JTC ANNUAL REPORT AND ACCOUNTS 2021

Sharing together

STRATEGIC REPORT

1 HIGHLIGHTS

2 JTC OVERVIEW

3 OUR SHARED OWNERSHIP CULTURE

4 CHIEF EXECUTIVE OFFICER’S REVIEW

8 INVESTMENT CASE

9 OUR MARKET DRIVERS

11 OUR BUSINESS MODEL

12 CHIEF FINANCIAL OFFICER’S REVIEW

17 INSTITUTIONAL CLIENT SERVICES

19 PRIVATE CLIENT SERVICES

21 INORGANIC GROWTH STRATEGY

26 KEY PERFORMANCE INDICATORS

28 ENVIRONMENTAL SOCIAL GOVERNANCE

42 RISK MANAGEMENT

44 RISK TYPES

45 PRINCIPAL RISKS

50 VIABILITY STATEMENT

GOVERNANCE

52 CHAIRMAN’S INTRODUCTION

53 BOARD OF DIRECTORS

55 GOVERNANCE AT A GLANCE

56 ACTIVITIES OF THE BOARD

57 STAKEHOLDER ENGAGEMENT

59 NOMINATION COMMITTEE REPORT

63 BOARD EVALUATION

64 AUDIT AND RISK COMMITTEE REPORT

67 REMUNERATION COMMITTEE REPORT

93 DIRECTORS’ REPORT

96 DIRECTORS’ RESPONSIBILITY STATEMENT

FINANCIAL STATEMENTS

98 INDEPENDENT AUDITOR’S REPORT

103 CONSOLIDATED INCOME STATEMENT

103 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

104 CONSOLIDATED BALANCE SHEET

104 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

105 CONSOLIDATED CASH FLOW STATEMENT

105 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ADDITIONAL INFORMATION

141 INVESTOR RELATIONS INFORMATION

142 GLOSSARY

Contents

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Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

Propelling the business

forward together

HIGHLIGHTS

FINANCIAL HIGHLIGHTS

– Revenue up 28.2% to £147.5m (2020: £115.1m), reflecting strong net

organic growth of 9.6% (+17.5% gross) and inorganic growth of 18.6%

– Underlying EBITDA up 25.0% to £48.4m (2020: £38.7m) with an

underlying EBITDA margin of 32.8% (2020: 33.6%) and 34.4% in

thecore business excluding acquisitions (2020: 35.7%)

– Annualised new business wins totalling £20.9m (2020: £17.9m),

comprising £13.1m in ICS and £7.8m in PCS, which included our

largestever single mandate (c. £2.5m per annum)

– Strong underlying cash conversion in line with guidance at 87%

(2020: 91%)

– Dividend up 13.6% at 7.67p per share (2020: 6.75p)

– A robust balance sheet, which was further strengthened by £144.8m

gross proceeds from two equity fundraises, which includes an undrawn

£69.3m out of the available £225m banking facilities secured during

theyear with no debt falling due for repayment before 2024. Pro-forma

net debt at period end was 2.0x underlying EBITDA

STRATEGIC HIGHLIGHTS

– Continued demonstration of the resilience of the business

model,achieving the Group’s 34th consecutive year of growth

withbalancedperformances from both Divisions

– Shared Ownership distribution of £20m to our global

employee-ownerworkforce

– Strong demand for JTC’s services as demonstrated by organic

growthand new business performance

– Executing on our inorganic growth strategy with seven high

qualityacquisitions completed in the year, including substantial

scalingof theICS business in the US market

OUTLOOK

– Medium-term guidance maintained; net organic revenue growth

of8%– 10% per annum; underlying EBITDA margin of 33% – 38%;

cashconversion of 85% – 90% and net debt up to 2.0x

underlyingEBITDA

– Continued focus on the integration of recent acquisitions, with

allsevenon track, after an activeyearofinorganic growth

– A positive start to the year, with the Group remaining well invested

todeliver continued growth and operational improvements

– M&A pipeline remains healthy and disciplined approach will continue

with particular focus on the US, UK, Ireland and mainland Europe

REVENUE (£M)

+28.2%

2020 115.1

2021 147.5

UNDERLYING

BASIC EPS (P)**

+17.4%

2020 21.77

2021 25.55

FINAL DIVIDEND

PER SHARE (P)

+0.92

2020 6.75

2021 7.67

UNDERLYING

EBITDA (£M)*

+25.0%

2020 38.7

2021 48.4

NEW BUSINESS

WON (£M)

+16.8%

2020 17.9

2021 20.9

NET DEBT (£M)

+£37.5m

2020 75.8

2021 113.3

UNDERLYING

EBITDA MARGIN (%)

-0.8pp

2020 33.6

2021 32.8

LIFETIME VALUE

WON (£M)***

+17.6%

2020 170.7

2021 200.8

* Items classified as non-underlying are

detailed in note 7 of the financialstatements.

Non-underlying items are defined as specific itemsof

incomeorexpenditure that are not of a continuing operational nature.

** Underlying basic EPS reflects the profit for the year adjusted to remove

the impact of non-underlying items, amortisation of acquired intangible

assets and associated deferred tax, amortisation of loan arrangement fees

and unwinding of net present value discounts.

*** Lifetime Value Won (LVW) is 10 times annualised value of work won

minus value of attrition in past year.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

JTC OVERVIEW

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 maximise

potential and our success is built on service excellence,

long-term relationships and technology capabilities that

drive efficiency and add value.

OUR PEOPLE DRIVE JTC

JTC has a highly qualified

teamof professionals

providinga global service

1,300+

employee-owners

CLIENT SERVICE EXCELLENCE

We win and retain clients

basedon our quality

7,000+

clients

GLOBAL REACH

Our service offering spans all

key international markets

50+

major service lines

PRIVATE CLIENT

SERVICES (PCS) DIVISION

Provides trust, corporate and banking

services for global wealth management

firms, family and private offices and

UHNWand HNW individuals.

INSTITUTIONAL CLIENT

SERVICES(ICS) DIVISION

Provides fund, corporate and banking

services toinstitutional clients, primarily

fundmanagers, listed companies

andmultinationals.

PRIVATE

CLIENT SERVICES

We specialise in a holistic approach to

protecting assets across countries and

generations, including through our dedicated

JTC Private Office. Applying a deep

understanding of our clients’ needs, we support

them for the long-term through family

governance, global compliance, structure

formation and maintenance.

FUND

SERVICES

We are expert in a wide variety of fund types

and services across a diverse range of asset

classes and leading funds jurisdictions.

We partner with our clients and provide support

throughout the lifecycle of a fund, including

complex and ongoing reporting and

regulatory compliance.

CORPORATE

SERVICES

Working with private companies, public

companies, family offices and individuals, we

provide a sophisticated range of corporate

services and employer solutions, including

structure formation, company secretarial and

compliance work.

38%

of revenue

35%

of revenue

27%

of revenue

Our clients work

with us for

10+ years on average

Our services are

used by clients from

100+ countries

Our people serve

clients from

30 offices globally

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

OUR SHARED OWNERSHIP CULTURE

£14m

shared

initial

holding

TOTAL VALUE

£350m+

100%

OWNERSHIP

1998

A NEW WAY

Nigel Le Quesne creates JTC

Shared Ownership and

establishes it with half

of his own equity.

GOING PUBLIC

2nd Shared Ownership award

made when the Group lists on

the LSE. JTC begins its

Odyssey era business plan.

2018

T-FA

IOU

CULT

UES

E N T R E P R E N E U R I A L

O U T L O O K

C O M P A N Y B E F O R E

I N D I V I D U A L

S T A K E H O L D E R

M E N TA L I T Y

M E R I T O C R A C Y

M A X I M I S E

I N D I V I D U A L

P O T E N T I A L

‘A B O V E A N D

B E Y O N D ’ S E R V I C E

‘ C A N D O ’

AT T I T U D E

‘ W A N T T O W I N ’

M E N TA L I T Y

Shared Ownership for every employee

liesatthe heart of our culture. It binds us

together, creates a long-term perspective

andmakes us Stronger Together.

In the Galaxy era, we aim

todouble the size of the

business from 2020 results.

This means revenue of

£230m+ and underlying

EBITDA of £78m+.

£20m

shared

2021

SHARED OWNERSHIP

AS A PUBLIC COMPANY

3rd Shared Ownership award

made when the business

doubles in size since IPO.

JTC begins its Galaxy era

business plan.

HOW JTC SHARED OWNERSHIP WORKS

All permanent employees are automatically

part of the Shared Ownership programme.

Scores are calculated annually for each person

based on their length of service; seniority and

appraisal score. Appraisal scores are based

50:50 on achievement of goals and behaviours.

When a multi-year business plan, or era, is

completed and if the Company has achieved

or exceeded its goals, the Shared Ownership

programme will consider making an award

from the Employee Incentive Plan (EIP) to all

eligible employees.

In addition – and in line with JTC’s meritocratic

approach to progression – a Deferred Bonus

Share Plan (DBSP) and Performance Share Plan

(PSP) provide added incentive for those who

have taken on leadership roles.

THE JTC ‘MAGIC WHEEL’

Over 20 years old, it is as valid today as when

it was created. We believe that by living these

values and behavioural traits, we can protect

and nurture Shared Ownership and grow our

company for the benefit of everybody. And vice

versa, the concept of Shared Ownership is

what inspires the values and behaviour.

“ With all our

peopleas owners

of the business,

theinterests of all

our stakeholders

arealigned.”

NIGEL LE QUESNE

£12m

shared

2012

LOCAL TO GLOBAL

1st Shared Ownership award

made when a minority stake is

sold to PE firm CBPE.

JTC begins its Malbec era

business plan.

Including direct ownership and Shared

Ownership awards, JTC has generated

£350m+ of total valueforemployee-

owners since 1998

In 2019, JTC's Shared Ownership

programme became the subject

ofaHarvard Business School

MBAcasestudy

100% of permanent employees

areowners of the business through

JTC'sShared Ownership programmes

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

CHIEF EXECUTIVE OFFICER’S REVIEW

Great people, great culture,

strong performance

Nigel Le Quesne

Chief Executive Officer

PEOPLE, CULTURE AND

SHAREDOWNERSHIP

Last year I wrote about the overall resilience

of the business and how it enabled us to

navigate the challenges of the pandemic while

continuing to grow in line with our established

medium-term guidance. I referenced our well-

invested infrastructure, experienced management,

track record of navigating previous macro

events and our scale and diversification. I also

highlighted that the most important ingredient

of all was our people and our culture. JTC’s

Shared Ownership model – where every

employee is an owner of the business – is now

in its 25th year and is more important to us

than ever. With that in mind, a key achievement,

probably our proudest in 2021, was the £20m

Shared Ownership award made to our global

team in July. The award was a reflection of the

progress made under our Odyssey era business

plan, which ran from our IPO in 2018 to the

end of 2020. And while it was our first distribution

as a listed business and our first in shares, it

Revenue

£147.5m

Underlying EBITDA

£48.4m

was the third in our history and brought the

total value generated for JTC employee owners

since 1998 to over £350m. To prove that the

concept remains valid as a public company

and to be able to share the success achieved

since listing with everyone was very satisfying.

Our sector leading staff turnover (see page

27) and the record 26 industry awards won

across the Group in 2021 are evidence of our

unique culture and the quality of the JTC brand.

FINANCIAL PERFORMANCE

2021 was a great first year for our current

business plan, the Galaxy era, where our aim

is to double the size of the Group relative to

where we ended 2020. We once again delivered

performance in line with market expectations

and medium-term guidance, with revenue

growth to £147.5m (2020: £115.1m), achieving

£48.4m of underlying EBITDA (2020: £38.7m)

at an underlying Group margin of 32.8%

(2020: 33.6%) and 34.4% when acquisitions

are excluded (2020: 35.7%). It was particularly

pleasing to achieve net organic growth of 9.6%

(2020: 7.9%) driven by record new business

wins of £20.9m (2020: £17.9m) alongside

inorganic growth of 18.6% (2020: 8.0%), which

reflected our busiest year yet for M&A.

GROWTH

In our Galaxy era, we expect two thirds of our

growth to be inorganic, so the seven acquisitions

completed – the most we have ever achieved

in a single calendar year – gets us out of the

blocks quickly. The quality businesses in Segue,

SALI and most recently EFS, also supported

our strategic push into the US, which is now

our second-largest jurisdiction by revenue.

Overall, these seven additions mean the

JTCglobal team now extends to more than

1,300 colleagues. As we grow our platform,

we will respect its integrity and underlying

strength and in 2022 we will continue to

consolidate the acquisitions made in 2021,

whileremaining alert to the potential of further

high quality deals.

Achieving net organic revenue growth of 9.6%

near the top end of our guidance range of 8%

– 10% was a strong result. Our record new

business wins of £20.9m included the largest

9.6%

Net organic

revenue growth

18.6%

Inorganic

revenue growth

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

single mandate the Group has ever won, with a

value of c.£2.5m per annum, which we expect

to start delivering revenue from H2 2022.

Considering the ongoing travel restrictions that

affected new business development activities

and the fact that most of our acquisitions came

towards the end of the year and therefore had

little time to impact the organic growth figures,

these results show very welcome and encouraging

demand for our services. As we move through

2022, an increasing focus will be placed on

leveraging our growing range of services and

solutions tocreate an internal market that

provides a richer and deeper range of services

to existing clients, increasing share of wallet and

making client relationships even ‘stickier’ over

their lifetime.

INSTITUTIONAL CLIENT

SERVICESDIVISION

Revenue increased 43.6% to £92.7m (2020: £64.6m)

with a 55.8% increase in underlying EBITDA

to £28.0m (2020: £18.0m). Pleasingly, and in

keeping with the progress that began in 2020

with our Blueprint margin expansion programme,

the underlying EBITDA margin increased 2.3pp

to 30.2% (2020: 27.9%). Net organic growth

increased to 11.5% (2020: 6.9%) with the

annualised value of new business wins £13.1m

(2020: £13.4m).

M&A activity in 2021 was particularly focused

on increasing scale and capability in the US,

Ireland and the UK. The seven deals completed

in the year, which were all primarily orientated

towards the ICS offering, met these jurisdictional

targets, with RBC Cees, INDOS, Ballybunion

Capital, SALI Fund Services, Segue Partners,

EFS and perfORM all adding scale, expertise

and quality.

“ 2021 was a great first year for the Galaxy

era, with strong organicgrowth and a

record seven acquisitions.”

With so many first-class acquisitions in the

US, we are well placed to capitalise on

opportunities in that market, and the US is

now the ICS Division’s second biggest jurisdiction,

providing a solid platform from which to grow

the JTC brand. The growth of our UK office in

2021 demonstrates an ability to widen our

service offering around the mandates we

attract, while in the EU, we have been particularly

successful in attracting new business to our

Luxembourg office.

With regard to our ambitions to be recognised

as the fund and corporate services firm of

choice, we have begun to deliver our strategy.

With the acquisition of Cees, we are already

the market-leading provider in the Employer

Solutions sector, while in Jersey, London and

the Netherlands, we are developing a reputation

for providing top-quality service to high value,

blue chip clients.

Overall, the ICS Division made very positive

progress on our plan for the Galaxy era and I

am confident we are firmly on the path to

establishing JTC as the number-one partner

for expert solutions for fund and corporate

services clients. Our restructured cross-

jurisdictional operating model will help us

maintain our margins, while continually

enhancing service delivery and supporting

growth via technology.

PRIVATE CLIENT SERVICES DIVISION

Revenue increased 8.4% to £54.8m (2020: £50.5m)

with a small decrease in underlying EBITDA to

£20.4m (2020: £20.7m). The underlying EBITDA

margin decreased 3.8pp to 37.2% (2020: 41.0%)

but remains at the top end of our guidance

range of 33% – 38% and reflects continued

investment in the PCS platform to support

future growth and manage an increasingly

complex regulatory environment. Net organic

growth was 7.1% (2020: 9.0%) with the

annualised value of new business wins a record

£7.8m (2020: £4.5m), including the Group’s

largest ever single win providing ‘white label’

services to a US-based global bank and its

clients. As noted last year, we continue to

attract work from global financial institutions

who trust us to provide services for their

individual private clients and this trend for

major corporates to opt for a lighter operating

model by partnering with JTC is an area where

we expect to seefurther opportunities.

The Division has invested in people, technology

and other infrastructure to support this type

of work and has the necessary expertise to

scale its capabilities further.

In addition, the experience of our PCS

management team has been reflected in the

growth of several of our regional offices,

notably South Dakota, Cayman, Guernsey and

Dubai, which provides welcome diversification

alongside our continued strength in Jersey.

The development of new services and in

particular those focused on the areas ofregulatory

and tax compliance is an example of how we

are able to leverage the ever increasing volume

of international legislation and regulation as

a growth driver for the business.

The PCS Division continues to be the pre-

eminent private client practice and a leader

in its markets, as evidenced in part by a record

15 award wins in the year. The focus for 2022

will be multi-faceted and include further

development of the PCS service offering, an

increased emphasis on cross-selling, including

with key ICS service lines such as Employer

Solutions, and our nascent strategic expansion

into the US domestic market, which we believe

has exceptional potential on both an organic

and inorganic basis. All of this will be supported

by an agenda to cement the JTC brand as the

hallmark of quality and excellence in the PCS

trust company space.

CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ALCHEMY

As we develop and expand our offering, we have the

opportunity to create an internal market that will drive

organic growth within our existing client book, adding

value by expanding and extending long-term relationships.

Developing our capabilities and services, and cross-selling

within the business, is nothing new, of course, but

formalising our approach can help make the most of

our increasing suite of complementary services.

ORACLE

This is about taking a next-generation approach to

business development and marketing. We will build on

our practitioner-led approach and draw on best-in-class

approaches from around the Group to develop a powerful

Group-wide capability and infrastructure that is another

accelerator of organic growth.

DIVISIONAL BALANCED SCORECARD (DBS)

This is a framework for effective, reliable and consistent

performance management of key commercial, relationship

and risk metrics across the Group. DBS brings a set of

uniform standards to help us appraise and reward the

talent within our business to the levels we set ourselves.

TALISMAN

As a people business, we want to ensure that every JTC

person has the opportunity to develop and maximise

their potential. Building upon the solid foundations

ofthe JTC Academy, we will enhance and expand our

talent development programmes to ensure we create

opportunities for and retain our potential future leaders.

We will tie this to long-term succession planning, letting

our people know we have recognised them and are

developing them accordingly.

CHANGE FOR GOOD

As we grow, we face an ever more complex external and

internal risk environment. Investing in our operational

governance capabilities to keep abreast of this will ensure

we remain fit for purpose as we grow, and are seen as

a leader in this area.

DBS

Group-wide management

tool, creating better balance,

consistency and clarity of

objectives to better coach

and recognise success

TALISMAN

Developing our

people and talent

at JTC

ORACLE

Driving organic

growth – next gen

BD & Marketing

ALCHEMY

Driving organic growth –

cross-sales & internal market

CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

CONTINUOUS IMPROVEMENT

As mentioned, our priorities for 2022 will be

shaped around consolidating our acquisitions

and large business wins, and we have therefore

identified and started a series of initiatives

thatwill further strengthen our global platform

and ensure we remain fit for growth through

the Galaxy era and beyond. These projects,

which include an enhanced and refreshed next

generation approach to business development

to accelerate organic growth, enhanced

financial reporting aimed at improving future

behaviours and further enhancements to our

talent management programme, build on

existing capabilities. These are interconnected,

such that the sum of their impact on the

business will be greater than their individual

component parts:

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

EVOLUTION OF OUR LEADERSHIP TEAM

At JTC we continue to follow our tried and

tested ‘evolution, not revolution’ approach.

We also continue to favour promotion from

within and place great value on industry

client-facing experience. With this approach

in mind, with effect from January 2022, Iain

Johns took up the role of Group Managing

Director and Jon Jennings the role of Deputy

Group Managing Director. The new posts

are inaddition to their current responsibilities

as Group Heads of our PCS and ICS

Divisionsrespectively.

These changes have been primarily driven

by the exciting opportunities presented by

the ever increasing connections and cross-

pollination opportunities arising between

our Divisions.

More generally, at JTC we look to build holistic

managers using our ‘Christmas Tree’ model of

management, which recognises that all leaders

in the business hold responsibilities spanning:

– Client service excellence and delivery

of commercial results

– Leading, managing and developing

people and teams

– Responsibility for proactively managing

governance andrisk

This model ensures JTC leaders take a balanced

approach and focus on what is best for the

long-term success of the Group. The only

distinction, as people progress through the

ranks on a meritocratic basis, is an ever

increasing span of control.

By taking on these new Group-wide roles,

Iain and Jon will increase their spans of control

beyond their respective Divisions and be able

to work more closely with each other and

me as the CEO, as well as with our excellent

Group Operations teams, to drive the business

forward and implement strategies that will

sustain our growth, develop our global platform

and most importantly, support our Shared

Ownership culture.

NIGEL LE QUESNE

CHIEF EXECUTIVE OFFICER

Client service

excellence and

commercial results

Leading, managing and

developing people

and teams

Proactively

managing

governance and risk

IAIN JOHNS

GROUP HEAD OF PRIVATE

CLIENTSERVICES & GROUP

MANAGINGDIRECTOR

JON JENNINGS

GROUP HEAD OF INSTITUTIONAL

CLIENT SERVICES & DEPUTY GROUP

MANAGING DIRECTOR

RISK

JTC has always had an excellent record in

managing the risks associated with being a

leading regulated professional services business.

Throughout 2021 the senior risk team have

focused a large amount of their time and effort

on developing and enhancing our Risk & Compliance

function globally as the approach and expectations

of external parties has hardened. I have highlighted

for some time now the increasing complexity

and burden of international regulation and how

this inevitably brings a degree of challenge to

a business such as ours. It does also however,

provide huge opportunity. We are, in many

respects, a governance business and a substantial

part of the value that we offer clients is our

understanding of – and ability to work effectively

within – an ever evolving and complex international

framework. It has never been more important

to the long-term success of the Group, or more

compelling to clients and partners, to be able

to offer a robust, well-organised and expert set

of capabilities in this area. More detail can be

read in the Risk Management section on page42.

In addition, we have seen long-term emerging

risks come into greater focus, and in particular

transition risks associated with the world moving

to a low carbon future. At JTC we are proud to

play our part by becoming a Carbon Neutral+

organisation in 2021 as part of our own journey

and we also see tremendous opportunity for

the Group as a result of the positive changes

driven by the ESG agenda. More detail, including

our first TCFD disclosures, can be read in the

ESG section on page 28.

At the time of writing, the conflict in Ukraine

continues and it is unclear how or when it will

come to an end. As a Group, we have limited

exposure to Russia, Ukraine or Belarus with

no operations there and limited exposure

amongst a small number of clients to those

countries. However, we are acutely aware of

our responsibilities in relation to sanctions

compliance and enforce all such measures

rigorously. As a compassionate organisation,

we are appalled at the humanitarian suffering

and have made direct donations to the UNHCR

and Save the Children.

OUTLOOK

Two phrases I often repeat are that we like to

keep things simple at JTC and that it’s all about

making this a better business every year.

In 2021 I am confident that we did both.

Building on our strong foundations and business

resilience, we executed well on our organic

and inorganic growth strategies to drive the

business forward and deliver a strong start to

our Galaxy era business plan. We have proved

that our Shared Ownership model is a genuine

differentiator and have successfully adapted

it as a listed business, and I am delighted that

we were able to celebrate the fruits of long-

term success with all our people. Our two

Divisions continue to provide balance and

diversification to the Group and are generating

more cross-pollination opportunities than ever

before. We also materially increased our

presence in a number of key growth markets

and won more new work from clients than

ever before.

Looking ahead, we have taken time to step

back from all that was achieved in 2021 and

map out the next important steps that will be

needed to ensure our well-invested platform

and talented global team are ready and equipped

to deliver continued high performance. We are

pleased with the integration and business

performance of recent acquisitions, with all

seven on track. The project to maximise the

opportunity to internalise SALI’s fund accounting

work is now progressing and will generate

revenues from Q2 2022. While much of the

focus will be on improving and integrating

what we have, we also remain of the view that

the sector is primed for consolidation and that

our proven approach to identifying, securing

and integrating high quality acquisitions is a

key part of creating long-term value for JTC

and our stakeholders.

In concluding, I return to the most important

part of JTC, our people and our Shared Ownership

culture. I would like to thank every member

of the team for their commitment and hard

work in delivering such a strong performance

in 2021. We have an exceedingly talented

group of employee-owners, all of whom I am

very proud to work alongside.

NIGEL LE QUESNE

CHIEF EXECUTIVE OFFICER

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

EXPERIENCED AND

ENTREPRENEURIAL

MANAGEMENT TEAM

DESIGNED

FOR GROWTH,

ORGANIC AND

INORGANIC

HIGHLY VISIBLE

RECURRING

REVENUE AND

STRONG CASH

CONVERSION

WELL DIVERSIFIED

ACROSS CLIENTS,

SERVICES &

GEOGRAPHIES

PROVEN

TRACK RECORD

OF M&A AND

INTEGRATION

STRONG

COMPLIANCE

& RISK

MANAGEMENT

WELL-INVESTED

SCALABLE

GLOBAL

PLATFORM

DEMAND CREATED

BY LONG-TERM

MARKET TRENDS

155+

YEARS

Combined sector-specific

experience of senior

management team

8.6%

Net organic revenue

growth*

15.6%

Inorganic revenue

growth*

89%

Underlying cash

conversion*

7,000+

Clients in over 100

countries. Top 20

clients represent only

15.3% of revenues

Acquisitions since 2010

with13 since IPO in 2018

Paid claim (which was

less than £200k) on our

Professional Indemnity

insurance in 34 years

135%

Growth in employee-

owner headcount

sinceIPO in 2018

23.4%

Revenue CAGR

overlast10 years

OWNERSHIP FOR

ALL CULTURE

A long-term

investment

We believe that JTC represents an exceptional

long-term growth investment prospect.

Our 34 year track record of consistent

revenue and profit growth, including through

periods of significant macroeconomic

challenge, speaks for itself. We believe that

eight key factors define and underpin the

JTC investment case and apply both now

and in the medium to long-term.

INVESTMENT CASE

* Last 3 year average.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

OUR MARKET DRIVERS

Long-term trends

supporting our growth

Operating in a fragmented global industry,

we serve a variety of markets and estimate

that the global addressable market is worth

at least $12bn in annual revenue (ICS $9.5bn

and PCS $2.5bn). These markets are subject

to a number of shared long-term trends,

which offer significant growth opportunities

for our business.

ADDRESSABLE GLOBALMARKET

$12bn

$9.5bn

$2.5bnPCS

ICS

Pace of change

Near-term impact

Long-term impact

INCREASED REGULATION

The growing complexity and scope of regulation

and tax compliance is making expert advice

vital to all our client groups. The risk of errors

or omissions due to misunderstanding or lack

of awareness is greater every year. Therefore

outsourcing is increasingly attractive, using a

specialist partner that is constantly on top of

the latest regulatory changes, and that can

both navigate them and find opportunities

within them.

Pace of change

Near-term impact

Long-term impact

GROWING PROPENSITY

TO OUTSOURCE

As complexity increases, the long-term benefits

of outsourcing increasingly outweigh building

in-house capabilities. For smaller clients it offers

instant access to expertise, and for larger, the

opportunity for a leaner operating model.

The propensity to outsource increases as the

relevant regulatory and tax environments

becomes more complicated and the core

competency of the client can be readily separated

from the associated administration.

Pace of change

Near-term impact

Long-term impact

OPPORTUNITIES THROUGH

TECHNOLOGY

Technology can enable a better client experience,

improve speed and efficiency by automating

tasks that were previously manual and mitigate

risks such as data inputting errors. It also leads

to a greater focus on human expertise, as skilled

people have more time for roles that make use

of their knowledge and understanding of the

nuances of legislation and regulations, to provide

a more valuable service to clients.

WHAT THIS MEANS FOR JTC

As a large global operator, we have the scale

and resource to help clients comply with the

higher standards demanded by growing regulatory

scrutiny, which also creates barriers to entry

for competitors. We are able to maintain our

knowledge of developing regulations, and

expand and revise the services we provide,

bringing multiple revenue opportunities.

WHAT THIS MEANS FOR JTC

We can demonstrate we have the scale and

capabilities to offer a comprehensive, expert

service, with highly qualified, experienced staff

and appropriate technology. We will always

have everything in place to ensure clients

understand that outsourcing to JTC means

certainty on costs, increased accuracy, and

the freedom to focus on core activities.

There arenow major opportunities in the US,

as institutionaland private clients become

more inclined tooutsource.

WHAT THIS MEANS FOR JTC

We continue to focus on best-in-class technology

across the Group and in training our people

to utilise and maximise the full benefits of our

systems. We use technology to improve and

expand our services, while still offering clients

the in-depth expertise only human insight and

relationships can provide. In short, we combine

the best people with the best technology to

get the best results.

Key Fact:

Jurisdictions where JTC is regulated

Key Fact:

£2.5m+ pa

Largest initial outsourcing mandate wonFY21

Key Fact:

100%

Employees able to work remotely

KEY

HIGH

MEDIUM

LOW

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

OUR MARKET DRIVERS CONTINUED

Pace of change

Near-term impact

Long-term impact

CONTINUED MARKET

CONSOLIDATION

Our historically fragmented industry is changing.

Increasing regulatory complexity, a desire for

cross-jurisdictional solutions and the increasing

importance of technology are creating client

demand for greater scale and breadth from

service providers. Consolidation enables a

multi-sector, multi-jurisdiction capability and

is an accelerating trend in our industry. With an

estimated 2,000+ providers in the UK and

Europe and 1,000+ in the US, this will continue.

Pace of change

Near-term impact

Long-term impact

ENVIRONMENTAL, SOCIAL

AND GOVERNANCE

Inflows to sustainable funds are increasing

across all regions of the world and ESG assets

are forecast to expand to 57% of European

mutual funds by 2025.* Rapidly evolving and

varied ESG standards present enormous

challenges for companies, creating demand

for credible and expert third party providers

who can help develop ESG strategies and

policies, and appropriate reporting and

disclosure frameworks.

Pace of change

Near-term impact

Long-term impact

GLOBALISATION AND

RISINGGLOBALWEALTH

There is now easier communication,

co-operationand flow of capital across

international borders, as well as growing

GDPand personal wealth. Corporates

operate and invest globally, fund managers

seek access to international pools of capital

and both private and institutional investors

want to pursue strategies that best fit their

goals, and operate more internationally than

ever before. This all leads to increased demand

for providers of professional services that

can advise and work acrossborders.

WHAT THIS MEANS FOR JTC

We are poised to take advantage, and maintain

a strong pipeline of M&A opportunities, many

originated directly. These span both Divisions

and all types and sizes, from bolt-ons to

complex bank carve outs and transformational

deals. Having acquired 25 businesses since

2010, we have a tried and tested methodology

for integrating companies efficiently onto

our global platform. Our Shared Ownership

culture and reputation for being straightforward

to deal with makes us a popular acquirer.

WHAT THIS MEANS FOR JTC

As a business with Shared Ownership at the

heart of its culture, our approach to ESG is

based on compelling principles and a strong

corporate purpose. As an outsourced provider,

we are ideally placed to become a highly

credible supplier, while our strength in

providingexpertise on complex regulatory

and reporting frameworks means we are

ideally placed to offer technology-enabled

ESG advisory and administration services to

a wide range ofclients.

WHAT THIS MEANS FOR JTC

We have a scalable global platform with an

established presence in all key jurisdictions

and develop new services organically, as well

as acquiring strategically. We are able

toofferboth institutional and private clients

seamless services as they operate and expand

across multiple jurisdictions. We dothisthrough

long-term relationships that average 10+

years, enabling us to grow alongside our

clients and their increasing wealth.

Key Fact:

Businesses acquired in 11 years

Key Fact:

1,500

Tonnes of carbon offset FY21

* Source: PwC Luxembourg.

Key Fact:

+28.3%

Forecast growth in UHNWI by 2026*

* Source: 2022 Knight Frank Wealth Report.

KEY

HIGH

MEDIUM

LOW

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

WITH ALL OUR PEOPLE AS OWNERS

THE INTERESTS OF ALL OUR

STAKEHOLDERS ARE ALIGNED

WE GROW ORGANICALLY BY

OFFERINGSERVICE EXCELLENCE

AND A SUITE OF SOLUTIONS

WITH LONG-TERM RELATIONSHIPS

WE MAINTAIN A WELL-INVESTED

AND SCALABLE GLOBAL PLATFORM

THAT SUPPORTS CONSISTENT

LONG-TERM GROWTH

WE MAKE STRATEGIC ACQUISITIONS

ANDINTEGRATETHEMSEAMLESSLY

SOTHATINOURWORLD2+2=5

OUR BUSINESS MODEL

WHAT WE DO AND HOW WE GENERATE VALUE

Ownership

Alignment

Growth

CLIENTS

We partner with our clients to help

them achieve their goals and meet

theirexpectations of the highest

levelsof service delivered with

integrity,energy and dedication

OUR PEOPLE

We make every employee an owner,

creating an environment where people

can maximise their potential and be

partof creating something meaningful

and long lasting

INTERMEDIARIES

We work symbiotically with

intermediaries oncommon clients,

becoming a trustedextension of

theiroffering and they of ours

M&A OPPORTUNITIES

We provide a home and a platform

forgrowth that is compelling across

thefull range of M&Aopportunities

OUR KEY INPUTS

OUR STRATEGIC STRENGTHS

VALUE WE CREATE FOR STAKEHOLDERS

Our business model is built on our

SharedOwnership culture and driven

byour Purpose; to help maximise the

potential of every client, colleague

andpartner with whom we work.

We create value by aligning with

the interests of our stakeholders and

committing to long-term relationships.

We grow through a compounding strategy

that combines consistent organic growth,

disciplined acquisitions and the continuous

pursuit of operational excellence.

CLIENTS

$200bn client assets we

aretrustedtoadminister

10+ years average

clientrelationship

£43m future value of

additionalwork for existing

clientsgenerated in 2021

EMPLOYEES

£20m Shared Ownership

awardin2021

91% retention rate in 2021

100% permanent employees

areowners of the business

SHAREHOLDERS

30% dividend as %

ofunderlyingPAT

25.55p Underlying EPS in 2021

ROCE > WACC within 12-36 months

CHARITIES AND COMMUNITIES

£187k donated to

goodcauses in 2021

Carbon Neutral+ status

achievedin 2021

INSTITUTIONAL CLIENT

SERVICES (ICS) DIVISION

Provides fund, corporate

andbanking services to

institutional clients, primarily

fund managers, listed companies

and multinationals.

PRIVATE CLIENT

SERVICES(PCS) DIVISION

Provides trust, corporate and

banking services for global

wealth management firms,

family and private offices and

UHNW and HNW individuals.

CORPORATE SERVICES

Working with private companies, public

companies, family offices and individuals,

weprovide a sophisticated range of

corporate services and employer solutions,

including structure formation, company

secretarial and compliance work.

FUND SERVICES

We are expert in a wide variety of

fundtypes and services across a diverse

range of asset classes and leading funds

jurisdictions. We partner with our clients

and provide support throughout the

lifecycle of a fund, including complex and

ongoing reporting and regulatory compliance.

PRIVATE CLIENT SERVICES

We specialise in a holistic approach

toprotecting assets across countries

andgenerations, including through

ourdedicated JTC Private Office.

Applying a deep understanding of our

clients’ needs, we support them for the

long-term through family governance,

global compliance, structure formation

andmaintenance.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

Investing in the future to create

aneven stronger platform for growth

REVENUE

In 2021, revenue was £147.5m, an

increase of £32.4m (+28.2%) compared

with 2020.

Whilst the macroeconomic environment

during the first half of 2021 provided

less conducive conditions for new

business, H2 was strong and helped

us deliver net organic growth of 9.6%

in the year (2020: 7.9%). Our rolling

three year average is now 8.6% and

continues to be within our medium-

term guidance range of 8 – 10% net

organic growth. Included in the year

was our largest ever single new business

win (estimated at c. £2.5m per annum)

which evidences our ability to secure

significant new mandates from large

institutions. The size and complexity

of the mandate has necessitated

meaningful upfront investment which

impacted margins in the PCS Division

in 2021 and we expect revenues to

commence in H2 22.

The growth in 2021 was driven by

gross new business of 17.5% (2020: 16.7%),

inorganic growth of 18.6% (2020: 8.0%)

and attrition of 7.9% (2020: 8.8%).

The lower attrition was notable but

this is consistent with the rolling three

year average which was also 7.9%.

The retention of revenues that were

not end of life increased to 97.4%

(2020: 96.6%). Consistent with prior

years, the not end of life attrition is

being driven by less complex clients

that are seeking lower cost solutions.

The rolling three year average retention

of not end of life revenues was 97.2%.

ICS net organic growth was 11.5%

(2020: 6.9%) with a rolling three year

average of 9.3%. We have experienced

the expected recovery in revenue with

particularly strong growth in the UK,

Cayman, and Luxembourg. Attrition for

the Division in the year was 8.7%

(2020: 8.3%) which included 6.3% for

end of life losses.

PCS net organic growth was 7.1%

(2020: 9.0%) with a rolling three year

average of 7.8% (2020: 7.4%). We continue

to see growing demand for our increasing

suite of services and were pleased to

have recorded the largest ever new

business win for JTC alongside strong

revenue growth in Cayman, Guernsey,

Mauritius and the US. Attrition in PCS

was 6.9% (2020: 9.4%) and was a

significant drop to the prior period

when we consciously chose to exit a

number of BVI structures. The rolling

three year average attrition is 7.9%.

CHIEF FINANCIAL OFFICER’S REVIEW

Martin Fotheringham

Chief Financial Officer

FINANCIAL HIGHLIGHTS

As reported Underlying*

2021 2020 Change 2021 2020 Change

Revenue (£m) 147.5 115.1 +28.2% 147.5 115.1 +28.2%

EBITDA (£m) 26.6 34.9 -23.8% 48.4 38.7 +25.0%

EBITDA margin 18.0% 30.3% -12.3pp 32.8% 33.6% -0.8pp

Operating profit/EBIT (£m) 9.0 21.0 -57.2% 30.8 24.9 +23.9%

Profit before tax (£m) 27.8 11.2 +147.2% 24.9 20.1 +23.7%

Earnings Per Share (p)** 20.49 9.02 +127.2% 25.55 21.77 +17.4%

Cash conversion 79% 91% -12pp 87% 91% -4pp

Net debt (£m) -117.2 -76.0 -41.2 -113.3 -75.8 -37.5

Dividend per share (p) 7.67 6.75 +0.92p 7.67 6.75 +0.92p

* For further information on underlying results see appendix to CFO Review.

** Average number of shares (thousands) for 2021: 130,044 (2020: 116,737).

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED

2020 Revenue* JTC decision Moved service

provider

End of life/no

longer required

Net more from

existing clients

New clients Acquisitions 2021 Revenue

Lost

Won

£112.7m (£0.6m) (£2.1m)

(£5.6m)

£11.2m

£7.2m

£24.7m £147.5m

REVENUE BRIDGE (PLC)

Lost Won

£49.5m

(£0.2m)

(£1.2m)

(£1.9m)

£3.7m

£2.9m

£2.0m £54.8m

2020 Revenue*

JTC decision Moved service

provider

End of life/no

longer required

Net more from

existing clients

New clients Acquisitions 2021 Revenue

REVENUE BRIDGE (PCS)

Lost Won

£63.2m (£0.4m) (£0.9m) (£3.7m)

£7.5m

£4.3m

£22.7m

£92.7m

2020 Revenue* JTC decision Moved service

provider

End of life/no

longer required

Net more from

existing clients

New clients Acquisitions 2021 Revenue

REVENUE BRIDGE (ICS)

ACQUISITIONS

Acquisitions contributed £24.7m of new revenue in the year which is detailed as follows:

PLC ICS PCS

SALI (Q4 2021) £1.6m £1.6m –

Ballybunion (Q4 2021) £0.4m £0.4m –

PerfORM (Q4 2021) £0.1m £0.1m –

Segue (Q3 2021) £0.3m £0.3m –

INDOS (Q2 2021) £2.3m £2.3m –

RBC cees (Q2 2021) £16.6m £16.6m –

Sanne Private Clients (Q3 2020) £2.0m – £2.0m

NESF (Q2 2020) £1.3m £1.3m –

Anson Registrars (Q1 2020) £0.1m £0.1m –

Total £24.7m £22.7m £2.0m

When JTC acquires a business, the acquired book of clients is defined as inorganic. These clients

continue to be treated as inorganic for the first two years of JTC ownership.

NEW BUSINESS/PIPELINE

JTC secured new work with an annual value

of £20.9m (2020: £17.9m) and £9.8m of this

was recognised during the period (2020: £9.0m).

The divisional split of new work won was ICS

£13.1m (2020: £13.4m) and PCS £7.8m

(2020: £4.5m). The PCS new business wins

were strong and pleasingly we are seeing an

increase in the size of mandates won. Whilst overall

new business wins increased, we continued to

see delays in the take-on of ICS business,

particularly in the first half of the year, as

investors continued to be deterred by the

uncertainty in the macroeconomic environment.

As previously referenced, we have increased

our share of larger client mandates and these

more complex assignments typically take

longer to on-board.

The enquiry pipeline increased by £2.4m

(+5.3%) from £45.5m at 31 December 2020

to £47.9m at 31 December 2021.

* 2020 revenue presented as constant

currencyusing 2021 average rates.

Revenue growth, on a constant currency basis, is summarised as follows:

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED

Underlying EBITDA margin

32.8%

UNDERLYING EBITDA AND

MARGINPERFORMANCE

Underlying EBITDA in 2021 was £48.4m, an

increase of £9.7m (25.0%) from 2020. The underlying

EBITDA margin for the Group was 32.8%

(2020: 33.6%).

As anticipated, continuing investment in clients,

people and systems alongside the integration

of the seven acquired businesses in 2021 resulted

in a small drop in the EBITDA margin. The acquisitions

we made in the first nine months of 2021 were

strategically important but immediately dilutive

to the existing Group margin. Significant progress

has been made in delivering margin improvements

in 2021. The overall impact of the businesses

we acquired in Q4 will improve the Group

margin. However, the volume of acquisitions

in 2021 is such that we need to continue to

invest in our platform to maximise the opportunity

for our growing global capabilities. Management reiterate

their medium-term guidance on the underlying

EBITDA margin of 33% – 38%.

DEPRECIATION AND AMORTISATION

The depreciation and amortisation charge

increased to £17.6m in 2021 from £13.8m in

2020. £2.4m of this increase was as a result

of acquired intangible assets and £1.3m of the

increase was as a result of an increased charge

for right-of-use assets reflecting the increased

footprint of the business.

STATUTORY OPERATING PROFIT

The Group recognises that statutory operating

profit is a more commonly accepted reporting

metric and hence shows these results for the

benefit of external stakeholders.

ICS’s underlying EBITDA margin increased from

27.9% in 2020 to 30.2% in 2021. This demonstrates

the progress made in the implementation of a

revised operating model in the Division as well

as the improvement in profitability during the

year of the acquisitions made in H1 21.

PCS’s underlying EBITDA margin decreased from

41.0% in 2020 to 37.2% in 2021. The Division

continues to perform well and the drop in margin

reflects the continuing investment in clients,

people and systems. Throughout H2 21 we

made a significant investment in a large client

mandate for which revenue will be reflected

from H2 22. We have also seen increasing

amounts of time spent handling regulatory

oversight and this is consistent with what we

have witnessed across the industry.

Statutory operating profit is impacted by a

variety of non-underlying items which are

detailed below.

PROFIT BEFORE TAX

The reported profit before tax was £27.8m

(2020: £11.2m).

Adjusting for non-underlying items, the

underlying profit before tax for 2021 was

£24.9m (2020: £20.1m). The improvement

reflects the strong growth in revenues although

the margin decreased in the year.

ICS underlying EBITDA margin

30.2%

PCS underlying EBITDA margin

37.2%

NON-UNDERLYING ITEMS

Non-underlying items incurred in the year totalled a £2.9m credit (2020: £8.9m debit) and is comprised of:

2021

£m

2020

£m

EBITDA

EIP 14.5 –

Acquisition and integration costs 6.6 3.3

Revision of ICS operating model 0.4 0.4

Other costs 0.3 0.1

Total non-underlying items within EBITDA 21.8 3.8

Profit before tax

Items impacting EBITDA 21.8 3.8

(Gain)/loss on revaluation of contingent consideration (20.9) 6.5

Loss/(gain) on settlement of contingent consideration 0.7 (0.2)

(Gain) on bargain purchase of RBC cees (5.4) –

Foreign exchange losses/(gains) 0.9 (1.2)

Total non-underlying items within profit before tax (2.9) 8.9

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED

We announced the distribution of the EIP

awards during H2 21, these were made in JTC

shares and have been reflected in the full-year

results. The expense of £14.5m relates to the

first tranche of the award which vested upon

grant and a proportion of the second and final

tranche which vests in 2022. The remaining

expense will be recognised in 2022.

Acquisition and integration costs were

significantly higher (+£3.3m) than the prior

period and this reflects the increased number

of transactions completed (seven in 2021, two

in 2020).

The movement in the revaluation of the contingent

consideration is due to the requirement to revalue

the equity-settled financial liability in relation

to the NESF acquisition. When we purchased

NESF, we ensured that there was a two year

capped earn-out and that all future contingent

consideration would be settled in JTC equity.

The earn-out hurdle was set at an annual target

of $3.2m of EBITDA and, based upon our latest

forecasts, we do not expect that this will be

achieved. We have therefore credited operating

profit with the £20.9m reversal of contingent

consideration that had previously been accrued.

The loss recognised in the prior year was due to

an increase in the share price estimate for the

previously anticipated earn-out.

The gain on bargain purchase relates to the

RBC cees acquisition and reflects the fact that

the price paid for this business was less than

the fair value of the assets acquired.

TAX

The net tax charge in the year was £1.1m

(2020: £0.7m). The cash tax charge is £2.6m

(2020: £1.8m) but this is reduced by significant

deferred tax credits of £1.4m (2020: £1.1m)

as a result of movements in relation to the

value of acquired intangible assets held on the

balance sheet.

The Group continuously reviews its transfer pricing

policy and updates this to reflect the evolving

nature and increasing complexity of the business

and the way it operates. The policy continues to

be fully compliant with OECD guidelines.

The Group continues to monitor the likelihood

of the proposed introduction of minimum

global tax rates and we believe that it is too

early to be able to accurately assess the impact

such a change would have on JTC.

UNDERLYING EARNINGS PER SHARE

Underlying basic EPS increased by 17.4% and

was 25.55p (2020: 21.77p). Underlying basic

EPS reflects the profit for the year adjusted to

remove the impact of non-underlying items,

amortisation of acquired intangible assets and

associated deferred tax, amortisation of loan

arrangement fees and unwinding of net present

value discounts.

CASH FLOW AND DEBT

Underlying cash generated from operations

was £38.4m (2020: £35.3m) and the underlying

cash conversion was 87% (2020: 91%).

This continues to reflect the predictability and

highly cash generative nature of our business,

and we maintain our medium-term market

guidance range of 85% – 90%.

Underlying net debt at the year end was

£113.3m compared with £75.8m at 31 December

2020. Underlying leverage is therefore 2.34x

underlying EBITDA (2020: 1.96x) and this

increase was expected as five acquisitions

completed in the final four months of 2021.

The pro-forma net debt at year end was 2.0

times underlying EBITDA. Excluding the impact

of any additional acquisitions in 2022, the

strong cash generating nature of our business

should result in a significant decrease in leverage

by the end of the year.

In total, the Group raised gross proceeds of

£144.8m from two equity fundraises in 2021.

This strengthened our balance sheet and

allowed us to capitalise on a high quality

pipeline of M&A opportunities during the

second half of the year.

On 6 October 2021 the Group entered into a

new £225m revolving credit and term loan

facilities agreement with an initial three year

maturity together, with two one year extension

options. This new facility was used to repay

the existing facility and provide financing for

the SALI and EFS acquisitions.

£300.5m £9.2m

£104.1m

£187.2m £143.3m

£43.1m

£69.3m

£0.8m

£155.7m

New banking

facility

£144.8m

Equity

fundraise

Proceeds

utilised

Fees/

issue costs

Repay existing

facility

Net

proceeds

SALI Other

acquisitions

Excess

cash

Undrawn

facility

The gross proceeds from the two fundraises

and new facility were used as follows:

MARTIN FOTHERINGHAM

CHIEF FINANCIAL OFFICER

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED

Appendix:

Reconciliation of Reported results to APMs

In order to assist the reader’s understanding

of the financial performance of the Group,

alternative performance measures (APMs)

have been included to better reflect the

underlying activities of the Group excluding

specific items as set out in note 7 to the

financial statements. The Group appreciates

that APMs are not considered to be a

substitute for, or superior to, IFRS measures

but believes that the selected use of these

may provide stakeholders with additional

information which will assist in the

understanding of the business.

4. UNDERLYING PROFIT AND EPS

Management have updated the definition of

non-underlying items to include foreign exchange

(losses)/gains (see note 7 to the financial

statements) in order to reflect the underlying

performance of the Company. This has removed

the impact of gains and losses on intercompany

loan balances and (losses)/gains on the Group’s

former Euro loan facility.

As a result of the volume and nature of

acquisitions, management reviewed and updated

the definition of underlying basic EPS to exclude

the impact of the amortisation of acquired

brands and software. This change ensures that

underlying EPS continues to measure performance

excluding the impact of all intangible assets

and liabilities created through the IFRS 3

‘Business Combinations’ accounting standard.

The above resulted in the update of the 2020

comparative for underlying profit before tax

(previously £21.4m and now £20.1m) and

underlying EPS (previously 22.49p and now

21.77p).

1. EBITDA

2021

£m

2020

£m

Reported EBITDA 26.6 34.9

Non-underlying items

Acquisition and integration costs 6.6 3.3

Revision of ICS operating model 0.4 0.4

EIP 14.5 –

Other costs 0.3 0.1

Underlying EBITDA 48.4 38.7

3. UNDERLYING NET DEBT/LEVERAGE

2021

£m

2020

£m

Cash balances 39.3 31.1

Bank debt (152.6) (104.4)

Other debt – (2.5)

Net debt (113.3) (75.8)

Underlying EBITDA 48.4 38.7

Leverage 2.34 1.96

2. CASH CONVERSION

2021

£m

2020

£m

Net cash generated from operations 28.9 27.6

Non-underlying cash items 7.7 6.3

Income taxes paid 1.8 1.4

Underlying cash generated from operations 38.4 35.3

Acquisition normalisation* 3.6 –

Normalised underlying cash generated from operations 42.0 35.3

Underlying EBITDA 48.4 38.7

Underlying cash conversion 87% 91%

* Acquisition normalisation refers to the following: In 2021, £3.6m of RBC cees revenues were billed in

advance and collected in Q1 21 by the previous owners in advance of JTC ownership.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

INSTITUTIONAL CLIENT SERVICES

JON JENNINGS

GROUP HEAD OF

INSTITUTIONAL CLIENT SERVICES

DEPUTY GROUP

MANAGING DIRECTOR

Institutional

Client Services

A YEAR OF PROGRESS

2021 was a strong year for the ICS Division,

with growth in revenues to £92.7m (2020: £64.6m),

and EBITDA of £28.0m (2020: £18.0m) at an

EBITDA margin of 30.2% (2020: 27.9%).

This represents good progress towards our

Galaxy era objectives and we are on track to

achieve our goal of establishing JTC as the first

choice for partner-led, technology-enabled

solutions for fund and corporate services

clients. I described in detail last year how we

were reconfiguring our operating model to

enhance service delivery and support growth,

creating both more internal efficiency and

greater levels of client service excellence from

our pan-jurisdictional teams. One year on we

have delivered further improvements to our

margins, all driven by an unrelenting attention

to detail and our commitment to simplifying

the complex by getting the right people doing

the right things in the right places.

RECORD ACQUISITIONS

We completed a record seven acquisitions

during the year: RBC cees (Channel Islands

and UK), INDOS (UK and Ireland), Segue

Partners (US), Ballybunion Capital (Ireland),

SALI Fund Services (US), perfORM (UK) and

EFS (US). All of these transactions fit with our

strategy of acquiring high quality businesses

that enhance our geographical reach and scale,

add strength and depth to our service offering,

and bring with them industry professionals of

the highest calibre.

We are excited and very positive about the

impact of our expanded US presence through

the addition of Segue, SALI and EFS, all of

which were announced in the second half of

the year. While our core US business continued

to face a number of headwinds, including the

ongoing impact of Covid and a low interest

environment, it nevertheless made good year

on year progress in terms of both organic

growth and margin improvement. Now we are

in the process of ensuring that we capitalise

on the opportunities these acquisitions present

in what is both the largest and fastest growing

institutional markets in the world.

ICS has grown and evolved rapidly over the

past three years, with 12 acquisitions in the

Division since our IPO in 2018. Areas of particular

strength include our operations in Cayman,

Luxembourg, Jersey, the UK and South Africa.

It is pleasing to note that our established

jurisdictions continued to grow organically,

not least through the operational improvements

described above, while our more recent and

developing platforms also made good progress,

often due to our proven and disciplined approach

to integration.

HIGHLIGHTS

– Continued progress with margin

improvement to 30.2% underlying EBITDA

– Strong integration progress with the

RBCcees business, now re-branded as

JTCEmployer Solutions

– Deepening of US platform with the

addition of Segue Partners, SALI Fund

Services and EFS

– Further build-out of Irish and UK platforms

UNDERLYING

EBITDA MARGIN

(%)

+2.3pp

2020 27.9

2021 30.2

REVENUE (£M)

+43.6%

2020 64.6

2021 92.7

LIFETIME VALUE

WON (£M)

-2.9%

2020 129.8

2021 126.0

UNDERLYING

EBITDA (£M)

+55.8%

2020 18.0

2021 28.0

LVW is 10 times annualised

value of work won minus

value of attrition in past year.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

The RBC cees acquisition demonstrates the

potential of another business line within

corporate services. In 2021 we successfully

re-branded it to JTC Employer Solutions, and

it is a particularly strong example of where

our inorganic growth strategy has captured

significant value for the Group that will continue

to compound over the long term. We have

also successfully migrated INDOS’ ESG services

to the JTC brand and in 2022 will launch an

expanded range of ESG services designed to

enhance and grow our relationships with

existing JTC clients and attract new business

to the Group.

Through the acquisitions of INDOS andBallybunion,

we have substantially expanded our platform

in Ireland, which began with a greenfield

corporate services offering in 2020. This growing

Irish presence complements our existing fund

services offering in the Channel Islands, the

UK and Luxembourg. It also creates important

opportunities with the US market, for clients

needing a European structure, and who feel

closely connected to Ireland historically and

culturally. In addition, the Investment Limited

Partnership (ILP) regime in Ireland was updated

in 2021 to attract increased private capital

into the country and post period end webecame

one of only two third party Alternative

Investment Fund Managers (AIFMs) to have

supported the launch of an ILP. We will continue

to invest in this important jurisdiction.

The growth in new capabilities and service

offerings has also seen an increase in – and

understanding of the power of – cross-selling

and collaboration across the ICS Division itself,

and also to and from the PCS Division. This is

generating ever greater awareness and

understanding of the benefits that come from

working across the Group as a whole, something

we will be building on in the coming years.

It also has the effect of transitioning JTC, from

an external perspective, to a trusted adviser

role rather than merely a service provider.

We are recognised as experts in complex areas.

ORGANIC GROWTH

Our new business development in the year

was strong, with an annualised value of £13.1m

in business won. This was marginally behind

the 2020 figure, which benefited from two

large mandates of over £1m. The new business

pipeline remains strong and we continue to

invest in our business development and

marketing capabilities.

We have also continued to develop and evolve

our service offering, with our UK business now

recognised for market-leading Transfer Agency

services as well as our governance and support

services for listed companies. Our Netherlands

office – in partnership with London – achieved

rapid growth in Special Purpose Acquisition

Company (SPAC) services, as well as a raft of

service lines in support of Dutch M&A activity.

Including Jersey and Luxembourg, we are now

providing SPAC services in four different

jurisdictions and in Luxembourg were the first

firm of our type to provide services to SPACs.

INSTITUTIONAL CLIENT SERVICES CONTINUED

“ Our work to improve efficiency continued,

delivering +2.3pp in underlying EBITDA

to30.2%for the year.”

REALISING OPERATIONAL EFFICIENCIES

Operationally we made strong progress in

2021 with internal margin-enhancing projects.

We restructured to work in pan-jurisdictional

teams, where the changing working habits

brought on by the pandemic have actually

helped, with remote team collaboration

becoming more normal. We have found it

improves everyone’s client-facing skills and

knowledge. We have also deployed new

technology, automating processes that were

previously manual, and this has yielded

measurable success and demonstrated an

ability to scale, which we can introduce

throughout the Division more widely in 2022.

With the improved client knowledge allied to

automation, client on-boarding processes, for

example, can be achieved by far fewer people,

and much more quickly. The best people using

the best technology is a powerful combination.

We also appointed a Divisional Chief Operating

Officer and an ICS Finance Director, to increase

our capacity for operational programme

management without affecting senior client-

facing personnel. We have centralised the

client on-boarding team, and a phased roll-out

is underway. We have also made improvements

to our global pricing forum to ensure consistency

across the Division. Our teams around the

world continued to provide outstanding service,

and I am pleased to report sector-leading levels

of employee retention.

LOOKING AHEAD

Our work in 2022 will be about building on what

we achieved in 2021, the first year of our Galaxy

era. In particular, we will focus on integrating

our acquisitions and developing our US business.

We will also keep a strong focus on maintaining

the progress we have made in margin improvement,

as well as on developing our proposition and

sales capabilities, to make the most of our

expanding range of services.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

PRIVATE CLIENT SERVICES

IAIN JOHNS

GROUP HEAD OF

PRIVATE CLIENT SERVICES

GROUP MANAGING DIRECTOR

Private

Client Services

A SOLID YEAR’S PERFORMANCE

The Division had a solid year, with growth in

revenues to £54.8m (2020: £50.5m) and delivering

EBITDA of £20.4m (2020: £20.7m) with an

underlying EBITDA margin of 37.2% (2020: 41.0%).

Importantly, we delivered 7.1% net organic

revenue growth (2020: 9.0%), which remains

ahead of sector expectations in general and

represents an exceptional year relative to peers,

especially as we achieved it in the face of some

strong regulatory and economic headwinds,

and against comparatives from an exceptional

close to 2020. It demonstrates that our leading

PCS proposition continues to generate strong

organic growth, with healthy new business

flows from new and existing clients.

Our regional approach to business development

has brought strong growth and we will continue

with this successful model, prioritising specific

projects in the Americas, Caribbean, Asia

Middle East and Africa (AMEA) and Europe.

We have been scaling our global platform for

further growth through investment in technology,

operations and our senior team.

COMMITTED TO EXCELLENCE

We strive for excellence in everything we do,

always looking for ways we can improve and

offer more value to our clients. This forward-

looking approach will continue to be a

contributing factor to our success as we

anticipate what services our clients want, then

we make sure we deliver to the highest standards.

Our reputation for guaranteed premium quality

service helped us to win some significant new

mandates in 2021. We also won 15 team and

individual industry awards during the year,

which again reflects the standard of service

delivered by our global private client team.

This included the inaugural ePrivateClient

Excellence Award for the Best Trust Company.

These awards back up our belief that we are

the world’s pre-eminent trust company.

Our focus on excellence will be a key part of

our strategy in 2022 and beyond.

INCREASING REGULATION

In line with wider industry trends, there have

been greater levels of regulatory activity and

we anticipate this continuing in the medium

to long term. This is undoubtedly good for JTC

as a large part of our appeal to clients is our

ability to navigate complex and evolving

regulatory frameworks. However, while there

are costs associated with remaining at the

forefront of developments, we believe this is

HIGHLIGHTS

– Record new business wins of £7.8m

including largest ever initial client

mandate of£2.5m p.a.

– 7.1% net organic growth and margin

of37.2% underlying EBITDA

– Continued investment in talent and

infrastructure to drive future growth

– Further development of regional offices

and breadth of service line offering

UNDERLYING

EBITDA MARGIN

(%)

-3.8pp

2020 41.0

2021 37.2

REVENUE (£M)

+8.4%

2020 50.5

2021 54.8

LIFETIME VALUE

WON (£M)

+82.9%

2020 40.9

2021 74.8

UNDERLYING

EBITDA (£M)

-1.7%

2020 20.7

2021 20.4

LVW is 10 times annualised

value of work won minus

value of attrition in past year.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

PRIVATE CLIENT SERVICES CONTINUED

the only sustainable approach to take, and the

one that will add the most value to our long-

standing client relationships.

The increase in regulation also brings new

business opportunities for JTC, including the

development of our regulatory reporting

services associated with Automatic Exchange

of Information (AEoI) global legislation.

Clients have to comply with global standards

and disclosures, and as a result they choose

to work with a company that can get it right

for them. We have an expert team to deliver

this, ensuring the highest standard of service

for clients.

EXCEPTIONAL NEW BUSINESS WINS

Our total new business wins of £7.8m

(2020: £4.5m) was an exceptional result, even

when taking into account winning our largest

ever client in Q2 2021. This win is an outsourcing

mandate for a global bank. The process of

on-boarding this client is substantial and

includes up-front investment in technology

and personnel. We anticipate revenues will

begin to flow from the second half of 2022.

That particular win is further evidence of our

ability to compete successfully for large and

complex engagements with major financial

institutions as well as our reputation in the

market for delivering premium service.

We also gained further traction and market

penetration with the diversification of our

service offering, including tax compliance and

regulatory reporting, among others.

TECHNOLOGY FOR GROWTH

To provide these new services efficiently to

major institutions, we must have the requisite

technology in place. We’ve always invested in

our platform in a steady incremental manner

and we continue to do so.

We’re investing in technology to support our

strategy and ongoing projects within the PCS

business, including further enhancements to

our client portal, Edge. This investment will

also ensure that we have the technology to

underpin the continued delivery of client

service excellence, particularly with ongoing

regulatory changes anticipated in the future.

OUR PEOPLE

Levels of collaboration and our JTC spirit remain

strong, which is a key contributing factor to

our success. Staff turnover in the Division

remains low, and we have attracted new,

world-class, talent to the business from around

the industry. This is testimony to our strong

brand and reputation. With a view to the longer

term, we have been active in succession

planning, developing an appropriately managed

talent pool to make sure that we can deliver

the same premium quality service well into

the future.

LOOKING AHEAD

A substantial area of focus in the coming years

will be the development of the US market.

In addition, we will continue to grow our other

established regions; the Channel Islands and

UK, Europe and AMEA. We have developed

strategies for each of our markets to continue

to drive growth organically and through

potential acquisitions. We always look ahead,

considering regulatory changes, technology

requirements and anticipating what our clients

are likely to need in the future and where they

will want services delivered from.

We will also further refine JTC Private Office,

including building our governance services and

luxury-assets practice, and we already have

highly regarded experts within the Division

inmarine, aviation, real estate and art,

amongothers. Our JTC Private Office brand

has already demonstrated value as we are

becoming increasingly known for servicing

larger mandates and as a hallmark for quality.

Our brand proposition has continued to evolve

and lead the market, with our stated aim of

being ‘shapers, not followers’ translating well

into high quality marketing programmes that

promote our expertise and thought leadership.

We will continue to capitalise on our brand,

positioning JTC as the gold standard in private

client work, the hallmark of quality.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

INORGANIC GROWTH STRATEGY

A record start to

the Galaxy era

Our Galaxy era multi-year business plan

aims to double the size of the business – in

terms of revenue and underlying EBITDA

– from the position we achieved at the end

of 2020. In working to reach that goal, we

expect around one-third of our growth to

be organic and two-thirds to be inorganic

via our disciplined and proven approach to

M&A. Having made our first acquisition in

2010, we have since completed 25 deals,

of which 13 have been since our IPO in 2018,

making inorganic growth a core competency

of theGroup.

In support of our strategy, we undertook two

successful equity fundraises in 2021 generating

gross proceeds of £144.8m. The first, in April,

was used to strengthen our balance sheet

following acquisitions announced in H2 2020

and to enable us to pursue several opportunities

which required us to be able to transact quickly.

Although we ultimately chose not to progress

all of those deals, we used part of the proceeds,

as well as those from a second fundraise in

October, to finance the SALI acquisition.

We were delighted to receive strong support

from investors, with both fundraises heavily

oversubscribed and also to see participation

from Directors and our Employee Benefit Trust.

With such a full year for M&A in 2021, it is

worth revisiting our approach to inorganic

growth, with a specific emphasis on how we

capture and maximise long-term value.

“ 2021 was a record year with seven acquisitions

completed across a range of target sizes, service

lines and geographies.”

COMPANY KEY FEATURES COMPLETED

CONSIDERATION

– Market leader (Employer Solutions)

– 30+ year client relationships

– Highly qualified and experienced team

– Blue chip client base

– Strong margin enhancement and organic

growth/cross-selling opportunities

April £10m – £20m

– Leading provider of depositary, AML and ESG services

– Expands footprint in UK and Ireland

– Highly expert and experienced team

– Organic growth driver through increasing range

andqualityof ICS services

June £10m – £20m

– Scalable US fund services business

– Expert and dynamic team

– High quality client book spanning a range

ofalternativeasset classes

– Organic growth driver through combination

withwiderUSfootprint

September <£10m

– Leading provider of operational due diligence (ODD)services

– Offering spans key segments of ICS and PCS client base

– UK, Europe and US reach

– Strong organic growth potential

October <£10m

– Irish ManCo and fund services business

– Expert and experienced team

– High quality client book with strong margins

– A key component of building our Irish platform

– Strong ties to the US market

December £10m – £20m

– US fund services business of scale

– Market leader for Insurance Dedicated Funds (IDFs)

– 40+ year client relationships

– Near-term opportunity in combination with EFS

andexisting US footprint

– Medium to long-term growth via IDF ecosystem

participants (blue chip insurers, asset managers,

brokersandUHNWI)

November >£150m

– US fund services business

– Boutique with high degree of expertise in IDFs

– Strong legacy relationship as preferred partner to SALI

– Organic growth driver through combination with wider

JTCfootprint in the US

December <£10m

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

1 – ORIGINATION

– Refined criteria and focus

– Highly selective 15:1 deals

reviewedvs.executed

– Reputation for being straightforward

2 – INTEGRATION

– Highly experienced

OperationalDepartments

– Full range from bolt-ons to

highlycomplex carve-outs

– Shared Ownership givesunique

culturalwelcome and incentives

– Disciplined approach tofull

integration–wedoitproperly

3 – EXECUTION

– In-house expertise plus trustedadvisors

– Price discipline is hard wired

– We know when to say no

4 – ENHANCE

– Identify and quantify improvements

fromDay 1

– Making core to JTCenergises

growthinitiatives

– Develop, enhance andcross-pollinate

– What gets measured gets delivered

5 – LONG-TERM VALUE CREATION

– Accelerate and drive

organicgrowth

– Achieve Group marginrange

– Increase share ofwallet

– Achieve market leaderstatus

– ROCE > WACC over12-36 months

INORGANIC GROWTH STRATEGY CONTINUED

OUR 2+2=5 APPROACH

Fundamentally, we look to do deals that

make JTC a better business for the long

term and our disciplined inorganic growth

strategy has a number of inter-related

components that help us deliver on this –

our so-called 2+2=5 approach.

acquisitions completed

1,050+

clients welcomed

275+

new colleagues welcomed

new locations added to network

$75bn+

added to Group AuA

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

1 – ORIGINATION

– Understood the seller’s

motivation andperspective

– Successful track record of

similar deals

– Shared Ownership makes

usagood ‘newhome’

– Non-core for the seller

iscore+for JTC

2 – INTEGRATION

– Offered a proven approach to ‘carving

out’ –minimise risk tothe seller

– Immediate fit with JTC core business

is highly energising

– Shared Ownership eases cultural

transition for employees

– No surprises integration plan,

including complex TSA

3 – EXECUTION

– Off market allows us to get close

totheseller and their needs

– Reputation, client satisfaction

andteamretention all key

– Price not the primary driver

– Certainty of execution very important

4 – ENHANCE

– Multi-million p.a. cost savings from Day 1

– Rapidly re-brand to JTC Employer Solutions

– Development roadmap including client portal

– Cross-sales across the wider Group

– Identify, track, measure, repeat

5 – LONG-TERM

VALUECREATION

– Group margininless

than12 months

– Material cost savings

ontheJTCplatform

– Re-invigoration of

organicgrowth

– Blue chip clients with

c.30-40year lifespans

– Pro-Share award win in

firstyear of ownership

– 2+2=5 (at least)

INORGANIC GROWTH STRATEGY CONTINUED

Case Study

RBC cees

acquisition

The specifics of each deal are unique and

nuanced, but to illustrate our 2+2=5 approach

in action we can consider the acquisition

of the RBC cees business, which was

announced in December 2020 and completed

in April 2021.

+300

clients, many blue chip,

30+year relationships

Deeper talent pool

150+

new colleagues

Footprint

expansion

Edinburgh office

Award

winning

in year 1

“ A perfect example of how our inorganic

modelworks from origination through

tothecreation oflong-term value.”

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

WENDY HOLLEY

GROUP CHIEF OPERATING OFFICER

The art and science

of integration

Vital to the success of our inorganic growth

strategy is integration onto the JTC platform.

This is led by our Chief Operating Officer,

Wendy Holley, and enabled by our outstanding

Group Operations teams.

Our approach enables the market-facing

Divisional teams to focus on client service

excellence, while simultaneously ensuring

that cultural alignment and every last

operational detail are taken care of and

maximum long-term value is captured from

each acquisition.

OUR TEAM

WILLIAM BYRNE

CHIEF GROUP COUNSEL

BECKY HENWOOD-DARTS

GROUP DIRECTOR FINANCE

TRACEY MCFARLANE

COO – PCS DIVISION

DEAN BLACKBURN

GROUP CHIEF COMMERCIAL

OFFICER

MIRANDA LANSDOWNE

GROUP COMPANY SECRETARY

SARAH KITTLESON

GROUP DIRECTOR –

RISK&COMPLIANCE

RICHARD INGLE

CHIEF RISK OFFICER

KENNY RAE

COO – ICS DIVISION

ZACH MUELLER

SENIOR DIRECTOR – M&A

LESLEY BASSFORD

SENIOR DIRECTOR,

GROUPFINANCE

CAROL GRAHAM

GROUP DIRECTOR: GROUP

HUMAN RESOURCES

ADAM JEFFRIES

CHIEF INFORMATION

OFFICER

DAVID VIEIRA

CHIEF COMMUNICATIONS

OFFICER

New colleagues

welcomedin2021

275+

Clients welcomed in 2021

1,050+

“ Our approach to integration sits at the heart

ofcapturing value from acquisitions and we

placea particular emphasis on welcoming

peopleto our unique culture.”

INORGANIC GROWTH STRATEGY CONTINUED

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

INORGANIC GROWTH STRATEGY CONTINUED

OUTLOOK

While we have exceptional operational capabilities

to achieve seamless integration, we are always

aware of the need to protect our platform as

it grows. With this in mind, we expect 2022 to

be a year where we focus on consolidating what

was added to the Group in 2021 and, in particular,

on ensuring that we create the optimal

environment to capture the full benefits and

cross-pollination opportunities that were key

drivers of those deals.

That being said, the industry continues to

benefit from long term structural growth

drivers (see page 9) and remains fragmented,

with thousands of participants in a global

market that is estimated to be worth at least

c. $12bn in annual revenues.

Our pipeline of opportunities remains active

and fully aligned to our strategy, as we seek

to add new capabilities that fit our client service

excellence delivery model; enable us to expand

our scale in key growth markets; add talent

and expertise to the Group and enable further

development of our internal market capabilities.

Following a successful refinancing of our debt

facilities in October, and taking into account

the proceeds of our two equity fundraises, our

balance sheet remains strong and we have the

necessary firepower to execute on the near-

term, visible opportunities in our acquisition

pipeline. We remain open to larger deals where

our criteria for generating long-term value for

the Group are met and aim to generate ROCE

inexcess of WACC within 12 – 36 months of

any transaction.

Americas

$4.8bn

EU and UK

2,000+ service

providers

1,000+ service

providers

Western Europe

$2.2bn

RoW

$5.0bn

GLOBAL ADDRESSABLE MARKET SECTOR REMAINS HIGHLY FRAGMENTED

c. $12bn 3,000+ service providers

Corporates

$3.9bn

Private Wealth

$2.5bn

Funds

$3.6bn

Capital Markets

$2.0bn

Source: TrustQuay research, 2021.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

KEY PERFORMANCE INDICATORS

FINANCIAL

REVENUE

Revenue generated based uponwork done.

UNDERLYING EBITDA MARGIN

The EBITDA margin of the underlying business.

UNDERLYING CASH CONVERSION

Our success in turning profits into cash.

LEVERAGE

The relative amount of third party debt we have

inthe business.

DEFINITION Revenue of the business excluding items

considerednon-recurring or not of an

operationalnature or not reflective of the

underlyingperformance of the business.

Underlying EBITDA margin of the business excluding

items considered not of an operational nature

ornotreflective of the continuing underlying

performance of thebusiness divided by revenue.

Net cash generated from underlying activities

dividedbyunderlying EBITDA.

Third party debt less cash, divided by underlying EBITDA.

WHY IT’S

IMPORTANT

Revenue is a reflection of the work we do for clients.

Weseek to deliver a high quality service, do more

workfor existing clients and attract new clients.

Underlying EBITDA margin is our key measure of

howwell our business is performing, including

relativeto the wider industry.

Cash generated allows us to service our debts and

invest in the business (both organically and through

acquisitions) and to pay dividends to shareholders.

We need to manage the business without holding

excessive levels of debt and with sufficient headroom

inour banking covenants.

2021

PERFORMANCE

Revenue growth of 28.2% which comprised 9.6%

netorganic growth and inorganic growth of18.6%.

Decrease of 0.8pp to 32.8%. 87.0% underlying cash conversion (2020: 91.0%). 2.3x underlying EBITDA (2020: 2.0x).

COMMENTARY The PCS Division achieved 8.4% growth and net

organicgrowth of 7.1%. The ICS Division achieved

43.6% growth and net organic growth of 11.5%.

The ICS Division achieved 30.2% (+2.3pp) continuing

the positive trend seen in 2020. The PCS Division

achieved 37.2% (-3.8pp) remaining at the top end

ofourguidance range and reflecting investment

forfuture growth.

Underlying performance in line with guidance and this

continues to reflect the predictability and highly cash

generative nature of our business.

This increase was expected due to the additional

financing used to fund acquisitions made in the latter

part of the year. The pro-forma net debt at year end

was2.0x underlying EBITDA.

TARGET We aim to achieve net organic revenue growth

of8%–10% atGroup level every year.

We aim to deliver an underlying EBITDA margin

intherange of 33% – 38%.

We aim to achieve 85% – 90% cash conversion each year.

We aim to stay within 1.5 – 2.0x leverage.

Wewillexceptionally increase this to 2.5x

whensupported by clear visibility of incoming

cashflowand rapid reduction to below our target.

The JTC Board uses the following KPIs

to measure the performance of the Group

2020

2019

2021

TARGET

9.6%

8 – 10%

7.9%

8.4%

2020

2019

2021

TARGET

32.8%

33 – 38%

33.6%

35.6%

2020

2019

2021

TARGET

87.0%

85 – 90%

91.0%

89.0%

2020

2019

2021

TARGET

2.3

1.5 – 2x 2 – 2.5x

2.0

1.7

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

KEY PERFORMANCE INDICATORS CONTINUED

OPERATIONAL

NEW BUSINESS WINS

The annualised value of new business won

(AVNBW) each year.

CLIENT ATTRITION

The amount of business that we lose each year.

STAFF TURNOVER

The number of staff who leave each year that

wedid not want to leave.

SHARED OWNERSHIP

How many of our permanent employees

are owners of the business.

DEFINITION Annualised value of new work won from clients

wherewe have asigned contract.

Work lost that was not end of life. Number of staff who leave in the year that we did

notwant to leave divided by average number of

staffinthe year.

The proportion of permanent employees who are

directowners of the business through our Shared

Ownership programmes.

WHY IT’S

IMPORTANT

Our industry has good growth fundamentals.

Inordertomeet our organic growth targets

weneedtowin new work every year.

We have a high proportion of annuity business.

Minimisingthe number of clients that leave JTC

isakeyindicator of customer satisfaction.

We deliver a high touch service to clients. Maintaining

continuity of staff ensures that we are best able to

meet client needs.

Shared Ownership is our key differentiator. It is

important that staff have a direct stake in our business

to promote a stakeholder mentality and ensure that

their interests are aligned with external shareholders

2021

PERFORMANCE

Another record year for new business wins

withanincrease by value of 16.8% to£20.9m.

Total client attrition was 7.9% (2020: 8.8%)

withregretted attrition of 2.6% (2020: 3.4%).

Turnover of 9.3% at Group level (2020: 5.7%). 100% of permanent employees are owners

ofthebusiness with staff holding c. 20% of

issuedsharecapital.

COMMENTARY The ICS Division won new business with a total

annualised value of £13.1m and the PCS Division

wonnew business with an annualised value of £7.8m,

including JTC’s largest ever single mandate, with

avalueof c. £2.5m p.a.

97.4% (2020: 96.6%) of revenues that were

notendoflife were retained in the period.

A good performance as we continued to support our

people through ongoing pandemic restrictions and

while growing substantially through acquisitions. We

continue to benchmark favourably to peers and the

wider sector.

In July, over £20m worth of JTC shares were awarded

toour people globally, our first Shared Ownership

distribution since listing. This reflected the strong

performance of the Group achieved against the

‘Odyssey era’ business plan from 2018 to 2020.

TARGET We aim to achieve at least a 10% increase in the

annualised value of new business wins year on year.

We aim to keep regretted client attrition at less

than2.5% p.a.

We aim to keep annual staff turnover, as defined,

atlessthan 10%.

100% of permanent employees tobe owners

ofthebusiness.

2020

2019

2021

TARGET >10%

20.1%

54.0%

16.8%

2020

2019

2021

TARGET <2.5%

3.4%

2.6%

2020

2019

2021

TARGET

9.3%

<10%

5.7%

9.7%

2020

2019

2021

TARGET

100%

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ENVIRONMENTAL SOCIAL GOVERNANCE

ESG

introduction

Shared ownership is at the heart of our culture

and we are committed to help create a world

where all stakeholders have the opportunity

to thrive and reach their maximum potential.

As a leading provider of financial services, we

are uniquely positioned to support our clients

as they navigate ever changing legal and

regulatory frameworks and help align capital

flows to address ESG issues and sustainable

long-term value creation. Equally, we recognise

the impact that all businesses – not just those

in carbon intensive industries – have on the

health of our planet.

In order to achieve our objectives, we have

committed to an ESG framework that is based

on our purpose and cultural values. We believe

our culture of Shared Ownership uniquely

positions us as it places the interests of the

collective above the interest of any individual.

This year we are pleased to report for the first

time under TCFD, and for the second time

under the SASB framework. As our approach

to ESG disclosure matures, we seek to apply

the expertise gained to report in a more

granularand target based manner.

We are proud of meeting our target of becoming

a Carbon Neutral+ organisation in 2021, and

in 2022 we will seek opportunities to understand

the impact of net zero targets on our entire

value chain. We also look forward to reaping

the benefits of enhanced ESG oversight at the

Board level, including through my own

appointment to the role of Chief Sustainability

Officer, as well as by strengthening Terms of

Reference in our various sub-committees to

ensure that ESG considerations are at the core

of our strategic decision making.

“ In order to achieve our objectives, we have

committed to an ESG framework that is

basedonour purpose and cultural values.”

WENDY HOLLEY

GROUP CHIEF OPERATING OFFICER

CHIEF SUSTAINABILITY OFFICER

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

WENDY HOLLEY

CHIEF OPERATING OFFICER &

CHIEFSUSTAINABILITY OFFICER

VICTORIA GILLESPIE

HEAD OF ESG SERVICES

NIGEL LE QUESNE

CHIEF EXECUTIVE OFFICER

MIKE LISTON

CHAIRMAN

ESG

year in review

Q: HOW IMPORTANT IS THE SOCIAL

CAPITAL ELEMENT OF ESG TO JTC?

Shared ownership sits at the heart of our

culture and has proven to be a differentiator

for over 24 years. As our business continues

to grow, it is important that our people feel

empowered to act to support the needs of our

clients. We encourage employees to think and

act like owners, and seek to develop talent

from within the organisation. This year, our

employees received a £20m award of JTC

shares, a reflection of our strong performance

since IPO and reward for our collective

endeavours to drive the long-term success of

our business. Equally, by encouraging employees

to engage with and contribute to their local

communities, we hope to have a broader

impact on social wellbeing.

Q: WHAT DO YOU SEE AS JTC’S ROLE

INA MORE SUSTAINABLE WORLD?

JTC is perfectly positioned to provide ESG

expertise and support to our client base, and

we see sustainability as a natural extension

of our established service offerings. As a trusted

adviser, we are ideally placed to help our clients

navigate complex regulatory and reporting

frameworks and our strategic acquisition of

Indos last year has strengthened our ability

to service clients in the rapidly evolving ESG

space. Our value proposition is centred around

our ability to manage sophisticated requirements,

and as attention shifts towards a broad range

of ESG objectives, we look forward to helping

clients create sustainable success.

Q: WHAT AREYOUR ESG PRIORITIES

FORTHEYEAR AHEAD?

2022 will be an important year in JTC’s ESG

journey. As well as developing our own ESG

governance framework, we are eager to

showcase our capabilities in providing commercial

ESG services to clients. Our status and obligations

as a listed business, and in particular the public

disclosures we make, demonstrate and bolster

our inherent expertise in the rapidly evolving

ESG market. By marrying our deep expertise

and decades of experience in the funds,

corporate and private client services markets

to our growing ESG capabilities, we will be

able to offer clients a potent and almost unique

combination of skills and experience. While ESG

is inherently about managing and mitigating

risk, we also see great opportunities for positive

and sustainable growth.

Q: WHAT SUSTAINABILITY

ACHIEVEMENTS ARE YOU

MOSTPROUD OF THIS YEAR?

In 2021, we took an important step forward

in our sustainability efforts by becoming a

Carbon Neutral+ organisation. The project

not only allowed us to measure the carbon

impact of our business operations, it has given

us important insight into where we can look

to curb emissions in the future. We chose to

purchase offsets that contribute toward

meaningful projects that have a positive impact

on communities in the UK, Africa, and India.

We also strengthened Board level commitments

to ensure that ESG and sustainability are at

the heart of the firm’s strategic decision making.

Finally, this is our first year reporting under

the TCFD framework and we are proud to see

our corporate disclosures evolve.

ENVIRONMENTAL SOCIAL GOVERNANCE CONTINUED

OUR PROGRESS

FEBRUARY 2021

JULY 2021 OCTOBER/NOVEMBER 2021 DECEMBER 2021

JTC acquires Indos Financial,

bolstering our ESG expertise

andcapabilities.

JTC makes£20m Shared Ownership

award to all employees.

JTC joins Aviva and other

industry leaders in advocacy

efforts ahead of COP26.

JTC becomes a Carbon

Neutral+ organisation.

Indos Acquisition Shared Ownership COP26 Carbon Neutral+

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ENVIRONMENTAL SOCIAL GOVERNANCE CONTINUED

ESG

overview

ESG is a rapidly evolving discipline and to

ensure that we are keeping pace with change,

we have identified focus areas that are most

material to our business and culture. We have

linked our strategic ESG objectives to

supporting targets, allowing us to define

and measure progress over time. Underpinning each

of these objectives and targets is our culture

of Shared Ownership.

In 2021, we made good progress towards our

targets, with a particular focus on understanding

the impact of our business operations on

theenvironment; an emphasis on growing and

developing our employees, and an overall

strengthening of Board level oversight of

ESGmatters. This progress provides a solid

foundation from which we will continue to

build our ESG programme.

OUR PRIORITIES STRATEGIC OBJECTIVES SUPPORTING TARGETS PROGRESS MADE IN 2021

ENVIRONMENTAL – Assess the impact of

JTC’sbusiness operations

ontheenvironment

– Reduce our carbon footprint

– Contribute towards initiatives

and projects that support the

natural environment

– Support our clients in ESG

matters including the rapidly

evolving regulatory landscape

on the path towards net zero

– Measure our carbon footprint

and pursue ways to reduce it

– Commit to becoming carbon

neutral by purchase of

validated carbonoffsets

– Expand internal expertise

andcapacity to service

clientson ESG issues

– Measurably increase employee

awareness of environmental

strategic objectives

– JTC became a Carbon

Neutral+organisation

– Acquisition of Indos brings

strategic talent and sets the

stagefor the expansion of

JTCESGservices

SOCIAL – Apply our culture of Shared

Ownership to best service

theneeds of our clients

– Hire, develop and retain the

best people, helping them

tomaximise their potential

– Help our people achieve

balanced wellness through

ourJTC Wellbeing and JTC

Academy programmes

– Contribute towards the

wellbeing of local communities

where we live and work

– Hire, develop and retain the

best talent in the industry

tosupport ourclients

– Support employee growth and

development with targeted

training and career

development opportunities

– Invest in meaningful charitable

causes and carbon offset

projects that enhance overall

social wellbeing

– Shared ownership

distributionof £20m to

allourpeople globally

– Focus and investment in

training and development

– Internal promotions

andsector-leading retention

– Employee wellbeing and

wellness initiatives including

formalisation of remote

workpolicy

GOVERNANCE – Expand Board level oversight

ofESG strategy

– Formalise Board level review

ofkey ESG priorities

– Prioritise Board composition

toensure diversity of thought,

background, and experience

– Maintain robust risk frameworks

and best-in-class controls

– Enhance Board level oversight

of strategic ESG matters

– Improve Board level diversity

and ESG expertise

– Update Terms of Reference to

formally bring ESG matters

into the direct remit of the

Board and its sub-committees

– Appointment of CSO

(postperiod end)

– Updates to Terms of Reference

to provide Board level

consideration on ESG risks

andopportunities (post

periodend)

– Appointment of a new female

Independent Non-Executive

Director, Kate Beauchamp

(post period end) see page 62

“ ESG is a rapidly

evolving discipline

and to ensure we

arekeeping pace

with change, we

haveidentified focus

areas that are most

material to our

business and culture.”

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

CLIMATE RISK,

NATURAL CAPITAL,

CARBON EMISSIONS,

ENERGY EFFICIENCY,

WASTE MANAGEMENT

PURPOSE AND CULTURE,

DATA MANAGEMENT AND

SECURITY, ETHICS RISKS,

SUCCESSION, STAKEHOLDER

ENGAGEMENT,

BOARD COMPOSITION,

EXECUTIVE COMPENSATION,

AUDIT AND RISK

SHARED OWNERSHIP, DIVERSITY

AND EQUAL OPPORTUNITY,

HUMAN RIGHTS, COMMUNITY

RELATIONS JTC ACADEMY,

JTC GATEWAY, JTC WELLBEING,

EMPLOYEE ENGAGEMENT

ENVIRONMENTAL SOCIAL GOVERNANCE CONTINUED

Our ESG framework

Over time, we fully expect our ESG framework

to evolve and new elements will be added for

us to define, measure, and track.

SOCIAL

GOVERNANCE

ENVIRONMENTAL

1,500

tonnes of carbon offset

9.3%

employee turnover rate

38%

female members of the

Board(post period end)

1,000

trees planted in Brazil in

lieuofprinted holiday cards

JTC purchased its first fully

electriccompany vehicle

58%

of employees are female

£20m

Shared Ownership award

toemployees in 2021

63%

of Board members are

Non-Executive Directors

(postperiod end)

188

employee promotions

150

employees participated

inmanagementtraining

2,500

learning materials

availableinJTCAcademy

£187,000

donated through JTC

Supportsand JTC Active

We have identified key metrics that align with priorities within our ESG framework. By monitoring these metrics, we can

better measure our progress towards meeting our strategic ESG objectives and supporting targets, as detailed on page 30.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ENVIRONMENTAL SOCIAL GOVERNANCE CONTINUED

ENVIRONMENTAL

COMPONENTS OF OUR FRAMEWORK OUR RESPONSE AND CAPABILITIES

Operations

– Carbon emissions

– Energy efficiency

– Waste management

Our strategies in these areas are focused

onefforts to reduce energy usage, increase

office efficiency and ensure compliance with

environmental regulations.

In 2021, we fulfilled our commitment to become a Carbon Neutral organisation.

INDOS, acquired in 2021, remains a service provider signatory to the UN

Principles for Responsible Investment (UNPRI) and a Carbon Footprint Standard

accredited Carbon Neutral Organisation and we have been able to integrate

expertise and experience across the wider Group.

We are committed to minimising environmental impact wherever practicable

and in the best interest of our stakeholders. Such measures include:

– a commitment to energy efficient office premises and measures including

those that manage lighting, heating, and IT/communications equipment;

– a commitment to digital document management to reduce paper

consumption. New working practices and habits in this area have become

more deeply entrenched as a result of the acceleration of remote working

aspart of the response to Covid-19 and practical realities of a hybrid work

model, particularly where our employees are globally dispersed;

– a commitment to minimise all non-essential travel, in particular air travel,

and the use of alternative technologies, such as video conferencing for both

internal and external purposes. Our use of travel in 2021 continued to be

reduced from pre-pandemic levels. While we anticipate travel will increase

again from 2022 onwards, we believe we will continue to be very effective

with reduced travel;

– a commitment to minimise the use of disposable/single use plastics; including

the Group-wide adoption of glass and ceramic glasses, bottles, cups, plates

and bowls for food and beverage consumption; and

– a commitment to purchase all stationery from responsible suppliers that

arecommitted to sustainable source materials i.e. those that adhere to the

www.fsc.org ‘paper from responsible sources’ and the Rainforest Alliance standards.

Services

– Climate change

– Natural capital

– ESG support for clients

Our strategies in this area include engagement

with our value chain (including investors,

clients and suppliers) and providing support to

clients as they seek to adapt their own business

models to become more sustainable.

As the climate change regulatory environment continues to evolve, we

understand the need to manage transition risk for our business and also

recognise the significant service opportunities that exist within our client base.

In order to prepare for compliance with TCFD, we have enhanced our governance

oversight and employee capabilities related to ESG. Further, several recent

acquisitions have bolstered our expertise that can be leveraged in impact and

socially responsible investing globally. In particular, JTC Americas solutions have

been designed for fund managers focused on impact investing and we believe

the development of these solutions will help improve capital allocation towards

investment impact and compliance, particularly with our ICS Division clients.

JTC America’s solutions are closely integrated with Howard W. Buffett, President

of Global Impact, professor at Columbia University and creator of the impact

rate of return (iRR) algorithm. When combined with iRR reporting, JTC Americas

services help organisations calculate how efficient their investments are in terms

of accomplishing social, environmental and economic (including job creation)

impact goals.

SOCIAL

COMPONENTS OF OUR FRAMEWORK OUR RESPONSE AND CAPABILITIES

Shared Ownership

The foundation of JTC’s culture is ‘Shared Ownership’ which has been in place for over

20years and is a key differentiator in attracting and retaining talent. Further details

canbe found on page 3.

In 2019 the JTC Shared Ownership ‘story’ was made the subject of a Harvard Business

School (HBS) case study: www.hbs.edu/faculty/Pages/item.aspx?num=56820

Employee Engagement

Recruitment

Employee Communications

Learning and Development

(JTC Academy)

Talent Mobility

(JTC Gateway)

Employee Wellness

(JTC Wellbeing)

We understand that our people are a fundamental source of differentiation and

employee engagement is afforded the highest priority within the Group. Finding and

attracting the best talent is managed through a structured approach to recruitment

ona global basis through a strategic Human Resources team that is headquartered in

Jersey, but has representatives in other JTC offices globally. This includes the dedicated

role of Recruitment Manager. JTC conducts regular benchmarking of remuneration and

benefits packages globally, in order to remain competitive within the markets where it

operates. An overview of our approach can be found on the ‘Careers’ section ofour

website: www.jtcgroup.com/careers/

We use a wide variety of employee communication methods to share information about

the business and the markets in which we operate. This includes communication of the

Group’s purpose, cultural values, commercial goals and strategies, performance updates

and market news.

JTC operates three specific global programmes as part of its wider employee engagement

strategy and in support of both recruitment and retention goals. These are:

– JTC Academy- our global learning and development programme

https://www.jtcgroup.com/careers/jtc-academy/

– JTC Gateway- our global talent mobility programme

https://www.jtcgroup.com/careers/jtc-gateway/

– JTC Wellbeing- our employee wellness (physical and mental good health) programme

https://www.jtcgroup.com/about-us/jtc-supports/

With the exception of JTC Gateway, which remained impacted by pandemic travel

restrictions, all of these strategies and programmes advanced and received further

investment in 2021. Even as the impacts of the pandemic continued to influence

working patterns and travel, our teams showed excellent flexibility and ingenuity in

running our business, while finding novel ways to stay connected and engaged with

each other and our culture.

Our ESG framework outlines key considerations for our business and we seek to prioritise the issues that are most relevant to our

business and our stakeholders.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ENVIRONMENTAL SOCIAL GOVERNANCE CONTINUED

SOCIAL CONTINUED

COMPONENTS OF OUR FRAMEWORK OUR RESPONSE AND CAPABILITIES

Employee turnover rate

Our employee turnover rate is one of eight key performance indicators (see page 27)

used by the Board to measure the performance of the Group. We define staff turnover

as the number of staff who leave each year that we did not want to leave and we

target10% or less per year. Staff turnover is important because we deliver a high touch

service to clients over relationships that average 10 years. Maintaining continuity of

staff helps to ensure that we are able to meet client needs over extended periods of

time. Staff retention is also important for our meritocratic internal talent development

programmes and succession planning. Staff turnover in 2021 was 9.3% (2020: 5.7%)

andthis figure is testament to the secure and engaging employment provided by the

Group. It is challenging to find benchmarks for a global business of our type, but we

believe that turnover rates in the region of 15 – 20% are more typical.

Human rights, diversity

and equal opportunity

JTC has defined policies covering:

– modern anti-slavery and human trafficking www.jtcgroup.com/modern-anti-slavery-

and-human-trafficking-statement/;

– equal opportunities www.jtcgroup.com/careers/equal-opportunities/

– dignity at work; and

– social media (inappropriate use/content, business and personal).

Health and Safety

JTC has a defined Health and Safety Policy (and numerous related policies) that are

detailed in the Employee Handbook and are introduced during a new employee’s

induction to the Group as well as being reviewed and revised on a regular basis.

Community Relations

We value and respect the communities in which we operate around the world and

understand the support they provide to our employees, clients and intermediary

partners. We seek to create a positive impact wherever we operate, creating

opportunities for employment, and giving back through charitable donations

oftime,expertise and money (see pages 40 to 41).

We further embraced this commitment to help local communities by purchasing

validated carbon credits in support of a number of projects including tree planting

intheUK and Kenya, renewable energy projects in Brazil and India, and wildlife

conservation efforts in Cambodia.

GOVERNANCE

COMPONENTS OF OUR FRAMEWORK OUR RESPONSE AND CAPABILITIES

Data management and security

Data management and security is an essential component of our scalable global

platform and we treat our responsibilities in this area with the utmost importance.

Extensive details on our approach to data security can be found within our SASB

disclosures on page 35.

Purpose, culture and ethics

JTC’s purpose and culture are based on Shared Ownership and supported by eight

defined ‘Guiding Principles’ that are intended to clearly define the Company’s cultural

values and in turn drive ethical behaviours throughout the organisation. Read more on

page 3.

Board composition and effectiveness

Detail of our Board composition and effectiveness can be found on page 53 and 63. In

addition, wepublish information on our Board, including the Terms of Reference of the sub

committees on our website: www.jtcgroup.com/investor-relations/corporate-governance

Stakeholder engagement

We engage on an ongoing basis with a wide range of stakeholders, including: clients,

employees, investors, intermediaries, regulators, government bodies, industry

associations and charities. Read more on pages 57 and 58.

Executive compensation

ESG matters are now explicitly included in Executive Director targets and compensation,

further details of which can be found in the report of the Remuneration Committee on

page 67.

In addition to executive compensation, JTC’s wider Shared Ownership culture and

programmes are central to aligning the interests of our people with the interests of

ourstakeholders over the long term. Another of our KPIs (see page 26 is to ensure

that100% of permanent employees are owners of the business through these Shared

Ownership programmes.

Succession

The Board’s Executive Succession Plan is based on JTC’s Shared Ownership culture and

places particular emphasis on meritocratic succession from within the business.

Audit and risk, including ethics risk

Full details are provided in the report of the Audit & Risk Committee on pages 64 to 66

and the Risk Management section of the Strategic Report on pages 42 and 43.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ENVIRONMENTAL SOCIAL GOVERNANCE CONTINUED

ESG

timeline

1st Shared Ownership

award of £12m is made

when a minority stake

issold to PE firm CBPE

2012

1987

JTC is founded

As well as maintaining and enhancing our current ESG work,

in2022 and beyond we will focus on setting more Diversity,

Equity and Inclusion (DEI) goals and defining a strategy and

target date to achieve net zero.

Nigel Le Quesne creates

JTC Shared Ownership and

establishes it with half of

hisown equity

2016

1998

2017

2020

2015

2018

2021

JTC Joogle – global

employee intranet

–islaunched

JTC Academy launched

JTC Gateway launched,

Stronger Together

brandinglaunch

JTC acquires Indos Financial

Wendy Holley appointed

JTC’s first Chief

Sustainability Officer

JTC reports under TCFD

forthe first time

JTC launches enhanced

range of ESG Services

2nd Shared Ownership

award of £14m is made

when the Group lists on

theLondon Stock Exchange

JTC Wellbeing launched

Advance to Buy (A2B)

programme launched

3rd Shared Ownership

award of £20m is made

when the business doubles

in size since IPO

JTC becomes a Carbon

Neutral+ company

JTC reports

under SASB for

the first time

‘Maximising Potential’

– global educational

charitysupport

programme –

is launched

2022

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

JTC SASB REPORT – PROFESSIONAL AND COMMERCIAL SERVICES

ACCOUNTING METRIC & CODE CATEGORY UNIT OF

MEASURE

DISCLOSURE

DATA SECURITY

Description of approach to identifying

and addressing security risks

Code: SV-PS-230a.1

DISCUSSION &

ANALYSIS

N/A

At JTC, we understand the importance of all of our information assets as well as retaining the trust of our existing and future clients. To support the JTC vision, and help the business

meet its objectives, we are proudly committed to building the protection of assets from the foundations up. We operate a variety of best-in-class systems to deliver and maintain an

impeccable standard of administration and use technology to innovate in both service delivery and efficiency.

Globally there are many different regulatory and compliance requirements as well as Information Security and Risk frameworks. Each one of them has its own set of requirements

and/or recommendations. For JTC we have adopted the National Institute of Standards & Technology (NIST) Cyber Security Framework and aligned our Policies, Standards and

Procedures to the ‘Information Organisation of Standardisation’ (ISO 27001) suite of Standards. By adopting both the NIST Framework and ISO 27001 Standards, we meet the

regulatory and compliance requirements applicable to JTC and the expectations of clients and investors. Annually we are subject to various regulatory reviews and audits, including

aNIST Assessment and an ISAE 3402 IT general controls testing and assurance audit.

We have a dedicated Information Security Team. Our Group Information Security Officer leads the team and is responsible for defining and delivery of the Group’s Information

Security strategy and approach. The team hold a number of advanced industry recognised certifications and qualifications such as Certified Information Systems Security Professional

(CISSP), Certified In Information Security Management (CISM), Certified in Risk and Information System Control (CRISC), Certified Information Systems Auditor (CISA), Certified Data

Privacy Solution Engineer (CDPSE), ISO 27001 certified ISMS Lead Auditor (CIS LA) and ISO 27001 Certified ISMS Lead Implementer (CIS LI).

JTC will always implement the necessary controls to protect all information assets from unauthorised access, assure the confidentiality of information and maintain its integrity.

Description of policies and practices

relating to collection, usage, and

retention of customer information

Code: SV-PS-230a.2

DISCUSSION &

ANALYSIS

N/A

JTC is fully committed to both the spirit and the letter of all of the data protection/data privacy frameworks that apply to it globally. As an award winning, market-leading provider

ofprivate and institutional client services, client confidentiality sits at the heart of our business. We build on this foundation with respect for all of our data subjects’ statutory

dataprotection and data privacy rights. We continually seek to enhance our data protection practices, with a key focus for 2022 being the formalisation of a data privacy controls

framework which aligns with our enterprise risk management approach.

Number of data breaches

Code: SV-PS-230a.3

QUANTITATIVE NUMBER,

PERCENTAGE (%)

No personal data breaches requiring formal notification to an Information Commissioner or a data subject were recorded for the period.

WORKPLACE DIVERSITY & ENGAGEMENT

Percentage of gender and racial/ethnic

group representation.

Code: SV-PS-330a.1

QUANTITATIVE NUMBER,

PERCENTAGE (%)

Executive management (Group Holdings Board & Group Directors) – 17% female, 83% male

All other employees – 58% female, 42% male

U.S. employees – senior management 86% White, 14% Not Disclosed

All U.S. employees – 57% White, 13% Hispanic, 11% Not Disclosed, 8% Asian, 5% Black, 5% Two or more races, 1% Native Hawaiian/Pacific Islander

Voluntary and involuntary

turnoverratefor employees.

Code: SV-PS-330a.2

QUANTITATIVE NUMBER,

PERCENTAGE (%)

9.3% voluntary, 1.9% involuntary (* 2020 involuntary turnover was reported as 9% and should have been reported as 4.1%)

Employee engagement Code: SV-PS-330a.3 QUANTITATIVE NUMBER,

PERCENTAGE (%)

At present, we do not record data but plan to enable reporting in the near future.

We have chosen to provide disclosures in line with the Professional & Commercial Services Standard issued by the Sustainability Accounting

Standards Board (SASB). The information disclosed is to assist investors and other stakeholders in understanding the governance and management

of the Group’s environmental and social impacts arising from its activities as well as the ability to create value over the long term.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

JTC SASB REPORT – PROFESSIONAL AND COMMERCIAL SERVICES CONTINUED

ACCOUNTING METRIC & CODE CATEGORY UNIT OF

MEASURE

DISCLOSURE

PROFESSIONAL INTEGRITY

Description of approach to

ensuringprofessional integrity

Code: SV-PS-510a.1

DISCUSSION &

ANALYSIS

N/A

The Group has a set of Guiding Principles and core value behaviours that are designed to establish the organisational cultural tone and set the standards we expect our employees to

follow. These clear standards aim to support the Group’s policy of ensuring that business is conducted in a manner that is consistent with our reputation and conducive to maintaining

high standards of integrity in all our business dealings, whilst having the highest regard for the interests of our clients.

The Guiding Principles include the Group’s commitment to:

– full compliance with all legal, regulatory, and other requirements wherever we operate, adopting best practice whenever possible;

– maintaining monitoring and risk management systems and procedures for the effective control of our affairs; and

– open and transparent dealings with our stakeholders including our clients and regulators.

The principles are underpinned by Group Policies which set expected standards in a number of areas linked to professional integrity including Conduct Risk, Anti-Money Laundering,

Countering of Terrorist Financing, Anti-Bribery and Corruption, Sanctions Compliance, Insider Trading, Conflicts of Interest and Whistleblowing. Adherence to these standards is

periodically tested through the Group’s ‘three lines’ model of assurance (read more on pages 42 and 43) and further supported by an employee compliance declaration exercise

undertaken each year.

On an annual basis, each employee’s adherence to the Group’s core value behaviours of accessibility, integrity, commercial awareness, personality, engagement and innovation are

assessed as key contributory factors in the annual appraisal process.

Over and above the internal organisational processes, the Group is currently regulated in 15 different jurisdictions. It is an accepted global practice for regulators to require those

employees who take senior Board roles and responsibilities, either within the Group or on behalf of clients, to submit personal questionnaires or other confirmatory paperworkbefore

assuming such positions. Regulators will then examine such applications and grant licenses only upon satisfaction of local and international checks and regulatory considerations of

fitness, suitability, experience and proven integrity. As such, and in support of the integrity achieved through internal organisational processes, there is considerable and consistent

external regulatory scrutiny of integrity conducted by experienced authorities, often utilising information gateways (e.g. to law enforcement) that would not typically be available

tothe Group.

Total amount of monetary losses as a

result of legal proceedings associated

with professional integrity

Code: SV-PS-510.a.2

QUANTITATIVE REPORTING

CURRENCY

During the reporting period there were no monetary losses to the Group stemming from legal proceedings associated with lack of professional integrity or stemming from other

environmental, social, or governance issues.

ACTIVITY METRICS

Number of employees by: (1) full-time

and part-time, (2) temporary, and

(3)contract

Code: SV-PS-000.A

QUANTITATIVE NUMBER

Full-time – 1,104

Part-time – 126

Temporary – 58

Contract – 14

Employee hours worked, percentage billable

Code: SV-PS-000.B

QUANTITATIVE NUMBER,

PERCENTAGE (%)

For our fee earning employees, hours worked as % of contracted hours was 104%.

Billable time as a % of contracted hours was 82%.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

Task Force on Climate-Related Financial Disclosures

ENVIRONMENTAL SOCIAL GOVERNANCE CONTINUED

JTC is reporting for the first time under the Task Force on Climate-Related Financial Disclosures (TCFD) framework, as required

under Listing Rule 9.8.6R (8) on a comply or explain basis. The framework enables market participants to disclose information

that is material in respect of climate-related risks and opportunities so these considerations are integrated into business and

investment decisions.

GOVERNANCE

Disclose the organization’s governance around

climate-related risks and opportunities.

JTC’s ESG framework, which incorporates climate risk, is governed

and overseen by the Board ofDirectors, with operational

responsibility sitting with the executive team and in particular the

Chief Operating Officer. Post period end, JTC has enhanced Board

level oversight of ESGrisksby implementing the following changes:

– JTC has appointed Wendy Holley as the firm’s Chief

Sustainability Officer in addition to her Group Chief

OperatingOfficer role.

– JTC appointed an additional Independent Non-Executive

Director, Kate Beauchamp, see page 62.

– Post period end, JTC amended the Terms of Reference of each

Board sub-committee’s to incorporate relevant ESG (including

climate risk) matters aspart of their remit.

– The Audit & Risk Committee will be split into two committees,

AuditCommittee and Risk & Governance Committee, with the latter

having a specific role in the oversight of ESG strategy and policies.

– Board members Mike Liston and Nigel Le Quesne have specific

experience on climate-related matters. Mike served as CEO

ofJersey Electricity PLC (1993 – 2008) and serves as a

Non-Executive Director of Foresight European Solar GP Ltd and

Foresight Solar & Infrastructure VCT PLC. Nigel also served as

aDirector with Foresight and is a partial owner of a solar farm.

Post period end, JTC established an ESG Forum, chaired by

theCSO,whose remit includes climate-related risks and

opportunities, including the development of JTC’s range

ofESGservices for clients. The ESG Forum will periodically

reportfindings, targets, and recommendations to the Board.

STRATEGY

Disclose the actual and potential impacts of climate-

related risks and opportunities on the organization’s

businesses, strategy and financial planning where such

information is material.

Physical risks resulting from climate change (e.g. extreme weather)

could impact our global offices and our clients. For short-term

events, business continuity and disaster recovery plans are in place

to ensure that work could be completed from a different location

orremotely. Following the pandemic, work from home has become

a more established practice, with a formal remote working policy

inplace. Globally dispersed teams are well positioned to take on

work from another office if needed and permitted under the

relevant regulatory licences. Medium-term events, such as changes

to regulatory frameworks, carbon tariffs, and the possibility of

stranded assets impacting revenue and profitability are potential

impacts to consider. Long-term events including macroeconomic

impacts on global GDP and shifts in population centres could

potentially impact JTC and our clients’ revenue and profitability

asthey link to the wider global economy. All these factors, as well

as social impacts of climate change, are ones we consider to be

relevant for a more detailed materiality assessment.

As the climate change regulatory environment matures, we understand

the need to manage transition risk for our business and also recognise

the service opportunities that exist to support our clients. JTC has

made strategic acquisitions (INDOS, NESF) which have brought

expertise and capabilities in servicing the growing areas of ESG

advisory and impact and socially responsible investing globally.

We are ideally placed to become a highly credible component of our

clients’ value chains. In addition, our strength in providing expertise

around complex regulatory and reporting frameworks means that

we are able to offer ESG advisory and administration services to

a broad range of clients from institutions to UHNWI and families.

Please see page 32 for more details on how climate change

opportunities are being factored into JTC’s service offerings.

While we acknowledge that climate change scenario analysis is

emerging as a practice to more precisely understand the impact of

climate change, at present we have not undertaken such a review

aswe do not believe our business or the vast majority of our clients

to be high risk.

RISK MANAGEMENT

Disclose how the organization identifies, assesses,

andmanages climate-related risks.

In 2021, following the acquisition of INDOS, JTC undertook an exercise

to become a Carbon Neutral organisation. This process allowed JTC to

understand the current risk that environmental impacts have on our

business and served as a starting point to understand the longer-term

impacts of climate change on JTC andour client base. We believe a

logical next step is to conduct a more in-depth materiality assessment

and plan to do so in the medium term (2-3 years). While we don’t

believe JTC or the vast majority of our clients represent the businesses

most at risk from climate change, we feel it is prudent tovet this

assumption and acknowledge opportunities to partner with our clients

as a trusted adviser on these matters.

JTC combines it’s more than 3 decades of industry experience

withinhouse ESG expertise to make informed decisions of which

climate related risks are material to our business. We have spoken

toinformed expert stakeholders including institutional investors

andcompleted an initial carbon assessment.

JTC has established processes for assessing, documenting, and

managing business risks. We believe climate change is an emerging

risk because there is an increased regulatory focus on the role

financial institutions and listed companies in particular play in the

path to net zero. As we conduct further materiality assessments

andanalysis, we will gain a deeper understanding of how these risks

impact our business and our clients. While climate risk is captured

inour risk framework, in the near term we have to balance this risk

against our other material risks.

By the end of 2022, we will undertake an exercise to define timeframes

to complete activities which may include setting net zero targets,

conducting materiality assessments, etc. We will also look to define

further relevant metrics and targets that capture external

environmental and business-related climate risks.

As regulation and best practice continue to evolve, we consider

itimportant to engage with our value chain (including investors,

clients and suppliers) and stay informed on emerging best practice.

As such, we are evaluating our participation in industry forums and

pledges including CDP, UNPRI, and similar.

METRICS AND TARGETS

Disclose the metrics and targets used to assess

andmanage relevant climate-related risks and

opportunities where such information is material.

JTC recognises that our business operations globally have an impact

on the earth’s climate. In 2021, JTC took steps to become a Carbon

Neutral+ organisation by conducting a carbon audit of scope 1, 2,

and 3 emissions from 2020 and 2021 (post period end). To offset

emissions, JTC invested in a number of validated projects. Based

ontwo years of data, we have seen improved performance on

metrics we believe sensible for a people based professional

servicesbusiness. As of yet we have not set reduction targets

asrecent exceptional circumstances (travel restrictions) have

impacted ourbaseline for travel.

2021

Total CO

emissions 1,572.67 tonnes

Scope 1 451.45 tonnes

Scope 2 461.32 tonnes

Scope 3 659.90 tonnes

tCO

e per employee 1.28

tCO

e per £1m revenue 10.66

2020

Total CO

emissions 1,459.14 tonnes

Scope 1 440.94 tonnes

Scope 2 473.49 tonnes

Scope 3 544.71 tonnes

tCO

e per employee 1.67

tCO

e per £1m revenue 12.68

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

JTC

Academy

ENVIRONMENTAL SOCIAL GOVERNANCE CONTINUED

JTC Academy, launched in 2015, provides

a structured development programme which

gives access to materials and training

tailored to job roles, performance, ambitions

and potential.

The Academy has continued to expand the

range and quantity of training opportunities

as the Group increases insize.

In total, over 2,500 industry-leading learning

materials including, systems, leadership and

personal effectiveness topics were made

available for employees to access in 16 languages.

Subject categories include the following:

– Risk & Compliance (mandatory for

allemployees).

– Data & Cyber Security (mandatory

forallemployees).

– Business Skills.

– Health and Wellness.

– Leadership and Management.

– Office productivity.

– Personal development.

– Sales and client service.

– Technology (full catalogue of

Microsoftproduct training).

– JTC curated content.

Over the last 12 months, the Learning and

Development team have provided a range of

leadership and management education

programmes (all designed in-house) as well

as a comprehensive calendar of technical and

non-technical training sessions delivered across

all global jurisdictions.

Training delivery highlights

for 2021 include the following:

– Managing the JTC Way – 62 delegates

in2021, with a further 120 due to start

in2022. This has followed a revised

programme schedule to accommodate

amuch larger pool of eligible delegates.

– Step up to Management – delivered to

28delegates in 2021, a further 65 due

tostart in 2022.

– LION Foundation: 60 Directors

completing in 2021, with a further

65tostart in2022.

– A full range of training sessions for

employees across the business were

delivered in 2021 supporting the roll-out

of the new ‘People@JTC’ system.

This included:

– over 650 employees attending

the‘Getting to Know the System’

training sessions;

– over 800 employees attending

performance management training

sessions detailing the revised

performance review and goal

settingprocesses.

– JTC has also become qualified as a

‘Mental Health First Aid’ capable

organisation with 1:1 interviews to over

50 ‘Mental Health First Aid’ candidates

conducted. This knowledge is now being

integrated into Managing the JTC Way

asa standalone module to make it a

‘requirement’ for all managers at JTC.

– A continuing scheduled delivery of CPD

based sessions has been managed by

theAcademy team throughout 2021.

ACADEMY LEADS THE

‘PEOPLE@JTC PROJECT’:

– The JTC Academy team have

programme-managed the

implementation of a comprehensive

replacement of existing HR systems

withone overall, enterprise HR solution

branded People@JTC.

– The project involved over four months

ofconfiguration and 12 months of

overallimplementation across all

modules, which included learning,

performance, core HR, recruitment &

on-boarding, compensation, talent &

succession and absence management.

JTC ACADEMY INDUCTION:

– In 2021 the standard Group induction

was re-designed to be able to span all

global locations in their local time zones.

– All new joiners now receive a

comprehensive induction plan –

automatically communicated and

assigned to them from their start date.

– The ‘Welcome to JTC’ curriculum

provides a consistent induction for all

new joiners across the group with over

30 hours of content and live sessions

provided via ‘Welcome to JTC’

curriculum. This includes self-service

session bookings and resources.

This hasbeen developed based on

employee feedback throughout the year.

– All activity is now trackable ensuring

adherence to policy requirements.

Developing our people and maximising their potential

Virtual Internship

Another ‘first’ for JTC was the hiring of a ‘virtual

intern’ in partnership with registered social

mobility charity Career Ready Scotland, whose

vision is that every young person progresses

to a positive post-school destination and is

able to prosper in the world of work, regardless

of their background.

As a result of pandemic restrictions, the four

week summer work placement focus with our

Edinburgh team had to be done virtually.

This provided a local student with an engaging

experience involving exposure to multiple

contacts and teams within the business, as well

as a chance to work on the skills they will need

when looking for and starting a permanent job.

JTC has now committed to taking on placements

from two such local schools in 2022.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ENVIRONMENTAL SOCIAL GOVERNANCE CONTINUED

JTC Gateway offers our people the opportunity to

develop their careers by working in Group locations

around the world in support of their personal and

professional growth, all while attracting and retaining

talent. And despite the ongoing global pandemic, three

employees from various locations made permanent

moves, including Graham Sleep (Director – Fund

Services), who moved from the Cape Town office to

join the Guernsey team.

JTC

Gateway

JTC

Wellbeing

“ I think that the international experience that

Gateway offers is incredibly important to

the business for a number of reasons – the

most important of which is the retention of

skilled and knowledgeable employees within

the Group. Each of the jurisdictional offices

offer their own opportunities to employees,

but sometimes people want to move either

locally or internationally and Gateway

offers an opportunity to do exactly that.”

JTC stands by its long-term commitment

to wellbeing, especially during the pandemic

in which our people continued to show their

resilience whilst remaining productive,

focused and connected in their roles.

With the lifting of in-country government

restrictions across the year, the Group

recognised the importance of flexibility in

where our people work, and subsequently

introduced a Remote Working Policy across

JTC which gave everyone the opportunity

to continue working from home for up to

two days aweek.

Employee Assistance Programme

JTC continues to partner with Employee

Assistance Programme providers around the

globe to support our people who are transitioning

back to the office, or may have questions about

managing health and other issues, and balancing

working from home. Services are available to

all JTC employees, so any questions or worries

can be answered confidentially by experts,

24/7, 365 days a year.

JTC Mental Health First Aiders

In April 2021, JTC launched a 'Mental Health

First Aiders' initiative to all the offices across

the Group, which is an accredited training

scheme, for chosen volunteers, creating

champions or 'go to people' on issues related

to mental health. Selected employees have

subsequently undergone dedicated training

with Mind UK. The two day course teaches

them how to identify, understand and help

others who may be developing a mental health

issue by learning how to spot the signs and

symptoms of mental ill health and how to

provide help on a first aid basis.

Wellness Week

To help advocate the importance of mental

health wellbeing throughout the year, we

continued to regularly promote and publish

focused articles on mental health on Joogle,

our Company-wide intranet, and hosted a

Wellness Week in October. Across the five

days, we featured different ways to improve

our people’s wellbeing on a daily basis, whether

that be through the power of conversation, a

brisk walk or simply showing kindness to others.

For all our offices, virtual yoga sessions were

offered through the power of Zoom and healthy

vitamin packed juices were provided to everyone

on ‘Fruit Friday’ topromote the benefits of a

balanced and healthy diet.

Developing our people and maximising their potentialInternational experience to increase capabilities

JTC Active

Additionally, under our JTC Active banner, we

undertook a number of healthy employee

initiatives that also benefitted charities.

For example, JTC’s second annual triathlon

saw 30 people tackle a 1,500m swim, a 40km

bike ride and a 10km run from across our global

team, including the Jersey, Netherlands, South

Africa and San Jose offices. The entrance fee

for all triathletes was donated directly to the

World Wildlife Foundation and its specific

programme centred on the protection of

orangutan populations.

Another Wellbeing activity that took place in

2021 was the 'Walk All Over Cancer' challenge,

where nearly 100 employees from all over JTC

committed to walking 10,000 steps a day each

for the entire month and together raised £2,825

for Cancer Research UK.

By highlighting achievements and gathering

together virtually or in person, we all shared

in the collective success of promoting and

encouraging overall wellbeing, healthy living

and positive mental health internally and

externally in ourcommunities.

Above: Fresh air and puppy love for Wellness Week.

Left: South Dakota showing it’s all about

balance. Below: Pedal power in Miami!

“ This is a picture of my wife and our young

French Bulldog on our last walk on our

favourite beach in Cape Town before

emigrating to Guernsey.”

GRAHAM SLEEP

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ENVIRONMENTAL SOCIAL GOVERNANCE CONTINUED

PROMOTIONS ACROSS THE GLOBE

Two of JTC’s Guiding Principles are meritocracy

and maximising individual potential, and our

bi-annual promotion cycles are a clear sign

that people have the opportunity to benefit

from both.

In 2021, we saw 188 of our people promoted

in their roles, covering all levels of seniority,

from Administrator to Managing Director, and

these appointments were made in recognition

of individual performance, commitment to

structured professional development and

contribution to JTC’s ongoing growth.

The promotions also spanned teams across

JTC’s Institutional, Private Client and Group

Operations, including Corporate Services,

Employer Solutions, Fund Services, Human

Resources, Business Development & Marketing,

Private Office, Regulation, Risk & Compliance,

Finance, Tax and Treasury.

EMPLOYEE COMMUNICATIONS

With over 1,300 employees and a Group

Communications team consistently touching

base with over 30 offices, it’s no surprise that

we’ve got lots of things to talk about and share

with our global team. Whether it’s an important

PLC update from the CEO, to a spotlight on

local charity work being undertaken, or the

latest divisional product offering or thought

leadership piece, all JTC news matters.

“ It is thanks to the strength and skill of our workforce

that we truly are stronger together, and it is wonderful

to be able to recognise the hard work of so many

of our talented colleagues around the world. Their

accomplishments, underpinned by our dedication

totargeted learning via the JTC Academy, allows

ustooffer the very best to our global clients.”

WENDY HOLLEY – CHIEF OPERATING OFFICER

In 2021, we published a total of 338 stories on

our relaunched intranet, Joogle, which underwent

a significant and impressive refresh in terms of

aesthetics and functionality. Importantly for

new employees being integrated into the business

from acquisition activity, because Joogle was

developed on a cloud based platform, this meant

that it could be safely and securely accessed

on mobile devices.

Employees also stay connected by receiving

a weekly summary email called Joogle Week

That Was, which recaps the latest important

Joogle stories.

To further help ensure that each of our 30

offices remain connected, the JTC Comms

Champions forum, made up from volunteer

representatives of all levels from each jurisdiction,

continued to meet on a monthly basis to

discuss the latest Company-wide news and

provide on the ground feedback in relation to

Group activity. In 2021, we also welcomed

guest speakers from senior leadership (including

CEO Nigel Le Quesne and Carol Graham, Group

Director – Human Resources) who participated

in lively and enlightening discussions.

Our ‘CEO Birthday Breakfast’ events carried

on in Jersey and, as a direct result of our Comms

Champions feedback, we have now confirmed

that we will be running global town hall events

in 2022, where employees will hear directly

from Board members on our progress related

to JTC’s strategic objectives and learn more

about key operational initiatives as well as

having the opportunity to submit questions

for the senior leadership team to address.

MAXIMISING POTENTIAL

In September 2021, JTC launched its first

globalemployee-led educational charity

fundraising initiative known as ‘Maximising

Potential’, which benefited a global range of

educational charities.

We chose to focus on education because, over

the last few years, our analysis showed that

children were the most employee championed

category for charitable donations from the

JTC Supports budget. Taking this into consideration,

and with statistics from the United Nations

showing that there are an estimated 617 million

children and adolescents around the world

who are unable to reach minimum proficiency

levels in reading and mathematics as a result

of Covid-19, this represented an opportunity

for all of us to make a difference in a key area.

As a result of the ‘Maximising Potential’

initiative, over £86,000 was shared across

charities chosen by the JTC office network

spanning more than 20 jurisdictions. The donations

were used to support specific regional initiatives

and projects undertaken by the educational

charities, which were selected by the employees

in those locations.

The total was reached through the combination

of an original donation by JTC and employee

fundraising, which was then matched through

the firm’s corporate matching scheme.

Left: Some of the

Edinburgh team

volunteer with their

2021 Maximising

Potential charity

“With Kids”, which

provides play therapy

to children dealing

withtrauma.

Right: Employees in

Edinburgh and Jersey

pedal for charity.

Social media celebration of our latest round of internal promotions across the globe.

More than 1,000 JTC people from around the

world helped support the fundraising drive

through local in-person and virtual activities

including running in -2ºC weather, ‘jailing’ a

Director (and the only way out was to call

friends and family for donations), promoting

sustainability by selling pre-loved clothes,

virtual bingo fundraisers, bake offs and more!

In addition to Maximising Potential, a number

of other JTC charitable and community events

took place throughout the year, including the

Isle of Man’s volunteer day to paint and preserve

the historic Peel Castle, a football tournament

to benefit Cardiac Arrest in the Young, and

the Cape Town CSR Ubuntu (‘humanity’)

Committee’s beach clean-up day.

JTC SUPPORTS – CHARITABLE GIVING

At the heart of JTC’s success is the Shared

Ownership ethos, dedication, commitment

and energy of the entire JTC team across the

globe. Not only do we have the most talented

and hard-working employees, but they are

also the most generous in terms of volunteering

their time to support fundraising activities and

make a difference to their local communities.

After a year of continued uncertainty, it

remained ever important that as a company

we stand stronger together and engender the

JTC spirit of helping and giving back to our

local communities. In 2021, we donated and

fundraised over £187,000 through the charitable

and employee engagement activities under

our JTC Supports and JTC Active brand banners.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ENVIRONMENTAL SOCIAL GOVERNANCE CONTINUED

2021 SEASON’S GREETINGS

CHARITY OF CHOICE

One of our big seasonal traditions at JTC is to

pick a charity to support by way of a donation

being made in lieu of printed and posted client

Christmas cards. In October, we launched an

employee poll on Joogle for everyone to cast

their vote for one of four charities (focused on

children or environmental concerns) to receive

the money.

Our global team chose to support the Durrell

Wildlife Conservation Trust, which was

announced in our 2021 Christmas card video

featuring employees from each jurisdiction.

By voting for Durrell, our £5,000 donation will

be used to plant 1,000 trees in one of therichest

and most biodiverse ecosystems on the planet

– the Atlantic Rainforest in Brazil– creating a

healthier world for people and wildlife.

SOCIAL

For many on our global team of 1,300+, working

from home was a different experience than

being in the office together, so when certain

jurisdictions were allowed to reopen, teams

happily and safely joined in the fun together

celebrating through various Company-wide

social activities. For jurisdictions that were

still working from home, they were able to

participate in festivities including: virtual

musical bingo, quiz events, pizza parties and

all things #FestiveTogether, JTC’s month-long

holiday celebration complete with activities

for employees, their families, and charitable

giving such as food drives throughout December.

There were holiday parties for employees who

were able to join live, and hampers for those

who were unable to attend in person.

One of the more popular social events was

enjoying International Ice Cream Day, which

took place across the Group in July. Whether it

was ice cream delivered to offices or a traditional

ice-cream van parking up outside the office

for a visit or through gift cards sent to those

jurisdictions unable to participate in person,

every employee was able to enjoy a sweet

treat to mark the summer season.

“ What can I say? What a brilliant idea.

Therewas a lovely buzz onthefloor, over

something so simple as a surprise ice cream!”

LINDA GARNIER – SENIOR DIRECTOR – PCS

PAYROLL GIVING

Launched in 2020 for employees in participating

jurisdictions who wished to automatically

donate directly from their salaries to a qualified

charity, JTC pledged to match up to 50% of

their donations.

At the end of 2021, nearly £10,000 was donated

to 20 different charities across the BVI, Cayman,

Guernsey, Jersey, Switzerland, IOM and UK.

CELEBRATING INTERNATIONAL

ORANGUTAN DAY

In 2021, JTC created a butterfly orangutan to

add to our brand imagery symbolising the

importance of ESG matters with our unwavering

commitment to fulfil JTC’s purpose-driven

responsibilities to our people and our stakeholders.

The orangutan is a visual reminder as to how

we can all be more Responsible Together by

becoming a force for good and change to

promote a sustainable future.

Above: Tree planting in support of the

DurrellWildlife Conservation Trust.

Left: Our new JTC butterfly orangutan,

designed to symbolise our commitment

toprotecting the environment.

Clockwise from below: the London team get

together for an Escape Room challenge, Boston

and San Jose virtual bingo fundraiser, Jersey

employees enjoy a treat on International Ice

Cream Day.

To mark International Orangutan Day on

19 August, and as a long-term corporate

supporter of the Durrell Wildlife Conservation

Trust, we conducted a video interview with

Gordon Hunt, Deputy Head of Mammals at

the Jersey Zoo, which is the base for the

international conservation projects continued

by the Trust. From this interview we ran a

series of videos and articles for employees

highlighting just how endangered this species

is and how we can all make a difference with

a reduced use of palm oil products.

A JTC Supports donation was also made to

help with Durrell’s mission of ‘saving species

from extinction’.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

RISK MANAGEMENT

“ As a leading global provider of professional

services in a highly regulated sector, we place

significant importance on the application of

effective and strong risk management and

compliance standards and practices.”

Richard Ingle

Chief Risk Officer

The Group promotes a strong risk awareness

culture, set from the very top of the organisation

and with risk ownership clearly assigned.

We manage risk in a consistent manner, aligned

with the Board’s stated risk appetite and ensuring

compliance to all applicable rules andregulations.

Our risk framework enables the business to

protect value, helping usidentifyopportunities

and minimise threatstoachieving our strategic

and operational objectives.

A specialist team of Risk and Compliance

professionals operate throughout the Group to:

– identify and manage risk

– monitor and report on the

effectivenessof risk controls

– support the resolution of risk

andregulatory challenges

– advise on regulation and controls

– manage regulatory relationships.

The Board has overall responsibility for setting

JTC’s risk appetite, and ensuring we identify

any risks that could affect the Group’s corporate

strategies, and that we manage them effectively.

The Board delegates the oversight of the risk

and control environment to the Audit and Risk

Committee, which consists of four Non-

Executive Directors. The Chief Risk Officer has

a standing invitation to attend all meetings.

The Group-wide risk management framework

is designed to be commensurate with JTC’s

evolving structure, risk profile, complexity,

activities and size. We adopt an industry-

standard, three lines model, the main features

of which are as follows:

– The Board and senior management sit

above the three lines and have collective

responsibility for setting organisational

objectives, defining strategies to achieve

them and establishing the necessary

governance risk management and

controlframeworks to manage the

risksand their achievement.

– Our first line, our employees, have

aresponsibility to manage day-to-day

risk in their own areas, guided by

Grouppolicies, procedures and control

frameworks. Local management, and

ultimately the Board, ensure risks are

managed, maintained, reviewed,

escalated and actioned.

– The second line is the Risk and

Compliance function. Its role is to

helptobuild, monitor and support

theactivities ofthe first line. Group

companies maintain key regulatory

andcompliance personnel (for example,

Compliance Officers, Money Laundering

Reporting Officers and Money Laundering

Compliance Officers) in accordance

withlocal regulatory requirements.

– The third line is Internal Audit (“IA”),

which is responsible for providing

independent assurance on the

effectiveness of governance, risk

management and control over current,

systemic and evolving risks. This is

further supported by the testing of key

controls through theformal external

audit programme, and regular external

visits and regulatoryinspections across

the Group’sregulated businesses.

– The Legal function provides support

toallareas of the Group and is not

formally part of any of the three lines.

Resilience and vigilance

Fit for purpose and fit for growth

AN EVER CHANGING ENVIRONMENT

As a leading global provider of fund, corporate

and trust administration services in a highly

regulated sector, JTC places significant

importance on the application of effective

and strong risk management and compliance

standards and practices. This includes a

comprehensive understanding of the risks

faced by the business.

In 2021, the Group continued to grow organically

and inorganically within an external environment

that continued to contend with, among things,

the ongoing repercussions of a global pandemic,

ongoing and increasing regulatory scrutiny

and change, workplace and employment

changes and an increasingly sophisticated

technological landscape. In such an environment,

there is no room for complacency, but a need

for vigilance, resilience and an ongoing goal

to be both fit for purpose and fit for growth.

We therefore continue to advance our approach

to risk management and regulatory compliance.

From left to right: George Kellogg III,

Sarah Kittleson, Tina Leslie and Richard Ingle.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

RISK MANAGEMENT CONTINUED

The Group Risk Committee comprises the Chief

Risk Officer, Group Chief Executive, Chief General

Counsel and Group Director – Risk & Compliance,

with the Group MD or Group Deputy MD

attending by invitation. This Committee maintains

responsibility for considering the risk types that

may affect the Group including, but not limited

to, strategic risk, operational risk, regulatory

risk, legal risk, human resources risk, technology

risk (including data security risk), client risk,

fiduciary risk and performance risk.

The Group Risk Committee meets quarterly

and is responsible for overseeing the Group’sinternal

risk framework. It continually evaluates the

adequacy of systems and controls for identifying

and managing risk and regulatory compliance.

It monitors trends and reviews issues that may

present material risks at Group level, as well

as considering significant or imminent changes

to the risk and regulatory environment and

available mitigants. The Committee is also

mandated under its Terms of Reference to

advise the Group regularly on the risk management

and regulatory compliance implications of its

overall business strategy, culture and risk

appetite, taking account of macroeconomic

as well as operational conditions.

The Group Risk & Compliance function provides

assurance through regular reporting of the

independent compliance monitoring programme

in each jurisdiction.

KEY CONTROLS

We have a number of key controls in place to

ensure we monitor and manage all elements

of our business activities, including fiduciary

risks. These include:

– high level of jurisdictional Director

control over processes

– dedicated Group monitoring function

– defined authority mandates and Terms

ofReference

– controls ensuring separation of

transaction approval and payment

– regularly updated cyber security policies,

protections and penetration testing

– a strong IT platform and business

continuity arrangements

– a rigorous human resource screening

andon-boarding process

– experienced and professionally

qualifiedemployees

– regular risk and compliance updates.

Many of these controls are captured by the

rigorous, bespoke JTC Recommendation for

Signing (RFS) approval process. This internal

control tool ensures we document, review and

approve all business decisions and transactions

thoroughly at an appropriate level on a ‘six-

eyes’ basis. The RFS is a key tool in identifying,

managing and monitoring client, transactional,

operational and internal risks within JTC. It was

originally developed, and subsequently refined,

to provide control over the Group’s diverse

client base, business operations and regions,

and continues to be effective in maintaining

the highest standard of control in a rapidly

growing organisation. We require all new

employees to undertake RFS training (and

testing) with refresher training for existing

employees. The Group maintains a strict

management process for exceptions to

documented controls.

NOTABLE DEVELOPMENTS IN 2021

Risk appetite review: During the year, and to

assist with continued organisational alignment,

the Board examined its approach to risk appetite

and further evolved the articulation of its

appetite to risk aligned to the Group’s key risk

areas. While not altering its overall appetite

to risk, the updated Group Risk Appetite

Statement continued to recognise that the

Group operates in markets with good growth

potential, and it is open to pursue ambitious

growth targets and is willing to accept certain

levels of risk to achieve strategic objectives,

subject to relevant risk parameters. However,

the Board’s appetite for risk varies depending

on the risk type.

Risk ownership: Another feature of 2021 was

to validate and confirm risk ownership throughout

the organisation. Each Group risk type is

assigned an owner and the three lines model

is subject to ongoing re-examination to ensure

we deploy resources effectively across the

organisation in managing risk and providing

expertise and assurance for the effective

application of controls and mitigating measures.

We support this further through rigorous

training and a ‘balanced scorecard’ approach

to performance measurement that ensures an

employee’s approach to risk is considered

alongside other performance metrics.

Internal Audit: We highlighted last year the

bolstering of our three-lines model by establishing

an Internal Audit function. Group Internal

Audit provides further assurance on the

effectiveness of governance, risk management

and internal controls, including first and second

line controls. Internal Audit is independent of

management and has a direct reporting line

to the Audit and Risk Committee. The function

provides independent and objective assurance

and advice on the adequacy and effectiveness

of governance and risk management. It has

developed during 2021 and has provided

valuable assurance to several parts of the

Group’s business. We expect the function to

continue to grow and develop.

Investing in our People: During the year we

made further investments in our people, both

through the expansion of the risk and compliance

function across the Group and also in the form

of increased investment in relevant risk and

compliance training for all JTC employees.

JTC PLC BOARD

JTC PLC AUDIT AND RISK COMMITTEE

GROUP RISK COMMITTEE

EACH JURISDICTION

Local risk owners ensure we maintain a rigorous control environment.

Local Risk & Compliance personnel hold regulatory roles and support local risk owners.

Monthly reporting provided to Group Risk & Compliance.

THREE LINES MODEL

GROUP RISK OWNERS – GROUP RISK & COMPLIANCE – GROUP INTERNAL AUDIT

KEY RISK TYPES

LEGAL – FINANCIAL – POLITICAL/REGULATORY

HUMAN RESOURCES – OPERATIONAL –

STRATEGIC – REPUTATIONAL

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

RISK TYPES

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

JTC operates a Risk Register that aims to

categorise its risks across six key (Level 1) risk

types and 18 (Level 2) sub-risks. In reviewing

these categories of risk, we have identified

what we believe are the principal risks.

A principal risk is a risk or combination of risks

we have assessed as having the capacity to

seriously affect the performance, future

prospects or reputation of the Group. These will

include risks we consider could threaten our

business model, future performance, solvency

or liquidity.

In addition, as part of our horizon-scanning

activities we also identify risks that are not

yet considered to be principal risks, but we

identify as emerging risks – those that may,

in time, pose a threat to the Group’s business

model. We have outlined these at the end of

the section, and they include employee

wellbeing, third-party data compromise and

the emerging global threat of climate change.

The Group’s principal risks are periodically

re-examined and reported by the Chief Risk

Officer to the Audit 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.

RISK HEAT MAP

Very unlikely

CriticalLow

Very likelyLIKELIHOOD

IMPACT

Our principal risks are reported gross (before mitigating controls)

STRATEGIC RISK

1 Acquisition

2 Competitor & Client demand

3 Strategy

OPERATIONAL RISK

5 Client & Process

6 Data Security

LEGAL RISK

9 Fiduciary

FINANCIAL

4 Performance of Business

POLITICAL &

REGULATORY RISK

7 Political Regulation

8 Financial Crime

HUMAN RESOURCES RISK

10 Adequate Resources

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

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

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.

During 2021 JTC continued with its inorganic growth in line with business strategy,

acquiring seven businesses of varying scope and scale.

– 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 the volume of

current integrations causes

this risk category to remain

as a principal risk.

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

– Chief Commercial Officer appointed to Group Holdings Board

– 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

– Commercial Enterprise Forum 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

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.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

PRINCIPAL RISKS CONTINUED

PRINCIPAL RISK (RISK OWNER) POTENTIAL CAUSES KEY MITIGATION MEASURES TIMESCALE

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.

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

– 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

Client and process risk

remains a continuous

principal risk for the business.

DATA SECURITY RISK

(Group Chief Information Officer)

The risk of a security breach including cyber-attacks by destructive forces from both

internal and external sources, leading to loss of 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

– 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

Data security risk remains a

continuous principal risk for

the business.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

PRINCIPAL RISKS CONTINUED

PRINCIPAL RISK (RISK OWNER) POTENTIAL CAUSES KEY MITIGATION MEASURES TIMESCALE

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

– 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.

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 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 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 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

Financial crime risk is

expected to remain a

continuous principal

riskforthe business.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

PRINCIPAL RISKS CONTINUED

PRINCIPAL RISK (RISK OWNER) POTENTIAL CAUSES KEY MITIGATION MEASURES TIMESCALE

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.

During the recent pandemic period, JTC has not experienced any material increases

inlitigation.

– 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

of 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.

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.

While the safety and wellbeing of staff remained a priority during 2021, ongoing

activities continued to support attracting and retaining talent within the Group.

An enhanced and more sophisticated HR system was deployed during the year

allowingemployees to self-serve and access a broad range of training materials.

The Group also granted phased share awards worth £20m to its global workforce

aspartof its long-established Shared Ownership programme.

The Group made several key appointments during the year, using technology and

remote-interviewing as required. JTC continues to focus on 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.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

EMERGING RISKS

As a standard and continual procedure, we

identify risks that we do not yet consider to

be principal risks, but that we identify as

emerging risks that may, in time, pose a threat

to the Group’s business model.

As predicted in last year’s Annual Report, the

evolution of the global regulatory landscape

continues to emerge as a risk. While we already

manage this as a principal risk, increased

regulatory scrutiny and intervention are a

continuing feature being experienced in many

of the markets where we are regulated. During the

year we have witnessed the detrimental impact

of jurisdictions being identified as requiring

‘increased monitoring’ by international standard

setters, and regulators, who themselves are also

subject to inspection by international assessors,

continuing to gain increased powers and impose

fines and sanctions on regulated firms regarded

as non-compliant. JTC Group seeks to operate

to the highest regulatory standards, but an

increasing cost of compliance is an inevitable

feature of this trend.

Employee wellbeing is an area of continued

focus. We are proud of the resilience we have

demonstrated during a sustained period of

disruption to the working environment as a

consequence of the pandemic. While we

continue to maintain a stable workforce, and

have embraced many of the positive aspects

of remote working, we remain alert to some

of the emerging trends affecting the global

workforce. This includes how employees regard

their work-life balance, potentially affecting

retention levels, and affects mental health and

wellbeing. We recognise that mental health-

related absence can be more costly for an

organisation than absence from physical illness

or injury, and therefore keep this area under

continuous review.

Third-party data compromise is already a

principal risk we manage, but the threat is

constantly evolving as lawbreakers seek to

gain from advances in technology and system

vulnerabilities. All businesses operate in an

inter-connected environment and therefore

we remain alert to fact that, notwithstanding

the strength of our own cyber defences, third

parties such as clients and suppliers remain

vulnerable, and this could have secondary-level

impacts on our business operations. This is an

area of increased focus and attention.

Climate change is widely identified as a global

emerging threat. We aim to minimise the

environmental impact of our operations and

are proud to have become carbon neutral in

2021. Investors are increasingly interested in

an organisation’s approach to environmental,

social and governance (ESG) factors and this

is also influencing client behaviour. Initiatives to

combat climate change may have some limited

impact on our operations and, indeed, a focus

upon the ESG agenda offers business opportunities

for the Group. We are developing our own ESG

services and therefore an understanding of

the risks is of value to our clients as well as

our own business. The pandemic, in particular,

has intensified discussions on the interconnectedness

of sustainability and the financial system,

andare already experiencing increased investor

andclientdemands as well as regulation

providing secondary-level impacts. This is an

area where we will continue to be vigilant.

“ The evolution of the global regulatory

landscapecontinues to emerge as a risk.”

PRINCIPAL RISKS CONTINUED

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ASSESSMENT OF PROSPECTS

The Group’s business model and strategy are

central to an understanding of its prospects,

and details can be found on page 11. The nature

of the Group’s activities are long term and the

business model is open ended. The Group’s

current overall strategy has been in place for

several years, subject to the ongoing monitoring

and development described below.

The Board continues to take a conservative

approach to the Group’s strategy in the core

business and the focus is largely on operational

efficiency and cost control.

Decisions relating to major new projects and

investments are made with a low appetite for

risk and are subject to an escalating system

of approvals, including short payback periods.

Similar controls are in place relation to major

new customer contracts.

The Group is well diversified with its two

Divisions and three business lines with revenues

deriving from multiple jurisdictions and clients.

The Board continuously considers the changes

in the risk profile of the Group and ensures

that a thorough risk assessment is made when

making any investment decisions.

VIABILITY STATEMENT

The key factors that support the Group’s future

prospects as well as its resilience are:

– Highly visible recurring revenue

andstrong cash conversion;

– Diversified across clients, services

andgeographies;

– Well-invested scalable global platform;

– Experienced and entrepreneurial

management team; and

– Proven track record of M&A and integration.

THE ASSESSMENT PROCESS

ANDKEYASSUMPTIONS

The Group’s prospects are assessed primarily

through its strategic planning process. This process

includes an annual review of the ongoing plan,

led by the CEO and the Group Holdings Board

which ensures that all relevant functions are

involved. The Board participates fully in the

annual process. Part of the Board’s role is to

consider whether the plan continues to take

appropriate account of the external environment,

including macroeconomic, political, social,

technological, legal and regulatory changes.

The business has been in existence for 34 years

and has grown every year. It has long term

customer relationship that typically last more

than ten years. In 2021 it made two large

acquisitions of businesses with average customer

contracts which last more than 30 years.

Within the current five year business plan the

business focuses on strategic objectives and

these are supported by a detailed financial model

for the next three years. As a result management

believe that it is appropriate to base the Viability

Statement on the three year period.

Detailed financial forecasts have been prepared

for the three year period to 31 December 2024,

and therefore two years and nine months

remain at the time of approval of this year’s

Annual Report. The first year of the financial

forecasts is derived from the Group’s operating

budget and is subject to regular review

throughout the year. The second and third

years are completed with a reasonable level

of detail, and are flexed based on the actual

results in year one.

The key assumptions in the financial forecasts,

reflecting the overall strategy, include:

– Annual organic growth of 8 – 10% year

on year;

– Target margin of 33 – 38% for the Group

as a whole;

– No change to the current dividend policy

– Consistent business model; and

– No material change to capital structure.

ASSESSMENT OF VIABILITY

Whilst the Group’s detailed financial forecasts

are based on the Directors’ expectations for

the period of viability, the Group has also

assessed the financial impact and the impact

on our loan covenants in relation to the Group’s

Principal Risks, which are set out on pages 45

and 46. A number of other aspects of the

principal risks – because of their nature or

potential impact – could also threaten the

Group’s ability to continue in business in its

current form if they were to occur. This was

considered as part of the assessment of the

Group’s viability, as explained below.

The viability statement evaluates the

following risks:

– Lower revenues and higher costs resulting

from a change in economic outlook that

leads to (i) a higher cost to service clients

and (ii) a reduction in revenues due to

depressed market activity;

– All acquisitions failing to achieve

intendedobjectives;

– Adverse foreign exchange movements

and interest rate increases; and

– A regulatory, cyber or fiduciary incident

resulting in significant one-off costs

during the period.

The Group’s assessment considered all of the

above risks occurring at the same time. Based on

this assessment, the Directors have a reasonable

expectation that the Group will be able to

continue in operation and meet its liabilities

as they fall due over the three year period

ending 31 December 2024. In making this

statement the Directors have considered the

current financial position of the Group and

the resilience of the Group in the event of this

severe but plausible scenario. The modelling

of these risks has taken into account the

principal risks and their impact on the business

model, future performance, solvency and

liquidity over the period.

There are a number of mitigating actions

available to the Board in the event of any of

the risks materialising, such as reducing

dividends, employee incentives, marketing,

business and technology development spend,

which have not been included in the assessment.

GOING CONCERN BASIS

The Directors also considered it appropriate to

prepare the consolidated financial statements

on the going concern basis, as explained in

theBasis of Preparation paragraph in note2tothe

consolidated financial statements on page 106.

VIABILITY STATEMENT

Based on their assessment of prospects and

viability above, the Directors confirm that they

have a reasonable expectation that the Group

will be able to continue in operation and meet

its liabilities as they fall due over the three

year period ending 31 December 2024.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

52 CHAIRMAN’S INTRODUCTION

53 BOARD OF DIRECTORS

55 GOVERNANCE AT A GLANCE

56 ACTIVITIES OF THE BOARD

57 STAKEHOLDER ENGAGEMENT

59 NOMINATION COMMITTEE REPORT

63 BOARD EVALUATION

64 AUDIT AND RISK COMMITTEE REPORT

67 REMUNERATION COMMITTEE REPORT

88 REMUNERATION POLICY

93 DIRECTORS’ REPORT

96 DIRECTORS’ RESPONSIBILITY STATEMENT

Governance

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

CHAIRMAN’S INTRODUCTION

UK CORPORATE GOVERNANCE CODE

The UK Corporate Governance Code 2018

(the “Code”) which is available to view on

the Financial Reporting Council’s website

is the standard against which we measured

ourselves in 2021. The Board confirms that

we complied with all of the provisions set

out in the Code for the period under review.

Details on how we have applied the principles

set out in the Code and how governance

operates at JTC have been summarised

throughout the Directors’ Report.

Our full Corporate Governance Statement

outlining is available on www.jtcgroup.com/

investorrelations

Leading with

purpose

MIKE LISTON, OBE

NON-EXECUTIVE CHAIRMAN

PURPOSE & CULTURE

Reflecting on the past year I believe there has

never been such relevance for JTC’s corporate

purpose and the deeply embedded Shared

Ownership culture which supports it.

Governments across the globe have turned to

the markets to mobilise an unprecedented

flow of capital to stimulate economic and

social recovery from the pandemic and to fund

new energy infrastructure to meet the twin

threats of energy insecurity and climate change.

These tangible imperatives give new meaning

to the concept of ‘connecting capital for good’

and they reinforce the culture of togetherness

and alignment which has underpinned the

extraordinary performance of our people

throughout several global crises.

Our business has increasingly enabled cross-

border capital flows, as international clients

responded to the new opportunities that

emerged from globalisation. However, in a

new world which rightly demands that business

plays a role in society that is measured by

more than just commercial success, our purpose

now extends far beyond providing sophisticated

professional services, to include wider support

for the environmental, social and governance

performance of assets created by the

intermediation of capital flows. This global

change applies not only to the transacting

parties, but to other stakeholders such as the

capital markets, regulators, governments and

the communities they serve. JTC operates in

over 20 jurisdictions, all of which interconnect

to generate positive macroeconomic impacts

from the assets administered in these jurisdictions,

which in turn support GDP and employment

in many countries.

INDUSTRY CONSOLIDATION

The complexity of facilitating cross-border

business amidst a plethora of regulatory regimes

has led in recent years to the need for immense

specialisation and expertise in our industry.

At the same time client demand for multi-

jurisdictional, multi-disciplinary services has

soared. This, together with acquisition activity

by Private Equity players is driving rapid

consolidation in what remains a fragmented

sector with several thousand participants

globally. Our relatively unique position as a

public company has enabled us to act on the

resulting opportunities to supplement our

strong organic growth, with seven acquisitions

during the year. Through our well-established

compounding strategy that marries organic

growth to disciplined acquisitions and a

relentless commitment to operational excellence,

we aim within our current multi-year business

plan, the Galaxy era, to double again the size

of JTC group in a timescale similar to that

which we achieved following our IPO in 2018.

The excellent progress made in 2021, the first

year of the Galaxy era, affords us the comfort

of maintaining discipline as we continue to

assess a strong pipeline of opportunities

forboththe right cultural and strategic fit

from acquisitions.

As pleasing as it is to see the inherent value

of our industry recognised in high levels of

market M&A, your Board remains committed

to the long term and, in particular, the

preservation of the unique culture which has

served the company, its employees and

shareholders so well for so long. That culture

has benefitted from evolution during the

company’s journey from private to public

ownership and makes JTC not only an agile,

entrepreneurial business but also a good

corporate citizen, service provider and employer.

Moreover, an all-employee shared-ownership

model supports an “owners mindset” throughout

the company, which in turn attracts like-minded

individuals in the intense competition for talent

and acquisitions.

With every single permanent employee an

owner of the Company, our people have

continued to deliver record business performance

since IPO, unimpaired by the disruptions of

the pandemic and employee retention

performance remains sector-leading. It was

fitting therefore that they shared a £20m

award of JTC shares under the Employee

Incentive Plan in its first distribution in the

listed era.

Exceptional human talent is essential to delivery

in our people-centric professional services

business and so too is the organisation of that

talent. Our balanced and diversified business

model unifies resources in an industry otherwise

fragmented around the specialist markets of

Funds, Corporate and Private Client Services.

Recent convergence in the sophistication

required to serve these markets is providing

substantial benefits during our expansion as

we serve all these markets from a single

platform of talent, technology, infrastructure

and other resources

GOVERNANCE

Your Board confirms that it complied with all

the provisions set out in the UK Corporate

Governance Code during the reporting period.

In addition, we commissioned an independent,

expert review of the Board’s effectiveness and

whilst I believe all stakeholders will be reassured

by the review’s findings, we remain committed

to do even better. Full details of the review can

be found in the Nominations Committee Report

and further insight into our governance regime

can be found in the accompanying reports of

the Audit and Risk and Remuneration committees.

Having always aspired to promote being the

best business we can be holistically, we are

greatly encouraged by the rapid rise of ESG

as a governance imperative for businesses.

JTC is inherently a governance business and

our Shared Ownership culture is a 24 year long

commitment to social equality and success

achieved through meritocracy. In the

environmental sphere, our long experience of

administering renewable energy funds is one

example of the knowledge and skills that equip

us well to amplify social impact far beyond

our own pursuit of net zero carbon status. I am

pleased to confirm that JTC is now Carbon

Neutral+ and reporting under TCFD in addition

to the SASB reporting we introduced in 2020.

Since year-end we have created the role of

Chief Sustainability Officer, which will be

performed by Wendy Holley in addition to her

role as Group Chief Operating Officer. With her

decades of industry experience and expertise

in all operational areas of the Group, she is

ideally placed to drive our ESG strategies into

the fabric of the business, ensuring that our

ESG goals are not only embedded in our

everyday activities but also prioritised in our

business strategy to capture the substantial

commercial opportunities in front of us.

Our acquisition this year of Indos Financial

gives us an enhanced ability to provide clients

with a range of ESG services, including oversight

and assurance of regulatory compliance.

Implementation of the Group’s Executive

succession plan has continued to progress along

the established evolutionary path, with the

latest milestone being an expansion of duties

for Iain Johns and Jon Jennings, the incumbent

Heads of our PCS and ICS Divisions. Iain and

Jon will now broaden their spans of control by

taking on additional responsibilities in the roles

of Group Managing Director and Deputy Group

Managing Director respectively. They will further

progress their development in the Company by

working closely with Nigel as Group CEO and

also the Group Operations teams. The focus of

their expanded roles will be the implementation

of strategies that drive growth, develop JTC’s

global platform and support and nurture our

Shared Ownership culture.

Development and succession planning for non-

executive directors also progressed with an

independent search and evaluation process

which has yielded strong candidates, resulting

in the appointment of Kate Beauchamp to the

Board in March 2022, adding valuable new skills

and experience and strengthening independent

oversight in a number of key areas.

AGM

Our AGM provides investors with a valuable

opportunity to communicate with us.

In recognition of this the Board is seeking

Shareholders’ authority to permit combined

physical and electronic general meetings to

be convened in the future. This will enable us

to explore opportunities to remove barriers

to participation and engage with Shareholders

unable to attend general meetings in person,

while reducing the environmental impact of

our meetings.

MIKE LISTON OBE

NON-EXECUTIVE CHAIRMAN

14 April 2022

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

Board of Directors

Values and leadership

MIKE LISTON, OBE (70)

NON-EXECUTIVE CHAIRMAN

NIGEL LE QUESNE (61)

CHIEF EXECUTIVE OFFICER

MARTIN FOTHERINGHAM (57)

CHIEF FINANCIAL OFFICER

WENDY HOLLEY (55)

CHIEF OPERATING OFFICER

APPOINTMENT

TOBOARD

8 March 2018 12 January 2018 (joined the Group in 1991) 12 January 2018 (joined the Group in 2015) 19 July 2019 joined the Group in 2008)

COMMITTEE

MEMBERSHIP

Nomination

Remuneration

Not applicable. Not applicable. Not applicable.

QUALIFICATIONS Fellow of the Royal Academy of Engineering and

theInstitution of Engineering and Technology

Fellow of the Chartered Governance Institute Chartered Accountant Chartered FCIPD, MIAB

EXPERIENCE Extensive experience across public and private sector

businesses. Chief Executive of Jersey Electricity plc

between 1993 and 2008, subsequently holding a

number of Non-Executive roles.

Key figure in the development of JTC over the last

29years with extensive trust, fund and corporate

administration experience.

Extensive management and corporate finance experience. Over 25 years’ experience in financial services

operations and HR.

RELEVANT SKILLS Broad range of experience at Board level, including

eight years’ relevant industry experience.

Extensive experience in leadership and management.

Commercial, strategic, communication and investor

relations skills.

Experience of financial markets and fund management.

Strong financial analysis skills.

Extensive experience in financial management

andreporting.

Broad range of management experience.

Broad range of management, project and business

integration experience.

EXTERNAL

APPOINTMENTS

Non-Executive Director and Chair of the Remuneration

Committee and a member of the Audit & Risk

Committee of Foresight Group Holdings PLC.

Not applicable. Not applicable. Not applicable.

DIRECTOR EFFECTIVENESS

The Board meets regularly during the year as

well as on an ad hoc basis, as required by

business needs. The Board met formally 8times

during the year and member attendance for

each meeting held during the year is shown

in the table opposite.

MEETING ATTENDANCE

The following table shows the attendance of

Directors at scheduled Board and ad hoc Board

meetings during the year.

* Kate Beauchamp was appointed to the Board

post the reporting period on 24 March 2022.

Member Mike Liston Nigel Le Quesne Martin Fotheringham Dermot Mathias Michael Gray Erika Schraner Wendy Holley

Member since March 2018 January 2018 January 2018 March 2018 March 2018 November 2019 July 2019

Maximum no. of meetings 8 8 8 8 8 8 8

No. of meetings attended 8 8 8 8 8 8 8

% of meetings attended 100% 100% 100% 100% 100% 100% 100%

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

BOARD OF DIRECTORS VALUES AND LEADERSHIP CONTINUED

DERMOT MATHIAS (72)

SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR

MICHAEL GRAY (56)

INDEPENDENT NON-EXECUTIVE DIRECTOR

ERIKA SCHRANER (54)

INDEPENDENT NON-EXECUTIVE DIRECTOR

KATE BEAUCHAMP (47)*

INDEPENDENT NON-EXECUTIVE DIRECTOR

APPOINTMENT

TOBOARD

8 March 2018 8 March 2018 18 November 2019 24 March 2022

COMMITTEE

MEMBERSHIP

Nomination

Audit and Risk (Chair)

Remuneration

Nomination

Audit and Risk

Remuneration (Chair)

Nomination (Chair)

Audit and Risk

Remuneration

Nomination

Audit and Risk

Remuneration

QUALIFICATIONS Chartered Accountant. FCIBS, AMCT, Dip IoD. PhD in Management Science &Engineering. LLB (Hons).

EXPERIENCE Extensive management, corporate finance

andNEDexperience.

20 years’ senior management, financial and

capitalraising expertise and relevant experience.

Executive at IBM Corp. and Symantec Corp. Partner

and Americas Operational Transaction Services leader

(Tech Sector) at Ernst & Young (US). Partner, UK M&A

Integration Leader & TMT M&A Advisory/Delivering

Deal Value Leader at PwC LLP, London.

Qualified lawyer with more than 20 years’

experience in both private and commercial

practiceand in the provision of corporate and

legaladvisory services in both the UK and USA

RELEVANT SKILLS Strong financial skills.

Extensive experience in leadership and management.

Communication and management skills.

Extensive experience in the banking sector.

Extensive information technology and M&A experience. Strong risk management skills.

Extensive corporate governance, M&A contract

negotiation and commercial litigation experience.

EXTERNAL

APPOINTMENTS

Formerly Non-Executive Director and Chairman of

the Audit Committee of Shaftesbury PLC (retired

25 February 2021 having served over eight years

onthe Board). Governor of Activate Learning.

Non-Executive Director Jersey Finance Limited.

Non-Executive Director & member of the Audit

Committee GCP Infrastructure Investments Limited.

Non-Executive Director EPESpecial Opportunities

Limited. Non-Executive Director abrdn Latin Income

Fund Limited.

Non-Executive Director, Chair of the Audit

Committee and member of the Remuneration and

Nomination Committees Aferian plc. Non-Executive

Director Pod Point Group Holdings plc. Non-

Executive Director Bytes Technology Group Plc.

Not applicable.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

GOVERNANCE AT A GLANCE

BOARD OF DIRECTORS

JTC PLC

INTERNAL AUDIT

CHIEF EXECUTIVE OFFICER

REGULATED SUBSIDIARIES’ BOARDS

THE LIST OF REGULATED OR AUTHORISED SUBSIDIARIES

MAY BE VIEWED AT JTCGROUP.COM/LEGAL-AND-REGULATORY

REMUNERATION

COMMITTEE

AUDIT AND RISK

COMMITTEE

GROUP

REMUNERATION

BANKING AND

TREASURY

GROUP AND RISK

COMPLIANCE

INVESTMENT

COMMITTEE

GROUP

DEVELOPMENT

COMMITTEE

PCS EXECUTIVE

COMMITTEE

ICS EXECUTIVE

COMMITTEE

BOARD OF DIRECTORS

OF JTC GROUP HOLDINGS

LIMITED

BOARD GOVERNANCE FRAMEWORK

NOMINATION

COMMITTEE

2021 HIGHLIGHTS

CHAIRMAN

– Leads & responsible for Board effectiveness

– Sets Board agendas in consultation with CEO,

CFOandCompanySecretary.

– Scrutinises the performance of the Executives & oversee

theannualBoard Effectiveness programme.

– Facilitates contributions from all Directors and ensures

effectiverelationships.

– Ensures the views of all stakeholders are understood

&consideredappropriately in decision making.

CEO

– Represents all stakeholders, including employees, clients,

regulatorsand investors.

– Develops and implements strategy, as approved by the Board

– Sets the cultural tone of the organisation.

– Facilitates an effective link between the business and the Board.

– Responsible for overall delivery of commercial objectives oftheGroup.

– The CEO’s Review can be found on pages 4 to 7.

CFO

– Manages the Group’s financial affairs.

– Supports the CEO in the implementation & achievement

oftheGroup’s strategic objectives.

– The CFO’s Review can be found on pages 12 to 16.

SID

– Acts as a NED

– Supports the Chairman in the delivery of his objectives.

– Acts as an alternative contact for shareholders.

– Leads the appraisal of the Chairman’s performance with the NEDs.

– Undertakes a key role in succession planning for the Board, together

with the Board Committees, Chairman and NEDs.

NEDS

– Monitor the delivery of strategy within the risk & control

frameworkset by the Board.

– Ensure internal controls are robust & that the external Audit

isundertaken properly.

– Engage with internal & external stakeholders and feedback

insightstothe Board.

– Constructively challenge & assist in the development of strategy.

– Play a key role in succession planning for the Board.

COO

– Develops & implements operational strategy.

– Leads & supports post-acquisition integration team.

– Responsible for ‘people’, culture & remuneration.

COMPANY SECRETARY

– Ensures appropriate information flows to the Board.

– Advises and keeps the Board updated on legal & regulatory

requirements & best-practice corporate governance.

– Facilitates newly appointed Directors’ inductions, tailored

individualrequirements.

– Ensures compliance with Board procedures & provides support

totheChairman.

BOARD SKILLS & DIVERSITY

Pages 53 and 54

BOARD EFFECTIVENESS

Page 63

BOARD AND COMMITTEE

OVERSIGHT

Pages 52, 55 and 56

INDEPENDENCE

Pages 53, 54 and 55

SHAREHOLDER ENGAGEMENT

Page 57

PAY-FOR-PERFORMANCE

Page 72

AUDIT, RISK AND INTERNAL

CONTROLS

Pages 42 to 49 and 64 to 66

PROMOTION OF

CORPORATECULTURE

Pages 28 to 34

ESG 28 to 34

Our full Corporate Governance

Statement is available on:

www.jtcgroup.com/investorrelations

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ACTIVITIES OF THE BOARD

BOARD ACTIVITIES DURING 2021

The Board meets regularly during the year as

well as on an ad hoc basis, as required by

business needs.

The Board met formally eight times during

the year and attendance is shown in the table

on page 53.

Board activities are structured to help the

Board achieve its goals and to provide support

and advice to the executive management team

on the delivery of Group strategy within a

robust governance framework.

Meetings between the Chairman and Non-

Executive Directors, both with and without

the presence of the Group CEO, are scheduled

in the Board’s annual programme. During the

year, the Non-Executive Directors met on

several occasions without the presence of the

executives. These meetings were encouraged

by the Chairman and provide the Non-Executive

Directors with a forum in which to share

experiences and to discuss wider business

topics, fostering debate in Board and committee

meetings and strengthening working relationships.

In addition to routine financial and operating

reports and updates, the Board spends time

debating and formulating Group strategy and

reviewing its performance. Throughout the

year, the Board received presentations from

colleagues across the Group and regularly

reviewed the periodic financial results, market

consensus, operational updates, merger and

acquisition opportunities, capital expenditure

and other matters.

The Board has a formal schedule of matters

reserved for its decision as follows:

– values, culture and stakeholders

– purpose, strategy and management

– Board membership and other

appointments

– financial and other reporting and controls

– audit, risk and internal controls

– contracts and capital structure

– communication

– remuneration

– delegation of authority

– corporate governance and other matters

Board activities are structured to help the

Board achieve its goals and to provide support

and advice to the executive management team

on the delivery of Group strategy within a

robust governance framework.

The following is a summary of the key matters

considered by the Board throughout the year:

JANUARY

– CEO update call with NEDs

– CEO one-to-one call with Chairman

– Trading update

FEBRUARY

– Board meeting

– Internal Audit framework

– Acquisition opportunities & approval

– Executive remuneration outcomes

MARCH

– CEO update call with NEDs

– CEO one-to-one call with Chairman

APRIL

– Board meeting

– 2020 Annual Results

– Acquisition opportunities & approval

– Placing of new Ordinary Shares

– Executive conditional PSP awards

MAY

– Board meeting

– Operational systems (Blueprint) review

– AGM

– Executive remuneration 2021

JUNE

– CEO update call with NEDs

– CEO one-to-one call with Chairman

JULY

– Board meeting

– EIP share award

– Group remuneration review

– Trading update

– Acquisition opportunities & approval

– Group Risk Appetite & framework

AUGUST

– CEO update call with NEDs

– CEO one-to-one call with Chairman

SEPTEMBER

– Board meetings

– Acquisition opportunities & funding

approval

– Group re-financing

– Approval 2021 Interim Results

– Directors Remuneration Policy review

OCTOBER

– Placing of new Ordinary Shares

– CEO update call with NEDs

– CEO one-to-one call with Chairman

NOVEMBER

– Board meeting

– Board composition &

proposedNEDappointment

– ESG & appointment of CSO

– Executive remuneration 2021

DECEMBER

– CEO update call with NEDs

– CEO one-to-one call with Chairman

SECTION 172(1) STATEMENT

JTC is incorporated in Jersey under the

Companies (Jersey) Law 1991 (as amended)

which does not have a statutory equivalent

to section 172 of the Companies Act 2006

(the UK Act). However, in accordance with

Provision 5 of the 2018 Code, the Directors

have undertaken to describe in the annual

report how their interests and the matters

set out in section 172 have been considered

in board discussions and decision-making.

Section 172(1) requires a director of a

company to act in a way they consider, in

good faith, would most likely promote the

success of the company for the benefit of

its members as a whole, and in doing so,

have regard, amongst other matters, to:

– the likely consequences of any

decision inthe long-term;

– the interests of the company’s

employees;

– the need to foster the Company’s

business relationships with suppliers,

customers and others;

– the impact of the Company’s

operations on the community and

the environment;

– the desirability of the Company

maintaining a reputation for high

standards of business conduct; and

– the need to act fairly as between

members of the Company.

Set out on page 57 are some examples

ofhow the Directors have had regard to

the matters set out in section 172(1)(a)-(f)

and the effect on certain decisions made

by the Directors.

BOARD PRIORITIES FOR 2022

– Strategy and innovation

– Risk and sustainability

– Culture and talent oversight

– Dynamic Governance

– M&A integration

– Stakeholder engagement

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

STAKEHOLDER ENGAGEMENT

WHY IT IS IMPORTANT TO ENGAGE HOW WE ENGAGE KEY INTERESTS OUTCOME OF ENGAGEMENT

CLIENTS

– Ambassador and Star

Ratingsprogrammes

– 2,805 social media posts

– 121 e-comms

– 104 thought leadership articles

– 80 press releases

– 17 direct marketing campaigns

Clients are the lifeblood of the business. The nature

of our service offering means that we nurture and

value long-term relationships, partnering with our

clients to help them grow and achieve their aims.

Client relationships typically last at least five years,

with many lasting well over a decade and can even

be multi-generational.

The Group Heads of ICS and PCS keep the Board

informed of new and evolving trends and the

requirements of our client base.

Client feedback through JTC’s Ambassador and Star

Ratings programmes is used to drive continuous

improvement in service quality, key processes and

overall performance.

Our aim is to provide our clients with value added

and competitive solutions tailored to their present

and future needs.

By taking an entrepreneurial approach and delivering

a first class service with a can-do attitude, we are

able to retain and support our clients in a way that

adds value and is mutually beneficial.

EMPLOYEES

– ‘Shared Ownership’ programme

– Comms Champions forum

– 338 ‘JTC Joogle’ articles

– 300 employee appreciation cards sent

– 29 employee events & competitions

– 25 CEO update e-comms

– 12 virtual birthday breakfasts

Our people are our most valuable asset and sit atthe

heart of the business. They hold the talent, expertise

and energy to meet and exceed our clients’ expectations

and help the Group achieve its long-term goals.

The Board receives regular people strategy updates

from the COO, including details of our employee

engagement activities, updates on diversity, inclusion

and equity initiatives, measurement and performance,

learning and development (JTC Academy), employee

wellness (JTC Wellbeing), employee mobility (JTC

Gateway) and succession planning.

Our engagement is supported by three constantly

evolving programmes. JTC Academy for learning

and development, JTC Gateway for global mobility

opportunities and JTC Wellbeing for physical,

emotional and mental good health. All of these

aresupported and underpinned by our Shared

Ownership programmes.

Through our Shared Ownership culture and Guiding

Principles we aim to help every member of the team

maximise their individual potential, enjoy a balanced

life and have the opportunity to share directly in the

long-term growth and success of JTC.

INTERMEDIARIES

– 3,626 meetings

– 2,805 social media posts

– 86 conferences & events

– 44 videos produced

– 24 webinars

– 121 e-comms

As an independent professional services firm, we

are able to offer best-in-class services to the clients

of intermediary partners that are complementary

to their own services. We seek to form long-term

relationships with intermediaries, working to achieve

mutually beneficial commercial growth.

The Board is kept informed of intermediary partners

initiatives through the Executive Committees of both

Divisions, withsupport from the Chief Commercial

Officer, Chief Communications Officer and business

developmentteams.

We proactively develop, manage and monitor

relationships with our intermediary partners, focusing

on relationships and complementary services and

using technology, such as Salesforce CRM, to make

our engagement as efficient as possible.

By working with a range of high quality intermediaries

we are able to grow the business organically, especially

in terms of winning new clients and also offer our

clients access to a wide range of ancillary services

from top-class providers.

Understanding the views and values of all

our stakeholders is critical to JTC’s success

and we use a range of tools to foster an

open dialogue with all of them.

Stakeholder engagement in the Group is

overseen by the Board and material engagements

are reported to the Board at each meeting.

Interactions with stakeholders take place on

both a formal and informal basis, are ongoing

and conducted by the functions directly aligned

with the stakeholder group. For example,

employee engagements are mainly coordinated

by the senior management team and engagements

with clients include administration and

operational staff.

For each matter that comes before the Board,

the Board considers the likely consequences

of any decision in the long-term, identifies

stakeholders who may be affected, and carefully

considers their interests and any potential

impact as part of the decision-making process.

We openly communicate the reasons for our

decisions so stakeholders can understand what

we have done and how their feedback has been

considered. Some of our information will be

technical in nature, but we aim to communicate

in ways that make it accessible for different

audiences while still providing sufficient detail.

With stakeholder trust being a vital ingredient

for sustainable long-term growth the Board

is committed to maintaining engagement

mechanisms that are working well and to find

better ways to reach those where our opportunity

for engagement is currently limited.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

WHY IT IS IMPORTANT TO ENGAGE HOW WE ENGAGE KEY INTERESTS OUTCOME OF ENGAGEMENT

REGULATORS AND

GOVERNMENT BODIES

– 21 Regulatory Relationships

– 20 Regulatory/Governmental

Reviewmeetings

– 2 Onsite Regulatory Examinations

– 20 Industry Association memberships

Governments and regulators, at national, regional

and local levels, draft, implement and uphold

legislation, rules and regulations, and set the

framework within which we operate.

JTC has a global footprint and currently operates

30 offices in 20 different jurisdictions and we market

our services in many more countries. The long-term

success of our business is enhanced through

engagement with relevant government bodies,

including promotional bodies for the financial services

sector, as well as bodies that relate to employment,

environmental, social and governance matters.

The Chief Risk Officer and Company Secretary, and

other subject matter experts regularly update the

Board on matters affecting the Group as a result of

actions being taken by regional and national government

bodies and agencies which implement and enforce

laws and regulations.

We engage directly through membership of government

trade bodies as well as contributing both time,

expertise and experience to groups such as policy

working parties. We also directly contribute to

thepublic finances of the countries where we

operateby ensuring timely payment of our relevant

tax liabilities.

We take a disciplined, timely and proactive approach

in monitoring regulatory updates and responding

to any regulatory requests and requirements. We work

closely and transparently with regulators as

circumstances dictate, including on convened working

parties and through local professional associations.

By forming appropriate and engaged relationships

with our regulators we are able to offer an even

better and more informed service to our clients,

mitigating risk by ensuring compliance with all

relevant standards, regulations and laws.

By engaging directly with government bodies we are

able to contribute to the countries and markets

where we operate and positively represent the

interests of JTC and its clients. We take a long-term

partnership approach and respect the value and

opportunity that comes from participating in each

market where we do business.

SHAREHOLDERS

– Full year and interim results

presentations and roadshows

– 125+ meeting with holders

andnonholders

– Met with 100% of top 20

institutionalholders

– 58 new holders added to share register

– 2 successful equity fundraises

Shareholders are the companies, financial institutions

and individuals that hold a stake in the Company,

including employees, who are a key group of

shareholders in the Group.

They are entitled to receive dividends and to vote

at shareholder meetings on certain matters, including

the election of the Company’s Directors.

We regularly meet with institutional investors and

analysts through our results roadshows and selected

industry conferences. The Board attends the Company’s

AGM, where Directors are available to answer

questions. The Company also provides regular financial

reports and other adhoc information, which is

maintained on our website: jtcgroup.com/investor-

relations/

Shareholders, and particularly institutional investors,

are constantly evaluating their holdings in the

Company and whether to buy, hold or sell shares.

We provide insightful information about the Company’s

strategy, projects and performance to assist them

in their assessment of the Company.

We pay special attention to how we communicate

with shareholders, maintaining fluent and transparent

dialogue with them in order to ensure that they are

treated well and informed of all relevant information.

CHARITIES AND COMMUNITIES

– £187,500 in charitable donations

– 225 hours of employee time donated

to Maximising Potential initiative

– 120+ fundraising events

– 115+ charities supported

– 30 JTC offices engaged

The jurisdictions and countries where we operate

are more than just the homes of our clients, they

are the homes of our employees, their families and

their communities. Engaging with charities around

the world, and in particular in the markets where

our operations are most substantial, is an important

way of giving back to those communities.

We take an employee-led approach to charitable

giving and seek to get involved with both international

and local organisations that benefit the people and

communities where we work. We also recognise the

value of our client and intermediary relationships

and where appropriate seek to support their charitable

endeavours also.

Engaging with a range of organisations in the third

sector, with a particular focus on education and

wellbeing, helps to guide our programmes and our

impact on the environment and society in the

jurisdictions and countries where we operate.

Engaging directly with charities, both as JTC and

where relevant on behalf of our clients, allows us

tosupport the communities where we operate

andmake a difference to people’s lives. We believe

in maximising the potential of the individual and

thisprovides a focus for our charitable engagement

and giving.

STAKEHOLDER ENGAGEMENT CONTINUED

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

CORPORATE GOVERNANCE

Nomination

Committee Report

ERIKA SCHRANER

INDEPENDENT NON-EXECUTIVE DIRECTOR

MEMBERSHIP OF THE COMMITTEE

The Committee consists of five independent

non-executive directors including Kate

Beauchamp who joined on 24 March 2022.

I am chair of the Committee with the Group

Company Secretary acting as secretary to the

Committee. Other Board members are invited

to attend the Committee meetings where there

is no conflict of interest. Information on the

significant professional expertise that each

Committee member brings can be found in their

professional biographies on pages 53 and 54.

The table below shows membership and

attendance. In addition to the scheduled

meetings, members discuss Committee business

at other times during the year during formal

Board meetings and at the Directors regular

informal calls with the Executives.

COMMITTEE MEMBERS

Erika Schraner

Independent Non-Executive Director

Mike Liston

Non-Executive Chairman

Dermot Mathias

Senior Independent Non-Executive Director

Michael Gray

Independent Non-Executive Director

Kate Beauchamp*

Independent Non-Executive Director

(appointed 24 March 2022)

“ We are committed to continuing to evolve diversity of

theBoard and the executive team, whilst ensuring that

thecomposition at both levels supports the Company

inachieving its strategic plans.”

DEAR SHAREHOLDER,

On behalf of the Committee, I am pleased to present

our Report for the year ended 31 December 2021.

It sets out how we fulfilled our duties under the

Committee Terms of Reference and the Code and

relevant legislation.

The Committee works to ensure that the Board maintains

an appropriate balance of skills, knowledge and

experience to deliver the Group’s short-term and

long-term success. I would like to thank the members

of the Committee, the other Board members and our

external advisor, Loudwater Advisory Services for their

support during the year.

ROLE AND RESPONSIBILITIES

Our Committee works to regularly evaluate the balance

of skills, knowledge, experience and diversity of the

Board and its committees, and to make recommendations

for changes, mindful of the need for orderly succession

of the Board. As such, we identify and propose new

appointments of Executive or Non-Executive Directors,

or reappointment of these if their term of office expires.

Our scope can be summarised into four elements:

– Board Composition: regularly review the

structure, size and composition (including the

skills, knowledge, experience and diversity) of the

Board and make recommendations to the Board

with regard to any changes;

– Succession: drive succession planning for

directors and other senior executives taking into

account the challenges and opportunities facing

the company, and the skills and expertise needed

on the Board in the future;

– Talent management: oversee the development

ofa diverse and inclusive succession pipeline

– Evaluation: periodically review the format

oftheBoard Committee and Directors’

performance evaluation programme to

ensurethat feedback is actioned.

The Committee’s written Terms of Reference are

available on our website. We are satisfied that they

reflect our roles and responsibilities in line with the

Code and associated regulations.

COMMITTEE MEETINGS IN 2021

The Committee met formally twice during the year. Attendance by the Committee members

at these meetings is shown below:

* Kate Beauchamp was appointed post the reporting period on 24 March 2022.

Meetings attended

Erika Schraner (Chair) 100%

Michael Gray 100%

Mike Liston 100%

Dermot Mathias 100%

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

NOMINATION COMMITTEE REPORT CONTINUED

KEY ACTIVITIES IN 2021

In 2021, we engaged an independent third-

party advisor, Loudwater Advisory Services

tolead the Board evaluation process. We report

on this process, results and subsequent

development plan in detail on page 63.

I am pleased to report there were many positive

aspects to the Board evaluation findings, in

particular welcoming the observation that we

have established “a very high bar of corporate

governance excellence.”

As well as assessing the performance of the

Board and its committees, the evaluation

process was designed to rigorously test whether

its composition, dynamics, operations and

structure are effective for JTC and its business

environment in the Galaxy Era, and beyond.

As a Committee, we are satisfied the evaluation

findings demonstrate that this is the case.

We found the participation of a third-party

advisor enhanced the objectivity and rigour

of the evaluation process and results, and may

consider engaging them further to support

implementation recommendations, and

potentially to assist with the 2022 review.

Succession planning and talent management

continue to be a priority for the Committee

and throughout the year the Committee focussed

on the succession plan and pipeline of candidates

for the Board and senior management.

As reported last year, we continue to research

future potential candidates to ensure orderly

Board refreshment and diversity. This year, we

undertook a selection process to identify

suitable candidates to recommend for

appointment to the Board as an additional

Non-Executive Director.

When considering such appointments, we

identify the skills and experience required for

the role, and select individuals based on these,

with due regard for the benefits of diversity.

We again engaged Loudwater to support our

efforts to seek out a greater pool of suitable

prospective candidates, to include groups

currently under-represented on the Board,

such as women or ethnic minorities.

Loudwater assessed candidates taking into

account overall ability, competence, formal

qualifications and relevant professional

experience, and the Chairman, CEO and CFO

conducted personal interviews with the short-

listed candidates.

In February 2022, the Committee was pleased

to recommend the appointment of Kate

Beauchamp to the Board as an independent

Non-Executive Director.

Kate’s appointment to the Board was approved

with effect from 24 March 2022. Kate brings

to the Company a wide range of experience

at Board level across a number of sectors,

which will complement and strengthen the

Board’s skill-set and we look forward to working

with her.

DIVERSITY AND INCLUSION

JTC is a people-led business that is inclusive,

engaged and committed to developing our

people and supporting their career progression

through the business, providing a fulfilling and

fair environment in which to work. In line with

our Guiding Principles and our commitment

to operating a meritocratic approach to career

progression, we have an ambition to achieve

an improved diversity balance at all levels.

JTC values diversity and the benefits it can

contribute to success. Our progress on gender

diversity continues to track positively across

the company as shown in the table on page

61 and at the time of writing, there are 38%

of women on the Board. However the Board

acknowledges that there is currently relatively

low representation of female employees at

the most senior management levels of the

organisation and that it currently lacks ethnic

diversity . The recent Independent Non-Executive

Director search produced a shortlist with an

ethnic minority candidate that proceeded to

the final stages of the selection process. On this

occasion, that candidate was not successful

to final appointment. However, the Committee

remains mindful of the Parker Review

recommendation of Board’s having at least

one Director of colour by 2024 and ethnic

diversity remains a key consideration for all

future appointments. Furthermore, and in line

with new recommendations from the FTSE

Women Leaders Review, diversity consideration

will now encompass to have at least 40%

female directors on the Board and senior

leadership team and have at least one woman

in the Chair, senior independent director, CEO

or CFO role by the end of 2025.

“ This has been a satisfying year for our Committee and

the Board welcomed our external Board Evaluation’s

feedback that we have established ‘a very high bar

ofcorporate governance excellence’. ”

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

NOMINATION COMMITTEE PRIORITIES 2022

Board composition The Committee will continue to assess how the Board’s composition and director nomination process reflects theCompany’s

commitment to making further progress on diversity, equity and inclusion.

The Committee will consider what skills the Board needs to deliver the Company’s strategy throughout the ‘Galaxy Era’ and

beyond deal with changes in the business environment.

Talent Management This is the overall foundation of all JTC Academy activity. ‘Project Talisman’, the use of data to feed high potential learning plans

to aid succession planning across the Group, will be a key area of focus and oversight from 2022.

The Committee will be reviewing Group’s gender diversity evolution and policies, and gender pay gap review in 2022, continuing

to build our focus on diversity and inclusion as part of the Group’s HR strategy.

Succession Board succession discussions are seen as a matter for the whole Board, with the Committee reviewing the executive and senior

talent succession planning and company strategy to ensure that there is appropriate challenge, questioning and debate.

In 2022 the Committee will continue to review the Executive succession plans and talent pipeline, the ongoing development of

directors, thecontinued suitability of contingency plans and strategy for the next cycle ofboard appointments and reappointments.

Evaluation In accordance with the Board evaluation programme, the 2022 Board effectiveness assessment can be conducted internally, but

the Board Committee may choose to potentially use the assistance of an external advisor at it did in 2021 for the 2022 review.

The Board and the Committee consider that annual evaluations provide essential insight into how the Board functions as a

group and assists the Committee in the complex task of evaluating the skills, strengths and experience of the Directors in

support of the Company’s long-term strategy.

Regular independent analysis of Board composition and its collective effectiveness also enables the Committee to incorporate

this insight on an ongoing basis so that it may ensure the Board’s composition adequately supports the Company’s needs in line

with JTC’s evolution.

GENDER DIVERSITY (YEAR-END HEADCOUNT %)

2021 2020

Board of Directors 71% MALE/29% FEMALE

71% MALE/29% FEMALE

Senior Managers – Directors 65% MALE/35% FEMALE 86% MALE/14% FEMALE

Directors and Managers 50% MALE/50% FEMALE 55% MALE/45% FEMALE

All employees 43% MALE/57% FEMALE 43% MALE/57% FEMALE

1 Board of Directors 62% MALE/38% FEMALE with effect from 24/03/2022 following Kate Beauchamp’s appointment.

DIRECTORS’ INTERESTS

In accordance with the Companies (Jersey)

Law 1991, as amended, all Directors who

areinterested in, or subsequently became

aware of their interest in, a transaction or

proposed transaction with the Company or

any of its subsidiaries, must immediately

declare the nature and extent of that interest

to the Board. The Company Secretary maintains

the Directors’ Register of Interests and Conflicts,

which is reviewed by the Directors at every

Board meeting.

All Directors complete an annual declaration

confirming they have declared all applicable

interests and conflicts. They may hold other

directorships if the Board determines that

these do not cause any conflict of interest,

and are satisfied the Director will be able to

devote the necessary time and commitment

to their JTC role.

RE-ELECTION OF DIRECTORS

On the recommendation of the Committee,

and in accordance with the Company’s Articles

of Association and with the Code, all Directors

will retire at the forthcoming AGM and offer

themselves for re-election or, in the case of

Kate Beauchamp election, by shareholders.

All of the Directors have indicated their

willingness to offer themselves for re-election.

The Board, having considered the mix of skills,

knowledge and experience of the Directors,

recommends the re-election or election of

each member of the Board based on their skills,

experience and contribution towards achieving

the Group’s strategy and creating long-term

value for stakeholders.

SHAREHOLDER ENGAGEMENT

The Committee welcomes questions from

shareholders on its activities throughout

theyear. If you wish to discuss any aspect

ofthis report, please contact me via the

Company Secretary.

I would like to thank the other members of

the Committee, management and our external

advisers for their support during the year

ERIKA SCHRANER

NOMINATION COMMITTEE CHAIR

14 April 2022

NOMINATION COMMITTEE REPORT CONTINUED

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

BOARD EVALUATION OUTCOMES

Board Appointment

Selection & Induction

KATE BEAUCHAMP

INDEPENDENT NON-EXECUTIVE DIRECTOR

SELECTION PRINCIPALS

For Non-Executive Director recruitment,

theCommittee considers the strategic

composition of the Board and follows two of

JTC’s Guiding Principles: meritocracy and

maximising individual potential.

These principles function much like a policy

and include both quantitative and qualitative

principles, considering: (i) the overall aspired

Board composition and diversity of gender,

race and ethnicity, nationality, background

and experience, together with the desired

skillsets that align with the Company’s strategy

and purpose; and (ii) the values, attitudes, and

behaviours expected of Directors.

SELECTION PROCESS

When the Nomination Committee considers

an appointment recommendation it follows a

formal and transparent procedure.

In late 2021 the Committee was assisted in its

search for a new Non-Executive Director by its

adviser, Loudwater who were considered

appropriate and relevant for the assignment as

they were able to bring their knowledge of the

Board and its mix of strength and skills having

facilitated the 2021 Board Effectiveness Review.

A detailed candidate profile was compiled and

discussed by the Nomination Committee, taking

into consideration the balance of skills and

experience of existing Board members and the

requirements of the Company and its future

strategy. Once finalised the profile was recommended

by the Nomination Committee to the Board for

discussion and approval, and a search and selection

process undertaken by Loudwater based on that

profile, with a sub-committee being appointed

to lead the selection process.

Candidates were identified and selected against

objective criteria including their skills and

experience while having due regard to the

benefits of diversity on the Board.

Of the 15 candidates initially identified, following

a screening process, 7 individuals were invited

for interview. The sub-committee then

chooseashortlist of 3 candidates who, having

undertaken Hogan personality assessments,

were interviewed independently by Loudwater

and the Executive Directors. The sub-committee

then choose afinalist from among the short-

listed candidateswho was interviewed by the

Chairman of theBoard.

On the basis of referencing, the assessment

results, Loudwater’s evaluation and candidate

interview performance the sub-committee

recommended that Kate Beauchamp should

be appointed to the Board as an Independent

Non-Executive Director, and that she be

considered for appointment to the Board’s

Audit & Risk, Remuneration and Nomination

Committees on appointment.

APPOINTMENT

Kate Beauchamp’s appointment as an independent

non-executive director, and a member of the

Audit & Risk, Remuneration and Nomination

Committees was approved by Board with effect

from 24 March 2022. Further details of Kate’s

qualifications, skills and experience may be

found on page 54.

In accordance with the Company’s Articles

and with the Code, Kate will retire at the

forthcoming AGM and offer herself for election

by Shareholders.

“ Having built my career around managing risk,

protecting & advocating for good corporate

governance, it is a privilege to join JTC, an

exemplar among professional services firms.”

INDUCTION AND TRAINING

On appointment Directors receive a comprehensive

induction tailored to their individual needs.

The objective of the induction is to provide

the new Director with the information they

need to become as effective as possible in

their role within the shortest practicable time,

and to ensure they are properly informed,

supported and welcomed from the time of

their appointment.

The induction programme will typically include

meetings with Senior Management, visits to

Group offices, presentations regarding strategic

plans, significant financial, accounting and risk

management issues, compliance programs,

and internal and external auditors to enable

them to build up a detailed understanding of

JTC’s business and strategy, and the key risks

and issues overseen by the Board.

All Directors are also invited to attend orientation

meetings with the Company Secretary prior

to attending their first Board meeting to be

briefed on the Board’s policies and procedures.

In addition, to the contact information for

Board members and senior staff and the Board

meeting schedule and event calendar, each

new Board member receives:

– a letter of appointment outlining the

roleand expectations in their role;

– a copy of the Directors and Officers

Insurance; and

– a copy of the constitution, board charter,

governance policies, strategic plan and

any other key governance documents.

– continuous education and professional

development programs are made

available to board members as necessary.

Management provide brieﬁng sessions to all

new board members once they have had time

to assess the information listed above allowing

them to address any concerns or queries they

may have regarding the organisation as their

knowledge of the Group increases.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

BOARD EFFECTIVENESS REVIEW – 2021

JTC’s 2021 Board effectiveness review was

conducted and prepared by an independent

third party,Loudwater Leadership Advisory

Services. (Loudwater) in alignment with

Financial Reporting Council’s UK Corporate

Governance Code 2018 and its associated

Guidance onBoard Effectiveness, and UK

governance principles and regulations applying

to the Company as at the 31 December 2021.

EXECUTIVE SUMMARY

– It is ultimately for theBoards to decide

on the governance arrangements most

appropriate to the Company’s

circumstances and JTC believes that it

benefits from regular in-depth reviews

ofall areas of Board activity, theBoard’s

behaviours and its processes.

– Loudwater was therefore commissioned

to undertake an external independent

Board Effectiveness Review by the

Nomination Committee.

– During the evaluation process Loudwater

were provided with full access to the

Board and senior management. Participants

included all Board members, the Company

Secretary and the Chief Risk Officer.

– Each Board Member completed a Board

Review Self-Evaluation Questionnaire

and took part in a series of one-to-one

interviews with the Loudwater team.

– Loudwater were also provided, on a

confidential basis, copies of sample

boardpapers, reports, acquisition

diligence packs and risk registers.

Board

Evaluation

“ Our conclusion is that

JTC has established

a very high bar of

corporate governance

excellence.”

LOUDWATER LEADERSHIP

ADVISORYSERVICES

BOARD EFFECTIVENESS

REVIEWFRAMEWORK

To evaluate Board effectiveness Loudwater

examined whether the Board was fulfilling its

core purpose across the three key components

of Strategy, Risk and Governance, and whether

it was properly leveraging the three core drivers

of effectiveness: behaviour, process and talent.

LOUDWATER’S OBSERVATIONS

Strategy

– Good evidence strategy has appropriate

prominence on the Board agenda.

– Directors are confident they have

sufficient qualifications & experience.

– Strong confirmation M&A strategy

considerations are effective.

– Strategy Days highly valued by NEDs

tobuild strategic awareness and

stimulate debate.

Risk

– Sound understanding of JTC’s risk

framework & appetite.

– Board has identified areas for

development over thelast 2 years in

respect of communication of risk

management& pro-actively drives

continuous improvement.

– Area of positive collaboration between the

Board members, leading the organisation

to a higher standard as a result.

Governance

– Board takes PLC status & associated

responsibilities both under law and

theCode very seriously

– Strong general culture of ‘governance

excellence’

– Strong indications the Boardroom

isnotan overly deferential environment

& clear votes of confidence shared in

theChairman’s leadership.

– High value attributed to CEO &

‘Executive Briefings’, alongside formal

Board meetings

Behaviours

– Robust discussion to test assumptions and

challenge proposals appreciated & valued.

– Evidence JTC’s Boardroom is a healthy

and open forum for debate.

– Directors demonstrate high appreciation

of need for trust, respect, confidentiality

& integrity.

– Board recognises it is in the early stages

of JTC’s public journey, high value is

attributed to opportunities to develop

inter-personal relationships.

Processes

– Excellent company secretarial support

andcommensurate Board processes

anddocumentation befitting a PLC.

– Quality and quantity of Board

information considered to be the

rightlevel, and appropriately curated

Talent

– Directors possess a range of professional

and sectoral skills and experience

– Board composition is under continuous

and on-going consideration

STRATEGY RISK GOVERNANCE

Impact of the collective and

individual behaviours of Board

Members and other stakeholders

both inside and outside the

Boardroom on successful delivery

ofCompany strategy

How do the collective and individual

behaviours of Board Members and

other stakeholders both inside and

outside the Boardroom impact the

effective identification, mitigation

and management of risk

Does the collective and individual

behaviour of Board Members and

other stakeholders both inside and

outside the Boardroom sustain and

leverage the value of a culture of

corporate governance excellence

Are the current Company processes

successfully enabling the Board to

support and oversee the strategic

planning and delivery process

effectively and in a timely manner

Are the current Company risk,

compliance and decision-making

processes enabling the Board to

identify, mitigate and manage risk

effectively and in a timely manner

Do the current Company policies and

processes provide an effective and

efficient corporate governance framework

that enables the Board to support and

oversee delivery of the strategic goals

effectively and in a timely manner

Do the Board members, both

collectively and individually possess

the requisite skills and experience to

support, oversee and add value to

the Company’s strategic planning

process and subsequent delivery

Do the Board members, both

collectively and individually possess

the requisite skills and experience to

support, oversee and add value to

the Company’s strategic planning

process and subsequent delivery

Do the Board members, both

collectively and individually

recognise, promote and adhere to

the highest standards of corporate

governance excellence

PROCESSES

BEHAVIOURS

TALENT

BOARD PURPOSE

IS THE BOARD PERFORMING EFFECTIVELY?

RISK

GOVERNANCE

STRATEGY

BOARD EFFECTIVENESS PROFILE

(BASEDON AGGREGATED SELF-

ASSESSMENT MATERIAL)

Loudwater indentified that Direcotrs feel most

positive about the Board’s Behaviours, followed

by similar but slightly lower levels of positivity

around Strategy and Governance. Marginally behind,

Risk and Process are still within high levels of

comfort for the Board. Comparatively, the

Board is least confident, yet still positive, about

Talent. Loudwater’s assessment identified

overall evidence of a broadly balanced Board

that reasonably perceives itself to be operating

at high levels of effectiveness in respect of the

needs of the Company.

210

173

169

174

186

170

161

Governance

Process

Talent

Risk

Strategy

Behaviour

BEHAVIOUR

PROCESSES

TALENT

OUTCOMES IMPLEMENTED IN 2022

– Bi-annual Board strategy days

– ‘Deep Dive’ sessions to further foster

in-depth discussions on critical

matters e.g. Cyber Security, Talent

Management, ESG

– Continued monthly ‘catch-up’

callsfor NEDs with the CEO

– Regular CRO one-to-one calls

withtheSID

– CRO to attend scheduled quarterly

Board Meetings (as observer)

– Re-introduction of Board dinners,

face toface meetings and

opportunities to develop

inter-personal relationships

withmanagement team and staff

– Implementation of informal periodic

Board Member evaluations, led

byChairman

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

CORPORATE GOVERNANCE

Audit & Risk

Committee Report

DERMOT MATHIAS

AUDIT & RISK COMMITTEE CHAIRMAN

MEMBERSHIP OF THE COMMITTEE

In compliance with the Code, the Committee’s

membership is limited to the Non-Executive

Directors and comprises a majority of Independent

Non-Executive Directors of the Company.

JTC (Jersey) Limited, the corporate Company

Secretary, acts as secretary to the Committee.

COMMITTEE MEMBERS

Dermot Mathias

Committee Chairman, Senior

IndependentNon-Executive Director

Michael Gray

Independent Non-Executive Director

Erika Schraner

Independent Non-Executive Director

Kate Beauchamp*

Independent Non-Executive Director

(appointed 24 March 2022)

“ The Committee has continued to monitor the

integrityoffinancial reporting, the effectiveness

ofriskmanagement and internal controls processes,

andingovernance and compliance matters.”

DEAR SHAREHOLDER,

On behalf of the Audit and Risk Committee,

I am pleased to present our report into

the work we have carried out over the

year ended 31 December 2021. I would

like to thank the other members of the

Committee, management and our

external auditors for their support

during the year. I believe the quality of

discussion and challenge on the Committee

ensures that we continue to perform

our role effectively.

Throughout the year, The Board applied

all of the principles and provisions of the

UK Corporate Governance Code (referred

to as the Code from here on). I would

welcome questions from shareholders on

the Committee’s activities. If you wish to

discuss any aspect of this report, you can

contact me through the Company Secretary.

If you wish to submit questions to the

Board before the AGM, please email them

to the Company Secretary at agm@jtcgroup.com,

before 11:00am on 19 May 2022.

COMMITTEE MEETINGS IN 2021

The Committee met three times during the year. Attendance by the Committee members at

the meetings was as follows:

* Kate Beauchamp was appointed post the reporting period on 24 March 2022.

Meetings attended

Dermot Mathias (Chair) 100%

Michael Gray 100%

Erika Schraner 100%

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

AUDIT & RISK COMMITTEE REPORT CONTINUED

KEY RESPONSIBILITIES

The Committee supports the Board in fulfilling

its responsibilities related to the following.

You can find full details in our Terms of Reference

on our website.

The Committee:

– monitors the integrity of financial

reporting;

– considers significant judgements,

assumptions and estimates made by

management;

– advises the Board on various statements

made in the Annual Report, including

those on viability, going concern, risks

and controls, and whether, when read

asawhole, the report is fair, balanced

and understandable;

– monitors the effectiveness of risk

management and internal controls,

including cyber security;

– reviews the effectiveness of governance

and compliance;

– reviews the work of the external auditor

– reviews the whistleblowing policy

andprocedures;

– provides an update to the Board

following each meeting;

– meets the Executive Directors and the

Chief Risk Officer, as appropriate, to

obtain a good understanding of the

issues affecting the Group.

MEMBERSHIP AND ATTENDANCE

– For the purpose of the Code, the

Committee Chair satisfies the

requirement of having appropriate

recentand relevant financial experience.

He is a chartered accountant with many

years of senior financial experience.

– The Chair may invite the Chief Risk

Officer, the external auditor and

members of the senior management

team to meetings, and ask them to

withdraw from the meeting if necessary.

– Meeting agendas are linked to the

financial calendar and to the annual plan,

which is dynamic, and therefore will

evolve when we need greater focus on

aspecific area. Meetings are scheduled

toallow members to have a regular

informed debate.

– The Company Secretary acts as secretary

to the Committee, and ensures members

receive information in good time.

KEY ACTIVITIES DURING THE YEAR

– Our primary focus was on the integrity of

the Group’s financial reporting, including

accounting and disclosures related to the

valuation of goodwill and intangible

assets, particularly in relation to the

seven acquisitive transactions completed

during the year – RBC cees, INDOS,

Segue Partners, Ballybunion Capital, SALI

Fund Services, perfORM Due Diligence

Services and Essential Fund Services.

– We were updated regularly on the

Group’s IT strategy and infrastructure,

and the ability to detect and defend

against cyber-attack effectively.

– For the half year results and Annual

Report, we reviewed the going concern

and Consolidated Financial Statements,

and the Viability Statement for the

Annual Report.

– We were satisfied management had

carried out a rigorous assessment of the

risks that could threaten the business

model, performance, solvency or liquidity

of the Group.

SIGNIFICANT ISSUES

The Committee considers the following to be

significant issues for the Committee to consider:

– Risk management framework: resiliency,

data and technology and cyber risk

– Implementation of Internal Audit

– Internal controls

– Regulatory developments, accounting

and disclosure trends

– Management’s assessment of the

Company’s TCFD disclosures

– Recognition and recoverability of WIP

– Impairment of goodwill & other intangibles

– Business combinations

FAIR, BALANCED AND

UNDERSTANDABLE STATEMENT

The Committee considered whether this Annual

Report and Accounts, taken as whole:

– had been open and honest about the

challenges, opportunities and successes

throughout the year

– provided clear explanations of our

KPIsand how they link to our strategy

and remuneration

– explained our business model,

strategyand accounting policies

simplyand clearly

– incorporated clear cross-references to

additional information where necessary

– was in line with what the Board had

considered and decided throughout

theyear

– provided appropriate information

forshareholders to assess performance

and strategy

– had been written in clear and

conciselanguage.

We then recommended to the Board that the

Annual Report and Consolidated Financial

Statements are fair, balanced and understandable.

COMPETITION LAWS

The Board has taken the necessary steps to ensure

compliance with all applicable competition laws

and the Company complied with the provisions

of the Competition and Markets Authority’s Order

during the financial year under review.

EXTERNAL AUDIT

PwC continued as our external auditor during

the year. We are satisfied that PwC remains

independent and objective in its work, and are

satisfied with the quality of the audit plan and

related reports for the 2021 audit. This includes

the quality of service, the competence of staff,

and their understanding of the business and

related financial risks. The Committee and

Chair met the external auditor on several

occasions, without management present to

discuss matters.

As a Jersey-incorporated company , we do not

have to invite proposals to tender for audit

every 10 years. However, we keep this option

under review when we consider the effectiveness

of the external auditor. The audit partner, Mike

Byrne, having completed his 5th year of the

5years permissible under the FRC Ethical standard

is now standing down. We have recommended

to the Board of Directors that they present a

resolution to shareholders to reappoint PwC for

the 2022 financial period. This is due to the

benefits we see in continuity, and the ability to

retain the wider existing audit team under a new

partner. We are satisfied that the rotation of the

audit partner is sufficient to ensure an independent

view of the fairness of the Company’s Consolidated

Financial Statements.

NON-AUDIT SERVICES

The Committee is satisfied that the non-audit

services policy is compatible with the FRC’s

Revised Ethical Standard 2019, which became

effective on 15 March 2020 and that the changes

for non-audit services did not have an impact

on services that had been contracted for and

commenced by that date. We ensure that we

do not award the auditors non-audit work if

there is a risk it might impair the objectivity

and independence of the audit. We all approve

the award to the external auditors of other

work for £10,000 or more, and other than in

exceptional circumstances, non-audit fees

should not exceed 70% of audit and assurance

fees over a three-year rolling period. Aggregate fees

for non-audit services paid to PwC during the

period were £98,900.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

AUDIT & RISK COMMITTEE REPORT CONTINUED

WHISTLEBLOWING POLICY

The Board is responsible for the whistleblowing

policy and procedures, and their remit includes

all aspects of the business. We review the

whistleblowing policy every year, and report

any concerns or incidents to the Board.

Any reported incidents are subject to thorough

review and detailed investigation. The policy

was reviewed and updated after the year end

in February 2022.

INTERNAL CONTROL AND

RISKMANAGEMENT

The principal risks and uncertainties facing

the Group are set out in the Risk Management

section pages 42 to 49. We evaluate the risk

and control arrangements, and report to the

Board. We are satisfied that there is rigorous

review of the risks and that controls of significant

risks operate effectively, and we are satisfied

the statements made in the Risk Management

section are appropriate based on what

management can currently know. The Board

has not identified any significant failings or

weaknesses during the year.

INTERNAL AUDIT

In 2021, we bolstered our three-lines risk

assurance model by establishing an Internal

Audit function. Group Internal Audit is

independent of management and has a reporting

line to the Chair of the Committee, providing

independent and objective assurance and

advice on the adequacy and effectiveness of

governance and risk management. It has

developed during 2021 and has provided

valuable assurance to several parts of the

Group’s business. We expect the function to

continue to grow and develop.

TAX POLICY

The Board continuously reviews its transfer

pricing policy and updates this to reflect the

evolving nature and increasing complexity of

the Group’s operations. For further information

please refer to the CFO’s Review page 15.

FUTURE FOCUS

We will continue to focus on the resilience of

our cyber security and IT controls, and on

ensuring that we meet all new accounting

standards, relevant legislation and guidance.

ANNUAL COMMITTEE EVALUATION

Each year, we review our own performance as

an Audit Committee, considering all of the

activities and requirements reviewed in this

Committee report, and the Committee’s terms

of reference. This includes the Committee

structure and composition, the number of

meetings, other activities, training and time

spent, and whether these are adequate for

fulfilling our roles and responsibilities.

This review is underpinned by the independent

performance evaluation of the Board and its

committees, for which you can find a separate

report on page 63.

SHAREHOLDER ENGAGEMENT

I welcome questions from shareholders on the

Committee’s activities. If you wish to discuss

any aspect of this report, please contact me

via the Company Secretary.

I would like to thank the other members of

the Committee, management and our External

Auditors for their support during the year.

DERMOT MATHIAS

AUDIT & RISK COMMITTEE CHAIR

14 April 2022

HIGHLIGHTS FROM THE YEAR

2021 areas of focus Action taken by the committee/board

Financial reporting Reviewed the half year and full year Consolidated Financial Statements including key judgements, estimates

andassumptions, going concern and viability statements

Consideration as to whether the Annual Report was fair, balanced and understandable

Meetings with the Auditors in respect of the half year and full year Consolidated Financial Statements

Regulatory developments, accounting and disclosure trends

Management’s assessment of the Company’s TCFD disclosures

Recognition and recoverability of WIP

Impairment of goodwill

Acquisition integrations

Controls and assurance Review of risk and controls including reports from and meeting with the Chief Risk Officer

Review of the internal audit framework and charter for implementation in 2021

Review of the Group’s whistleblowing policy

Audit Considered the impact of voluntary audit rotation on audit quality and determined that the rotation at audit

partner level in 2022 appropriate to ensure a continued independent view of the fairness of the Company’s

Consolidated Financial Statements

Consideration of the independence and effectiveness of the external auditor. The Directors complete an External

Audit Performance Questionnaire, the results are analysed by the Company Secretary and submitted to the

Committee to assist its assessment the performance of the external auditor following completion of the Audit

Review of audit fees and non-audit fees paid to the external auditor

Review and approval of the audit strategy and audit plan

Share based payments Review of the methodology for the accounting of share-based payments and assessment by management as to

thenumber of shares expected to vest under the terms of the Performance Share Plan, and expectations around

theachievement of performance targets

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

CORPORATE GOVERNANCE

Remuneration

Committee Report

MICHAEL GRAY

REMUNERATION COMMITTEE CHAIRMAN

MEMBERSHIP OF THE COMMITTEE

All Committee members are independent

Non-Executive Directors, as defined under the

Code, with the exception of the Group Chairman

who was independent on his appointment.

The Committee members have no personal

financial interest, other than as shareholders,

in the matters considered by the Committee.

There were no changes in the Committee

during the year. JTC (Jersey) Limited, the

corporate Company Secretary, acts as secretary

to the Committee.

COMMITTEE MEMBERS

Michael Gray

Committee Chairman,

IndependentNon-Executive Director

Mike Liston

Non-Executive Chairman

Dermot Mathias

Audit & Risk Committee Chair,

SeniorIndependent Non-Executive Director

Erika Schraner

Nomination Committee Chair,

IndependentNon-Executive Director

“ We are committed to ensuring JTC’s Remuneration Policy

promotes long-term success, ensuring alignment with

shareholder value-creation with pay-for-performance

set against challenging targets andstretching goals.”

DEAR SHAREHOLDER,

On behalf of the Board, I am pleased to

present the Directors’ Remuneration

Report for 2021. The report aims to

provide a comprehensive picture of the

structure and scale of our remuneration

framework, its alignment with the

business strategy and the rest of the

workforce, as well as the decisions made

by the Committee as a result of business

performance in 2021, and the intended

arrangements for 2022.

COMPOSITION

Details of the Committee members’ experience

and expertise may be found on pages 53

and54.

The table opposite shows membership, and

attendance, while in addition to the scheduled

meetings, members discuss Committee

business at other times during the year.

The Executive Directors may attend meetings

by invitation when appropriate.

ROLE AND RESPONSIBILITIES

The Committee’s key role is to set the

Company’s Remuneration Policy, determine

each Executive Director’s total individual

remuneration package and set the targets

for their performance-related pay.

In setting the Remuneration Policy we aim

to ensure that JTC remains a leading global

professional services business and anemployer

of choice, where hard work and results are

appropriately recognised and rewarded

and remuneration is based on realised

outcomes determined through a principles-

based approach taking into consideration

all aspects of the Group and the individual’s

performance, fully aligned with stakeholders’

long-term interests.

COMMITTEE MEETINGS IN 2021

The Committee met formally 3 times during the year. Attendance by the Committee members

at these meetings is shown below:

Meetings attended

Michael Gray (Chair) 100%

Mike Liston 100%

Dermot Mathias 100%

Erika Schraner 100%

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

REMUNERATION COMMITTEE REPORT CONTINUED

KEY ACTIVITIES IN 2021

JTC’s approach to remuneration has been a key

driver of our sustained success over more than

30 years. All employees are motivated to grow

the business over the medium to long term,

taking accountability for all their decisions and

the accompanying risk management, customer,

economic and reputational consequences across

the global markets in which we operate.

A summary of the matters considered at each

Committee meeting and the Committee’s

activities during the year is included in the

schedule of Board activities detailed on page 56.

The current Remuneration Policy for Executive

and Non-Executive Directors (the “Remuneration

Policy”) was approved by shareholders at the

AGM held on 21 May 2019. In consultation

with our independent advisors, in 2021, we

reviewed the Policy to ensure that there

remained appropriate alignment between

executive pay arrangements and the wider

workforce, with a focus on flexibility of reward

and recognition while maintaining the

fundamental JTC values of fairness, meritocracy

and pay-for-performance.

We carefully considered the pay framework

for Executives and the Group’s incentive

arrangements and whether these remain

aligned with stakeholders’ long-term interests.

The Committee also reviewed the performance

measures used in the incentive schemes and

whether they continue to reflect the business

strategy, and that the targets remain stretching

but achievable.

As a result of the review we have made minor

updates to the Remuneration Policy; most

notably the alignment of the Executive’s

pension contributions. The Committee has

proposed that by the end of 2022 the pension

contributions for incumbent and future Executive

Directors will be consistent with that which

is available to the workforce. The current

average rate available for the workforce in UK

and Jersey is 5% of salary.

The Board is satisfied that the proposed

Remuneration Policy will support our remuneration

objectives, which include attracting, motivating

and retaining exceptional, entrepreneurial and

ethical people with the deep industry expertise

needed to deliver strong financial performance

over the short and long term, while prudently

managing risk and ensuring that regulatory

requirements are upheld.

JTC’s proposed Remuneration Policy may be

found on pages 88 to 92.

We consider the proposed Remuneration Policy

is in line and consistent with all applicable

regulatory provisions, comments received from

institutional shareholders and best practice in

executive remuneration.

The proposed Remuneration Policy will be put

to shareholders for a binding vote at the AGM

on 31 May 2022 and, if approved, shall remain

valid for the three financial years following that

in which it was approved (2022, 2023 and 2024).

REMUNERATION OUTCOMES 2021

The Executives’ 2021 performance ‘at a glance’

and remuneration outcomes, including the

single total figure of remuneration for Executive

Directors, may be found on page 73.

FY2021 remuneration outcomes reflect:

– this year’s achievements against a range

of financial and non-financial measures

– the importance of our people and

retaining key talent in an increasingly

complex regulatory environment

– an alignment to the outcomes delivered

to shareholders

– ESG considerations, progress, and

achievements

– risk management, compliance and

conduct outcomes.

The Executive Directors elected to cap their

2021 annual bonus opportunity to 40% of

salary in conjunction with the wider workforce

in regards to annual bonus pay-outs and the

balance between short- and long-term incentives

as part of the overall pay mix. In line with the

Remuneration Policy, the annual bonus for the

CEO and the rest of the Executive Leadership

Team have been set by reference to a balanced

scorecard of financial and non-financial measures

that support the Group strategy, which are

detailed on pages 1 to 11.

The 2019 PSP was measured and weighted

equally between TSR and EPS for the CEO and

CFO. The COO had an additional metric of

the Group business plan which was also

weighted equally. JTC achieved 88th percentile

against the FTSE Small Cap Index; as a result

the TSR element fully vested. JTC achieved

25.55p within the three year period and as a

result achieved 72.5% of the EPS vesting.

The Committee determined that the Group

business plan achieved 72% vesting. As a result,

the final vesting of the full award was 86% of

maximum for the CEO and CFO, and 82% of

maximum for the COO.

The Annual Report on Remuneration and the

Annual Statement will be put to a Shareholder

vote at the AGM on 31 May 2022.

APPLICATION OF DISCRETION

To ensure that pay outcomes appropriately

reflect individual and business performance,

together with the wider economic and societal

climate, the Committee has overriding discretion

on Executive Directors’ pay in addition to the

ability to apply malus, clawback and the

responsible application of discretion to override

formulaic outcomes of the incentive schemes.

During the year, the Committee did not apply

any discretion to the variable pay outcomes

of the annual bonus or PSP. The Committee

agreed that the final pay-out and vesting of

the annual bonus and 2019 PSP was reflective

of the respective performance period and that

the Policy operated as intended.

Further details are provided on pages 73 to 75.

PAY ARRANGEMENTS FOR 2022

As outlined earlier in this report, the Remuneration

Committee is proposing changes to the

Remuneration Policy to better align with

corporate governance best practices and these

are subject to shareholder approval at the

Company’s AGM on 31 May 2022. Details of

how the Remuneration Policy will be implemented

for 2022, if approved at the forthcoming AGM,

may be found on pages 88 to 92.

When reviewing salary levels, the Committee

considers a number of internal and external

factors, primarily the salary review principles

applied to the rest of the organisation, but

also Company performance during the year

and external market data. As a result of

performance in the year and the considerable

effort and resilience shown by colleagues

across the wider organisation, despite the

impact of the Covid-19 pandemic, the Committee

agreed to award a salary increase of 2.9% to

the Executive Directors, which is in line with

the cost of living increases awarded in Jersey.

Executive Directors have a maximum annual

bonus opportunity of up to 100% of salary,

as per the Remuneration Policy. For 2022,

Executive Directors will be granted PSP awards

with a maximum face value of 150% of salary

and vesting linked to JTC’s TSR performance

(relative to the FTSE 250 Index, excluding real

estate and investment trusts) and EPS

performance over a three year period.

“ Performance is critical, but a well-designed

remuneration programme must also attract

andretain a high calibre team to support the

delivery of long-term shareholder value.”

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

Wider workforce remuneration, reward,

and the Employee Incentive Plan (“EIP”)

We received regular and varied updates during

the year relating to Group pay arrangements.

In addition to those already outlined in the

Committee’s remit, detailed discussions included

the review of the pay and benefits package

which was undertaken during the year.

Shared ownership has been at the heart of the

Company’s culture for 24 years, since the first

JTC Employee Benefit Trust (EBT) was formed

in 1998. The EIP, like its predecessor schemes,

is designed to recognise and reward long-term

performance across the whole Group and its

alignment of employees’ and shareholders’

interests is linked to multi-year business plans.

Shared ownership has long proven to be a key

differentiator for the Group in the professional

services markets in which it operates. In addition

to supporting a culture of client service

excellence, JTC believes that its Shared Ownership

model encourages greater employee engagement

as demonstrated by the Company’s excellent

employee retention rates, with staff turnover

of 9.2% in 2021 (below the self-imposed

benchmark of 10%).

Following the successful delivery of the ‘Odyssey

era’ business plan, in July 2021 the Committee

was pleased to approve a grant of awards

totalling c. £20m of shares under the EIP to

all permanent employees of the Group (excluding

the Executive Directors who are not eligible

to receive awards under the EIP rules), further

embedding our culture of ‘Ownership for All’.

The EIP award was separated into two tranches:

50% being an ‘upfront’ award which vested

at grant and 50% a deferred award in the form

of a conditional right to receive shares on the

first anniversary of grant, subject to the

achievement of the applicable performance

conditions. This was the first award since the

EIP was adopted by the Board in 2018.

Participants’ individual awards were determined

according to a points system based on seniority,

length of service and individual performance.

The awards were satisfied by the transfer of

existing Ordinary Shares held by JTC PLC EBT

to each participant.

Committee evaluation

The Committee’s performance was assessed

as part of the independently facilitated Board

evaluation. Further details of the evaluation

findings and outcomes may be found on page

63. I am pleased to report that the Committee

is regarded as operating effectively and the

Board continues to take assurance from the

quality of the Committee’s work.

LOOKING AHEAD

We remain committed to delivering a leading

and transparent remuneration framework,

supported by strong governance processes,

designed to drive the right behaviours across

the Group and deliver long-term success for

of all our stakeholders.

REMUNERATION COMMITTEE REPORT CONTINUED

WHO SUPPORTS THE COMMITTEE?

Following a comprehensive process the Committee appointed Mercer in October 2020 as

independent external remuneration advisers. Mercer is a founder member of the Remuneration

Consultants Group and, as such, voluntarily operates under the Code of Conduct in relation

to executive remuneration consulting in the UK (www.remunerationconsultantsgroup.com).

Neither Mercer (nor its parent, Mercer Limited) has any other remuneration or unrelated

connection with the Group and is considered to be independent by the Committee. Fees paid

to Mercer totalled £88,398 (excluding expenses and VAT) for the 2021 financial year in their

capacity as advisers to the Committee.

AGM SHAREHOLDER VOTING

Resolution

Votes

for

Votes

against

Votes

withheld

Approve Directors’ Remuneration Report

(2021 AGM)

109,000,690

6,681,612 1

94.22% 5.78%

Approve Remuneration Policy (2019 AGM) 90,970,146 180,717 3,509,502

99.80% 0.20%

“ Communications Champions were appointed

globally andreported to the Board feedback

on themes including reward and recognition,

wellbeing and benefits.”

Throughout its discussions this year, the Board

gave significant consideration to the importance

JTC places on its ESG priorities. To reinforce the

priority we place on ESG, in March 2022 the

Remuneration Committee’s Terms of Reference

were reviewed and amended to incorporate

ESG specific considerations. The Committee’s

Terms of Reference are available on our website.

In line with JTC’s strategy and Shared Ownership

ethos, JTC’s ESG performance was considered

for the 2021 annual bonus and the Group

business plan condition for the vesting 2019

PSP awards. The Committee will continue to

seek to ensure ever closer alignment between

these issues and its long-term strategy of

managing risks by linking them to conditions

on executive pay.

SHAREHOLDER ENGAGEMENT

The Committee welcomes questions from

shareholders on its activities throughout

theyear. If you wish to discuss any aspect

ofthis report, please contact me via the

Company Secretary.

Shareholders are also encouraged to participate

at the AGM by raising any questions in advance

of the Meeting by emailing the Company

Secretary at agm@jtcgroup.com by 11:00am

on 19 May 2022.

I look forward to receiving your views and

support at the upcoming AGM.

MICHAEL GRAY

REMUNERATION COMMITTEE

CHAIRMAN

14 April 2021

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

OUR REMUNERATION AT A GLANCE

As outlined earlier in this report, the Remuneration Committee is proposing changes to the Remuneration Policy to better align with corporate governance best practices. Subject to shareholder approval at the Company’s AGM on 31 May 2022, the Committee

intends to implement the Policy as follows for our Executive Directors in 2022.

Pay element Policy (subject to shareholder approval) 2022 implementation Link to JTC’s strategy

BASE SALARY Reviewed annually with increases effective 1 January; reflects the individual’s role and contribution.

Increases take account of those applied across the wider workforce; the Committee retains discretion to award

higher increases where appropriate to take into account market conditions, performance and/or development of

the individual, a change in the responsibility and/or complexity of the role, new challenges or a new strategic

direction for the Company.

– CEO: £447,615 (2.9% increase)

– CFO: £326,116 (2.9% increase)

– COO: £248,504 (2.9% increase)

Creating long-term value for our

– shareholders

– employees

Being a responsible business

BENEFITS

Executives are entitled to receive life assurance, pension contributions, private medical insurance and other

deminimis benefits in kind.

Unchanged from Policy.

PENSION Pension benefits for the incumbent Executive Directors will be aligned with the average percentage contribution

or entitlement available to staff in the relevant market (5% in Jersey and UK) by the end of 2022. Prevailing contribution

rates shall apply from the effective date of this Policy through to the end of 2022.

Pension benefits for future Executive Directors will be aligned with the average percentage contribution

orentitlement available to staff in the relevant market.

– CEO: 10% of salary (5% by the end of 2022)

– CFO: 10% of salary (5% by the end of 2022)

– COO: 5% of salary

ANNUAL BONUS Maximum opportunity: 100% of salary.

Performance measures, targets and weightings are set at the start of the year. Performance is measured on

financial, operational and individual goals.

Malus and clawback provisions apply.

Award of up to 100% of salary for all Executive Directors.

Performance will be measured based on tailored scorecards comprised

of shared financial goals and strategic goals linked to the successful

execution of JTC’s business plan.

Creating long-term value for our

– shareholders

– employees

– clients

– intermediary partners

– communities

Being a responsible business

DEFERRED BONUS

SHARE PLAN

All employees are eligible to participate; it is intended that Executive Directors, Senior Managers and certain

managers below Senior Manager will participate.

For Executive Directors, any bonus earned over 50% of salary is deferred into shares for 3 years.

The Committee may include further financial and non-financial performance.

Unchanged from Policy.

A unique culture based on Shared Ownership

Our remuneration

at a glance

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

Pay element Policy (subject to shareholder approval) 2022 implementation Link to JTC’s strategy

PERFORMANCE

SHAREPLAN

Normal maximum opportunity: 150% of salary (exceptional maximum of 250%).

Performance is measured over TSR, EPS and delivery of the Group business plan over a period of 3 years.

An additional two year holding period applies post-vesting.

Malus and clawback provisions apply.

Award opportunity of up to 150% of salary for all Executive Directors.

Performance will be measured by TSR and EPS over a period of3years.

Creating long-term value for our

– shareholders

– employees

– clients

– intermediary partners

– communities

Acquisitions

Being a responsible business

A unique culture based on Shared Ownership

EMPLOYEE

INCENTIVE PLAN

All permanent employees of the Group are eligible to be granted an award, except for the Executive Directors.

Awards are designed to incentivise high performance and may include performance measures.

Executive Directors are not eligible to participate.

A unique culture based on Shared Ownership

SHAREHOLDING

GUIDELINES

Executive Directors are required to build or maintain a shareholding requirement equivalent to 150% of their

base salary.

Post-cessation, Executives are required to hold on to the lower of (1) their share ownership at departure or (2)

their in-post share ownership guideline (i.e. 150% of annual base salary) for a period of 2 years.

In-post guidelines unchanged from Policy, post-cessation guidelines

introduced.

A unique culture based on Shared Ownership

Being a responsible business

MALUS AND

CLAWBACK

PROVISIONS

Recovery provisions may be applied to the annual bonus, DBSP and PSP in certain circumstances including:

– materially inaccurate information

– material breach of employment contract which would include, without limitation, any event or omission by

the Executive that contributes to a material loss or reputational damage to the Company

– material breach of any compromise agreement

– material breach of fiduciary duties

Cash bonuses will be subject to clawback, with deferred shares being subject to malus, over the deferral period.

PSP awards will be subject to malus over the vesting period and clawback from the vesting date to the third

anniversary of the relevant vesting date.

Unchanged from Policy. Being a responsible business

OUR REMUNERATION AT A GLANCE CONTINUED

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

2021 SINGLE FIGURE REMUNERATION

Base Salary Benefits Pension Annual Bonus

2021 Annual bonus award (further details on page 73 to 76)

Financial Metrics:

The above charts are based on the following assumptions:

Max.

opportunity

% of salary

Capped max.

opportunity

%ofsalary

Outturn

(% Of salary)

Nigel Le Quesne 100% 40% £130,500 30%

Martin Fotheringham 100% 40% £95,077 30%

Wendy Holley 100% 40% £48,300 20%

1 The Executive Directors voluntarily elected to cap their 2021 annual bonus opportunity to 40% of salary to promote alignment with the wider

workforce in regard to annual bonus payouts and the balance between short- and long-term incentives as part of the overall pay mix.

PSP (further details on page 77)

The 2019 PSP award was subject to performance conditions for a period ending on 31 December 2021. Final vesting of the TSR,

EPS and Group Plan objectives are shown below:

2021 PERFORMANCE AT A GLANCE & REMUNERATION OUTCOMES

2021 Performance at a glance

& Remuneration outcomes

Base salary Benefits

0 £200 £400 £600 £800 £1,000 £1,200 £1,400

Nigel Le Quesne

Martin Fotheringham

Wendy Holley

Thousands

Pension Annual bonus

PSP Other

Actual

Exceptional

Exceeds

Meets

32.8%

38.0%

35.0%

33.0%

EBITDA margin

Actual

Exceptional

Exceeds

Meets

87.0%

90.0%

87.5%

85.0%

Cash conversion

Actual

Exceptional

Exceeds

Meets

9.6%

10.0%

9.0%

8.0%

Group net organic growth

100%

80%

60%

40%

20%

20%0% 40% 60% 80% 100%

TSR

Actual

Maximum

Threshold

25.6p

27.0p

21.6p

EPS

Non-Financial Metrics:

The Non-Financial metrics includes Strategic Execution and Growth, Investor Relations, Risk and Compliance and ESG, People

and Culture targets. The Committee reviewed these targets holistically; a description of the performance achieved against

this metric is detailed on page 76.

TSR threshold performance begins at median ranking

against the FTSE Small Cap with 25% of the element

vesting rising to full vesting for upper quartile performance.

JTC at 31 December 2021 ranked 88th percentile and

therefore the TSR element has fully vested.

EPS threshold performance begins at 21.63p with 25%

of the element vesting rising to full vesting for 27.04p.

JTC at 31 December 2021 achieved an EPS of 25.55p and

therefore 72.5% of the EPS element of the award vests.

WENDY HOLLEY: GROUP BUSINESS PLAN

The Group Business Plan incorporates Group, Divisional (ICS and PCS), Development, Finance and Operational targets. The Committee

reviewed all targets holistically and determined that this element would vest at 72% of maximum. A description of the performance

achieved against this metric is detailed on page 77.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

Annual Report on Remuneration

ANNUAL REPORT ON REMUNERATION

The Annual Report on Remuneration and the Annual Statement will be put to a Shareholder vote at the AGM on 31 May 2022. Sections of the report are subject to audit and, where applicable, these have been flagged.

SINGLE TOTAL FIGURE OF REMUNERATION FOR EXECUTIVE DIRECTORS (AUDITED)

The table below sets out the total remuneration payable to each Executive Director for the years ended 31 December 2021 and 31 December 2020.

Single total figure of remuneration Base Salary

Benefits

Annual bonus

PSP

Other

Pension

Total Total fixed Total variable

Nigel Le Quesne 2021 £435,000 £2,913 £130,500 £706,504 n/a £43,500 £1,318,417 £481,413 £837,004

2020 £420,000 £2,913 £133,770 £420,001 n/a £42,000 £1,018,684 £464,913 £553,771

Martin Fotheringham 2021 £316,925 £2,976 £95,078 £540,141 n/a £31,693 £986,813 £351,594 £635,219

2020 £306,000 £2,976 £90,500 £320,831 n/a £30,600 £750,907 £339,576 £411,331

Wendy Holley 2021 £241,500 £2,954 £48,300 £113,423 £59,740 £12,075 £447,992 £256,529 £221,463

2020 £230,000 £2,913 £31,395 £75,368 n/a £11,500 £351,176 £244,413 £106,763

1 Base salaries were increased effective 1 January 2021; the figures above represent the increased salaries for the year as disclosed in the prior year Remuneration Report.

2 Benefits provided to Executive Directors include healthcare and annual membership provisions.

3 In 2021, the Executive Directors elected to cap their 2021 annual bonus opportunity to 40% of salary to promote alignment with the wider workforce in regard to annual bonus payouts and the balance between short and long-term incentives as part of the overall pay mix. In 2020, in line

with the philosophy to promote greater alignment with the wider workforce as well as to demonstrate their appreciation, the Executive Directors voluntarily waived more than half of their earned bonus. As such, 2020 bonus payments were reduced by c.54%.

4 Estimated value of 2019 PSP award at 835 pence per share being the average of the closing mid-market share price in the 3 month period ending 31/12/2021. 2018 PSP values have been restated to reflect actual vesting of awards based on a share price of 616p on the date of vesting.

The share price on the date of grant was 330p, therefore £195,001, £148,957 and £34,992 of the CEO, CFO and COO’s 2018 awards were due to share price appreciation. PSP participants are not entitled to any dividends (or any other distribution) and do not have the right to vote in respect

of Shares subject to an Award until the Award vests.

5 The COO received an Award of £59,740 in cash under the EIP in recognition of her contributions to JTC as an employee prior to her appointment as an Executive Director and appointment to the Board. The COO subsequently used this Award to fund her participation in the Placing of new

Ordinary Shares announced on 6 October 2021.

6 Executives receive contributions to the Group Occupational Retirement Plan which is a matched defined contribution plan of up to 10% of salary. Wendy has elected to receive a contribution of 5% of her salary. Contributions will be aligned to the workforce at a rate of 5% of salary by the end of 2022.

2021 ANNUAL BONUS (AUDITED)

The table below summarises our annual bonus framework for 2021 and includes measures that the Committee believes provide a fair balance of rewarding financial and non-financial performance. Each Executive has a personal scorecard with shared financial

and non-financial objectives.

Annual bonus scorecard

Performance is assessed against performance ranges that are defined at the beginning of each performance year, in line with the business plan and investor guidance, as applicable.

Financial measures Strategic measures Underlying EPS Strategic execution and growth

Net organic growth Investor relations EBITDA margin Risk and compliance

Cash conversion ESG, people and culture Efficient capital allocation Commercial & operational efficiency improvements

The detail of the measures, targets and weightings may be varied by the Committee year-on-year based on the Company’s strategic priorities. The achievement of the objectives is measured on a points basis against determination of whether goals were met

and where performance exceeded expectations or was deemed exceptional.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ANNUAL REPORT ON REMUNERATION CONTINUED

BONUS SCORECARD – FINANCIAL MEASURES (AUDITED)

The table below sets out performance against the financial targets under the annual bonus scorecard which comprise a weighting of 60% for the CEO and CFO and 50% for the COO on a combination of the following measures, with performance ranges set

based on a sliding scale of challenging targets.

Group financial metrics Threshold Target Maximum 2021 Performance

Underlying EPS performance

versus financial consensus

Lower quartile

ofaverage

consensusrange

Median of average

consensus range

Upper quartile

ofaverage

consensusrange

Achieved second quartile of average consensus range.

Net organic growth 8% 9% 10% Achieved net organic growth of 9.6%, above the target performance.

EBITDA margin 33% 35% 38% Achieved overall EBITDA margin of 32.8%, just falling short of 33% at threshold.

Cash conversion

(in line with guidance)

85% 87.5% 90% 87% cash conversion, in line with guidance range.

Efficient capital allocation WACC / ROCE >1.25 WACC / ROCE >1.33 WACC / ROCE 1.5 WACC / ROCE of 1.43, which was above the target level of performance.

Commercial & operational

efficiency improvements

Demonstrate sound strategic and commercial judgement in the

acquisitionselection process and effect swift integration strategies

Successful integration of INDOS and RBC Cees (ES) in the year, with INDOS providing an exceptional strategic acquisition in line with JTC’s

Galaxyplan and ES providing outstanding financial returns, including a margin improvement whereby it moved from being a loss making

business to one that was achieving normal JTC margins by the final month of 2021.

Demonstrate revenue uplifts/cross sales which support organic growth The Chief Commercial Officer remit has been widened with the implementation of strategically important programmes to drive further

organic growth. Additionally, there have been more than £1m of additional cross sales in 2021, almost twice as much as in 2020.

Demonstrate three technology enabled solutions effecting

commercialimprovements

Commercial improvements established through the successful implementation of Stock Reconciliation workflow software, Blueprint 2 NAV

automation, and Bank reconciliation technology.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ANNUAL REPORT ON REMUNERATION CONTINUED

BONUS SCORECARD – FINANCIAL MEASURES (AUDITED)

The table below sets out performance against the non-financial targets under the annual bonus scorecard, which comprise a weighting of 40% for the CEO and CFO and 50% for the COO. Non-financial performance categories reflect short-term operational

and strategic priorities of the business that are critical to our continued success and are assessed based on key milestones or performance in line with our business plan on a combination of the following measures.

Non-financial metrics 2021 Group objectives

Strategic execution

andgrowth



In accordance with our Jurisdictional Strength Index (JSI), a proprietary system that grades both the current JTC internal strength and overall market attractiveness of a given jurisdiction, we achieved overall improvements

of 7.5% and 4% for the ICS and PCS Divisions, respectively, across all jurisdictions. This resulted in an overall improvement of 6% across the entire business.



The acquisition of ES, a market-leading provider of employer solutions, significantly enhanced the JTC’s service portfolio. Through JTC’s integration process, the Company has been able to transform ES into a profitable

business, in line with typical JTC margins, by the end of 2021.



Recent acquisitions of SALI Fund Services, Segue Partners, and Essential Fund Services reflect strategically important and high-quality additions that further expand JTC’s footprint and growth potential in the United

States; all acquisitions have had a positive start with strong levels of early engagement and cultural alignment with JTC.



Recent completed acquisition of Ballybunion Capital enhances JTC’s fund services presence in Ireland and, in conjunction with INDOS, accelerates JTC’s future growth in the Irish AIFM market.



JTC continues to establish a growing presence in the Middle East. In 2021, JTC appointed an Associate Director within its PCS division to bolster its team in Dubai.

Investor relations



JTC continued to establish deep relationships with institutional investors and other relevant capital markets participants, completing Investor Roadshows in April and September; plus fundraising roadshows in April and

October, to reinforce JTC’s strategic vision for the Galaxy era and long-term investment case. During 2021, JTC retained its shareholders and expanded its register widely with a total of 58 new investors from both Europe

and the US.



JTC also proactively engaged with all of the top 20 institutional shareholders (representing 67.9% of the issued and outstanding JTC shares as of December 10, 2021, this being the date of reporting of the final share

register analysis of 2021) and completed 30 one-to-one meetings with institutional target non-holders to seek feedback and promote an active and constructive dialogue about the JTC business.



JTC continued to strengthen the quality of its financial reporting and communications – consistent and overwhelmingly positive written feedback comments received from 52 institutions across the full year and interim results.

Risk and compliance



There were no material risk events or losses during 2021. Furthermore, the enhanced Group Risk Appetite Statement was discussed and approved by the Board during the year which provides JTC with a robust basis in

continuing to mature the risk framework consistent with organisation size, development and growth.



The Group Risk Register has continued to evolve with the introduction of improved criteria aimed at achieving consistent assessment of risk levels. The implementation of Group-wide risk escalation procedures enables

better assessment of the impact and likelihood of key risks with clearer identification of principal and emerging risks.



JTC implemented a new operational model to further strengthen its enterprise risk management framework. The model clearly delineates three areas of risk management responsibility, incorporating an independent third

line of defence (Internal Audit or “IA”). Progress was made in adapting procedures to differentiate clearly between first and second line activities (e.g. new business approval and acceptance) and clearer risk ownership

accountabilities with risk management being a key measure for employee performance.



Appointment of a new strategic role, the Group Head of Regulatory Affairs, to enhance the approach to regulatory engagement. JTC has sought to build upon strong regulatory relationships in key jurisdictions and received

good outcomes from routine regulatory inspections – a strong foundation and performance in light of the increased regulatory scrutiny across the industry during 2021. Additionally, relationship management ensured

more measured regulatory dialogue in key markets.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

Non-financial metrics 2021 Group objectives

ESG, people

andculture



In 2021, JTC was named the winner of a major industry award for ‘Best Overall Performance in Fostering Employee Share Ownership’ Award (for companies with 501 – 5,000 employees) by ProShare, which serves as a

strong endorsement of JTC’s approach to embedding shareholder ownership across the organisation.



During the year, JTC built on their established ESG framework, as disclosed in the 2020 Annual Report. In 2021, JTC met its target to become a Carbon Neutral+ organisation, third party accredited by Carbon Footprint,

andthrough the purchase of high quality carbon offsets became a certified Carbon Neutral+ organisation prior to the year-end. JTC also proactively sought feedback on its ESG strategy and disclosures from our largest

shareholders and the feedback on JTC’s approach and progress relative to peers and similar size companies was overwhelmingly positive. JTC continues to improve the quality of ESG disclosure. Including through a newly

created ESG section on the JTC website.



JTC completed and tested Phase 1 of the talent management framework which includes a system based succession planning process designed to secure the future of key positions across the organisation.



Employee turnover (for regretted leavers) was below the self-imposed benchmark of 10%, demonstrating JTC’s strong employee retention across all jurisdictions.



Continued to reinforce distinctive ‘Ownership for All’ culture. All measures in relation to JTC’s Shared Ownership culture were met, including a successful distribution of the Odyssey era EIP award. JTC launched a

self-service portal to simplify and promote share ownership by enabling employees to easily access and manage their awards.



JTC also delivered the global roll out of the Divisional Balanced Scorecard, as planned, and also launched the ‘People’ KPI for the Group to further reinforce the Company’s strategic focus on people and culture.

2021 ANNUAL BONUS OUTCOMES FOR EXECUTIVE DIRECTORS

The Committee conducted a comprehensive analysis in respect of the progress achieved against the financial and non-financial measures. Overall, it was concluded that 2021 was a successful year, marked by strong performance financially and execution against

our five strategic areas.

The Committee assesses the performance delivered for each financial and non-financial metric against pre-established targets to derive an overall holistic performance grade for the total scorecard, in line with JTC’s 10-point range which is used throughout

the organisation which also incorporated expected behaviours. The Committee awarded a score of 8.5 out of 10 for the CEO and CFO and 8.0 out of 10 for the COO.

Each Executive Director is eligible for a maximum annual bonus opportunity of 100% of salary. For 2021, consistent with the ‘stakeholder mentality’ and a desire to promote a shared alignment with the remuneration framework in place for the wider Group,

the Executive Directors elected to cap their maximum opportunities to 40% of salary. The table below sets out the basis on which the potential 2021 annual bonus award is calculated as a % of maximum opportunity and also the outturns with the self-nominated

cap of 40% of salary.

TOTAL SCORECARD PERFORMANCE GRADE

Bonus % award 6 7 8 9 10

All Executives based on Policy Maximum 30% 50% 67% 83% 100%

Capped at 40% for 2021 10% 19% 20% 39% 40%

The following table sets out the outcome of the 2021 annual bonus, based on the total scorecard performance grade and reflecting the elected 40% of salary cap for each Executive Director:

Max opportunity

(% of salary)

2021 capped

opportunity

(% of salary)

Outturn

(% of salary

andmax)

Outturn

Nigel Le Quesne 100% 40% 30% £130,500

Martin Fotheringham 100% 40% 30% £95,077

Wendy Holley 100% 40% 20% £48,300

The Remuneration Policy states that any bonus earned in excess of 50% of salary should be deferred into shares on a net of tax basis for 3 years. As such, there will be no deferral of bonuses this year.

ANNUAL REPORT ON REMUNERATION CONTINUED

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ANNUAL REPORT ON REMUNERATION CONTINUED

PSP AWARDS VESTING IN 2021 (AUDITED)

The 2019 PSP award is subject to financial and business plan performance conditions, as applicable, ending on 31 December 2021. We have set out the final vesting details and related performance assessment considerations of the award below.

All Executive Directors are subject to the financial vesting conditions, including relative TSR and EPS performance. For the Chief Executive Officer and the Chief Financial Officer, 100% of vesting is subject to relative TSR and EPS performance. For the Chief

Operating Officer, 67% of vesting is relative to TSR and EPS performance and the balance is linked to a Group business plan condition. Please see the section below for further details.

– The relative TSR performance condition underscores our commitment to share price outperformance. Median TSR performance versus the FTSE Small Cap Index results for threshold vesting (i.e. 25% of maximum), rising to full vesting for upper quartile

performance versus the FTSE Small Cap Index. This relative TSR benchmark was the relevant FTSE Index at the time the PSP awards were granted in 2019, which was prior to JTC’s admission to the FTSE 250 Index. JTC’s TSR performance to 31 December

2021 was positioned at 88th percentile against the FTSE Small Cap Index. As such, there is full vesting of the relative TSR element.

– The EPS performance condition was originally set with reference to available analyst forecasts. EPS of 21.63p results in threshold vesting (i.e. 25% of maximum) and EPS of 27.04p qualifies for full vesting. For the year ending 31 December 2021, JTC’s

underlying EPS was 25.55p and as such this element of the award qualified for 72.5% vesting.

For the Chief Operating Officer, 33% of vesting is tied to the Group business plan performance condition, further described below.

In 2021, following the completion of the Odyssey Era business plan (2018 – 2020), JTC entered the new Galaxy Era for which a new 5-year business plan was established (2021 – 2025). The Group business plan performance condition was therefore assessed

against JTC’s delivery against its Odyssey Era business plan ambitions and important foundations that were established to enable early progress and delivery against its Galaxy Era business plan ambitions, as demonstrated by tangible outcomes and shareholder

value creation over the performance period. Strategically, these included five business plan pillars (Financial, Risk, Management, Organic Growth and Inorganic Growth) and 12 business plan elements; each element was assigned a potential value of 10 as part

of the performance assessment. The details of the Galaxy Era business plan are not disclosed in full as they are considered commercially sensitive; however, the salient highlights are described below.

The Committee reviewed JTC’s performance highlights against the business plan ambitions over the past three years and was satisfied that vesting of 72% was warranted on account of the early progress and delivery against the Galaxy Era business plan, as

well as shareholder value of 133% created over the three year period.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ANNUAL REPORT ON REMUNERATION CONTINUED

Pillars Highlights over the 3-year performance period

Financial

Becoming a $1bn+ business (by market

capitalisation) to achieve the scale

required to enable capital raising and

additional growth funding; delivering a

margin of at least 33%, organic growth

ofc. 8 – 10% per annum at a Group level,

and a long-term cash conversion rate of

c.85 – 90%.

3-year average performance:

– Operating margin: 33.8%

– Organic growth: 8.6%

– Cash conversion: 88.6%

– Following JTC’s ascent to the FTSE 250 Index in November 2020, and the completion of two significant fundraises totalling c.£145 million, both demonstrating investor support for the business

– Raising an increased banking facility of £225m in October 2021 to replace the existing £150m facility

Organic growth

Capturing market share, expanding

JTC’score service and product offerings,

and expanding JTC’s global network

andplatform.

Organic growth highlights include:

– Double digit growth in new business wins delivered in each of the 3 years, exceeding business plan expectations

– JTC has been consistently recognised as a trusted leader in trust and fund administration in Jersey, the UK, and MENA over the past 3 years, including recognition as a ‘Tier 1’ trust company for the fifth

consecutive year by ePrivateClient and ‘ESG Fund Administrator’ of the year by Drawdown Awards

– Developed and executed JTC’s Future of Banking Strategy which aims to simplify the processing of legacy banking platforms to remove inefficiencies, reduce operating costs, and reduce risk through

automation while also capitalising on new opportunities such as the provision of foreign exchange services

– Material product and service offering expansion, including registrars services, depositary and operational due diligence services in the UK, new employee retirement and reward services, new corporate

services in Ireland, new Manco services in Luxembourg, and specialised fund administration and IDF structuring services in the US market

Inorganic growth

Successfully completing and integrating

acquisitions; increasing the scale in

existing markets through external

growthopportunities; and entry into

newmarkets.

Inorganic growth highlights include:

– Completed 13 deals over the 3-year performance period in line with JTC’s commercial investment filters; integration is ongoing for acquisitions that were completed or announced in 2021

– Successfully increased scale in strategically important markets, including growth of the UK team by nearly tenfold and near doubling of the Luxembourg team over the past three years

– Continued investment in the U.S. fund administration market, with the acquisitions of NESF, Segue, SALI, and EFS

– Continued investment in Ireland with the acquisition of Ballybunion and INDOS

– New and innovative solutions delivered to drive M&A integration, operational efficiencies, and margin improvement, including new Stock Reconciliation Workflow (SRW) software, the Blueprint 1 and 2 programmes

Risk

Maturing JTC’s cybersecurity framework

to ensure continued security of data

records and systems.

Ensuring the Company meets the

regulatory and compliance requirements

applicable to JTC and the expectations

ofits clients and investors.

– Continued to evolve JTC’s cyber strategy, including the adoption of the National Standards & Technology (NIST) Cyber Security Framework; the alignment of JTC’s Policies, Standards, and Procedures to ISO

27001 Standards; and the achievement of advanced industry certifications and qualifications related to cyber security risk management

Management

Minimise staff turnover.

Maximise staff potential.

Becoming an ‘employer of choice’.

Becoming carbon neutral by the

endof2021.

– 3 year average labour turnover rate remains well below the self-imposed benchmark of 10%, demonstrating a culture of high engagement at JTC

– Continued evolution of the JTC Academy over the past 3 years, including investment in key initiatives such as leadership and management development programmes; induction and skills development;

Group-wide talent development activities; and sponsorship of professional education opportunities to support the lifelong learning and growth of employees around the world

– JTC was also recognised by ProShare for its distinctive Shared Ownership culture in 2021

– Successfully achieved target of becoming Carbon Neutral by the end of 2021; achievement of Carbon Neutral+ accreditation certifies that JTC has offset more than its calculated carbon emissions each year

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ANNUAL REPORT ON REMUNERATION CONTINUED

The table below summarises the vesting outcomes based on performance assessed for each measure over the performance period ended 31 December 2021.

Performance measures

Indicative vesting

(% of element)

Total indicative

vesting (% of

maximum)

Total indicative

vesting

(No. Shares)Measure Weighting

Nigel Le Quesne TSR 50% 100% 86% 84,611

EPS 50% 72.5%

Martin Fotheringham TSR 50% 100% 86% 64,688

EPS 50% 72.5%

Wendy Holley TSR 33% 100% 82% 13,584

EPS 33% 72.5%

Group Business Plan 33% 72%

2021 PSP AWARDS (AUDITED)

During the year ended 31 December 2021, Executive Directors received a conditional award of shares which may vest after a three year performance period ending on 31 December 2023, based on the achievement of stretching performance conditions.

The maximum levels achievable under these awards are set out in the table below:

Max. Award

(% of salary)

Max. Award

(£) No. Shares

Performance measures

Holding period

Measure Weighting

Nigel Le Quesne 150% £652,500 99,466 TSR 50% 2 years

EPS 50%

Martin Fotheringham 150% £475,388 72,467 TSR 50% 2 years

EPS 50%

Wendy Holley 150% £362,250 55,221 TSR 50% 2 years

EPS 50%

1 Face value of award based on the 3-day average share price to 20 May 2021 being £6.56.

2 Executive Directors are required to hold vested awards for a period of two years following vesting so as to further strengthen the long-term alignment of Executives’ remuneration packages with shareholders’ interests and, if required, to facilitate the implementation of provisions related to clawback.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ANNUAL REPORT ON REMUNERATION CONTINUED

The targets for the 2021 PSP award are outlined below. EPS targets are set with reference to available analyst forecasts and projected in line with expected organic growth.

Performance over the period % of element vesting Performance over the period % of element vesting

TSR vs. FTSE 250 index (excluding real estate and investment trusts) Below Median 0% Straight-line vesting

occurs between points

Underlying EPS Below 30p per share 0% Straight-line vesting

occurs between points

Equal to Median 25% 30p per share 25%

Equal or Exceeds

Upper Quartile

100% Equal to Exceeds

37.5p per share

100%

STATEMENT OF DIRECTORS’ SHAREHOLDINGS AND INTERESTS IN SHARES (AUDITED)

As at 31 December 2021 the Directors have significant shareholdings in the Company, as follows:

Unvested shares

% Interest in

voting rights

Shareholding

Shares legally

owned as at 31

December 2021

With performance

conditions

Without

performance

conditions

PSP awards DBSP awards

Requirement

(% of salary)

Shareholding as at

31 December

2021 (% of

salary)

Requirement met?

Executive Directors

Nigel Le Quesne

10,577,310 297,328 – 7.17% 150% 22,899% Yes

Martin Fotheringham

677,472 220,151 – 0.46% 150% 1,958% Yes

Wendy Holley 367,107 85,546 – 0.25% 150% 1,716% Yes

Non-Executive Directors

Mike Liston 45,452 n/a n/a 0.03% n/a n/a n/a

Dermot Mathias 25,863 n/a n/a 0.02% n/a n/a n/a

Michael Gray 17,242 n/a n/a 0.01% n/a n/a n/a

Erika Schraner 16,129 n/a n/a 0.01% n/a n/a n/a

1 Includes Ordinary Shares held by Ocean Drive Holdings Limited, a company in which Nigel Le Quesne is beneficially interested.

2 As announced by the Company on 4 June 2021, Martin Fotheringham sold 46,800 shares on 3 June 2021 as part of a personal estate planning exercise. Mr. Fotheringham sold an additional 723,869 shares on 9 June 2021 as part of this same exercise. Mr. Fotheringham subsequently purchased

200,000 Shares on 23 July 2021 and 87,500 Shares on 20 August 2021 in the market. Mr. Fotheringham participated in the Placing of the Company’s Shares announced on 6 October 2021, acquiring 389,972 Shares.

3 In accordance with LR 9.8.6. there have been no further changes in the interests of each Director during the period, nor in the period from 1 January 2022 to the date of this report.

4 Share price as of 31 December 2021 was £9.16.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ANNUAL REPORT ON REMUNERATION CONTINUED

TOTAL SHARE AWARDS GRANTED (AUDITED)

The table below sets out details of the Executive Directors’ outstanding share awards as at 31 December 2021.

Award No. Shares

1,2

Max. Award as

% of salary

Value at

date of grant

% Vesting at

threshold

performance

Performance

period

Hold

Nigel Le Quesne PSP 2019 98,100 75% £294,300 25% 01.01.2019 – 31.12.2021 2 years

PSP 2020 99,762 100% £420,000 25% 01.01.2020 – 31.12.2022 2 years

PSP 2021 99,466 150% £652,500 25% 01.01.2021 – 31.12.2023 2 years

Total 297,328

Martin Fotheringham PSP 2019 75,000 75% £225,000 25% 01.01.2019 – 31.12.2021 2 years

PSP 2020 72,684 100% £306,000 25% 01.01.2020 – 31.12.2022 2 years

PSP 2021 72,467 150% £475,388 25% 01.01.2021 – 31.12.2023 2 years

Total 220,151

Wendy Holley PSP 2019 16,667 25% £50,000 25% 01.01.2019 – 31.12.2021 2 years

PSP 2020 13,658 25% £57,500 25% 01.01.2020 – 31.12.2022 2 years

PSP 2021 55,221 150% £362,250 25% 01.01.2021 – 31.12.2023 2 years

Total 85,546

Total 603,025

1 PSP Share awards are nil cost (in the case of existing shares) or the nominal value of the Shares if newly issued. All PSP awards made to date are nil cost.

2 Number of shares awarded calculated based on the average of the middle market quotations in the three immediately preceding days prior to the date of Grant (2019: £3.00, 2020: £4.21, 2021: £6.56).

3 The vesting of awards is subject to continued employment and achievement of performance conditions over the performance period. The awards will vest on the date the Committee determines the extent to which performance conditions have been satisfied.

4 Executive Directors are required to hold vested awards for a period of two years following vesting so as to further strengthen the long-term alignment of Executives’ remuneration packages with shareholders’ interests and, if required, to facilitate the implementation of provisions related to clawback.

LOSS OF OFFICE PAYMENTS (AUDITED)

No loss of office payments were made during the year.

PAYMENTS TO PAST DIRECTORS (AUDITED)

No payments to past Directors were made during the year.

FEES RETAINED FOR EXTERNAL NON-EXECUTIVE DIRECTORSHIPS

Executive Directors may hold positions in other companies as Non-Executive Directors subject to the prior approval of the Chairman. Executive Directors are also permitted to retain fees for these appointments subject to Board approval. None of the Executive

Directors currently hold positions in other companies.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ANNUAL REPORT ON REMUNERATION CONTINUED

RELATIVE SPEND ON PAY

The table below shows the relative 2021 expenditure of dividends against employee costs compared to 2020. These figures are underpinned by amounts from the

Notes to the Financial Statements.

Year-on-year increases 2021 2020 Annual increase %

Dividends paid in financial year £9.1m £7.1m 28%

Total employee costs

£89.5m £57.4m 56%

1 Employee costs in 2021 increased year-over-year due to the vesting of the initial 50% tranche of the first EIP awarded since the adoption of the plan by the Board following JTC’s IPO

in 2018, and an accounting provision for the vesting of the second 50% tranche in July 2022, subject to the achievement of the applicable performance conditions. Excluding this

expense of c.£14.5m, the annual increase in employee costs of 31% would be in line with the increase in dividends.

ALIGNMENT BETWEEN PAY AND PERFORMANCE

Total shareholder return (“TSR”) performance

The following graph shows, for the financial year period ended 31 December 2021 and for each of the financial year ends since JTC Group’s IPO, the TSR on a holding

of JTC’s ordinary shares of the same kind and number as those by reference to which the FTSE250 is calculated. The Committee feels that the FTSE 250 is the

appropriate comparator index given JTC’s admission to the FTSE 250 on 16 November 2020. However, we note that our 2020 PSP award will measure performance

over the FTSE Small Cap in line with our prior constituency within that index.

The TSR graph represents the daily value of £100 invested in JTC Group on 12 March 2018, compared with the value of £100 invested in the FTSE 250 Index over the

same period. JTC’s TSR since IPO has grown by 227% which is significantly higher than both the FTSE 250 (28% growth) and FTSE Small Cap (44% growth). This strong

growth continues to reinforce JTC’s solid investment case since our admission to the FTSE 250 Index in November 2020, including the success of the Odyssey Era

which has positioned JTC for further growth into the new Galaxy Era.

The Committee believes that the Policy and the supporting reward structure provide a clear alignment with the strategic objectives and performance of the Company.

The table below shows the CEO’s total remuneration since IPO and the achieved annual variable and long-term incentive pay awards as a percentage of the plan maxima.

2021 2020 2019 2018

Single total figure of remuneration £1,318,417 £1,018,684 £630,697 £538,239

Annual bonus award against maximum % 30%

42%

67%

80%

PSP vesting rates against maximum opportunity % 86%

100%

n/a n/a

1 The Executive Directors elected to cap their 2021 annual bonus opportunity to 40% of salary. The bonus outturn for the CEO was 30% of salary; the maximum shown here reflects

the outturn against the Policy maximum of up to 100%.

2 Represents the value of the annual bonus following the voluntary reduction by the CEO. In 2020 and 2019, the CEO waived part of his bonus (representing c.38% and 15% of salary in

each of the respective years) in order to better align with the remuneration outcomes for the wider workforce; the funds waived were reinvested in the wider bonus pot for employees.

3 Reflects the final PSP vesting of the 2018 and 2019 PSP awards.

Percentage change in Director Remuneration

The table below shows the percentage year-on-year change in salary, benefits and annual bonus for all Directors compared to the average of all employees in the

UK, which JTC believes is the most appropriate peer group as it provides consistency with the CEO pay ratio methodology.

JTC made an acquisition in 2021 and the number of employees in the UK quadrupled since 2020. As such, the data set of UK employees has changed significantly

given that historically the number of employees in the UK was relatively small. Due to legacy arrangements in the acquired businesses, the average salary for the

larger employee population is lower and benefits have increased. However, annual bonuses for the workforce have increased slightly year-on-year.

£100

£90

£80

£70

£60

£50

£40

£30

£20

£10

£0

Dividends Paid In Financial Year

Millions

Relative importance of spend on pay

2020 2021

Total Employee Costs

2020 2021

350

300

250

200

150

100

£0

TSR rebased to 100 on 12 March 2018

JTC's TSR vs. FTSE Small Cap and FTSE 250

Mar 2018 Dec 2018 Dec 2019 Dec2020 Dec 2021

JTC FTSE 250 FTSE SmallCap

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ANNUAL REPORT ON REMUNERATION CONTINUED

The Executive Directors received salary increases within the year; increases in benefits are minimal and reflect the year-on-year increase in cost for the same benefits. The Executives elected to cap their 2021 annual bonus opportunity to 40% of salary to

promote alignment with the wider workforce in regard to annual bonus pay-outs and the balance between short and long-term incentives as part of the overall pay mix. As a result, the CEO’s bonus is slightly lower compared with 2020, whilst the CFO’s is

slightly higher and as a result of his performance in the period. The COO’s bonus has increased year-on-year; however, this reflects her higher bonus opportunity than compared with last year.

2021

Salary % Benefits % Annual bonus %

Executive Directors

Nigel Le Quesne 3.6% 0.0% -2.4%

Martin Fotheringham 3.6% 0.0% 5.1%

Wendy Holley 5.0% 1.4% 53.8%

Non-Executive Directors

Mike Liston 0.0% n/a n/a

Dermot Mathias 0.0% n/a n/a

Michael Gray 0.0% n/a n/a

Erika Schraner 0.0% n/a n/a

Average pay for UK employees -11.4% 76.9% 4.4%

CEO PAY RATIO

As a non-UK incorporated company with fewer than 250 UK employees, JTC is not required to adhere to the CEO pay reporting regulations. The Committee is keen, however, to ensure that disclosure in relation to executive pay is transparent and has chosen

to make a voluntary disclosure of CEO pay ratios.

JTC has adopted ‘Option A’ as its methodology to calculate the pay ratio as it believes it is the most comparable and relevant methodology:

– Determine the total FTE remuneration for all the Company’s UK employees for the relevant financial year

– Rank those employees from low to high, based on their total FTE remuneration

– Identify the employees whose remuneration places them at the 25th, 50th (median) and 75th percentile points. These employees were identified as of 31 December 2021.

Year Method

25th percentile

pay ratio Median pay ratio

75th percentile

pay ratio

2021 Total FTE remuneration for all UK employees 41 29 17

2020 Total FTE remuneration for all UK employees 29 21 11

1 Figures have been restated to account for changes to the single figure in 2020 in relation to the calculation of benefits and PSP.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ANNUAL REPORT ON REMUNERATION CONTINUED

Due to the small subset of employees included within the analysis for calculating the pay ratios, the Committee is aware of the data sensitivity in publishing the salaries and bonuses of the employees at each quartile. As such, the Committee has decided not

to disclose this data publicly, but will review this in future as the JTC employee numbers in the UK grow.

This ratio shows that the CEO’s pay is 29x greater than the median average of all of JTC’s UK employees compared to 21x in 2020. The year-on-year increase in median pay ratio is due partially to a change in UK incumbent employees which has reduced the

absolute pay quartiles. As referenced, there is a small subset of employees in the UK and as such the pay quartiles are sensitive to changes in composition.

In 2021, the CEO’s increase in pay was driven primarily by the vesting of the 2019 PSP award which vested at 86% of maximum. In addition, JTC’s share price has seen strong growth since the date of grant for the award and had grown in value by 150%.

We anticipate that in future the ratios will continue to be volatile in line with JTC’s financial performance and share price performance.

SINGLE TOTAL FIGURE OF REMUNERATION FOR NON-EXECUTIVE DIRECTORS (AUDITED)

The table below sets out the total remuneration payable to each Non-Executive Director for the year ended 31 December 2021.

Single Total Figure Of Remuneration Chairman BASE SID

Audit & Risk

Committee Chair

Remuneration

Committee Chair Total

Mike Liston 2021 £100,000 n/a n/a n/a n/a £100,000

2020 £100,000 n/a n/a n/a n/a £100,000

Dermot Mathias 2021 n/a £60,000 £10,000 £5,000 n/a £75,000

2020 n/a £60,000 £10,000 £5,000 n/a £75,000

Michael Gray 2021 n/a £60,000 n/a n/a £10,000 £70,000

2020 n/a £60,000 n/a n/a £10,000 £70,000

Erika Schraner 2021 n/a £60,000 n/a n/a n/a £60,000

2020 n/a £60,000 n/a n/a n/a £60,000

IMPLEMENTATION OF THE REMUNERATION POLICY DURING 2022

This section provides details of how the Remuneration Policy will be implemented for 2022 subject to gaining shareholder approval of the revised Remuneration Policy at the forthcoming AGM.

BASE SALARY

The proposed annual rates of base salaries of the Executive Directors from 1 January 2022 are detailed below; the average increase for the wider workforce is 2.9%.

Group financial metrics Base salary Effective date Increase Reason

Nigel Le Quesne £447,615 1 January 2022 2.9% In line with that of the wider workforce

Martin Fotheringham £326,116 1 January 2022 2.9% In line with that of the wider workforce

Wendy Holley £248,504 1 January 2022 2.9% In line with that of the wider workforce

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ANNUAL REPORT ON REMUNERATION CONTINUED

Salary adjustments are generally considered in the context of market conditions, performance of the individual, new challenges or a new strategic direction for the Company. There may be occasions when the Committee needs to recognise circumstances

including, but not limited to: an individual’s development in the role, a change in the responsibility and/or complexity of the role. In these circumstances, the Committee may determine that a higher annual increase than the average for the workforce is

appropriate. The Committee will consult with shareholders ahead of time and the rationale will be disclosed to shareholders in the Remuneration Report.

BENEFITS AND PENSION

In line with the Policy, Executive Directors will continue to receive life assurance, pension contributions, private medical insurance and other de minimis benefits in kind. The average employer contribution rate in the UK and Jersey for employees is 5%.

This increases to 7% – 10% for senior management.

Executive Directors are eligible for matched pension contributions up to 10% of salary. The CEO and CFO currently receive a contribution of up to 10% of salary, the COO has elected to receive a pension contribution equal to 5% of her salary. Following a

review in terms of the alignment of pension contributions between incumbent Executives and the wider workforce, the Committee has proposed that by the end of 2022 pension contributions for incumbent and future Executive Directors will be fully aligned

with that available to the workforce. The current average rate available for the workforce in the UK and Jersey is 5% of salary.

ANNUAL BONUS

As noted, Executive Directors will have a maximum annual bonus opportunity for 2022 of up to 100% of salary as per the Policy. The maximum annual bonus opportunity, which, in all cases will be no more than the maximum permitted by the Policy, will be

agreed annually with input from the Executive Directors, taking into consideration factors such as, but not limited to, the alignment of payout outcomes and pay mix with the wider workforce.

A combination of financial and non-financial weightings will be retained for Executive Directors, with financial measures comprising at least 50% of the total weighting. Annual bonus performance measures will be aligned with JTC’s Group business plan to

incentivise the achievement of annual delivery targets. All Executive Directors have shared financial measures to reinforce a common focus on creating shareholder value and to align with best practice. The Executive Directors’ specific objectives under each

theme are considered commercially sensitive and as such will be reported in the following financial period.

Group financial metrics Nigel Le Quesne Martin Fotheringham Wendy Holley

Financial metrics 60% 60% 50%

Underlying EPS   

Group net organic growth   

EBITDA margin  

Cash conversion   

Efficient capital allocation  

Deliver commercial and operational efficiency improvements   

Non-financial metrics 40% 40% 50%

Strategic execution and growth   

Investor relations  

Risk and compliance   

ESG, people and culture   

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ANNUAL REPORT ON REMUNERATION CONTINUED

PERFORMANCE SHARE PLAN

For 2022, Executive Directors will be granted PSP awards with a maximum face value of 150% of salary and vesting linked to JTC’s TSR performance (relative to the FTSE 250 Index, excluding real estate and investment trusts) and EPS performance over a three

year period. The Committee believes that the maximum long-term incentive award provides a strong incentive for management to focus on executing the global growth strategy to position JTC firmly as a leader in fund, corporate, and private client services.

It also rewards the achievement of sustainable per share returns, in a manner that is aligned with the long-term shareholder interests.

Under the PSP, performance share awards will be made in April 2022, in line with our shareholder approved Policy. The number of shares over which awards will be made is determined by the 3-day average share price prior to date of award. The Committee

intends to make PSP grants to each of the Executive Directors as set out below, subject to shareholder approval, with values based on salaries effective 1 January 2022 as set out below. Actual award values and shares granted will be disclosed in next year’s

Annual Report.

Group financial metrics % of salary PSP value £ TSR EPS

Nigel Le Quesne 150% £671,423 50% 50%

Martin Fotheringham 150% £489,174 50% 50%

Wendy Holley 150% £372,756 50% 50%

These performance share awards will be subject to three year targets for the following measures: relative TSR; underlying EPS. The targets for the 2022 PSP award are outlined below:

Performance over

the period % of element vesting

Performance over

the period

% of element

vesting

TSR vs. FTSE 250 index (excluding real estate and investment trusts) Below Median 0% Straight-line

vesting occurs

between points

Underlying EPS Below 31p

per share

0% Straight-line vesting

occurs between points

Equal to

Median

25% 31p per share 25%

Equal or

Exceeds Upper

Quartile

100% Equal to

Exceeds 38.7p

per share

100%

SHAREHOLDING REQUIREMENTS

Executive Directors are required to build or maintain a shareholding requirement equivalent to 150% of their base salary. All the Executive Directors comply with this requirement. To align with the requirements of the UK Corporate Governance Code and

emerging best practices, the Committee has decided to adopt post-employment guidelines whereby Executives are required to hold the lower of the in-post shareholding requirement and the incumbent’s level of holding on exiting the business for a period of

2 years. These guidelines are compliant with the IA’s guidelines and echo our ethos of Shared Ownership and wealth creation for all employees.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

ANNUAL REPORT ON REMUNERATION CONTINUED

NON-EXECUTIVE DIRECTORS’ FEES FOR 2022

The Committee reviewed Non-Executive Director fees during 2021. Fees have not been increased since IPO and the Committee was keen to ensure that the additional time and responsibilities spent by the Board members as a result of JTC’s significant growth

in recent years is recognised. As such, fees for the Chairman and additional fees for the roles of Senior Independent Director and Nomination Committee Chair will be increased. For simplicity, the additional fees for SID and Committee Chairs will be equal.

The table below summarises fees for 2022:

Fees

With effect from

1January 2021

With effect from

1January 2022

Chairman £100,000 £120,000

Base £60,000 £60,000

SID £10,000 £10,000

Audit & Risk Committee Chair £5,000 £10,000

Remuneration Committee Chair £10,000 £10,000

Nomination Committee Chair n/a £5,000

SERVICE CONTRACTS

In accordance with general market practice, Executive Directors have a rolling service contract. The Executives have service contracts with JTC (copies of which are available to view at the Company’s registered office) that are terminable on six months’ notice

from the Group and six months’ notice from the Executive Director. This practice will also apply for any new Executive Directors. The Non-Executive Directors’ letters of appointment do not contain provision for notice periods or for compensation if their

appointments are terminated.

The Directors’ Remuneration Report has been approved by the Board and signed on its behalf by:

MICHAEL GRAY

REMUNERATION COMMITTEE CHAIRMAN

14 April 2022

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

Remuneration Policy

INTRODUCTION

This section sets out JTC’s Remuneration Policy for Executive and Non-Executive Directors. The Policy was last approved by shareholders at the 2019 AGM following JTC’s IPO. Since IPO, JTC has grown significantly as reflected in its admission to the FTSE 250.

The Committee has since proposed a small number of minor changes to reflect best practice, as summarised in the Remuneration Committee Chair’s letter. This new Remuneration Policy will be subject to a binding shareholder vote at the 2022 AGM and,

subject to Shareholder approval, will become effective from the date of the AGM and remain in effect for three years.

In reviewing the Policy, the Committee has been mindful of the hugely important role that our Executive Team – and especially the Executive Directors – plays in JTC’s success: their commitment, strategic direction, and sustained ambition have driven the

extraordinary value created in recent years for all of our shareholders. The Committee holds central to its philosophy on executive remuneration the principle that Director remuneration should be closely aligned with the Company’s performance and reflect

good corporate governance.

In this context, a significant proportion of the Committee’s time in 2021 was spent on reviewing the existing Policy with Mercer, the Committee’s advisors, to ensure that it continues to support JTC’s ambitious growth strategy and is strongly performance-

based (with an opportunity for exceptional performance to be appropriately rewarded); is aligned to shareholders’ interests; helps retain, focus, reward our critical senior talent over the next phase of JTC’s journey; and appropriately reflects market and best

practice. Guidance from investor and proxy agencies was also taken into account by the Committee when incorporating the latest minor changes to the Policy.

Alongside the Executive Director reviews, the Policy on the Board and Non-Executive Director fees has been reviewed by the Remuneration Committee to ensure these remain appropriate, reflecting the significant increase in responsibilities and FTSE 250 market practice.

The Remuneration Committee has decided, as a matter of good corporate governance, to adhere to the requirements of the UK remuneration reporting regulations whenever practicable although, as a Jersey registered company, the Company is not technically

required to do so. The UK remuneration reporting regulations contain provisions which make Shareholder approval of the policies of UK-incorporated companies binding. As the Company is not UK incorporated those provisions have no legal effect. However,

the Company has taken steps to limit the power of the Remuneration Committee so that, with effect from the date on which the Remuneration Policy is approved by Shareholders, the Committee may only authorise payments to Directors that are consistent

with the Policy as approved by Shareholders. In that way the Company considers the vote of Shareholders on the Policy to be binding in its application.

The Policy explains the purpose and principles underlying the structure of remuneration packages and how the Policy links remuneration to the achievement of sustained high performance and long-term value creation.

Overall remuneration is structured and set at levels to enable JTC to recruit and retain high calibre colleagues necessary for business success whilst ensuring that:

– our reward structure, performance measures and mix between fixed and variable elements is comparable with similar organisations

– rewards are aligned to the strategy and aims of the business

– the approach is simple to communicate to participants and Shareholders

– particular account has been taken of structures used within FTSE 250 companies, and other comparable organisations.

REMUNERATION POLICY

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

REMUNERATION POLICY CONTINUED

Element of remuneration Purpose and link to Company strategy Operation Maximum opportunity Performance metrics

SALARY Provides a set level of remuneration

sufficient to attract and retain

Executives with the appropriate

experience and expertise.

The Committee takes into account a number of factors when setting

andreviewing salaries, including:

– scope and responsibility of the role

– any changes to the scope or size of the role

– the skills and experience of the individual

– salary levels for similar roles within appropriate comparators

– value of the remuneration package as a whole

There is no set maximum to salary levels or

salary increases.

Salaries are reviewed annually with increases

effective 1 January.

Increases take account of those applied across

the wider workforce; the Committee retains

discretion to award higher increases where

appropriate to take account of market conditions,

performance and/or development of the

individual, a change in the responsibility and/or

complexity of the role, new challenges or a new

strategic direction for the Company.

n/a

BENEFITS Provides benefits sufficient to

attract and retain Executives

withthe appropriate experience

and expertise.

Executive Directors are entitled to benefits in line with our policies which

may include:

– life assurance

– private medical insurance

– certain de minimis benefits in kind

Executive Directors are also eligible to benefits offered to our wider employees.

Where appropriate, our Global Mobility Policy may apply. This may include,

but not be limited to, travel, relocation and tax equalisation allowances.

The Committee recognises the need to maintain

suitable flexibility in the benefits provided to

ensure it is able to support the objective of

attracting and retaining personnel in order to

deliver the Company strategy. The maximum

willbe set at the cost of providing the benefits

described. One-off payments such as legal fees

or outplacement costs may also be paid if it is

considered appropriate.

n/a

PENSION Provides pension contributions

sufficient to attract and retain

Executives with the appropriate

experience and expertise.

Executive Directors are eligible to receive employer contributions to the

Group Occupational Retirement Plan.

Pension benefits for both incumbent and future

Executive Directors will be aligned with the

average percentage contribution or entitlement

available to staff in the relevant market (5% in

Jersey and UK) by the end of 2022.

From the effective date of this Policy through

tothe end of 2022, the former Policy rates

willcontinue with a maximum contribution

of10% of salary.

The Committee reserves the right to review

thiscontribution in the event that the average

workforce rate increases in the future.

n/a

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

REMUNERATION POLICY CONTINUED

Element of remuneration Purpose and link to Company strategy Operation Maximum opportunity Performance metrics

ANNUAL BONUS Variable remuneration that

rewardsthe achievement of

annualfinancial, operational

andindividual objectives integral

to Company strategy.

Objectives are set annually based on the achievement of strategic goals.

At the end of the year, the Committee meets to review performance

against the agreed objectives and determines payout levels.

The Committee may adjust and amend awards in accordance with the

annual bonus rules. Malus and clawback provisions may be applied in

exceptional circumstances.

Maximum opportunity of 100% of annual

basesalary.

In the event the Executive Directors are in receipt

of a bonus equating to more than 50% of their

annual base salary then this additional amount

will be deferred into shares (in the Deferred

Bonus Share Plan “DBSP “) for three years.

Awards are based on financial, operational and individual

goalsset at the start of the year. The Committee reserves the

right to make an award of a different amount produced by

achievement against the measures if it believes the outcome

isnot a fair reflection of Company performance. The split

between these performance measures will be determined

annually by the Committee.

DEFERRED BONUS

SHARE PLAN

Deferred equity reflects the

success of performance-based

bonuses to drive profitability

andbusiness growth and the

importance of the senior managers’

interests being aligned with the

interests of shareholders.

All employees of the Company and its subsidiaries including Executive

Directors will be eligible to participate in the DBSP. It is currently

intendedthat Executive Directors, Senior Managers and certain

managersbelow Senior Manager level will participate.

The Committee may adjust and amend awards in accordance with

theDBSP rules. Malus and clawback provisions may be applied in

exceptional circumstances.

The Executive Directors will participate to the

extent that their annual bonus payout exceeds

50% of their annual base salary.

Shares will be deferred for three years.

The DBSP is designed to incentivise high performance and

mayinclude further financial and non-financial performance

measures, the precise measures and targets will be reviewed

by the Remuneration Committee each year.

The vesting of an award and receipt of shares may be subject

tothe achievement of other conditions to be set by the

Remuneration Committee at the date of grant.

PERFORMANCE

SHARE PLAN

Variable remuneration designed

toincentivise and reward the

achievement of long-term targets

aligned with shareholder interests.

The LTIP also provides flexibility

inthe retention and recruitment

ofExecutive Directors.

Awards granted under the PSP vest are subject to achievement of

performance conditions measured over a three-year period. PSP awards

may be made as conditional share awards or in other forms (e.g. nil cost

options) if it is considered appropriate. Accrued dividends may be paid in

cash or shares, to the extent that awards vest. The Committee may adjust

and amend awards in accordance with the PSP rules. Malus and clawback

provisions may be applied in exceptional circumstances.

In any financial year, the total market value of

shares over which awards can be made under

thePSP to any participant cannot normally

exceed 150% of their annual base salary, but

theplan rules will allow the Remuneration

Committee the discretion to award up to 250%

of annual base salary in exceptional circumstances.

Performance measures are currently EPS and relative TSR,

withequal weighting given to each measure. The Committee

reserves the right to adjust the measures before awards are

granted to reflect relevant strategic targets. The Committee

reserves the right to adjust the outcome produced by

achievement against the measures if it believes the outcome

isnot a fair reflection of Company performance.

SHAREHOLDING

GUIDELINES

To drive long-term, sustainable

growth and to encourage

alignment between the Executive

Directors and shareholders.

Executive Directors are required to build or maintain a shareholding

requirement within a five year period from their appointment date.

Post-cessation, Executive Directors are required to hold on to the lower of:

(1) their share ownership at departure, or (2) their in-post share ownership

guideline (i.e. 150% of annual base salary) for a period of 2 years.

150% of annual base salary for all

ExecutiveDirectors.

n/a

NOTES TO THE POLICY TABLE

Malus and clawback provisions

Recovery provisions may be applied to the annual bonus, DBSP and PSP in certain circumstances including:

– materially inaccurate information

– material breach of employment contact which would include, without limitation, any event or omission by the Executive that contributes to a material loss or reputational damage to the Company

– material breach of any compromise agreement

– material breach of fiduciary duties

Cash bonuses will be subject to clawback, with deferred shares being subject to malus, over the deferral period. PSP awards will be subject to malus over the vesting period and clawback from the vesting date to the third anniversary of the relevant vesting date.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

REMUNERATION POLICY CONTINUED

PERFORMANCE MEASURES AND TARGET SETTING

The measures, weightings and targets are reviewed annually by the Committee who take into consideration a number of factors. These include but are not limited to: the Company’s strategic priorities over the short and long-term, shareholder views, theexecutive

team’s views and the external environment.

The annual bonus is measured against a strategic scorecard which varies year on year based on the Company’s financial and strategic priorities. Key financial metrics are incorporated into the annual bonus reflecting both top-line and bottom-line growth.

The financial metrics reflect JTC’s organic and inorganic growth strategy. Some examples of these include underlying EPS, EBITDA margin, Group net organic growth and cash conversion growth. The Committee also places importance on commercial and

operational efficiency improvements, strategic execution, investor relations, risk and compliance and people and culture.

The PSP is measured against relative TSR and EPS reflecting the need to drive sustainable top-line business performance as well as alignment with long-term value for shareholders and the business.

Targets are set against the plans taking into account analyst forecasts, the Company’s strategic plan and prior year performance.

REMUNERATION SCENARIOS

The total remuneration opportunity for Executive Directors is strongly performance-based and weighted to the long-term. The charts below provide scenarios for the total remuneration of Executive Directors at different levels of performance and are calculated

as prescribed in UK regulations.

Base salary

£2,000

£1,500

£1,000

£500

£0

Thousands

Pension contribution

Minimum Target Maximum Maximum +... Minimum Target Maximum Maximum +... Minimum Target Maximum Maximum +...

Bonus PSP

Scenario Details Scenario Details

Minimum Fixed remuneration only, i.e. base salary and pension contribution

CEO: £447,615 and actual 10% pension contribution

CFO: £326,116 and actual 10% pension contribution

COO: £248,504 and actual 5% pension contribution

Maximum Fixed remuneration as above, plus maximum bonus and full vesting of the PSP award:

Bonus: 100% of salary for all Executive Directors

PSP: 150% of salary for all Executive Directors

Target Fixed remuneration as above, plus target bonus and threshold PSP vesting.

The target bonus being 50% of the maximum and the threshold PSP being 25%

of the maximum, providing for:

a target Bonus award equal to 50% of base salary for all Executive Directors

a target PSP award equal to 37.5% of base salary for all Executive Directors

Maximum + 50% SPA

(SharePrice Appreciation)

As above, plus 50% share price growth over the vesting period for the PSP award

1 As per the Policy table for the financial year 2022, there is a Policy maximum pension contribution of 10% of salary (current incumbents do not currently take the full contribution). However, this will be aligned with the workforce average of 5% of salary effective 31 December 2022.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

REMUNERATION POLICY CONTINUED

REMUNERATION POLICY FOR OTHER EMPLOYEES

As with the Executive Directors, salary for other employees is set at a level sufficient to attract and retain them, taking into account their experience and expertise. Remuneration packages comprise salaries, pension and benefits, cash bonuses and/or employee

share awards.

The Group regards membership of its PSP and DBSP share plans (as described at page 90) as a key part of its reward strategy which also aligns with the interests of employees and other stakeholders. Most employees receive benefits such as individual medical

cover, permanent health insurance and life assurance.

RECRUITMENT POLICY

Consistent with best practice, new senior management hires (including those promoted internally) will be offered packages in line with the Remuneration Policy in force at the time. It is the Remuneration Committee’s Policy that no special arrangements will

be made, and in the event that any deviation from standard Policy and as permitted under the Share Plan Rules is required to recruit a new hire, approval would be sought at the AGM.

The Remuneration Committee recognises that it may be necessary in some circumstances to provide compensation for amounts foregone from a previous employer (“buyout awards”). Any buyout awards would be limited to what is felt to be a fair estimate

of the value of remuneration foregone when leaving the former employer and would be structured so as to be, to the extent possible, no more generous in terms of the fair value and other key terms (e.g. time to vesting and performance targets) than the

incentives it is replacing.

TERMINATION POLICY

In the event of termination, service contracts provide for payments of base salary, pension and benefits only over the notice period. There is no contractual right to any bonus payment in the event of termination although in certain ‘good leaver’ circumstances

the Remuneration Committee may exercise its discretion to pay a bonus for the period of employment and based on performance assessed after the end of the financial year.

The default treatment for any share-based entitlements under the Share Plans is that any outstanding awards lapse on cessation of employment. However, in certain prescribed circumstances, or at the discretion of the Remuneration Committee, ‘good leaver’

status can be applied. In these circumstances a participant’s awards will, ordinarily, vest subject to the satisfaction of the relevant performance criteria and on a time pro-rata basis, with the balance of the awards lapsing.

APPOINTMENT OF DIRECTORS AND SERVICE CONTRACTS

At every AGM, each of the Directors on the Board will retire. A Director who retires at an Annual General Meeting may be re-appointed if they are willing to act as a Director.

All Executive Directors have rolling contracts for service which may be terminated by JTC giving six months’ notice and the individual giving six months’ notice. The Directors’ service contracts are available for shareholder inspection at the Company’s registered office.

The Non-Executive Directors’ letters of appointment do not contain provision for notice periods or for compensation if their appointments are terminated.

REMUNERATION FOR NON-EXECUTIVE DIRECTORS

The fees paid to the Non-Executive Directors are determined by the Board as a whole. Fees are set at a level to reflect the amount of time and level of involvement required in order to carry out the Non-Executive Directors’ duties as members of the Board and

its Committees, and to attract and retain Non-Executive Directors of the highest calibre with relevant commercial and other experience.

Element of remuneration Purpose and link to Company strategy Operation Maximum opportunity

CHAIR & NON-EXECUTIVE

DIRECTOR FEES

Fees are set at a level to reflect the amount

oftime and level of involvement required in

order to carry out their duties as members

ofthe Board and its Committees, and to

attract and retain Non-Executive Directors

ofthe highest calibre with relevant

commercialand other experience.

The fees paid to the Non-Executive Directors are determined by the Board as a whole. The fee paid to the Chair

isdetermined by the Remuneration Committee.

Additional fees are payable for acting as Senior Independent Director and as Chair of the Board’s Audit and Risk

Committee, Nomination Committee and Remuneration Committee.

The Company may reimburse the Chair and Non-Executive Directors for reasonable expenses in performing their duties.

The Chair and Non-Executive Directors do not participate in pension or variable incentives.

Fee levels are set by reference to Non-Executive

Director fees at companies of similar size and

complexity and general increases for salaried

employees within the Company.

The aggregate fees of the Non-Executive Directors,

including the Chair’s fee, may not exceed £1 million

p.a. as set out in the Company’s Articles of Association.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

Directors’ Report

DIRECTORS’ REPORT

ADDITIONAL DISCLOSURES

Additional information which is incorporated by reference into this Directors’ Report, including information required in accordance

with the Listing Rules 9.8.4R of the UK Financial Conduct Authority’s listing rules, has been included elsewhere within the Annual

Report and are incorporated into this Directors’ Report by reference, and can be located as follows:

Pages

Events occurring after the reporting period 140

Future developments 6 to 7

Financial instruments and financial risk management 112

Greenhouse gas emissions 37

Corporate governance report 52 to 96

Employee engagement 38 to 41

Stakeholder engagement 57

Section 172 statement 56

Viability Statement 50

Going Concern Statement 50

Disclosures required pursuant to Listing Rule 9.8.4R can be found on the following pages:

Pages

Allotment for cash of equity securities 121

Details of long term incentive plans 81, 90 and 138

COMPANY STATUS

JTC PLC is public company incorporated in Jersey. It is listed on the London Stock Exchange main market with a premium listing.

COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE

It is a requirement of Listing Rule 9.8.7R that as an overseas company with a premium listing the Company must comply with the

Code or explain in its Annual Report and accounts any areas of non-compliance and the Company’s reasons for this. As at the date

of this Report, the Company complies with the UK Corporate Governance Code published by the Financial Reporting Council.

SUBSIDIARY COMPANIES

JTC operates through a number of subsidiaries in various different countries. The list of subsidiaries is available at note 33 to the

Consolidated financial statements.

FORWARD-LOOKING STATEMENTS

Where this Annual Report contains forward-looking statements, these are based on current expectations and assumptions, and

speak only as of the date they are made. These statements should be treated with caution due to the inherent risks, uncertainties

and assumptions underlying any such forward-looking information.

The Company cautions investors that a number of factors, including matters referred to in this document, could cause actual

results to differ materially from those expressed or implied in any forward-looking statement. Such factors include, but are not

limited to, those discussed under principal risks and uncertainties on pages 45 to 49.

Forward-looking statements can be identified by the use of relevant terminology including the words: ‘may’, ‘will’, ‘seek’, ‘aim’,

‘anticipate’, ‘target’, ‘projected’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’ or other words of similar meaning and include

all matters that are not historical facts. They appear in a number of places throughout this Annual Report and include statements

regarding the intentions, beliefs or current expectations of our officers, Directors and employees concerning, among other things,

the Group’s results of operations, financial condition, liquidity, prospects, growth, strategies and the business.

Neither the Group, nor any of its officers, Directors or employees, provides any representation, assurance or guarantee that the

occurrence of the events expressed or implied in any forward-looking statements in this Annual Report will actually occur.

Undue reliance should not be placed on these forward looking statements. Other than in accordance with our legal and regulatory

obligations, the Group undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result

of new information, future events or otherwise.

MIRANDA LANSDOWNE

GROUP COMPANY SECRETARY

The Directors present their report, together

with the audited accounts for the year

ended 31 December 2021.

This Directors’ Report forms part of the

management report as required under DTR4.

The Company has chosen to include certain

matters in its Strategic Report that would

otherwise be required to be disclosed in this

Directors’ Report. The Strategic Report can

be found on pages 1 to 50 and includes an

indication of future likely developments in

the Company, details of important events

and the Company’s business model and

strategy. The Governance Report on pages

52 to 96 and the Directors’ Responsibilities

Statement on page 96 are incorporated into

the Directors’ Report by reference.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

DIRECTORS’ REPORT CONTINUED

RESULTS AND DIVIDENDS

In the year ended 31 December 2021, the Group delivered an underlying profit before tax of £24.9 million (2020: £20.1 million),

an increase of 23.7%; and a statutory profit before tax of £27.8 million (2020: £11.2 million), a change of 147.2%.

A summary of the dividends on Ordinary Shares for the financial year ended 31 December 2019 compared to the prior year is

shown below:

2021 Dividend Pence per share

2021 Final (recommended) 5.07p

2021 Interim 2.6p

2021 Total 7.67p

2020 Final (recommended) 4.35p

2020 Interim 2.4p

2020 Total 6.75p

The 2021 interim dividend of 2.6 pence per existing Ordinary Share (2020: 2.4 pence) was paid to shareholders on 29 October 2021.

Payment of the recommended final dividend for the year 31 December 2021, if approved at the 2022 AGM, will be made on 8July

2022 to shareholders registered at the close of business on 17 June 2022. The shares will be quoted ex-dividend from 6June 2022.

DIRECTORS AND THEIR INTERESTS

The biographical details of the current serving Directors are set out on pages 53 and 54. The Directors who served during the year

were: Mike Liston; Nigel Le Quesne; Martin Fotheringham; Wendy Holley; Dermot Mathias; Michael Gray; and Erika Schraner.

The interests of Directors and their immediate families, who served during the year, in the shares of the Company, along with

details of Directors’ share options, are contained in the Directors’ Remuneration Report set out on pages 67 to 87.

As announced, Kate Beauchamp was appointed as an independent non-executive director with effect from 24 March 2022.

In accordance with the Code, each director will retire and submit themselves for election or re-election at the 2022 AGM.

Copies of the Executive Directors’ service contracts are available to Shareholders for inspection at the Company’s registered office

and at the AGM. Details of the Directors’ remuneration and service contracts and their interests in the shares of the Company

are set out on page 87.

APPOINTMENT AND REPLACEMENT OF DIRECTORS

Directors may be appointed by ordinary resolution of the Shareholders, or by the Board. Appointment of a Director from outside

the Group is on the recommendation of the Nomination Committee, whilst internal promotion is a matter decided by the Board

unless it is considered appropriate for a recommendation to be requested from the Nomination Committee. At every AGM of the

Company, any of the Directors who have been appointed by the Board since the last AGM shall seek election by the members.

Notwithstanding provisions in the Company’s Articles of Association, the Board has agreed, in accordance with the UK Corporate

Governance Code all of the Directors wishing to continue will retire and, being eligible, offer themselves for re-election by the

Shareholders at the 2022 AGM.

DIRECTORS’ INDEMNITY

Directors’ and officers’ liability insurance is maintained by the Company.

POWERS OF THE DIRECTORS

Subject to the Company’s Articles of Association, the Companies (Jersey) Law 1991, as amended, and any directions given by

special resolution, the business of the Company is managed by the Board who may exercise all the powers of the Company,

whether relating to the management of the business of the Company or not. In particular, the Board may exercise all the powers

of the Company to borrow money, to guarantee, to indemnify, to mortgage or charge any of its undertakings, property, assets

(present and future) and uncalled capital and to issue debentures and other securities and to give security for any debt, liability

or obligation of the Company or of any third party.

SHARE CAPITAL, CONTROL OF THE COMPANY AND SIGNIFICANT AGREEMENTS

Details of the Company’s share capital, including changes during the year in the issued share capital and details of the rights

attaching to the Company’s Ordinary Shares are set out in Note 26 on page 122.

The holders of the shares are entitled to receive dividends when declared, to receive a copy of the Annual Report and accounts,

to attend and speak at general meetings of the Company, to appoint proxies and to exercise voting rights.

The rights attached to the shares are provided by the Company’s Articles of Association, which may be amended or replaced by

means of a special resolution of the Company in a general meeting. The Directors’ powers are conferred on them by Jersey company

law and by the Articles of Association. Shares are admitted to trading on the London Stock Exchange and may be traded through

the CREST system.

The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities

and/or voting rights.

The Company is not aware of any significant agreements to which it is party that take effect, alter or terminate upon a change

of control of the Company following a takeover.

ALLOTMENT OF SHARES

The Shareholders have generally and unconditionally authorised the Directors to allot relevant securities up to two-thirds of the

nominal authorised share capital. It is the Directors’ intention to seek the renewal of this authority in line with the guidance issued

by the Investment Association. The resolution will be set out in the notice of the AGM.

The Shareholders approved the further authority to allot Equity Securities for cash without application of the pre-emption rights

contained in Article 10 of the Articles equivalent to approximately 5% of the issued Ordinary Share capital of the Company until

the conclusion of the AGM to be held this year. The Directors will seek to renew this extra authority in accordance with the Pre-

Emption Group’s Statement of Principles for the Disapplication of Pre-Emption Rights which permits disapplication authorities

of up to 10% of issued Ordinary Share capital in total to be sought provided the extra 5% is used only in connection with the

financing (or refinancing) of an acquisition or specified capital investment (as defined).

It is the Board’s intention to propose that a special resolution be passed at the AGM to allow the Company to allot equity securities

up to a further 5% of the Company’s issued share capital for transactions which the Board determines to be an acquisition or

other capital investment.

Strategic ReportJTC ANNUAL REPORT AND ACCOUNTS 2021

Corporate Governance Financial Statements Additional Information

PURCHASE OF SHARES

The Shareholders approved the authority for the Company to buy back up to 10% of its own Ordinary Shares by market purchase

until the conclusion of the AGM to be held this year. The Directors will seek to renew this authority for up to 10% of the Company’s

issued share capital at the forthcoming AGM. This power will only be exercised if the Directors are satisfied that any purchase

will increase the Earning Per Share of the Ordinary Share capital in issue after the purchase and accordingly, that the purchase is

in the interest of Shareholders.

ARTICLES OF ASSOCIATION

The Company’s Articles of Association set out its internal regulations and cover the rights of Shareholders, the appointment of

Directors and the conduct of Board and general meetings. Copies of the Articles of Association are available upon request from

the Group Company Secretary, and at JTC’s AGM.

SHARE CAPITAL, CONTROL OF THE COMPANY AND SIGNIFICANT AGREEMENTS

Details of the Company’s share capital, including changes during the year in the issued share capital and details of the rights

attaching to the Company’s Ordinary Shares, are set out in the Consolidated Statement of Changes in Equity shown on page 104

of the Consolidated financial statements.

The rights attached to the shares are provided by the Articles of Association, which may be amended or replaced by means of a

special resolution of the Company in a general meeting.