22 April 2021
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Publication of Annual Report and Accounts and Notice of AGM
Further to the release of the Company's final results announcement on 13 April 2021, the Company announces that the Annual Report and Accounts for the year ended 31 December 2020, and a circular containing the Notice of the 2021 Annual General Meeting, have been published on the Company's website www.jtcgroup.com/investor-relations and copies sent to shareholders, together with a Form of Proxy.
In accordance with Listing Rule 9.6.1, copies of the following documents have been submitted to and will shortly be available for inspection at the National Storage Mechanism:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
- 2020 Annual Report and Accounts
- Notice of 2021 Annual General Meeting
- Form of Proxy for the 2021 Annual General Meeting
Participation and Voting at the AGM
The Board values the opportunity to engage with Shareholders who, under normal circumstances, are very welcome to attend the AGM in person, however the health and safety of the Company's shareholders, employees and officers remains paramount. In light of Government measures to reduce the transmission of Covid-19, and specifically the 'physical distancing' and 'safer travel' guidance which currently applies in Jersey, Shareholders are encouraged to appoint a proxy in order to vote on the matters being considered at the AGM. Shareholders may appoint a proxy via the CREST electronic proxy appointment service or by completing a Proxy Form.
Shareholders are encouraged to submit any questions they may have for the Board before the AGM by emailing agm@jtcgroup.com by no later than 5 p.m. on 22 May 2021. 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 24 May 2021.
The Board will continue to monitor the situation, should Government advice dictate that changes to the arrangements for the AGM are necessary details will be published on the Company's website and announced via the Regulatory News Service.
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 2020 Annual Report, 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 13 April 2021. 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 2020 Annual Report. Page numbers and notes in the following appendices refer to page numbers and notes in the 2020 Annual Report.
For further information please contact:
Miranda Lansdowne
JTC (Jersey) Limited
Company Secretary
+44 1534 700 000
Miranda.Lansdowne@jtcgroup.com
APPENDIX A - Principal and Emerging Risks and Uncertainties
The following description of the principal and emerging risks and uncertainties that the Company faces is extracted from the 2020 Annual Report (pages 52 - 53):
Principal risks
We assess the principal risks JTC is exposed by reference to (i) their impact if they were to occur and (ii) the likelihood of occurrence. These factors are plotted on the Group Risk Register and Risk Assessment Matrix. The timescale over which the risks could occur are a further factor of consideration and referenced in the table below. The Chief Risk Officer reports to the Audit and Risk Committee, presenting the Group Risk Register and Group Risk Assessment Matrix and providing an assessment of the risk status based on the control and mitigation.
|
| 1 | 2 | 3 | 4 | 5 |
| PRINCIPAL RISK | Risk of a security breach, including cyber‑attacks from destructive forces leading to loss of confidentiality and integrity of data. | Risk of the Group taking on the wrong type of clients, or the Group or the client's actions during the client's lifecycle leading to losses, failed strategic objectives, poor customer service and employee frustration and potentially enforcement, supervision or regulatory sanction. | Risk that acquisitions fail to achieve intended objectives or give rise to ongoing or previously unidentified liabilities. | Failure to attract, maintain and develop high-calibre, experienced senior managers and employees in key roles in the business, in order to achieve JTC's strategic aims. | Risk that legal or regulatory changes will materially affect the financial services sector or specific jurisdictions in which JTC operates. |
| POTENTIAL CAUSES
| · Data exfiltration · Malware · Financial theft · Denial-of-service attacks · Cyber phishing attacks · Network service failures · Employee error · Malicious employee intent · Security breach of client data | · Inadequate policies and procedures · Failure to apply policies and follow procedures · Failure to follow codes of conduct · Failure of managerial oversight · Failure to adequately train and develop employee · Failure to identify and remediate identified issues promptly | · Inadequate due diligence · Economic misjudgement · Lack of strategic clarity · Ineffective or delayed integration | · 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 | · Geopolitical uncertainty · 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 |
| MITIGATION | · Defined and audited IT procedures · Embedded, external security · IT systems including 'one-click' reporting for suspicious activity and monitoring external emails · Periodic external security assessments (at least annually) · System access controls embracing 'least privilege access' model · Specialist in-house IT security · Continuous training programme including annual compulsory online security awareness course · Review of data security procedures and controls as part of the annual ISAE 3402 report · Strict business continuity planning | · Rigorous policies and procedures subject to regular review (including for client take-on) · Enhanced vetting and sign-off for higher-risk clients · Frequent staff training and awareness initiatives · Established reporting and escalation process with review by boards or committees as appropriate · Independent client and compliance-monitoring review programme · Established risk and compliance culture across the Group · Ensuring high-quality administration and compliance staff in each jurisdiction, with internal legal counsel support where necessary · Well-established RFS process · 'Three lines of defence' assurance and controls model | · Strict due-diligence process including third-party assessments by well‑regarded accounting and legal firms and thorough review by in-house experienced acquisition team · Obtaining run-off insurance for minimum five-year period where required · Governance and questioning from Non‑Executive Directors (including reference to proprietary Jurisdictional Strength Index) · Established and tested integration strategy and process agreed before acquisition · Management experience · Shared Ownership aligns interests | · Ensuring competitive remuneration package and proactive benchmarking against peer group and competitors · High-quality and well-maintained office space · Supportive, friendly and inclusive working environment · Shared ownership ideology established across the business · Established management culture supporting staff development and recognition · Key roles identified and development of succession planning · Established in-house employee training for all levels of the business including bespoke senior management development programme · External professional qualifications encouraged and supported (including financially) · Flexible and appropriate working practices | · Specialist risk and compliance staff with the skills needed to monitor and report on strategic outlook and the impact of change · Strict and sustainable regulatory change-management model · International presence offering alternative solutions across multiple jurisdictions (including within the EU) · Agile technology allowing for swift adoption and assured compliance with rapidly changing reporting requirements · Proven record of navigating and maximising revenue growth opportunities from regulatory change |
| Timescale | Continuous risk | Continuous risk | Diminishing risk as each acquisition is integrated | Continuous risk, but with some increased risk following key remuneration events | Continuous risk |
These topics are considered regularly so that we can adapt to changing market conditions or competition. This report should be read in conjunction with the Viability Statement on page 54 of the 2020 Annual Report.
APPENDIX B - Directors' responsibility statement
The following directors' responsibility statement is extracted from the 2020 Annual Report (page 104):
We confirm that to the best of our knowledge:
· The Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;
· The Strategic Report (contained on pages 1 to 54) includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and
· The directors consider the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position, performance, business model and strategy.
Approved by the Board on 12 April 2021 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 2020 and are shown on pages 105 to 168 of the 2020 Annual Report. A final dividend of 4.35 pence per ordinary share is recommended by the Directors. Subject to approval at the AGM, the dividend will be paid on 2 July 2021 to Shareholders who are on the Register of Members at the close on business on 11 June 2021. The shares will become ex-dividend on 10 June 2021. An interim dividend of 2.4 pence per ordinary share was paid on 23 October 2020.
Enquiries
JTC PLC +44 (0) 1534 700 000
Miranda Lansdowne
Camarco +44 (0)20 3757 4985
Geoffrey Pelham-Lane
Monique Perks
Emily Shea-Simonds
About JTC
JTC is a publicly listed, global professional services business with deep expertise in fund, corporate and private client services. Every JTC person is an owner of the business and this fundamental part of our culture aligns us with the best interests of all our stakeholders. Our purpose is to maximize potential and our success is built on service excellence, long-term relationships and technology capabilities that drive efficiency and add value.
Forward Looking Statements
This announcement may contain forward looking statements. No forward looking statement is a guarantee of future performance and actual results or performance or other financial condition could differ materially from those contained in the forward looking statements. These forward looking statements can be identified by the fact they do not relate only to historical or current facts. They may contain words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "projected", "expect", "estimate", "intend", "plan", "goal", "believe", "achieve" or other words with similar meaning. By their nature forward looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of these influences and factors are outside of the Company's control. As a result, actual results may differ materially from the plans, goals and expectations contained in this announcement. Any forward looking statements made in this announcement speak only as of the date they are made. Except as required by the FCA or any applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement.
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