development is a core focus
· Pre-employment screening
· Internal and PLC Remuneration Committee
· Staff access to Academy (Training), Gateway
(International Transfers) and wellbeing programmes
· 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 and talent risks
Global macroeconomic instability, driven by ongoing conflicts such as in
Ukraine and Gaza, combined with broader economic challenges, poses significant
risk to both investment and growth. Additionally, the competitive landscape
for talent, particularly in high demand areas like cyber security, AI
development, and digital asset management, has intensified. JTC remains
vigilant to the impact of wage inflation on its ability to attract and retain
critical talent. To mitigate these risks, we have enhanced our employee value
propositions and implemented competitive compensation packages, ensuring we
retain our top talent while maintaining the agility to respond effectively to
economic volatility and geopolitical tensions.
Global regulatory impact and expansion
As JTC PLC grows its global footprint through organic expansion and strategic
acquisitions, it has solidified its position as the world's largest
independent trust company.
This leadership status brings a heightened level of regulatory interest and
scrutiny from multiple jurisdictions, particularly as JTC operates in markets
with evolving standards in financial services, data privacy and environmental
disclosure. As international bodies and local regulators raise standards, JTC
faces the challenge of maintaining top-tier compliance across diverse, complex
regulatory landscapes.
To mitigate these emerging risks, JTC remains proactive in regulatory
engagement, providing thought leadership and regular communication with
regulatory authorities to anticipate and adapt to evolving standards. Our
approach includes horizon scanning for emerging regulations, active
participation in consultations and implementing a robust compliance monitoring
framework that aligns with our commitment to meet and exceed regulatory
expectations globally. Furthermore, JTC's Global Risk & Compliance
function and specialised compliance resources ensure that we can meet the
demands of expanded regulatory oversight, reflecting our commitment to
governance excellence as a trusted international professional services
provider.
Data, digital innovation and AI risks
Technological advancements such as AI, quantum computing and digital
currencies are reshaping the financial services sector, offering opportunities
for operational efficiencies while introducing new risks. The rise of
AI-powered large language models raises concerns about data integrity, ethical
AI use and potential errors in automated decision-making or undue reliance on
AI outputs. Additionally, the imminent potential of quantum computing
threatens traditional encryption methods, requiring the implementation of
quantum-safe cryptographic measures. JTC remains vigilant in adapting to these
developments by investing in data protection technologies, maintaining
compliance with international data governance standards, and monitoring
encryption developments. The ethical use of AI is a top priority, with JTC
committed to adhering to evolving regulations on AI governance and ensuring
responsible data usage.
External fraud and cyber security threats
The landscape of external fraud and cyber security threats continues to evolve
rapidly, with recent industry reports indicating heightened risks associated
with cyber-attacks targeting remote working systems and third party vendor
vulnerabilities. Criminals are increasingly employing advanced AI-powered
tools, such as deepfakes and automated social engineering tactics, to
manipulate individuals and organisations. In response to these emerging
threats, JTC has established comprehensive cyber security protocols, including
enhanced training for employees and robust system protections. To stay ahead
of the growing complexity of fraud schemes, we are committed to ongoing
investments in AI-driven fraud detection systems and thorough monitoring of
third party vendors, ensuring the integrity and security of our operations.
Compliance complexity
As financial regulations grow increasingly fragmented, particularly with the
divergence between UK and EU standards post-Brexit and varying requirements
across global jurisdictions, maintaining a compliant framework has become a
complex and resource-intensive task. The increased regulatory complexity also
extends to managing nuanced differences in data privacy, anti-money
laundering and cross-border financial services standards across regions where
JTC operates. This complexity elevates the compliance burden and increases the
risk of inadvertent breaches.
In response, JTC has committed to continuous investment in specialised
compliance personnel and advanced compliance technology to effectively
navigate regulatory fragmentation. By integrating local and international
compliance requirements into our overall risk management framework, JTC aims
to maintain a streamlined approach to regulatory adherence. Our Global Risk
& Compliance team and dedicated compliance systems support our mission to
achieve consistent compliance excellence across all jurisdictions, reinforcing
JTC's reputation as a trusted and compliant global professional services
provider.
Environmental, social and governance (ESG) expectations
Stakeholder expectations for transparent ESG reporting and performance are
rising, alongside increased scrutiny on greenwashing claims. Rapidly evolving
and fragmented global ESG regulations further complicate compliance,
particularly when managing a global business. Additionally, failure to meet
public environmental goals or maintain a social licence to operate could
result in reputational damage and litigation. JTC mitigates these risks by
continuously strengthening its Group ESG Framework, and ensuring it is aligned
with international standards, while providing thought leadership in
sustainability reporting and compliance services. The appointment of a Group
Chief Sustainability Officer underscores our commitment to addressing these
complex risks and driving forward our ESG strategy.
Climate-related financial risks
The increasing focus on climate change and its financial implications has
amplified risks related to the management and disclosure of climate-related
data. The transition to a low carbon economy and the risk of regulatory
sanctions linked to unmet climate goals, poses both financial and reputational
challenges. JTC is committed to achieving net zero emissions by 2050, managing
transition risks through science-based targets, and aligning with evolving
regulations. Additionally, JTC will continue to evaluate the financial impacts
of climate-related risks on its client base and integrate sustainable finance
practices into its broader operational strategy.
APPENDIX B - Directors' responsibility statement
The following directors' responsibility statement is extracted from the 2024
Annual Report and Accounts (page 122):
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 Group; and
• the Annual Report and Financial Statements includes a fair review of the
development and performance of the business and the position of the Group,
together with a description of the principal risks and uncertainties that it
faces.
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 7 April 2025 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 2024 and are shown on pages 129 to 169 of the 2024
Annual Report and Accounts. A final dividend of 8.24 pence per Ordinary Share
is recommended by the Directors. Subject to approval at the 2025 Annual
General Meeting, the dividend will be paid on 27 June 2025 to Shareholders who
are on the Register of Members at the close on business on 30 May 2025. The
shares will become ex-dividend on 29 May 2025. An interim dividend of 4.3
pence per Ordinary Share was paid on 25 October 2024.
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