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
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/
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
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)
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
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
Primary, overarching risk elements,
containing SIX components
|
LEVEL 2
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
(Group Chief Executive Officer)
The risk that acquisitions do not
achieve intended objectives, give rise to ongoing or previously
unidentified liabilities, disrupt operations and divert senior
management time and attention.
|
|
• Inadequate due diligence
• Economic misjudgement
• Lack of strategic clarity
• Ineffective or delayed integration
• Unpredicted changes to external environment
|
|
• Strict due-diligence process, including JTC subject-matter
experts and third-party assessments by experienced external
advisors
• Appropriate scrutiny and challenge from Group Development
Committee, Group Holdings Board and Non-Executive
Directors
• Established and tested integration strategy agreed prior to
acquisition with robust post-acquisition governance
• Experienced management team
• Shared Ownership to align interests and deferred
consideration
• Insurance run-off cover
• Vendor representations and warranties (backed by insurance
where appropriate)
|
|
This risk will diminish over time as
each acquisition is integrated, but current strategic intentions
are likely to cause this risk category to remain as a principal
risk.
|
|
2
|
COMPETITOR AND CLIENT DEMAND RISK
(Group Chief Executive Officer)
The risk of failing to anticipate
client demand or to innovate in line with key competitors, or
advancing technology or regulatory/political change may lead to
significant loss of potential or existing business.
JTC operates in a competitive and
fast-paced global market requiring a responsive approach to client
demand and behaviour, competitor activity, innovation, economic and
regulatory changes and geopolitical events.
|
|
• 'Black swan' events (e.g.
pandemic)
• Competitor actions
• Political trends
• Economic conditions
• Market conditions
• Regulatory changes
• Technological changes
|
|
• Group Holdings Board responsibility for identifying
forthcoming requirements in respect of digital and business systems
investment and continually considering emerging threats due to
market conditions, taking mitigating action as
appropriate
• Group Holdings Board responsibility for identifying and
prioritising product innovation
• Group Commercial Office to assess, prioritise, de-risk and
commercialise opportunities
|
|
This risk is largely influenced by
external factors and is therefore likely to remain a continuous
principal risk
|
|
3
|
STRATEGY RISK
(Group Chief Executive Officer)
The risk that inadequate strategic
decisions or failure to execute the set strategy has a detrimental
impact on Group operations, clients and market confidence.
Alternatively, the Group's strategy brings excessive risks to the
business or does not sufficiently align to changing market
conditions or client requirements, such that sustainable growth,
market share or profitability is affected.
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.
|
|
• Operation outside of risk appetite
• Product or service failure
• Senior management or leadership changes
• Legal or regulatory challenges
• Lack of understanding of a new jurisdiction
|
|
• Overarching strategy is set every three to five years and
progress is periodically re-examined
• Strategy regularly reviewed and challenged by Board and, as a
listed entity, subject to investor and third-party
scrutiny
• Strategy drives annual business planning process and
performance- based targets
• Risk-taking and aversion in pursuit of strategic objectives is
balanced through the setting and overseeing of the Group Risk
Appetite
|
|
Strategic risk is an ongoing risk
for any business and therefore is likely to remain as a continuous
principal risk.
|
|
4
|
PERFORMANCE OF BUSINESS RISK
(Group Chief Executive Officer)
The risk that the Group does not
meet its financial forecasts or does not achieve the provided
market guidance.
JTC is listed on the London Stock
Exchange and subject to market consensus expectations that can
influence shareholder value.
|
|
• Inadequate budgeting and forecasting
• Unpredicted costs or losses
• Lack of information provided to brokers and
analysts
|
|
• Budgets set annually and agreed with Divisional Heads,
Jurisdictional Managing Directors and P&L account
owners
• Monthly reporting and KPIs that help monitor performance
against 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
|
|
Business performance risk is an
ongoing risk for a business, especially for a quoted business. This
risk is therefore likely to remain as a continuous principal
risk.
|
|
5
|
CLIENT AND PROCESS RISK
(Group Divisional Heads)
The risk of the Group taking on the wrong type of clients, or the Group or the client's actions during the client life-cycle
leads to losses, failed strategic objectives, reputational
damage, poor customer service and employee frustration and potentially regulatory censure. The risk of failing to
clearly define service provision or fulfil a role expertly.
The risk that lack of relevant process or incorrect, inconsistent,
or untimely execution of processes or internal change leads to a
material operational error and the consequential
adverse impact.
|
|
• Failure to apply policies and follow procedures
• Failure to follow codes of conduct
• Failure of managerial oversight
• Failure to adequately train and develop employees
• Failure to identify and remediate identified issues
promptly
• Inadequate policies and procedures
|
|
• Strict adherence to policy and procedures including business
acceptance and periodic reviews, with appropriate escalation for
higher-risk clients / regular client engagement and understanding
of clients' business activities
• Established Terms of Business, template customer agreements
and Legal review of tailored agreements
• Regular staff training and awareness initiatives
• Established reporting and escalation process with review by
boards and 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.
|
|
Client and process risk remains a
continuous principal risk for the business.
|
|
6
|
DATA SECURITY RISK
(Group Chief Information Officer)
The risk of a security breach
including cyber-attacks by from both internal and external sources,
leading to loss of funds, confidentiality and integrity of
data.
The sophistication of cyber threats
is constantly evolving; criminals will 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 erode
market and regulator confidence
|
|
• Unauthorised data transfer
• Malware
• Financial theft
• Denial-of-service attacks
• Cyber phishing attacks
• Network service failures
• Employee error
• Malicious employee intent
• Security breach of client data or systems
• Failure to follow procedures
|
|
• Defined and audited IT procedures
• External security assessment conducted annually
• System access controls including least privilege access
model
• Dedicated Senior IT Security Manager and Team
• Training including compulsory online Security Awareness
courses for all employees
• Alignment to industry security standards
• Review of data security procedures and controls as part of the
annual ISAE 3402 Report
• 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 business
continuity plans
|
|
Data security risk remains a
continuous principal risk for the business.
|
|
7
|
POLITICAL / REGULATION RISK
(Group Chief Executive Officer)
The risk that the JTC business
operating model is adversely affected by political or
regulatory changes which affect the markets or services we offer together with our client base.
Risk of exposure to regulatory
sanction and subsequent reputational damage given
a failure to follow regulatory laws, orders and
codes of practice requirements.
As the regulatory environment
continues to develop, we expect a continuing global trend
of increased
regulatory scrutiny
and intervention
for all
regulated businesses including trustee,
fund and corporate service providers. The Group is well positioned
to comply with relevant requirements and to be able to operate in
this changing regulatory environment.
|
|
• Geopolitical uncertainty and change of governments
• Regional or global standards or requirements with
disproportionate impact
• Political reaction to wide-scale data leaks and associated
negative press coverage
• Balancing increased transparency requirements with increased
data protection legislation
• Challenge and cost of measuring, monitoring and demonstrating
good conduct as well as meeting new requirements
• Keeping pace with rapid regulatory change and reporting
requirements
|
|
• Specialist risk and compliance staff with the skills needed to
monitor and report on strategic outlook and the impact of
change
• Review by appropriate boards and committees, and scanning of
horizon for potential changes
• Comprehensive policies, procedures and processes in operation
within the Group that align to the appropriate regulatory
regimes
• Embed (and continue to promote) a robust risk and compliance
culture across the Group from PLC Board down through the
organisation
• Ensuring appropriate compliance resource in each
jurisdiction
• 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
|
|
Political and regulation risk is
expected to remain a continuous principal risk for the
business.
|
|
8
|
FINANCIAL CRIME RISK
(Group Divisional Heads)
The risk of the Group operating
inadequate systems, procedures and controls that fail to prevent the administration of client structures
that are exposed to financial crime.
(NOTE: Financial Crime Risk includes
money laundering, terrorist and proliferation financing, sanctions, fraud, bribery and corruption and tax
evasion risks).
This is an area where there is
intense regulatory attention and scrutiny. The Group
is committed to the highest
standards of ethical behaviour and operates in a manner
designed to deter and prevent financial crime risk. There is
focused oversight and monitoring of financial
crime risks, and adherence to both internal financial crime policies and regulatory obligations.
|
|
• Poor culture
• Inadequate awareness training
• Poor Know Your Client processes
• Inadequate record keeping
• Deficient screening processes
• Lack of a risk-based approach
• AML/CFT/CPF arrangements not tailored to business profile/
characteristics
• Procedural failures
• Failure to report suspicious activity on a timely
basis
|
|
• Comprehensive policies, procedures and processes in operation
within the Group that are specifically drafted for AML/CFT/CPF
purposes
• The hiring of capable employees in each jurisdiction that
undertake the key person roles (e.g. Compliance Officer and Money
Laundering Reporting Officer)
• Frequent mandatory staff training and awareness initiatives
and CPD requirements
• Compliance monitoring testing programme in place
• Access to external consultants and databases to enable daily
ongoing monitoring and in depth enquiries on clients as
appropriate
• Established Business Risk Assessment (BRA) process which is
subject to periodic Board review
• Authentication protocols to verify the identity of instructing
third parties
|
|
Financial crime risk is expected to
remain a continuous principal risk for the business.
|
|
9
|
FIDUCIARY RISK
(Group Divisional Heads)
The risk of breaching fiduciary
duties, including failing to safeguard client assets, can be
harmful to the Group's reputation and could become subject to
high-value litigation. There is also the risk in failing to clearly
define the Group's role in providing services to a client structure
or service vehicle or a failure to fulfil the role
expertly.
JTC operates a comprehensive set of
controls to prevent risk materialising in relation to its fiduciary
duties. A change in the market conditions causing lower valuations
of higher-risk investments, could change risk exposures and
fiduciaries may begin to experience increased regulatory scrutiny
and litigation with regard to responsibilities.
|
|
• Breach of duty
• Failure to act in accordance with constitutional documents or
service agreement
• Failing to exercise reasonable care, skill and
diligence
• Failure to declare interests or manage conflicts
• Making partial judgements
|
|
• Strict policies, procedures and processes in operation within
the Group (particularly risk escalation and recommendation for
signing policy)
• Qualified and experienced staff operating within '4-eyes'
control parameter
• Continuous training programme and CPD requirement
• JTC does not provide legal or tax advice to its
clients
• Significant insurance cover
|
|
Fiduciary risk is an endemic
feature of JTC business operations and is expected to remain a
continuous principal risk.
|
|
10
|
ADEQUATE RESOURCES RISK
(Group Chief Operating Officer)
The risk of failure to attract or
retain the best people with the right capabilities
across all
levels and
jurisdictions.
The repercussions of the global
pandemic have significantly altered the workplace
and the employment market in many
jurisdictions. Remote-working practices initiated during
early lockdown measures have been embraced into business-as-
usual flexible working arrangements utilising the
Group's existing strong technology capabilities.
Regretted attrition is carefully monitored
in view
of changes
in employee
attitudes, skills shortages and inflationary
pressures that have the potential to be disruptive to the Group's
workforce.
JTC continues to focus on employee
satisfaction (launching an annual employee survey in 2022, which was repeated and further developed in
2023), succession planning and personal development, including
supporting professional qualifications.
|
|
• Uncompetitive remuneration
• Unappealing working environment and inadequate
support
• Lack of adequate succession planning
• Failure to invest in appropriate and timely talent
development
• Failure to identify roles most essential to achieving
strategic aims
• Failure to identify the required skills for key
roles
• Insufficient focus on attitude and motivation and alignment
with JTC's vision and values
|
|
• Dedicated in-house human-resource recruitment capability with
detailed understanding of business needs and local market
environment
• Recruitment strategy to enhance and bolster teams, succession
planning and employee value proposition
• JTC ensures that the remuneration package is competitive in
the marketplace and benchmarks with peer group
• Management monitoring of capacity and work loads
• Shared Ownership scheme embedded across the
business
• 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 programs
• Flexible working arrangements
|
|
Adequate resourcing risk is
expected to be a continuous principal risk.
|
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.