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ANNUAL REPORT 2023
ACCELERATING
TOGETHER
ACCELERATING
TOGETHER
“2023 was another outstanding year for
the Group. Record organic growth and
disciplined inorganic growth mean that
we have delivered our Galaxy era goal
of doubling the business from the end
of2020 in just three years, some two
years ahead of our original estimate,
atruly remarkable achievement.”
NIGEL LE QUESNE, CHIEF EXECUTIVE OFFICER
Our purpose is to help maximise
thepotential of every client,
colleague and partner
withwhom we work.
STRATEGIC REPORT
1 Financial Highlights
2 Our Business at a Glance
3 Our Business Model
4 Our History
6 Our Investment Case
7 Our Unique Culture
8 Our Market Drivers
10 Value Creation
11 Chief Executive Officer’s Review
16 Strategy, Organic Growth
17 Shaping Markets
18 Strategy, Inorganic Growth
20 Key Performance Indicators
22 Chief Financial Officer’s Review
30 Business Review – InstitutionalClientServices
33 Business Review – PrivateClientServices
35 Sustainability
55 Risk Management
60 Principal Risks
64 Viability Statement
65 Non-Financial and Sustainability Information
andS172(1) Statement
GOVERNANCE REPORT
66 Governance at a Glance
67 Chairman’s Introduction to Governance
68 Board of Directors
70 Board Activities During the Year
71 Approach to Governance
73 Stakeholder Engagement
75 Nomination Committee Report
79 Board Evaluation
81 Audit Committee Report
84 Governance & Risk Committee Report
87 Remuneration Report
113 Directors’ Report
116 Statement of Directors’ Responsibilities
FINANCIAL STATEMENTS
117 Independent Auditor’s Report
123 Consolidated Income Statement
123 Consolidated Statement of
ComprehensiveIncome
124 Consolidated Balance Sheet
124 Consolidated Statement of
ChangesinEquity
125 Consolidated Cash Flow Statement
125 Notes to the Consolidated
FinancialStatements
ADDITIONAL INFORMATION
162 Glossary
164 Investor Relations Information
CONTENTS
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.
FINANCIAL HIGHLIGHTS
HIGHLIGHTS
REVENUE
+28.7%
2023: £257.4m
2022: £200.0m
UNDERLYING EBITDA*
+30.1%
2023: £85.9m
2022: £66.0m
NEW BUSINESS WINS
+25.2%
2023: £30.8m
2022: £24.6m
NET ORGANIC REVENUE GROWTH*
+7.9pp
2023: 19.9%
2022: 12.0%
BASIC EARNINGS PER SHARE
-40.6%
2023: 14.20p
2022: 23.92p
LIFETIME VALUE WON
+25.3%
2023: £421.1m
2022: £336.1m
FINANCIAL
OPERATIONAL
* ALTERNATIVE PERFORMANCE MEASURE (APM)
PLEASE SEE PAGE 27 FOR FURTHER DETAILS
PROFIT BEFORE TAX
-32.3%
2023: £24.3m
2022: £35.9m
ADJUSTED UNDERLYING EPS*
+11.9%
2023: 37.23p
2022: 33.27p
DIVIDEND PER SHARE
+11.9%
2023: 11.17p
2022: 9.98p
JTC ANNUAL REPORT 2023 1
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
OUR HISTORY
1987
The business is
established inJersey
1991
CEO, Nigel Le
Quesne, joins as
fifthemployee
1998
Nigel creates JTC
Shared Ownership,
making every
employee anowner
2008
MBO results in the
Group becoming
independent as
wellaswholly
employee-owned
2010
JTC makes its
firstacquisition
andexpands its
operations in
sixjurisdictions
2012
CBPE take a minority
stake and the Group
embarks on its
‘localtoglobal’
expansion strategy
2018
The Group lists on
the LSE with an initial
market capitalisation
of £310m
2020
Galaxy era goal to
double the size of the
business achieved,
triggering £20m
Shared Ownership
awards to employees
2022
Exceeds £200m
ofrevenue for
thefirsttimeand
onboarded largest
everclient mandate
2023
Galary era plan
delivered two years
early and US
platform established
OUR BUSINESS AT A GLANCEOUR BUSINESS AT A GLANCE
OUR BUSINESS
OUR VISION
Our vision is to be the very best independent provider
of institutional and private client services across multiple
jurisdictions. We have built on this vision tocreate a
business that is different from the competition and
provides all of our staff with the opportunity to benefit
from its success.
OUR MISSION
Our mission is to build partnerships with ourclients that
enable them to focus on their core business, whilst we
manage risk, protect assets and spot opportunities,
efficiently and cost-effectively.
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.
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.
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.
+48.5%
PCS Division revenue growth
1,800+
employee-owners
12,000+
clients
100+
countries served
+19. 5%
ICS Division revenue growth
OUR BUSINESS AND WHO WE SERVE
READ MORE ABOUT OUR BUSINESS ERAS ON PAGES 4 TO 5.
2 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
OUR HISTORY
1987
The business is
established inJersey
1991
CEO, Nigel Le
Quesne, joins as
fifthemployee
1998
Nigel creates JTC
Shared Ownership,
making every
employee anowner
2008
MBO results in the
Group becoming
independent as
wellaswholly
employee-owned
2010
JTC makes its
firstacquisition
andexpands its
operations in
sixjurisdictions
2012
CBPE take a minority
stake and the Group
embarks on its
‘localtoglobal’
expansion strategy
2018
The Group lists on
the LSE with an initial
market capitalisation
of £310m
2020
Galaxy era goal to
double the size of the
business achieved,
triggering £20m
Shared Ownership
awards to employees
2022
Exceeds £200m
ofrevenue for
thefirsttimeand
onboarded largest
everclient mandate
2023
Galary era plan
delivered two years
early and US
platform established
Provides trust,
corporate and banking
services for global wealth
management firms, family
and private offices and
UHNW and HNW
individuals.
Provides fund,
corporate and banking
services to institutional
clients, primarily fund
managers, listed
companies and
multinationals.
Provides trust,
corporate and banking
services for global wealth
management firms, family
and private offices and
UHNW and HNW
individuals.
Provides fund,
corporate and banking
services to institutional
clients, primarily fund
managers, listed
companies and
multinationals.
OUR BUSINESS MODEL
HOW OUR BUSINESS WORKS
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
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 WHAT WE DO AND HOW WE GENERATE VALUE VALUE WE CREATE FOR STAKEHOLDERS
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.
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.
CLIENTS
$335bn
client assets we are
trusted to administer
14
years average JTC
clientrelationship
£421.1m
lifetime value of work
awarded to JTC by
clients in2023
EMPLOYEES
£350m+
Shared Ownership
value created
since1998
96%
retention rate in 2023
100%
of permanent
employees areowners
of the business
We grow organically by
offeringservice excellence
anda suite of solutions with
long-term relationships
1
With all our people as owners
the interests of all our
stakeholders are aligned
2
We maintain a well-invested
and scalable global platform
that supports consistent
long-term growth
3
We make strategic
acquisitions and integrate
them seamlessly so that
inour world 2+2=5
4
SHAREHOLDERS
30%
of adjusted underlying
EPSdividend
37.23p
adjusted underlying
EPS in 2023
12.3%
Return on Invested
Capital
CHARITIES AND
COMMUNITIES
£255k+
donated to good
causesin 2023
Carbon
Neutral+
status maintained
in2023
JTC ANNUAL REPORT 2023 3
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
ENTREPRENEURIAL
EXPERIENCE
VISIBLE
REVENUES
DIVERSIFIED
M&A PROVEN
RISK TRACK
RECORD
3
6
Y
E
A
R
S
O
F
G
R
O
W
T
H
OUR HISTORY
OUR BUSINESS PLAN ERAS
A LONG-TERM GROWTH MINDSET
We run JTC using multi-year business plans that we call
eras. These are named to give them a clear identity,
which supports internal communications and aids
strategic alignment and goal setting across the Group.
The context for each business plan is set by our
addressable market of c. $12bn and the long-term trends
that support our growth (see pages 8 and 9).
Underpinning these external factors we have our
resilient investment case (see page 6) and our unique
culture. Shared Ownership (see page 7) has always given
us a long-term perspective on how best to grow the
business and it also provides a mechanism through
which we can share JTC’s success with our people,
enabling them to compound the value of their
contributions over time.
When we listed in 2018, we commenced the Odyssey
era and doubled the business, in terms of revenue and
underlying EBITDA, within three years, becoming a FTSE
250 business along the way.
In 2021 we began the Galaxy era, where we again aimed
to double the size of the Group. As the business scaled,
we created the Group Commercial Office, which sits
between and supports both Divisions, driving innovation
and bringing new services to market (see page 17) in a
way that is complementary to our disciplined inorganic
growth (see pages 20 and 21).
Having completed the Galaxy era by the end of 2023,
some two years early, in January 2024 we embarked on
the Cosmos era, where we aim to double the business
for the third time since IPO and despite the increased
size of the Group, believe that this can be achieved in a
three to four year timeframe. Given our strong organic
growth performance, we will be seeking to maximise
the organic contribution during the Cosmos era, while
at the same time ensuring that we capture the inorganic
opportunities that best fit our platform and long-term
goals, as they arise.
“Shared Ownership has always given us
a long-term perspective on how best to
grow the business and it also provides a
mechanism through which we can share
JTC’s success with our people, enabling
them to compound the value of their
contributions over time.”
NIGEL LE QUESNE, CHIEF EXECUTIVE OFFICER
4 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
OUR HISTORY CONTINUED
DOUBLE AGAIN
• 10%+ NET ORGANIC
REVENUE GROWTH
• CLIENT SERVICE EXCELLENCE
• PROFESSIONAL SERVICES
• BEST PLACE TO WORK
• £0.5BN+ REVENUE
• DOUBLE UNDERLYING
EBITDA
• 33%+ MARGIN
SHARED OWNERSHIP FOR 100% OF OUR PEOPLE
GALAXY
2021 – 2023
COSMOS
2024 – 2027E
ODYSSEY
2018 – 2020
REVENUE
£115M
UNDERLYING EBITDA
£38.7M
MARGIN
33.6%
7
DEALS
REVENUE
£257.4M
UNDERLYING
EBITDA
£85.9M
MARGIN
33.4%
9
DEALS
INCREASING M&A CAPABILITIES
ESTABLISHED US PLATFORM
COMMERCIAL OFFICE/INNOVATION
GLOBAL BRAND
JTC ANNUAL REPORT 2023 5
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
OUR INVESTMENT CASE
OUR INVESTMENT CASE
“The feeling of being a part of
something is important to me.”
“The Shared Ownership programme
allows people to feel invested
inJTC’ssuccess and aligned
toitsbusiness objectives.”
EXPERIENCED AND
ENTREPRENEURIAL
MANAGEMENT TEAM
We are a professional services
business operating on a global
scale in a highly regulated
environment. The quality and
experience of our management
team is second to none.
130 +
Years combined sector-specific
experience of senior
management team
PROVEN TRACK
RECORDOF M&A
ANDINTEGRATION
Our approach to M&A has
beenrefined and proven for
well over a decade. We follow
adisciplined approach based
onefficient capital allocation
toensure long-term value
creation for all stakeholders.
27
Acquisitions since 2010
with15since IPO in 2018
WELL-INVESTED
SCALABLE GLOBAL
PLATFORM
Ongoing investment in the
bestpeople, technology and
operational infrastructure
creates a stable platform that
can easily and quickly scale, both
organically and through M&A.
We take the long-term view.
34
Global offices
STRONG COMPLIANCE
AND RISK MANAGEMENT
Governance sits at the heart of
our business and we are proud
of our exemplary track record.
R&C is also akeygrowth driver
for the business.
1/36
Minor paid claim in 36 years,
settled >10 years ago, on our
Professional Indemnity Insurance
DEMAND CREATED
BYLONG-TERM
MARKETTRENDS
Regulation, growing propensity
to outsource, technology,
sector consolidation,
globalisation and sustainability
all act as sector tailwinds.
26.0 %
Revenue CAGR over
last10years
DESIGNED FOR
GROWTH, ORGANIC
AND INORGANIC
We aim to generate
approximately one third of
ourgrowth organically and
twothirds through acquisitions.
Net organic revenue growth is
targeted at 10%+ pa.
19.9 %
Net organic revenue growth
8.8 %
Inorganic revenue growth
HIGHLY VISIBLE
RECURRING REVENUE
AND STRONG CASH
CONVERSION
Average client lifespan now
stands at 14 years and cash
conversion is expected to be
85% – 90% pa.
106 %
Underlying cash conversion
WELL DIVERSIFIED
ACROSS CLIENTS,
SERVICES &
GEOGRAPHIES
We are well balanced between
our two Divisions and three
core service lines, withthe
Commercial Office as a central
catalyst for innovation and
organic growth. Our geographic
reach continues to expand.
12,000 +
Clients in over 100 countries.
Top 15 clients represent only
9.5% of revenues
OWNERSHIP FOR ALL CULTURE
6 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
OUR UNIQUE CULTURE
SHARED
OWNERSHIP
19 9 8
A NEW WAY
Nigel Le Quesne creates
JTC Shared Ownership
and establishes it with
half of his own equity.
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.
2018
GOING PUBLIC
2nd Shared Ownership award
made when the Group lists on the
LSE. JTC begins its ODYSSEY ERA
business plan.
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.
100%
OWNERSHIP
100% of permanent employees are
owners of the business through JTC’s
Shared Ownership programmes
5%
initial holding
£12m
shared
£14m
shared
£20m
shared
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
equally on achievement of goals and behaviours.
Read more on our People and Culture on pages 40 to 48.
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.
TOTAL VALUE
£350M+
Including direct ownership and Shared Ownership
awards, JTC has generated £350m+ of total value
foremployee-owners since 1998
“With all our people as owners
of the business, the interests of
all ourstakeholders are aligned.”
NIGEL LE QUESNE, CEO
In 2019, JTC’s Shared Ownership
programme became the subject
of a Harvard Business School
MBA case study
JTC ANNUAL REPORT 2023 7
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
I
N
S
T
I
T
U
T
I
O
N
A
L
C
L
I
E
N
T
S
E
R
V
I
C
E
S
(
I
C
S
)
P
R
I
V
A
T
E
C
L
I
E
N
T
S
E
R
V
I
C
E
S
(
P
C
S
)
OUR MARKET DRIVERS
LONG-TERM
TRENDS SUPPORT
OUR GROWTH
GLOBALISATION AND
RISINGGLOBAL WEALTH
INCREASED
REGULATION
Pace of
change
Near-term
impact
Long-term
impact
Pace of
change
Near-term
impact
Long-term
impact
DESCRIPTION
Communication, co-operation and flow of capital is now
far easier across international borders. Corporates and
Family Offices operate and invest globally, and fund
managers seek access to international capital and both
private and institutional investors increasingly want to
pursue strategies that mean operating internationally. In
addition, GDP, personal wealth and generational wealth
transfer all continue to grow. This all leads to increased
demand for providers of professional services that can
advise and work across borders.
For our clients, the growing complexity and scope of
regulation and compliance makes the risk of errors or
omissions greater every year. The potential for
misunderstanding, or simply lack of awareness, means
taking expert advice is vital. Outsourcing is therefore
increasingly attractive, through specialists who are
constantly on top of the latest regulatory changes, and who
can both navigate them and find opportunities within them.
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 have built our organic business through
long-term relationships that now average 14+ years,
enabling us to grow alongside our clients and their
increasing scale or wealth.
As a large global operator, we have the capacity and
expertise to help clients comply with the higher standards
demanded by growing regulatory scrutiny. This also creates
barriers to entry for competitors. We are able to maintain
our knowledge of ever-evolving regulations, and expand
andmodify the services we provide, bringing multiple
revenue opportunities.
KEY FACTS
$72.6 trillion
Generational wealth transfer by 2045*
25
Regulatory licences held by JTC
* Source: January 20, 2022 Cerulli Associates
KEY
High
Medium
Low
We serve a variety of markets that are experiencing a number of shared long-
term trends. These trends offer significant growth opportunities for JTC
inafragmented global sector. We estimate our global addressable market
tobeworth at least $12bn in annual revenue (ICS $9.5bn and PCS $2.5bn).
$2.5bn
$9.5bn
ADDRESSABLE MARKET
$12bn
8 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
OUR MARKET DRIVERS CONTINUED
GLOBALISATION AND
RISINGGLOBAL WEALTH
INCREASED
REGULATION
Pace of
change
Near-term
impact
Long-term
impact
Pace of
change
Near-term
impact
Long-term
impact
DESCRIPTION
Communication, co-operation and flow of capital is now
far easier across international borders. Corporates and
Family Offices operate and invest globally, and fund
managers seek access to international capital and both
private and institutional investors increasingly want to
pursue strategies that mean operating internationally. In
addition, GDP, personal wealth and generational wealth
transfer all continue to grow. This all leads to increased
demand for providers of professional services that can
advise and work across borders.
For our clients, the growing complexity and scope of
regulation and compliance makes the risk of errors or
omissions greater every year. The potential for
misunderstanding, or simply lack of awareness, means
taking expert advice is vital. Outsourcing is therefore
increasingly attractive, through specialists who are
constantly on top of the latest regulatory changes, and who
can both navigate them and find opportunities within them.
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 have built our organic business through
long-term relationships that now average 14+ years,
enabling us to grow alongside our clients and their
increasing scale or wealth.
As a large global operator, we have the capacity and
expertise to help clients comply with the higher standards
demanded by growing regulatory scrutiny. This also creates
barriers to entry for competitors. We are able to maintain
our knowledge of ever-evolving regulations, and expand
andmodify the services we provide, bringing multiple
revenue opportunities.
KEY FACTS
$72.6 trillion
Generational wealth transfer by 2045*
25
Regulatory licences held by JTC
Pace of change
Near-term
impact
Long-term
impact
Pace of change
Near-term
impact
Long-term
impact
Pace of change
Near-term
impact
Long-term
impact
Pace of change
Near-term
impact
Long-term
impact
GROWING PROPENSITY
TOOUTSOURCE
CONTINUED MARKET
CONSOLIDATION
SUSTAINABILITY,
IMPACT ANDESG
OPPORTUNITIES
THROUGHTECHNOLOGY
Pace of
change
Near-term
impact
Long-term
impact
Pace of
change
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impact
Long-term
impact
Pace of
change
Near-term
impact
Long-term
impact
Pace of
change
Near-term
impact
Long-term
impact
As complexity increases, the long-term benefits of
outsourcing increasingly outweigh having to recruit, train
and build an in-house team. For smaller clients, outsourcing
offers instant access to expertise, and for larger clients, a
leaner operating model. This model increases in relevance
as regulatory and tax environments becomes more
complicated, and a client’s core competency can readily be
separated from the associated administration.
Consolidation throughout our industry enables service
providers to offer multi-sector and multi-jurisdiction
capabilities and solutions. Increasing regulatory complexity
is driving client demand for this greater scale and breadth.
While this consolidation slowed recently for macroeconomic
reasons, it is likely to re-accelerate as markets recover. With
an estimated 2,000+ providers in the UK and Europe and
1,000+ in the US, this will continue.
Sustainable, impact and ESG related funds have been
steadily increasing in scale and popularity for the past
decade. However, standards evolve and are a growing
element of mainstream disclosures. This presents significant
administrative challenges for companies and funds in
particular, creating demand for credible and expert third-
party providers who can provide appropriate support.
Each year, advances in technology improve speed and
efficiency, mitigate risks of human error and automate
mundane tasks. The growing profile of AI and in particular
large language models is a notable example of this trend.
This all leads to a better client experience, and increases the
focus on human expertise. It allows skilled and
knowledgeable advisers, with an understanding of the
nuances of legislation and regulations, more time to provide
a more valuable service to clients.
We have the scale and capabilities to offer a comprehensive,
expert service, with highly qualified, experienced staff and
appropriate technology. As such, we are in a position to help
large, complex organisations transform strategically to a
lighter operating model. In this critical role, we can offer
certainty on costs alongside increased accuracy, and allow
the client to focus on its core activities. Opportunities in
the US continue to grow, as institutional and private clients
become more inclined to outsource.
We maintain a strong pipeline of M&A opportunities, to be
able to access the right deals at the right time. These span
both Divisions and all types and sizes, from bolt-ons to
complex bank carve outs and transformational deals. Having
acquired 27 businesses since 2010, we have a proven process
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.
We offer our technology-enabled advisory, regulatory
compliance and outsourced reporting services to a wide
range of clients, providing expertise on the complex
sustainability regulation and reporting frameworks. As a
business with Shared Ownership at the heart of its culture,
our approach to sustainability is also based on compelling
principles and a strong corporate purpose.
Quite simply, we combine the best people with the best
technology to get the best results. We continue to use best-
in-class technology to improve and expand our services,
training our people to maximise the benefits of our systems.
In addition, we can grow the in-depth expertise and human
insight our clients need, and focus on our clientrelationships.
c. $4m+ pa
The Group’s largest single outsourcing client
27
Businesses acquired since 2010
100%
Employee ownership at JTC
+17.1%
Year-on-year increase on technology spend
KEY
High
Medium
Low
JTC ANNUAL REPORT 2023 9
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
U
K
&
C
I
E
U
R
O
P
E
U
S
R
o
W
50%
10%
15% 25%
US
U
K & CI Europe RoW
10.5%
31.7%
24.7%
19.1%
VALUE CREATION
HOW OUR STRATEGIC STRENGTHS
DELIVER VALUE FOR OUR STAKEHOLDERS
We have a strategic focus on
high growth regions and grow
organically by offering service
excellence and a suite of
solutions with long-term
relationships
Our focus on service quality
drives high client retention,
strong revenue visibility and
awell-invested and scalable
global platform that supports
consistent long-term growth
With all our people as owners,
there is a strong alignment
across the Group to drive the
right behaviours with the
interests of all our
stakeholdersin mind
We make strategic
acquisitions designed to
provide more services to
clients, where our combined
efforts yield greater value.
We integrate our acquisitions
seamlessly so that in our
world 2+2=5
1
2
3
4
2023 NET ORGANIC GROWTH2023 REVENUE SHARE
2.0%
Average non end of life attrition
overthelast three years
100%
Of permanent employees
areowners of the business
27
Acquisitions since 2010 and
15since the IPO in 2018
4%
Regretted staff turnover in 2023
25/27
Acquisitions fully integrated onto
JTC platform, with two in progress
14.3 years
Average duration of client relationships, providing
noncyclicalrecurring revenues
£350m+
Value generated for
employeeownerssince1998
£176.3m
Facilities undrawn at 31 December 2023
10 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
ANOTHER EXCEPTIONAL YEAR
Last year, I started my review by stating that 2022 had
arguably been the best in my 30+ years at JTC. This is a
phrase I will have to stop using, as 2023 surpassed it.
From record organic growth to another platform
acquisition in the US, the Group delivered an exceptional
performance, in every respect.
DELIVERING OUR GALAXY ERA GOAL
TWOYEARS EARLY
We are proud of our ability to deliver against stretching
multi-year business plans, which we call eras. We
deliberately name each era to give it an identity and
focus collective effort within the business to achieve it.
Each era is a controlled effort that matches the ever-
growing capabilities of the Group with the market
opportunities we see. To our employee-owners, the eras
are also milestone targets that create opportunities for
Shared Ownership awards, which have sat at the heart
of our culture for over 25 years.
After listing in March 2018, we commenced the ‘Odyssey
era’ and doubled the size of the Group (as measured by
revenue and underlying EBITDA) by the end of 2020.
Read more about our
Business Eras on pages 4 and 5.
NIGEL LE QUESNE, CEO
TOGETHER
CHIEF EXECUTIVE
OFFICER’S REVIEW
ACCELERATING
JTC ANNUAL REPORT 2023 11
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CONSISTENT GROWTH AND INNOVATION
I have written before about the natural ‘hedge’ that
exists within the business, which allows us to deliver
consistent growth throughout the economic cycle.
When markets are buoyant, we win more ‘new from
new’ business as clients launch new investment vehicles
(notably funds) and the propensity to invest and add to
portfolios more generally increases. When conditions
are less favourable, we generate more work from existing
clients as they respond to threats and opportunities in
relation to their current holdings and structures. As a
professional services business with client contracts that
span 14 years or more, increased activity levels within
the existing client base can generate meaningful growth
for the Group.
In addition to this established pattern of demand, which
we have observed for more than 30 years, we have a
culture of continuous improvement and innovation that
permeates through the business and sets ambitious
standards for growth. Through both M&A and internal
development via our Divisions and the Commercial
Office, we add new services that are complementary to
our core fund, corporate and private client offering. This
allows us to grow ‘share of wallet’ with existing clients
and also helps us to win new mandates. Service lines
that we added or proactively expanded in the Galaxy
era are now making meaningful contributions to Group
revenue, often at strong margins. These include our
banking platform (incorporating foreign exchange,
treasury and custody), employer solutions, tax
compliance, regulatory reporting, operational due
diligence and strategic transformation services, all of
which in combination delivered over £60m of revenue
in 2023. With a global addressable market that we
believe is at least $12bn per annum in size, there remains
enormous opportunity for further long-term growth.
We then set ourselves the challenge of doubling again
and named the era ‘Galaxy’, anticipating a four-to-five-
year timeframe due to increased scale. The strong
execution of our growth strategies allowed us to
accelerate progress in both 2021 and 2022 and in 2023
we achieved our Galaxy era goal after just three years,
some two years ahead of schedule. This is an outstanding
performance, especially given the post pandemic
environment and wider macro volatility and
demonstrates how robust our business model is and how
the demand for our services continues to grow. I am
particularly pleased that net organic revenue growth has
increased each year from 9.6% in 2021, to 12.0% in 2022
and now 19.9% in 2023, well ahead of our 8% – 10%
medium term guidance. The Galaxy era also saw us make
several important acquisitions in the US, most notably
the platform businesses SALI in the ICS Division and
SDTC in the PCS Division. These, along with smaller
complementary deals, have created a strong platform
for growth in the US. We now enter the Cosmos era
during which we aim to double the size of the Group for
the third time in a decade and achieve £0.5bn+ of
revenue, with a higher proportion of Group revenues
coming from the high growth US market.
FINANCIAL PERFORMANCE
Revenue grew 28.7% to £257.4m (2022: £200.0m) and
underlying EBITDA also increased 30.1% to £85.9m
(2022: £66.0m). Net organic revenue growth was a record
19.9% (2022: 12.0%) driven by another record in new
business wins of £30.8m (2022: £24.6m). Despite the
excellent organic growth performance and associated
costs of on-boarding new business, our underlying EBITDA
margin increased by 0.4pp to 33.4% (2022: 33.0%) and
continued within our medium-term guidance for this
metric of 33% to 38%. Cash conversion was once again
robust and above guidance at 106% (2022: 91%). With
the acquisition of SDTC being funded by a successful
capital raise in June, leverage stood at 1.43x underlying
EBITDA at period end, again aligned with our guidance
range of 1.5x to 2.0x.
“The strong execution of our growth
strategies allowed us to accelerate
progress in both 2021 and 2022 and in
2023 we achieved our Galaxy era goal
some two years ahead of schedule. This
is an outstanding performance, especially
given the post pandemic environment and
wider macro volatility and demonstrates
how robust our business model is and a
growing demand for our services.”
NIGEL LE QUESNE, CEO
CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
12 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
“I have written before about the natural
‘hedge’ that exists within the business,
which allows us to deliver consistent
growth throughout the economic cycle.”
CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
INSTITUTIONAL CLIENT
SERVICESDIVISION
Revenue increased 19.5% to £163.3m (2022: £136.7m)
with a 19.9% increase in underlying EBITDA to £51.6m
(2022: £43.0m). Underlying EBITDA margin increased by
0.1pp to 31.6% (2022: 31.5%) and improved by a total
of 3.7pp during the Galaxy era (2021 to 2023 inclusive).
Net organic growth was once again strong and increased
by 4.8pp to 19.4% (2022: 14.6%) with the annualised
value of new business wins increasing by 19.8% to a
record £20.6m (2022: £17.2m).
The availability of acquisitions that met our disciplined
criteria led to a front-loading of inorganic activity for
the Division during the Galaxy era, with a record seven
ICS deals in 2021. This led to a natural period of focus
on integration and value capture in 2022, which
continued in 2023. We announced the acquisition of
Blackheath Capital, an established UK ManCo business,
which completed post period end and will add further
scale and strategically important UK coverage to our
Global AIFM Solutions business.
The ICS businesses acquired during the Galaxy era
continued to perform strongly. JTC Employer Solutions
(formerly RBC cees) remains one of the Group’s most
successful acquisitions in terms of ROIC and continues
to evolve and grow on our platform. The innovative
perfORM Operational Due Diligence business has scaled
well, with expansion in the US and Europe, as well as the
UK, creating a large number of cross-selling
opportunities. Ballybunion, the Irish ManCo business,
was fully re-branded as JTC and continued to contribute
to our growing platform in Ireland, along with the
depositary business, INDOS. In the US, the in-country
senior leadership team delivered even greater cohesion
and alignment, bringing together the talent and skills
from SALI, Segue and EFS, as well as legacy JTC
operations. Post period end in January, the final earnout
payment for the SALI acquisition was made, confirming
its smooth integration into the Division and the highly
predictable, long-term revenue streams that SALI brings
to the Group as an ICS platform business in the large,
high-growth US market.
Regionally, the US remained the fastest growing market
for ICS, and we also saw good growth in our Luxembourg
and UK offices with stable performance from the
Netherlands, Channel Islands and South Africa. At the end
of the year, the Division stood at some c. 1,000 people
serving clients from 21 offices and generating 63.4% of
Group revenues (2022: 68.3%). This scale and reach,
combined with our focus on providing client service
excellence enabled by best-in-class technology, stands
us in good stead to succeed in a competitive market.
Overall, the ICS Division made excellent progress in
2023 and has been a major component of the Group’s
accelerated delivery of the Galaxy era. As the Division
continues to scale, particularly in the US, we anticipate
further strong organic growth, additional opportunities
for M&A and more service line innovation.
We have assembled a strong global leadership team,
with a number of key appointments during the period.
The team are ambitious for further success during the
Cosmos era and have constructed an ambitious plan
centred on our clients, employee-owners, growth
(organic and inorganic) and enhanced market positioning.
UNDERLYING EBITDA MARGIN
33.4% %
UNDERLYING EBITDA
£85.9m m
JTC ANNUAL REPORT 2023 13
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
PRIVATE CLIENT SERVICES DIVISION
Revenue increased 48.5% to £94.1m (2022: £63.4m)
with an increase of 49.2% in underlying EBITDA to
£34.3m (2022: £23.0m). The underlying EBITDA margin
was 36.5% (2022: 36.3%) and remains towards the top
end of our established guidance range of 33% – 38%.
The investments made in the PCS platform throughout
the Galaxy era continued to bear fruit, with net organic
revenue growth increasing by an outstanding 12.2pp to
20.9% (2022: 8.7%) and the annualised value of new
business wins being a record £10.2m (2022: £7.4m).
The strong organic growth reflects both the quality of our
offering as the pre-eminent trust company business and
our commitment to innovation and the delivery of
sophisticated services including JTC Private Office, Strategic
Transformation services, treasury, custody tax compliance
and regulatory reporting. The Division continues to
successfully redefine the parameters of a world-class PCS
offering, which includes both direct services to end clients
and indirect services providing solutions and support to
institutions for their PCS client books, which in turn,
enlarges its addressable global market.
The integration of New York Private Trust Company
(NYPTC), which was acquired in the final quarter of
2022, progressed as planned. NYPTC enabled us to
become the first non-US, non-bank firm to be licensed
to provide trust company services from Delaware, an
important competitive advantage as we build out our
offering in the US. This was supplemented in August
when we made our latest strategic ‘platform’ move in
the US with the acquisition of South Dakota Trust
Company (SDTC), a business known to JTC since 2016,
with an established client base of c. 1,700 high net worth
and ultra-high net worth clients and a 22-year track
record of consistent growth, high margins and strong
cash conversion. We have been pleased with the
performance of the business to date, with integration
progressing well, including a strong cultural alignment.
These deals, in combination with our well-established
legacy business in the US, established JTC as the leading
independent provider of administration services to the
US personal trust market with more than $150 billion
of assets under administration (AuA).
Regionally, we further expanded our footprint with a
licence to operate in the Bahamas in support of Project
Amaro, the Group’s largest ever single mandate for the
provision of services to a US-based global bank and its
clients. Our Miami and Cayman offices celebrated their
ten-year anniversaries and post period end we
established a new office in Vienna, Austria, to enhance
our European presence. The Division continued to attract
top talent from the industry and it’s global network
delivered growth across key regions, including the US,
Caribbean and Jersey.
The Division has cemented its position as a leader in its
markets. In support of JTC’s ambition for its brand to be
recognised globally as a hallmark of quality, the Division
launched its six client service excellence principles: Above
and Beyond Service, Can Do Attitude, Entrepreneurial
Outlook, Know Your Client, Transparent Communications,
and Integrity. These, along with ambitious growth targets,
will form the foundation of the Division’s approach to
success during the Cosmos era.
RISK
We continued our excellent record in managing the risks
associated with being a leading regulated professional
services business. In 2023 the team focused much of
their time and effort on further enhancing our Risk &
Compliance function globally to meet the ever-evolving
requirements of international regulation. While this
inevitably presents challenges, it also creates
opportunities for growth and we seek to embrace these
as our clients, especially larger and more complex
NEW BUSINESS WINS
£30.8m ,
organisations, look to us for expertise and support in
this area. Many of our most recently developed service
lines, including Strategic Transformation, tax compliance
and regulatory reporting are driven, in part or in whole,
by the regulatory landscape.
We continue to see long-term emerging risks come into
greater focus, including transition risks associated with
the world seeking to decarbonise. The internal
Sustainability Forum, created in 2022, worked to manage
and deliver our sustainability roadmap across the Group.
At Board level, the Governance & Risk Committee, formed
at the end of 2022, took on responsibility for oversight of
risk at a Group level, as well as providing guidance on our
sustainability journey and the commercial opportunities
the Group might capture through the provision of
sustainability services to clients, more details can be
found in the Committee’s report starting on page 84. We
were once again a Carbon Neutral+ organisation and
made our first public submission to the Carbon Disclosure
Project (CDP). Our commitment to achieve net zero by
2030 was advanced with the selection of the Science
Based Target initiative (SBTi) as the framework we will
follow to achieve this goal. More detail, including our
latest TCFD disclosures, can be read in the Sustainability
section starting on page35.
As the war in Ukraine enters its third year and with
conflict between Israel and Palestine and the wider
Middle East region, global macro uncertainty escalated
significantly in 2023. As a Group, we remain acutely
aware of our responsibilities in relation to sanctions
compliance and enforce all such measures rigorously.
Significant advances in artificial intelligence (AI) came
to the fore in 2023, in particular generative AI and large
language models. As with almost every technological
innovation, we see both opportunity and risk inherent
in these inventions. Given that our services rely
REVENUE
£257.4m ,
14 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
extensively on dealing with large amounts of data in a
secure manner and where many of the outputs we
produce to clients are in the form of ‘words and
numbers’, we have embraced the opportunity to partner
with our technology providers and examine use cases
that are of benefit to the growth of the business, as well
as those that present risks. This work has been
supplemented with updates to system use policies and
internal training and communications.
Looking ahead 2024 will see a presidential election in
the US and a high probability of a general election in the
UK. While we will continue to closely monitor any
potential impact from these key political events, our
experience over 36 years of trading suggests that the
Group will remain resilient and adaptable to any changes
that arise.
OUTLOOK
2023 was another exceptional year for JTC and will go
down as a milestone in our history with the achievement
of our Galaxy era goal to once again double the size of
the Group. Our ability to grow consistently is a
fundamental feature of the business that has been
refined over 36 years and we remain dedicated to the
culture, approach and discipline that have enabled it. I
am particularly pleased with the organic growth
performance of the Group, in 2023 specifically, where
we had a number of initiatives come to fruition
simultaneously, bringing and embedding revenue
upgrade to the Group. The ability to continually expand
client relationships over lifespans that average 14 years,
as well as to win new clients in competitive markets, is
testament to the quality of service that our people
deliver and the way we innovate and add value through
relevant new services over time.
While we are committed to using the best technology
tools available, it is our people that form and nurture
relationships with our clients and it is our culture of
Shared Ownership that binds our team together and
gives us shared vision, purpose and belief in our ability
to succeed. Our commitment to a meritocratic Shared
Ownership culture remains unwavering and I look
forward to the anticipated opportunity to share the
success of the Galaxy era with our global team later this
year.
Our inorganic growth has always been highly disciplined
and focused on the opportunities that we believe will
deliver the best long-term benefits for the Group. We
made nine acquisitions during the Galaxy era, all of
which have and will add value to the business. We had
a specific focus on establishing a platform for growth in
the important US market and I am pleased that in the
form of SALI and SDTC, we have made the cornerstone
purchases needed for the ICS and PCS Divisions
respectively. We will continue to identify and target high
quality opportunities in our chosen markets and in
addition will seek to return, on occasion, to our pre-IPO
approach of acquisitions at lower multiples where we
were able to revitalise under-performing businesses on
our platform, thus delivering an attractive return on
invested capital across our portfolio of acquisitions.
Our two Divisions continue to provide balance and
diversification to the Group and as noted above, have
sizeable opportunities to capture in the US, as well as
growth potential in other markets, including Asia, in the
Cosmos era. The catalyst of the Commercial Office proved
itself in Galaxy and it has already been strengthened, with
a new Group Head appointed post period end in January.
Looking ahead, we begin the Cosmos era with excellent
momentum and anticipate continued strong organic
growth in 2024 and beyond. While we are excited by our
ambition to double the size of the Group for the third time
in a decade and achieve £0.5bn+ of revenue, we will
continue to ensure that the JTC platform remains well-
invested at all times and that our talented global team are
ready and equipped to grow with the business, maximise
their individual potential and exceed the expectations of
our clients. JTC will continue to innovate and shape the
markets we serve in a way that supports long-term value
creation for the Group and all its stakeholders.
In concluding, I once again extend my thanks to every
member of the growing and talented JTC team for their
efforts in 2023.
NIGEL LE QUESNE
CHIEF EXECUTIVE OFFICER
“Looking ahead, we begin the
Cosmos era with excellent
momentum and anticipate
continued strong organic
growth in 2024 and beyond.”
NIGEL LE QUESNE, CEO
NET ORGANIC REVENUE GROWTH
19.9% %
INORGANIC REVENUE GROWTH
8.8% %
CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
JTC ANNUAL REPORT 2023
15
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
STRATEGY, ORGANIC GROWTH
STRATEGY, ORGANIC GROWTH
Our well-established guidance is to deliver 8% to 10%
net organic revenue growth each year and in 2023 we
exceeded this with a record 19.9%, giving a rolling three
year average of 13.8% and both Divisions on an upward
trend. This growth is supported by long-term drivers
that act as tailwinds within an addressable market of
some $12bn per annum globally. In addition, the clear
and robust components of our investment case have
helped us deliver 36 years of growth and profitability,
including through a number of global crises. The growth
of the Group throughout its history has come from an
ambitious and progressive mindset and a strong
emphasis on insight and innovation, all underpinned by
our all-important Shared Ownership culture.
FOUNDED
1987
GLOBAL
ADDRESSABLE
MARKET
$12bn
BL AC K
MONDAY
1987
GLOBAL
FINANCIAL CRISIS
2007
COVID
PANDEMIC
2020
36
YEARS OF GROWTH
GLOBALISATION & RISING
GLOBAL WEALTH
INCREASING
R E G U L AT I O N
SUSTAINABILITY, IMPACT
& E S G
GROWING PROPENSITY
TO OUTSOURCE
OPPORTUNITIES
THROUGH TECHNOLOGY
CONTINUED MARKET
CONSOLIDATION
EXPERIENCED AND ENTREPRENEURIAL
MANAGEMENT TEAM
DESIGNED FOR GROWTH,
ORGANIC AND INORGANIC
HIGHLY VISIBLE RECURRING REVENUE
AND STRONG CASH CONVERSION
WELL DIVERSIFIED ACROSS CLIENTS,
SERVICES AND GEOGRAPHIES
PROVEN TRACK RECORD OF
M&A AND INTEGRATION
WELL-INVESTED SCALABLE
GLOBAL PLATFORM
JTC INVESTMENT CASEKEY MARKET DRIVERS
16 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
SHAPING MARKETS
SHAPING MARKETS
GROUP COMMERCIAL OFFICE
• Industry experience
• Market direction
• Delivery of products and services
• Shape the future
TAX COMPLIANCE
• FATCA
• CRS
• Substance
• VAT
c.£8m
2023 revenue
PRIVATE OFFICE
• Sophisticated PCS clients, typically
UHNW individuals & families
c.£13m
2023 revenue
STRATEGIC TRANSFORMATION
• Asset managers
• Global banks
• International law firms
• Trust companies
c.£7m
2023 revenue
BANKING
• Treasury
• FX
• Custody
• Account opening
c.£26m
2023 revenue
As a result of our decades of experience, we are able to understand the
direction of travel within the industry and innovate to create services that
meet emerging client demands.
Using our ability to horizon scan and develop capabilities that are likely
future requirements of our markets, we can shape both our future and that
of the wider sector.
This work, which is Group-wide, is catalysed by our central Group Commercial
Office, collaborating directly with the two Divisions and our Group
Operations teams to bring services to market.
Early Stage
GOVERNANCE SERVICES
• Governance Healthchecks
• Operational Due Diligence
• Governance remediation
SUSTAINABILITY SERVICES
• Advisory
• Regulatory compliance
• Outsourced reporting
• Virtual CSO
JTC ANNUAL REPORT 2023 17
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
DEAL CHARACTERISTICS
Strengthen service delivery
Strengthen and embed client relationships
Acquire skilled workforce
Increase Group profitability
Provide cost synergies/cross-selling opportunities
STRATEGY, INORGANIC GROWTH
PORTFOLIO OF GALAXY ERA
ACQUISITIONS
OVERVIEW
Galaxy was a busy era for acquisitions with nine deals
completed in total, comprising a mix of both
transformational and bolt-on transactions across our
ICSand PCS Divisions. Aside from SDTC, which was acquired
in 2023, all of our acquisitions have completed their
integrations into JTC. Capital support for the acquisition
strategy has been strong on both the debt and equity side,
with additional facilities secured via two successful bank
refinancings completed and our total committed debt
facilities now extended to £400m with an additional £100m
accordian available. We had three oversubscribed equity
fundraises supporting our M&A activity, whichprovided
additional liquidity in our shares and allowedus to add new,
high-quality investors to our shareholder register.
9
ACQUISITIONS
COMPLETED
5
BILATERAL/
OFF-MARKET
5
US MARKET
Acquired new services lines, enhanced
ourproposition within our existing service
linesand grew share of wallet with
our clients
Enhanced the quality, diversity
andlifespanofourclient book
Added additional locations, expertise and
talentedresource, improving JTC’s depth and
breadth in key growth markets globally
GEOGRAPHY
UK, Channel Islands UK, Ireland
US
YEAR
April 2021 June 2021 September 2021
DIVISION
ICS ICS ICS
DEAL TYPE
Transformational
Bank carve out
Auction process
Bolt-on
Privately owned
Auctionprocess
Bolt-on
Privately owned
Bilateral
SIZE (EV) & CHARACTERISTICS
£10-30m
£10-30m
<£10m
PRIMARY DRIVER
Enhanced service line (Employer
Solutions) and new client access
Broadened service offering
–Depositary
Enhanced US funds platform
2+2=5 FACTOR
Treasury revenue opportunities Governance solutions/
ESGcapabilities
Venture capital client base and expertise
18 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
DEAL CHARACTERISTICS
Strengthen service delivery
Strengthen and embed client relationships
Acquire skilled workforce
Increase Group profitability
Provide cost synergies/cross-selling opportunities
STRATEGY, INORGANIC GROWTH CONTINUED
PORTFOLIO OF 9 GALAXY ERA ACQUISITIONS COMPLETED CONTINUED
GEOGRAPHY
UK
US
Ireland
US US US
YEAR
October 2021 November 2021 December 2021 December 2021 November 2022 August 2023
DIVISION
ICS ICS ICS ICS PCS PCS
DEAL TYPE
Bolt-on
Privately owned
Bilateral
Transformational
PE owned
Auctionprocess
Bolt-on
Privately owned
Auctionprocess
Bolt-on
Privately owned
Bilateral
Bolt-on
Bank carve out
Bilateral
Transformational
Privately owned
Bilateral
DEAL SIZE (EV)
<£10m
>£150m
£10-30m
<£10m
£10-30m
>£150m
PRIMARY DRIVER
Broadened service offering –
Operational Due Diligence
New service line – Insurance
Dedicated Funds
Broadened service offering
–IrishManCo
Enhanced US funds platform Broadened service offering
–Delaware Trust licence
andcapabilities
Enhanced US trust platform
2+2=5 FACTOR
Differentiated capability
vscompetitors and c
ross-sell enhancement
Platform business – acceleration of
growth for JTC’s USFund services
andcross-sell opportunities
Acceleration of growth for JTC’s
IrishFund and depositary services
Acceleration of growth for
JTC’sUSFund services
Only independent with Delaware and
South Dakota licences and capabilities
Platform business – increase share
ofclient wallet throughpenetration
of additional service offerings
JTC ANNUAL REPORT 2023 19
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
32.8%
33.0%
33.4%
20222021 2023
TARGET 33% – 38%
TARGET
85% – 90%
87%
91%
106%
20222021 2023
TARGET
1.5x – 2.0x
2.34x
1.59x
1.43x
20222021 2023
9.6%
12.0%
19.9%
20222021 2023
TARGET
10%
KEY PERFORMANCE INDICATORS
KEY PERFORMANCE INDICATORS
The JTC Board uses the following KPIs to
measuretheperformance of the Group
REVENUE UNDERLYING EBITDA MARGIN UNDERLYING CASH CONVERSION LEVERAGE
DEFINITION
Revenue is defined as income arising in the course of an
entity’s ordinary activities.
EBITDA margin of the business excluding
non-underlying items.
Underlying cash generated from operating 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.
Collecting cash from the profits we generate 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.
2023 PERFORMANCE
Revenue growth of 28.7% which comprised 19.9% net
organic revenue growth and inorganic revenue growth
of 8.8%.
Increase of 0.4pp to 33.4%. 106% underlying cash conversion (2022: 91%). 1.43x underlying EBITDA (2022: 1.59x).
COMMENTARY
The PCS Division achieved 48.5% revenue growth and
the ICS Division achieved 19.5% revenue growth.
The ICS Division achieved 31.6% (+0.1pp) continuing
thepositive trend seen in recent years. The PCS Division
achieved 36.5% (+0.2pp) remaining towards the top end
of our guidance range.
Underlying performance ahead of guidance and
thisreflects the continuing strong focus on working
capital management.
This has been driven by exceptional cash conversion
andcreates more capacity for investing in the business.
TARGET
The target in the Galaxy era (2021 to 2023 inclusive)
was 8% – 10%. We now target net organic revenue
growth of 10%+ 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.
20 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TARGET >10%
16.8%
17.7%
25.2%
20222021 2023
TARGET
<2.5%
1.7%
1.8%
20222021 2023
2.6%
TARGET <10%
9.3%
8.0%
4.0%
20222021 2023
TARGET
100%
100% 100% 100%
20222021 2023
KEY PERFORMANCE INDICATORS CONTINUED
NEW BUSINESS WINS CLIENT ATTRITION STAFF TURNOVER SHARED OWNERSHIP
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. Winning
new business is an important component in the delivery
of our organic growth targets.
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.
2023 PERFORMANCE
Another record year for new business wins with an
increase by value of 25.2% to £30.8m.
Total client attrition was 5.1% (2022: 6.4%) with
regretted attrition (not end of life) of 1.8% (2022: 1.7%).
Turnover of 4.0% at Group level (2022: 8.0%). 100% of permanent employees are owners of
thebusiness with staff holding c. 15% of issued
sharecapital.
COMMENTARY
The ICS Division won new business with a total
annualised value of £20.6m and the PCS Division
wonnew business with an annualised value of £10.2m.
98.2% (2022: 98.3%) of revenues that were not end
oflife were retained in the period.
Our people are highly regarded, and therefore attractive, in
the industry and therefore this is a very good performance.
All new staff are awarded shares when they successfully
complete their probation period, as well as becoming
eligible for the EIP.
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.
JTC ANNUAL REPORT 2023 21
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
MARTIN FOTHERINGHAM
CHIEF FINANCIAL OFFICER
PERFORMANCE
CHIEF FINANCIAL
OFFICER’S REVIEW
EXCEPTIONAL FINANCIAL
AS REPORTED UNDERLYING*
2023 2022 CHANGE 2023 2022 CHANGE
Revenue (£m) 257.4 200.0 +28.7% 257.4 200.0 +28.7%
EBITDA (£m) 77.8 56.1 +38.8% 85.9 66.0 +30.1%
EBITDA margin* 30.2% 28.0% +2.2pp 33.4% 33.0% +0.4pp
Operating profit/EBIT (£m) 52.7 33.8 +55.8% 60.8 43.8 +38.8%
Profit before tax (£m) 24.3 35.9 -32.3% 40.5 34.1 +18.9%
Earnings per share (p)** 14.20 23.92 -40.6% 37.23 33.27 +11.9%
Cash conversion* 106% 91% +15pp 106% 91% +15pp
Net debt (£m) 135.1 120.4 +14.7 123.3 104.8 +18.5
Dividend per share (p) 11.17 9.98 +11.9% 11.17 9.98 +11.9%
* For further information on our alternative performance measures (APMs) see the appendix to the CFO Review.
** Average number of shares (thousands) for 2023: 153,659 (2022: 145,137).
EXCEPTIONAL FINANCIAL PERFORMANCE
• Revenue +28.7%, driven by record net organic growth of 19.9% (2022: 12.0%).
• Underlying EBITDA +30.1% to £85.9m (2022: £66.0m) with an improvement in underlying EBITDA margin to
33.4% (2022: 33.0%).
• New business wins +25.2% to £30.8m (2022: £24.6m).
• Significant reduction in attrition to 5.1% (2022: 6.4%) reflecting the longevity of client relationships
associated with recent acquisitions.
• Exceptional underlying cash conversion of 106% (2022: 91%) resulting in leverage of 1.43x underlying EBITDA
at period end, below the guidance range of 1.5 to 2.0x.
• Increased debt facility of £400m at period end to support delivery of Cosmos business plan.
• Total dividend per share +11.9% to 11.17p (2022: 9.98p).
22 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
£200.0m
LOST WON
£257.4m
2022
Revenue
2023
Revenue
£2.7m £36.3m £17.9m£0.8m £6.6m £13.3m
Lost – Moved
service
provider
Net more
from existing
clients
Acquisitions*Lost – JTC
decision
Lost – Natural
end/no longer
required
New clients
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
REVENUE
In 2023, revenue was £257.4m, an increase of £57.4m
(+28.7%) from 2022 (+35.6%). Revenue growth on a
constant currency basis was also +28.7% (2022: +32.0%).
Net organic growth continued to be strong through the
year with an excellent full-year result of 19.9%
(2022: 12.0%). The rolling three year average increased
to 13.8% (2022: 9.8%).
As highlighted in our interim results, we have continued
to see particularly strong volume growth in the business.
This was driven by the expansion of our Tax Compliance
offering as well as an increased uptake of our Treasury
and Banking services. As a predominantly time and
materials business, organic growth was also supported
by strong pricing growth.
Our largest 15 clients represent 9.5% (2022: 10.7%) of
our annual revenue thereby demonstrating the lack of
customer concentration in the business. The new business
pipeline is healthy and at the period end stood at £54.9m
(31.12.2022: £45.8m).
Net organic growth was driven by gross new business
revenues in the year of £49.6m (24.9%) (2022: £23.9m,
18.4%). Within this we saw client attrition of 5.1%
(2022: 6.4%), with the three year average falling to 6.4%
(2022: 7.7%).
Alongside the increased lifetime value of our book and
long-term earnings stability, this reduction in attrition
can be attributed in large part to the high quality
acquisitions the Group has made in recent years (notably
RBC cees and SALI). In making these acquisitions, we
deployed our capital at a lower immediate rate of return
knowing that the contracts associated with these
businesses are typically of a 30 – 40 year duration and
represented a sound investment in the future of the
business.
The retention of revenues that were not end of life
remained consistent at 98.2% (2022: 98.3%) with the
rolling three year average improving to 98.0%
(2022: 97.4%).
Geographical growth is summarised below, with the
highlight being the US which grew by +70.5% and
represents 25% of our 2023 revenues (2022: 19%).
Revenue growth, on a constant currency basis, is summarised as follows.
* When JTC acquires a business, the acquired book of clients are defined as inorganic for the first two years of JTC ownership.
Acquired clients contributed an additional £17.9m in 2023 and is broken down as follows: NYPTC £5.2m and SDTC £12.7m.
UNDERLYING EBITDA AND
MARGINPERFORMANCE
Underlying EBITDA in 2023 was £85.9m, an increase of
£19.9m (30.1%) from 2022.
We are pleased to have delivered further margin
improvement with an underlying EBITDA margin of
33.4% (2022: 33.0%), despite the macroeconomic
environment remaining uncertain.
Management were also particularly pleased to be able
to deliver margin improvement at the same time as
registering organic growth of 19.9%. During periods of
heightened growth, the required up-front investment in
infrastructure and human capital inherently slows down
margin progression. This initial investment is a key
allocation of capital in order to maximise and deliver on
growth opportunities and ensure the continued
longevity of our client relationships.
REVENUE BY GEOGRAPHY
2023
REVENUE
2022
REVENUE £ +/– % +/–
UK & Channel Islands £128.2m £107.8m +£20.4m +18.9%
US £64.8m £38.0m +£26.8m +70.5%
Rest of Europe £38.7m £34.3m +£4.4m +12.7%
Rest of the World £25.7m £19.9m +£5.8m +29.3%
£257.4m £200.0m +£57.4m +28.7%
JTC ANNUAL REPORT 2023 23
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
£136.7m £163.3m£1.7m
£25.5m
£0.6m £4.8m £8.2m
2022
Revenue
2023
Revenue
Lost – Moved
service
provider
Net more
from existing
clients
Lost – JTC
decision
Lost – Natural
end/no longer
required
New clients
LOST WON
LOST WON
£63.3m £94.1m£1.0m £10.8m£0.2m £1.8m £5.1m £17.9m
2022
Revenue
2023
Revenue
Lost – Moved
service
provider
Net more
from existing
clients
Lost – JTC
decision
Lost – Natural
end/no longer
required
New clients Acquisitions*
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
INSTITUTIONAL CLIENT SERVICES
Revenue increased by 19.5% when compared with 2022 (47.4%).
Net organic growth, on a constant currency basis, was 19.4% (2022: 14.6%) with the main source of growth coming
from the US. The rolling three year average now stands at 15.2% (2022: 11.0%).
Attrition for the Division fell to 5.2% (2022: 7.5%), of which 3.5% (2022: 5.6%) was for end of life losses. The
improvement in attrition is largely attributable to the SALI and RBC cees acquisitions but also to lengthening of
structure lives as the adverse economic environment persisted.
Revenue growth, on a constant currency basis, is summarised below.
The Division’s underlying EBITDA margin increased from 31.5% in 2022 to 31.6% in 2023 and we are pleased that
the margin continues to improve in the face of outstanding growth and continued investment.
PRIVATE CLIENT SERVICES
Revenue increased by 48.5% when compared with 2022 (15.7%).
Net organic growth, on a constant currency basis, was 20.9% (2022: 8.7%) with strong growth in the Caribbean,
US, and Jersey. The rolling three year average now stands at 12.2% (2022: 8.3%).
Attrition for the Division was consistent at 5.0% (2022: 4.8%), of which 3.0% (2022: 3.3%) were for end of life
losses.
Net organic growth for the Division in 2022 had been suppressed whilst we onboarded our largest ever mandate.
This was a complex mandate to fulfil and without these revenues in 2023, the Division would have been well above
our medium-term guidance range.
Revenue growth, on a constant currency basis, is summarised below.
The Division’s underlying EBITDA margin increased from 36.3% in 2022 to 36.5% in 2023. The Division continues
to perform well and the margin improvement has been driven by the integration of NYPTC and the recent acquisition
of SDTC.
REVENUE GROWTH ICS REVENUE GROWTH PCS
* When JTC acquires a business, the acquired book of clients are defined as inorganic for the first two years of JTC ownership.
Acquired clients contributed an additional £17.9m in 2023 and is broken down as follows: NYPTC £5.2m and SDTC £12.7m.
24 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
PROFIT BEFORE TAX
The reported profit before tax was £24.3m
(2022: £35.9m).
The depreciation and amortisation charge increased to
£25.1m from £22.3m in 2022. Of the £2.8m increase,
£2.2m was as a result of intangible assets and £0.4m as
a result of increased depreciation charges on property,
plant and equipment.
Whereas in 2022 we reported an exchange rate gain
upon revaluation of our intercompany loans of £11.9m,
in 2023 there was a translation loss of £8.5m as a result
of closing exchange rates. Management considers these
gains/(losses) as non-underlying as they are unrealisable
movements from the elimination of inter-company
loans upon consolidation and do not relate to the
underlying trading activities of the Group.
Adjusting for non-underlying items, the underlying profit
before tax increased by 18.9% to £40.5m (2022: £34.1m).
The relative increase was lower than the 30.1% growth
reported in underlying EBITDA and this was due to the
increased interest expense on our borrowings that fund
M&A activity and an underlying foreign exchange rate
loss of £1.1m (2022: £2.5m gain).
The interest rate applied to our loan facilities is
determined using SONIA plus a margin based on net
leverage calculations. Policy rate increases in 2023
resulted in a £5.9m increase in the interest expense on
our borrowings.
The Board sought to increase the predictability of JTC’s
interest expense and minimise market risk over the next
couple of years. During Q4 2023, we successfully
completed a refinancing process and purchased a two
year interest rate swap covering £180m of our drawn
debt facilities. This fixed the interest rate for that portion
of the facility at c. 4.3% (excluding bank margin). The
remaining balance of the facility is chargeable at the
floating SONIA rate.
NON-UNDERLYING ITEMS
Non-underlying items incurred in the period totalled a
£16.2m debit (2022: £1.9m credit) and comprised the
following:
2023
£M
2022
£M
EBITDA
Acquisition and integration
costs 7.1 3.4
Office start-up costs 0.6 0.8
Other costs 0.4 0.2
Employee Incentive Plan (EIP) – 5.2
Revision of ICS operating model – 0.4
Total non-underlying items
within EBITDA 8.1 10.0
Profit before tax
Items impacting EBITDA 8.1 10.0
(Gains)/losses on revaluation of
contingent consideration (0.4) 0.1
Foreign exchange losses/(gains) 8.5 (11.9)
Total non-underlying items
within profit before tax 16.2 (1.9)
Non-underlying items within EBITDA were lower than
the prior period as 2022 included an EIP expense in
relation to the vesting of the second tranche of awards
made to employees in 2021.
Acquisition and integration costs of £7.1m were £3.7m
higher than 2022, reflecting the increased M&A activity
and primarily the costs associated with the acquisition
of SDTC.
Office start-up costs of £0.6m included costs in relation
to establishing the infrastructure to trade in new offices
in Austria and the Bahamas. Our experience is that these
require significant up-front investment in personnel in
advance of trading and the generation of revenues.
The gain on revaluation of contingent consideration
relates to the Segue earn-out (acquired Q2 2021) where
upon reassessment on 31 December 2023, Management
concluded that no additional payments would be due.
As highlighted in the profit before tax commentary, the
foreign exchange loss of £8.5m relates to the revaluation
of inter-company loans (£11.9m gain in 2022).
TAX
The net tax charge in the year was £2.5m (2022: £1.2m).
The cash tax charge was £4.1m (2021: £2.8m), but this
is reduced by deferred tax credits of £1.6m (2022: £1.6m)
mainly as a result of movements in relation to the value
of acquired intangible assets held on the balance sheet.
When excluding non-underlying items, our 2023
effective tax rate was 10.1% (2022: 8.2%).
With our increasing global presence, this increased tax
rate reflects the restructuring of our US businesses to
support the M&A activity in the region. This has resulted
in an increased tax charge but enables the Group to
efficiently manage its global cash flows.
The Group regularly reviews its transfer pricing policy,
is fully committed to responsible tax practices and
continues to be fully compliant with OECD guidelines.
Whilst we are not legally required to publish our tax
strategy, we consider it best practice to demonstrate
transparency on tax matters and our Board-approved
strategy is available online.
EARNINGS PER SHARE
Basic EPS decreased by 40.6% to 14.20p. Taking into
account non-underlying items and adjustments that we
make against profit for the year our adjusted underlying
EPS increased by 11.9% and was 37.23p (2022: 33.27p).
Adjusted 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, impairment of intangible customer
relationships and the unwinding of net present value
discounts in relation to contingent consideration.
RETURN ON INVESTED CAPITAL (ROIC)
ROIC for 2023 was 12.3%, reporting a strong increase
on prior year (2022: 11.5%) with both periods
significantly above our cost of capital. In 2023 we
completed the acquisition of SDTC, our largest to date,
and such outlays can result in a short-term dilution on
returns.
These investment decisions are critical and when
evaluating opportunities, we consider both the
immediate return on capital but also the long-term
potential and strategic fit. As highlighted in the
commentary on revenue, the SALI acquisition (acquired
in 2021) was an example whereby short-term return on
capital was reduced but we gained 30 – 40 year customer
life-cycles which lead to lower attrition rates as well as
significant cross-selling opportunities resulting in
attractive returns when measured over the long term.
We measure ROIC on a post-tax basis and more
information on our approach can be found in the CFO’s
Review appendix.
JTC ANNUAL REPORT 2023 25
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CASH FLOW AND DEBT
Underlying cash generated from operations was £91.2m
(2022: £60.3m) and underlying cash conversion was
106%, significantly ahead of 2022 (91%) and well above
our medium-term guidance range.
This exceptional result was driven by the acceleration in
the growth of our Treasury and Banking services and our
growing US presence, both of which continued to
shorten our working capital cycle with highly predictable
and timely cash receipts. These helped drive down our
net investment days, excluding SDTC, to 89 (2022: 110).
Management maintain their medium-term cash
conversion guidance range of 85% – 90%.
Reported net debt includes cash balances set aside for
regulatory compliance purposes. Underlying net debt
excludes this and at the period end was £123.3m
compared with £104.8m at 31 December 2022. This
increase in net debt at the year end was expected as the
business funded the SDTC acquisition in part through a
£62m gross fundraise in June and a subsequent £118m
drawdown from its debt facility on 1 August 2023.
We are pleased to report that we reduced our net debt
/ underlying EBITDA leverage at the year end to a level
below our guidance range (1.5x – 2.0x) at 1.43x
(2022: 1.59x).
The business completed a successful refinancing process
in Q4 2023 and increased its debt facilities to £400m,
with an accordion for an additional £100m. As of
31 December 2023, the Group had undrawn funds of
£176.3m providing the business with significant capacity
for further M&A activity. The facilities terminate on
4 December 2026 with an option to extend to 30 June
2028.
Post year end, on the 10 January 2024, the Group paid
out £21.1m from its cash on hand to settle the SALI
earn-out in full.
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
INTANGIBLE ASSETS
Our total assets at 31 December 2023 were £905.1m, a
c. 300% increase to the £225.3m reported in our first
post-IPO set of results (2018). Much of this increase has
been the result of acquisitions, with goodwill now
comprising 58% of our total assets with other intangible
assets representing a further 16%.
Goodwill is assessed for impairment on an annual basis,
or more frequently if events or changes in circumstances
indicate potential impairment. No goodwill impairments
were recorded in 2023. One significant and positive
change in 2023 was the consolidation of our US ICS
acquisitions into one single cash-generating unit (CGU)
– reflecting both how the segment is now managed and
the successful integration of these acquisitions.
Customer relationships that form part of other intangible
assets are subject to impairment assessments when
impairment indicators are present. Forthcoming
legislative changes in the Netherlands highlighted a
possible impairment with our previously acquired Aufisco
customer relationship. Having considered all the risk
factors, the Group decided to sell its Global Tax Support
(GTS) subsidiary (sold on 1 March 2024). The assessment
of the customer relationship balance at 31 December
2023 resulted in a £0.7m impairment. No goodwill
impairment was required for the Netherlands CGU.
DIVIDEND PER SHARE
We are pleased to propose a final dividend of 7.67p,
resulting in a 2023 dividend per share of 11.17p
(2022: 9.98p) which was a 11.9% increase on prior year.
This remains consistent with our dividend policy to
declare at 30% of adjusted underlying EPS.
MARTIN FOTHERINGHAM
CHIEF FINANCIAL OFFICER
26 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
APPENDIX: RECONCILIATION OF REPORTED RESULTS TO ALTERNATIVE PERFORMANCE MEASURES (APMS)
In order to assist the reader’s understanding of the financial performance of the Group, APMs have been included to better reflect the underlying activities of the Group excluding specific items as set out in note 7 in 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.
An explanation of our key APMs and link to equivalent statutory measure has been detailed below.
ALTERNATIVE PERFORMANCE
MEASURE
CLOSEST EQUIVALENT
STATUTORY MEASURE APM DEFINITION / PURPOSE AND STRATEGIC LINK
Net organic revenue
growth %
Revenue Definition: Revenue growth from clients not acquired through business combinations and reported on a constant currency basis where the prior year results are restated
using current year consolidated income statement exchange rates.
Acquired clients are defined as inorganic for the first two years of JTC ownership.
Purpose and strategic link: Enables the business to monitor growth excluding acquisitions and the impact of external exchange rate factors. The current strategy is to
double the size of the business by a mix of organic and acquisition growth and the ability to monitor and set clear expectations on organic growth is vital to the successful
execution of its business strategy.
For all periods up to and including 2023, Management’s medium-term guidance range was 8% – 10%.
Underlying EBITDA % Profit/(loss) Definition: Earnings before interest, tax, depreciation, and amortisation excluding non-underlying items (see note 7 of the financial statements).
Purpose and strategic link: An industry-recognised alternative measure of performance which has been at the heart of the business since its incorporation and therefore
fundamental to the performance management of all business units.
The measure enables the business to measure the relative profitability of servicing clients.
Management’s medium-term guidance range is 33% – 38%.
Underlying cash
conversion %
Net cash from
operatingactivities
Definition: The conversion of underlying EBITDA into cash excluding non-underlying items.
Purpose and strategic link: Measures how effectively the business is managing its operating cash flows. It differs to net cash from operating profits as it excludes
non-underlying items and tax, the latter in order to better compare operating profitability to cash from operating activities.
Management’s medium-term guidance range is 85% – 90%.
Underlying leverage Cash and cash equivalents Definition: Leverage ratio showing the relative amount of third party debt (net of cash held in the business) that we have in comparison to underlying LTM EBITDA.
Purpose and strategic link: Ensures Management can measure and control exposure to reliance on third party debt in support of its inorganic growth.
Management’s medium-term guidance range is 1.5x – 2.0x.
Adjusted underlying
basic EPS(p)
Basic Earnings Per Share Definition: Reflects the profit after tax for the year adjusted to remove the impact of non-underlying items. Additionally, a number of other items relating to the Group’s
acquisition activities, including amortisation of acquired intangible assets and associated deferred tax, amortisation of loan arrangement fees, impairment of intangible
customer relationships and the unwinding of NPV discounts in relation to contingent consideration, are removed.
Purpose and strategic link: Presents an adjusted underlying basic EPS which is used more widely by external investors and analysts, and is in addition the basis upon which
the dividend is calculated.
Return on Invested
Capital (ROIC)
Profit/(loss) Definition: Reflects the net operating profit after tax divided by the average invested capital.
Purpose and strategic link: Measures our capital efficiency in generating profit against deployed capital. An industry-accepted APM and one that both external investors
and analysts use in addition to statutory measures.
JTC ANNUAL REPORT 2023 27
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
A reconciliation of our APMs to their closest equivalent statutory measure has been provided below.
1. ORGANIC GROWTH
2023
£M
2022
£M
Reported prior year revenue 200.0 147.5
Impact of exchange rate restatement – 4.1
Acquisition revenues (1.0) (21.2)
a. Prior year organic growth 199.0 130.4
Reported revenue 257.4 200.0
Less: acquisition revenues (18.9) (54.0)
b. Current year organic growth 238.5 146.0
Net organic growth % (b/a) –1 19.9% 12.0%
2. UNDERLYING EBITDA
2023
£M
2022
£M
Reported profit 21.8 34.7
Less:
Income tax 2.7 1.2
Finance cost 19.2 12.3
Finance income (0.8) (0.2)
Other losses/(gains) 9.7 (14.2)
Depreciation and amortisation 25.1 22.3
Non-underlying items within EBITDA* 8.1 10.0
Underlying EBITDA 85.9 66.0
Underlying EBITDA % 33.4% 33.0%
* As set out in note 7 in the financial statements. A reconciliation of divisional EBTIDA can be found in note 4 of the financial
statements.
3. UNDERLYING CASH CONVERSION
2023
£M
2022
£M
Net cash generated from operating activities 81.3 53.3
Less:
Non-underlying cash items* 6.5 4.9
Income taxes paid 3.4 2.1
a. Underlying cash generated from operations 91.2 60.3
b. Underlying EBITDA 85.9 66.0
Underlying cash conversion (a/b) 106% 91%
* As set out in note 35.2 in the financial statements.
4. UNDERLYING LEVERAGE
2023
£M
2022
£M
Cash and cash equivalents 97.2 48.9
Bank debt (220.5) (153.6)
a. Net debt – underlying 123.3 104.8
b. Underlying EBITDA 85.9 66.0
Leverage (a/b) 1.43 1.59
28 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
5. ADJUSTED UNDERLYING BASIC EPS
2023
£M
2022
£M
Profit for the year as per basic EPS 21.8 34.7
Less:
Non-underlying items* 16.8 (1.9)
Amortisation of customer relationships, acquired software and brands 14.3 12.4
Impairment of customer relationship intangible asset 0.7 –
Amortisation of loan arrangement fees 0.8 1.1
Unwinding of NPV discounts for contingent consideration 5.1 3.5
Temporary tax differences arising on amortisation of customer relationships, acquired
software and brands (1.7) (1.5)
a. Adjusted underlying profit for the year 57.2 48.3
b. Weighted average number of shares 153.7 145.1
Adjusted underlying basic EPS (a/b) 37.23 33.27
The definition of adjusted underlying basic EPS was updated to include the removal of any impairments to acquired
intangible assets. Management consider this adjustment to be consistent with their existing treatment of acquired
intangible assets. Prior to this update, the adjusted underlying EPS was 36.76p (2022: 33.27p).
* As set out in note 7 in the financial statements.
6. RETURN ON INVESTED CAPITAL
2023
£M
2022
£M
Profit for the period 21.8 34.7
Add back:
Non-underlying items 16.2 (1.9)
Amortisation of customer relationships, acquired software and brands 14.3 12.4
Impairment of customer relationship intangible asset 0.7 –
Temporary tax differences arising on amortisation of customer relationships, acquired
software and brands (1.7) (1.5)
Net finance costs 18.4 12.1
Tax estimate on financing costs (0.3) (0.4)
a. Net operating profit after taxes 69.5 55.3
+ Closing equity 503.9 400.2
+ Closing debt 220.5 153.6
– Closing cash (97.2) (48.9)
Invested capital 627.2 505.0
b. Average invested capital (opening + closing/2) 566.1 481.4
c. ROIC (a/b) 12.3% 11.5%
JTC ANNUAL REPORT 2023 29
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
20222021 2023
£163.3m
£136.7m
£92.7m
20222021 2023
£51.6m
£43.0m
£28.0m
20222021 2023
31.6%
31.5%
30.2%
20222021 2023
£281.3m
£235.3m
£126.0m
BUSINESS REVIEW
INSTITUTIONAL CLIENT SERVICES
“What I found came as little surprise,
the ICS Division is full of world-class
talent and brimming with energy and
ideas to move the business forward.”
DEAN BLACKBURN,
GROUP HEAD OF
INSTITUTIONAL CLIENT SERVICES
AN OUTSTANDING GLOBALTEAM
One of my priorities this year was to connect with as
many of the 1,000+ members of the global ICS team in
person as possible and I was pleased to have the
opportunity to visit all 21 offices during the period, as
well hosting a regular series of virtual town hall meetings.
What I found came as little surprise, the ICS Division is
full of world-class talent and brimming with energy and
ideas to move the business forward. My focus during the
period was very much on how we could work more closely
together and bring the collective power and diversity of
our people and services to support our increasingly global
clients. I am delighted with the outstanding contribution
that the ICS Division delivered financially, operationally
and also in terms of our Shared Ownership culture.
ACCELERATING OUR GROWTH
2023 was an excellent year for ICS, with growth in
revenues to £163.3m (2022: £136.7m), and EBITDA of
£51.6m (2022: £43.0m) at an EBITDA margin of 31.6%
(2022: 31.5%). All growth in the year was organic,
meaning net organic revenue growth was a particularly
impressive 19.4% (2022: 14.6%) with record new
business wins of £20.6m (2022: £17.2m). The high levels
of growth and strong EBITDA margin helped the Group
to achieve its Galaxy era goals and further progressed
our vision to be the partner of choice for global fund and
corporate solutions. The investment made in establishing
an ICS Operations Office has delivered greater focus and
capacity to drive forward our continuous improvement
programmes across our platform through enhanced
processes and the smart application of technology,
which in turn helped yield greater consistency of client
service and efficiencies.
CAPTURING M&A VALUE
2021 saw the Division complete a record seven deals,
which naturally led to 2022 being focused on integrating
those businesses onto the JTC platform. In 2023, the
work to realise the latent value from these acquisitions
made further excellent progress, helping to deliver the
results for the year. Post period end in January we
announced that SALI, the platform fund services
business acquired in the US in 2021, had achieved its
performance targets for the two-year post completion
earn-out period. We are very pleased with SALI’s
performance and it has integrated well into the Group,
with particularly strong cultural alignment. SALI
continues to provide highly predictable, long-term
revenue streams with further opportunities for growth
in the future.
REVENUE (£M)
UNDERLYING EBITDA (£M)
UNDERLYING EBITDA
MARGIN (%)
LIFETIME VALUE WON (£M)
HIGHLIGHTS
• Strong revenue growth of 19.5% and record new
business wins of £20.6m.
• Increased global recognition for expertise and
service quality.
• Establishment of a regional management model
globally, with particular focus on the leadership of
the US business, the UK & Ireland and Africa & Asia.
• Increase in diversity of the ICS leadership team
with significantly improved employee retention.
Female membership of the Executive Committee
now 30% and a reduction in regretted turnover
within the Division from 15% in 2022 to 5%.
• Continuing investment in new and adjacent
service lines to meet clients’ needs and drive
revenue growth, including Sustainability
Services, Regulatory Compliance Services
andanexpansioninto Custody Services as
partof our Banking proposition.
• Ongoing robust risk management despite an
ever-increasing regulatory burden.
30 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
In the final quarter of the year, we announced the
acquisition of Blackheath Capital Management, a small
bolt-on deal, to our Global AIFM Solutions offering,
enhancing our capabilities in the strategically important
UK market. Regulatory approval to complete the
transaction was received post period end.
Last year I highlighted the success of our Employer
Solutions service (acquired in 2021 as the RBC cees
business) and our plans to invest in a three-year platform
enhancement programme to evolve the client experience
and accelerate and drive organic growth. The central
objectives are to re-imagine the online experience for
plan members and drive greater operational efficiency
by automating previously manual processes. During
2023 we made further excellent progress and remain on
track to complete the programme in 2024.
CLIENT FOCUS
The ever-increasing size of new client mandates we have
been seeing and winning in ICS over recent years is a
clear vindication of our ability to deliver against highly
sophisticated and complex requirements and to go
beyond the role of a traditional service provider.
Becoming a trusted adviser is central to our aims and
we are delighted to be playing such an important role
in helping to realise strategic transformation for
ourclients. As part of my visitation programme, I had
the pleasure of meeting many of our largest and most
complex clients. Their feedback on the quality of our
service provision was testament to the skill and
dedication of our people and reinforced my belief that
people-led service excellence remains the key
differentiator for JTC in our markets. This feedback was
great to hear first-hand and was further evidenced by a
number of award wins during the year, in particular for
our Fund Services teams.
RECORD NEW BUSINESS WINS
ANDDOUBLING DOWN ON
SERVICEEXCELLENCE
The macroeconomic uncertainty I referenced last year
continued in 2023. Despite these challenging conditions,
we set another record for new business wins, securing
£20.6m of new mandates (2022: £17.2m), an increase
of 19.8%. Of these wins, £4.0m came from internal
cross-sales, which was another record. It is clear that the
investments we have made – and continue to make – in
our business development and marketing capabilities
are delivering strong commercial results. As we enter
the Cosmos era, we will continue to focus on this
element of our work, with organic growth being one of
four key strategic ‘pillars’ that underpin the ICS strategy.
To support delivery of these pillars, post period end we
created two new global roles, Head of Client Experience
and Head of Strategic Execution, both of which were
filled by experienced internal candidates.
“Despite these challenging conditions, we set another record
for new business wins, securing £20.6m of new mandates,
anincrease of 19.8%.”
“The ever-increasing size of new client mandates we have been
seeing and winning in ICS over recent years is a clear vindication
of our ability to deliver against highly sophisticated and
complex requirements.”
JTC ANNUAL REPORT 2023 31
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
BUSINESS REVIEW
INSTITUTIONAL CLIENT SERVICES CONTINUED
ALL PULLING IN THE SAME DIRECTION
While celebrating the strong financial performance of
the Division, I am perhaps most proud of the less visible,
yet no less hard won, successes that were delivered
operationally in the year. We re-shaped the top-level
ICS ExCo to provide greater clarity of ownership and
ensure 100% coverage of our people, clients, financials,
and risk across the entire ICS platform. Diversity within
our senior leadership team increased substantially, with
female membership of the ExCo now 30% (2022: 10%)
and this is an area we will continue to proactively focus
on. A dedicated internal communications programme
for the Division was established and as evidenced by the
results of our annual employee survey, we have been
able to create a clearer sense of purpose, connectivity
and focused discipline across a team of more than 1,000
people, all leading to well-defined roles, greater
accountability and the unique sense of ownership that
is special to JTC.
Our move to a regional structure during the year has
allowed us to maintain our localised client-centric
approach while ensuring global strategic alignment and
the creation of the platform needed to support further
growth during our Cosmos era. At the start of the year
we established our US region with new regional
leadership and clearer structure. Later in the year we
created senior roles to lead the newly established UK &
Ireland region and post period end, we established our
Africa & Asia region to provide greater support and focus
our teams operating in these important jurisdictions
going forward. This model will continue to evolve as we
grow during the Cosmos era.
We operate in a heavily regulated industry and this
presents both challenges and growth opportunities. In
meeting the challenges, we have been proactive in
dealing with a heightened external risk environment and
engaging with regulatory bodies as well as investing in
people and technology to ensure that we can protect
the business and service our clients with exceptional
levels of risk management and integrity. We also see
growing demand from clients to support them in
navigating the complex regulatory landscape and
Regulatory Compliance Services will form part of our
future growth.
OUR PEOPLE
We are fortunate to have some of the most talented,
collaborative and client-centric people in our industry
who take pride in being a part of JTC and our ICS
business. Last year we described our plans to focus on
talent management, training and development through
the JTC Academy and international mobility, facilitated
through the JTC Gateway programmes. We made strong
progress on all fronts, as well as improving internal
communication within the Division as part of our 2023
People Plan, which was created and owned by a member
of our ExCo. We have seen clear improvements in
measurable results, including substantially reducing
regretted employee turnover during the period to 4.7%
(2022: 15.4%). We also saw highly positive feedback
through the 2023 employee survey, with a response rate
for ICS employees of 92%, from which 81% of
respondents agree with the statement that ‘there is a
positive work culture at this organisation’ and 84%
agreeing that they ‘understand JTC’s plans for future
growth and success’.
People remain our most important asset and will
continue to invest in developing and attracting the best
and most diverse talent in the industry.
LOOKING AHEAD
Having delivered such a strong performance in 2023 and
helped JTC achieve its Galaxy era goals earlier than
expected, 2024 will be about increasing our focus on our
clients, while continuing to deliver for our people and
ensuring that the platform continues to evolve in
anticipation of further growth to come during our
Cosmos era.
We have positive momentum going into 2024 and
believe that the inherent tailwinds of a growing
propensity to outsource, increasing regulation and global
wealth creation remain in place. Our regional model will
allow us to focus more acutely on the specific organic
and inorganic opportunities that best align with client
demand in our target markets.
I believe we have the right people, infrastructure and the
ambition to achieve our vision and deliver further
success during our Cosmos era.
32 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
BUSINESS REVIEW
PRIVATE CLIENT SERVICES
“We have achieved record growth and
healthy revenue figures – the business
is in the best position it has ever been
in, enjoying strong momentum as we
enter our Cosmos era.”
IAIN JOHNS,
GROUP HEAD OF PRIVATE CLIENT SERVICES
&GROUPMANAGING DIRECTOR
RECORD GROWTH
The Division had an outstanding year, with growth in
revenues of 48.5% to £94.1m (2022: £63.4m) and
EBITDA of £34.3m (2022: £23.0m), with underlying
EBITDA margin increasing by 0.2pp to 36.5%
(2022: 36.3%). Importantly, we achieved an outstanding
20.9% net organic revenue growth (2022: 8.7%). Record
new business wins of £10.2m (2022: £7.4m) included a
material contribution from SDTC following completion
of the transaction in August. Given the ongoing
uncertainty seen during the year in the macroeconomic
environment, these exceptional financial results
demonstrate the quality and the resilience of our
business and how attractive our proposition is to the
market. It is a performance that puts us ahead of many
peers in the sector and confirms our belief that the
international PCS market remains highly attractive with
structural tailwinds that support sustainable growth into
our new Cosmos era and wellbeyond.
EXPANDING OUR SERVICES
ANDFOOTPRINT
As well as growing our traditional service offering, with
our aptitude for innovation, we are expanding our range
of client solutions. During 2023, this included launching
our Strategic Transformation Services, alongside our
colleagues in the ICS Division. This draws on the deep
skills and experience we have, to help our clients,
including major global financial institutions, to achieve
lighter operating models and become more competitive
and efficient. Other organic growth drivers include our
tax compliance and regulatory reporting services,
enhanced banking services, including treasury and
custody, together with our Galaxy funds offerings from
Cayman. The proportion of PCS revenues generated by
strategic transformation and banking services alone now
stands at around 15%, which demonstrates our ability
to diversify, meet the adjacent needs of our clients and
generate outstanding organic growth.
The Division also made a major strategic move in the
period, resulting in the acquisition of South Dakota Trust
Company (SDTC), the largest acquisition by value in JTC’s
history, and a transaction for which we were pleased to
receive significant support from the market, raising
£62.0m via a placing. SDTC is a market leader in the
fast-growing personal trust market in the US, which
itself is the largest such market in the world. The deal
complements our existing US operations, and in
combination with the acquisition of New York Private
Trust Company (NYPTC), based in Delaware, in 2022 has
established us as the leading independent provider of
personal trustee and administration services in the US.
We are delighted to welcome over 100 SDTC colleagues,
as well as their clients and partners, and we see
significant opportunities ahead of us in this exciting
growth market.
20222021 2023
£34.3m
£23.0m
£20.4m
UNDERLYING EBITDA (£M)
20222021 2023
36.5%
36.3%
37.2%
UNDERLYING EBITDA
MARGIN (%)
20222021 2023
£139.8m
£100.8m
£74.8m
LIFETIME VALUE WON (£M)
HIGHLIGHTS
• Exceptional net organic revenue growth of 20.9%
and record new business wins of £10.2m.
• Acquisition of South Dakota Trust Company
(SDTC) in the US, establishing JTC as the
leadingindependent provider of personal trust
and administration services in the US.
• Our Cayman and Miami offices celebrated
their10th anniversaries and we opened a new
office in Vienna, Austria, expanding the PCS
footprint in Europe. The global reach of the PCS
Division now stands at over 500 professionals
who work closely as one team, serving clients
from 20offices.
• Welcomed new colleagues across the Division in
all regions, attracting fantastic talent from the
industry and cementing our reputation as a
leader in the PCS market.
20222021 2023
£94.1m
£63.4m
£54.8m
REVENUE (£M)
JTC ANNUAL REPORT 2023 33
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
BUSINESS REVIEW
PRIVATE CLIENT SERVICES CONTINUED
Our Miami and Cayman offices celebrated their tenth
anniversaries, with our Cayman office having grown
substantially over the Galaxy era since 2020 and our
Miami office remaining an important business
development hub in the US, alongside New York. In
Europe, we continued to strengthen our teams in the
Channel Islands with a number of high-quality new hires
and also expanded our European footprint, opening a
new PCS office in Vienna, Austria.
SERVICE EXCELLENCE PRINCIPLES
Providing excellent service has always been a key
contributor to our success, and client attrition remained
low at 5.0% in 2023. We want the JTC brand to stand as
the hallmark of quality, and we understand the contribution
our reputation for premium service and collaborative
working makes to us in winning significant new mandates.
To underscore this reputation, during the year we launched
our six client service excellence principles:
• Above and Beyond Service
• Can Do Attitude
• Entrepreneurial Outlook
• Know Your Client
• Transparent Communication
• Integrity.
These principles are aligned with JTC’s deep-rooted
Shared Ownership culture and our desire to be
recognised as best-in-class for private client services
globally. The principles are being translated into
structured training and development programmes for
our people, as well as client case studies and ongoing
internal communications to bring them to life. Post
period end we also created the new role of Head of
Client Experience for the Division. This is a global role
spanning the entire PCS network and was filled internally
from our deep pool of senior management talent.
OUR PEOPLE
We have a huge amount of talent and expertise within
PCS, and we work together across our offices and with
other parts of the business to do what’s best for our
clients and for JTC. Collectively we achieved a great deal
in 2023 and I am proud of these levels of collaboration,
which make a real difference. The results from the
employee survey were particularly strong with 93%
participation from PCS employees, of whom 82% agreed
with the statement that ‘there is a positive work culture
at this organisation’ and 84% agreed that they
‘understand JTC’s plans for future growth and success’.
We have excellent rates of staff retention with just 3.2%
regretted turnover for Private Client Services in 2023.
In addition to M&A activity, we welcomed new
colleagues across the Division in all regions, attracting
fantastic talent at all levels cementing our reputation
as a leader in the PCS market.
LOOKING AHEAD
Having had the privilege of leading the PCS Division for
over 10 years now, it is immensely rewarding to see the
business deliver such exceptional performance, while
continuing to innovate, develop and at all times maintain
its commitment to meeting and then exceeding the
expectations of our clients. The historical foundation of
PCS in the Channel Islands and Europe is as strong as
ever and looking ahead, our business in the Caribbean
and US has now reached another level with our expanded
service offering and the addition of SDTC to our
platform. We believe that the client service excellence
principles we are embedding will guide the future
evolution of the PCS Division and ensure we maintain
our unique culture as we capture the exciting growth
opportunities we see ahead of us during the Cosmos era
and beyond.
“It is immensely rewarding to see the business deliver such
exceptional performance, while continuing to innovate,
develop and at all times maintain its commitment to
meeting and then exceeding the expectations of our clients.”
34
JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
SUSTAINABILITY
SUSTAINABILITY
“As our business has evolved
and grown from one era
to the next, so too has our
sustainability strategy.”
WENDY HOLLEY
CHIEF OPERATING OFFICER
AND CHIEF SUSTAINABILITY OFFICER
ENVIRONMENTAL
SOCIAL
GOVERNANCE
INTRODUCTION
In 2023, our approach to sustainability evolved to meet
the needs of our growing business, clients, investors and
other stakeholders. We committed to net zero carbon
emissions by 2030, reported publicly under the Carbon
Disclosure Project, and began our first global landlord
survey, all while remaining a Carbon Neutral+
organisation. We reviewed our ESG ratings with three
major ratings agencies, and this has informed our
priorities in sustainability-related projects, including a
review of policies in the public domain, enhancements
to our disclosures, and our intent to use the Science
Based Targets initiative. We launched our second annual
employee survey and the Employee Voice Forum.
Through our Sustainability Forum, board-level oversight,
and Sustainability Services practice, we retain our focus
on governance, risk management, and control of
sustainability risks and opportunities.
2.69
Tonnes of carbon per employee
4,623
Tonnes of carbon offset
25
Landlords contacted
forsurveyproject
4%
Employee turnover rate
59%
Of employees are female
334
Employees participated
inmanagement training
299
Employee promotions
£255k
Donated, fundraised
andcontributed to charity
14,125
Training hours logged
onJTCAcademy
2030
Our net zero target
38%
Of board members female
63%
Of Board members are
Non-Executive Directors
JTC ANNUAL REPORT 2023 35
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
SUSTAINABILITY CONTINUED
OUR ESG FRAMEWORK
The purpose of our
ESG Framework
is to focus on
the sustainability
objectives that
are most relevant
to our business.
Theseare our
people, data and
the environment.
ENVIRONMENTAL SOCIAL GOVERNANCE
Climate risk, natural capital,
carbonemissions, energy
efficiency,wastemanagement
Diversity, equity and inclusion,
humanrights, community relations
Shared Ownership, JTC Academy,
JTCGateway, JTC Wellbeing,
employeeengagement
Data management and security, ethics, risk,
succession, stakeholder engagement
Purpose and culture, Board composition,
executive compensation, audit and risk
UN SDGS*
STRATEGIC
OBJECTIVES
• 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 sustainability matters
including the rapidly evolving regulatory
landscape on the path towards net zero
• 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 sustainability and
wellbeing of local communities where we live
and work
• 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
SUPPORTING
TARGETS &
ACTIVITIES
• Achieve net zero by 2030
• Measure our carbon footprint and as we work
towards net zero, remain Carbon Neutral+ by
purchase of validated carbon offsets
• Expand expertise and capacity to deliver
Sustainability Services to clients
• Measurably increase employee awareness of
environmental strategic objectives
• 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
• 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
2023 STATUS
• Reported under TCFD with expanded framework
• Maintained Carbon Neutral+ status
• Reported to Carbon Disclosure Project
(CDP)publicly
• Signatory to the UN Principles of Responsible
Investment across the Group
• Selected the Science Based Targets initiative
(SBTi) as our chosen net zero framework
• Second Annual Employee Survey with 89%
participation rate
• Continued focus and investment in training
and development
• Launched Employee Voice Forum (EVF)
• Sector-leading employee retention at 96%
• Continued focus on employee wellbeing and
flexibility through remote-working policy
• Employee participation in selecting carbon
offset projects and supported charities
• Expanded membership of SustainabilityForum
to include more operational functions
• Proactive engagement with prominent ESG
ratings agencies (MSCI and Sustainalytics) with
rating improvement from BB to BBB from MSCI
• Independent NED, Kate Beauchamp responsible
for ESG oversight and Chair of Governance and
Risk Committee
• Terms of Reference provide Board level
consideration on ESG risks and opportunities
* UN Sustainable
Development
Goals
Over time, we fully expect our
ESG framework to evolve and
new elements will be added for
us to define, measure and track.
36 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TBC
TBC
SUSTAINABILITY CONTINUED
OUR SUSTAINABILITY TIMELINE
ENVIRONMENTAL SOCIAL GOVERNANCE
1987
2023
2022
2022
JTC launches its
Sustainability
Services product
offerings
2022
JTC becomes a signatory of
the UN Principles of
Responsible Investment
1987
JTC is founded
2022
Kate Beauchamp
isappointed as a
Non-Executive
Director
2022
Wendy Holley
appointed JTC’s first
Chief Sustainability
Officer
2022
Updates made to
Terms of Reference
toprovide Board level
consideration on ESG
risks and opportunities
2018
2nd Shared Ownership
award of £14m is made
when the Group IPO’s
JTC Wellbeing launched
2017
JTC Gateway launched
1998
Nigel Le Quesne
creates JTC Shared
Ownership and
establishes it with
half of his own
equity
2012
1st Shared
Ownership award
of £12m is made
2015
JTC
Academy
launched
2021
JTC reports under
SASBfor the first time
JTC becomes a Carbon
Neutral+ company
JTC reports under
TCFDfor the first time
2022
JTC discloses under
CDP for the first time
Review of ESG
ratings agency
reports
JTC sets a Net Zero 2030
target with intention to
commit and apply to the
ScienceBased Targets
initiativeframework
JTC Gives launched
Global
landlord survey
for JTC premises
Employee
Voice Forum
established
JTC ANNUAL REPORT 2023 37
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
SUSTAINABILITY CONTINUED
PROFESSIONAL INTEGRITY
As a people-based professional
services business, JTC employees
must act with integrity in all that
they do. JTC has a set of guiding
principles and behaviours.
Employees receive ongoing training
and complete an Annual Employee
Declaration which includes the
following:
• Professional codes of conduct
• Regulatory/legal matters
• Conflicts of interest
• AML/Sanctions
• Data loss, fraud prevention and
whistleblowing
• Personal Account Dealing
DATA PRIVACY
ANDSECURITY
As a service provider, we recognise
the importance of our information
assets and our responsibility to keep
data private and secure to protect
the interests of our clients and
partners. JTC has policies,
procedures, and training in place to
ensure best practices are followed:
• Dedicated Information Security
Team & Data Protection Office
• Use of best in class software
• Adoption of industry standard
regulatory and compliance
requirements and Security and
Risk frameworks
Read more in our SASB disclosure on
pages 53 and 54.
ENVIRONMENT AND RISK
Risks, including environmental and
social risks, are catalogued and
centrally managed. Employees
receive training and education to
ensure business line risks are
managed and ensure timely
escalation to management. The
following practices are in place:
• Dedicated risk management
with executive oversight
• Centralised risk register to
catalogue key risks
• Three lines of defence-Group
Risk owners, Group Risk and
Compliance, Internal Audit
Read more on Climate and Supply
Chain on pages 50 to 52, in our Risk
Management section on pages 55
to 59 and in the report of our
Governance & Risk Committee on
pages 84 to 86.
PEOPLE & CULTURE
Our people are our most important
asset. JTC’s Shared Ownership
culture means every employee is an
owner, which fosters a culture of
responsibility, a long-term
perspective and aligns our interests
with those of our clients and other
stakeholders.
A number of programmes and
initiatives in place specifically focus
on development and retention of
employees:
• JTC Academy
• JTC Gateway
• JTC Wellbeing
• Annual Employee Survey
Read more about our people
andculture programmes on pages
40 to 48.
GOVERNANCE
PRIORITIES
38 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
PLC BOARD
1
GROUP HOLDINGS BOARD
3
PLC SUSTAINABILITY FORUM
HR IT LEGAL RISK COMMS CO SEC
4
GOVERNANCE AND
RISKCOMMITTEE
2
KATE BEAUCHAMP
NON-EXECUTIVE DIRECTOR AND
CHAIR OF GOVERNANCE AND RISK
COMMITTEE
SUSTAINABILITY CONTINUED
GOVERNANCE OF ESG
AND SUSTAINABILITY
ESG and sustainability matters are handled across
business lines with day-to-day responsibility and
oversight at various levels of the organisation. In addition
JTC has chosen to participate in several external initiatives
and frameworks which help usstayinformed on how
other firms globally aredealing with these challenges.
1
PLC BOARD
JTC’s Board of Directors has oversight of sustainability
matters. In 2023 we formally updated the Terms of Reference
of all Board Committees to ensure that sustainability
permeates our strategy throughout the Group.
2
GOVERNANCE AND RISK
The Governance and Risk Committee has responsibility
for sustainability related considerations. The Sustainability
Forum reports progress on the Sustainability roadmap to
the Governance and Risk Committee via the Group
Holdings Board.
3
GROUP HOLDINGS BOARD
The Group Holdings Board ensures that our sustainability
strategy is embedded into operations within the
business on a Group-wide basis.
4
SUSTAINABILITY FORUM
The Sustainability Forum has responsibility for day-to-
day sustainability matters and projects. With
representation across business lines, the forum is a
working group and includes senior leaders responsible
for key functions that support delivery of the
sustainability programme.
EXTERNAL BODIES
LEVEL 1LEVEL 2LEVEL 3
JTC ANNUAL REPORT 2023 39
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
SUSTAINABILITY CONTINUED
THE ANNUAL EMPLOYEE SURVEY
In line with our ESG framework (see page 36) and our
specific focus on our people, in 2022 we launched our
annual employee survey, which seeks to understand how
our people feel about life at JTC – what works well, and
where we can improve. The findings are discussed at all
levels within the business and the Employee Voice Forum
was created to coordinate follow up action and
communication. In 2023 we partnered with Anova, a
science-backed employee engagement survey platform
that collates data to help organisations build happier,
healthier workforces.
RESPONSE RATE
EMPLOYEE NET PROMOTER SCORE
VALUE OF SHARED OWNERSHIP UNDERSTANDING OUR STRATEGY
(+29PP 2022)
voluntary
response rate
from global team
(+10 2022)
Group-wide
employee Net
Promoter Score
(+3PP 2022)
agree that they
value being an
employee owner
at JTC
(+1PP 202 2)
agree that there
is a positive work
culture at JTC
(+11PP 2022)
understand JTC’s
plansfor future
growthand
success
89%
OF EMPLOYEES TOOK PART
There was a significant increase in participation,
which we attribute to improved communication
and increased awareness and engagement.
There was an improvement in JTC’s overall
employee Net Promoter Score which increased
from 6 in 2022 to 16 in 2023.
Employees reported that they value highly JTC’s
Shared Ownership scheme, where every employee
is an owner of the business.
Employees expressed a clear understanding of
future plans for business growth and long-term
success, including our Cosmos era plan.
POSITIVE WORK CULTURE
Employees across the Group feel that the work culture
they see and experience at JTC is a positive one.
89%
16
85%
83%
86%
40 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
SUSTAINABILITY CONTINUED
OUR EMPLOYEE VOICE
“The organisation has
strong core values which
are visible in our day-to-
day activities”
“People
come first”
“JTC invests in
excellent training
opportunities for
employees”
“The culture of JTC is
what inspires me to work
here and is also why
Iwould recommend JTC
asa service provider”
“JTC has the clients’
interest at heart and
this is what makes all
the difference”
“We strive for
excellence”
“Shared Ownership
is theessence of
who we are as
anorganisation”
“Our company
isreally good at
what it does”
“Shared Ownership
isa unique culture
and great incentive
for employees”
“Hard work
isrewarded”
SHARED
OWNERSHIP
SERVICE
EXCELLENCE
MAXIMISING
POTENTIAL
Quotes from our 2023
Annual Employee Survey
JTC ANNUAL REPORT 2023 41
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
37%
EMPLOYEES WANT TO
KNOWMORE ABOUT AI
SUSTAINABILITY CONTINUED
EMPLOYEE ENGAGEMENT
COMMUNICATIONS
CHAMPIONS
EMPLOYEE VOICE FORUM
SUSTAINABILITY FORUM
Our Communications Champions are representatives of
all levels from across our global office network. They
meet monthly to discuss life at JTC and in particular, the
effectiveness of our internal communications. In our
culture of Shared Ownership, it is important that each
individual voice is heard and valued. By listening to our
people, we aim to ensure the forum’s work aligns with
our business strategy.
Led by our Chief Communications Officer, the virtual
meetings aim to capture feedback about current Group
initiatives and answer any questions. Each conversation
is noted and communicated as appropriate, with points
for action and further discussion. Topics to date include
Shared Ownership, employee survey feedback, charitable
giving, PLC updates, wellbeing, and the development of
our intranet, Joogle. We have also used Joogle to raise the
forum’s profile and get more people involved.
The Employee Voice Forum (EVF) was set up in 2022
after our inaugural annual employee survey as part of
our commitment to our Shared Ownership culture.
Formed from senior representatives from across the
organisation – and reporting directly to our Divisional
ExCos and the Group Holdings Board – the EVF serves
as a conduit for employee feedback and actionable
improvement as a direct outcome of the results from
each survey.
Over the past year, the EVF has supported change across
the Group, guided by the global themes of people,
culture, recognition and communication.
The Sustainability Forum is responsible for the day-to-
day delivery of our sustainability framework and
roadmap. Providing regular updates to both the Group
Holdings Board and PLC board, the forum is Chaired by
Wendy Holley, in her capacity as CSO.
In 2023, the forum’s work was highlighted to the wider
business, noting its growth to over ten members
representing key functions, including HR, IT, Risk
&Compliance, Company Secretarial, Marketing, Legal
and Premises.
In developing the forum’s profile, we ran a Group-wide
sustainability poll for 10 days, aiming to understand
what sustainability issues matter most, and where our
employees wanted more information and more action.
The responses were organised in alignment with ourESG
framework, focusing on: people, data andenvironment.
• PEOPLE: 11% of respondents wanted to learn
more about the JTC Gives programme, so we
created a hub on Joogle, where employees can
findout how to get involved, how to apply for a
donation to their favourite causes, and how much
the Group has raised.
• DATA: 37% of participants highlighted AI use
andrisks as learning priorities for 2023. In response,
we setup our AI Forum, which now has over
80 members from 15 jurisdictions.
• ENVIRONMENT: 19% of respondents asked
formore information on calculating our carbon
footprint and carbon offsetting. This led to an
in-depth Joogle series explaining how our
measurement and offsetting works.
42 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
SUSTAINABILITY CONTINUED
77
HIRES MADE THROUGH THE EMPLOYEE
REFERRAL SCHEME
“Starting a new career at JTC has been a smooth and effortless process for me.
The supportive culture creates an environment where asking questions, even lots
of them, is warmly welcomed. I’ve had opportunities to shadow team members,
which helped me understand both my role and the wider business better. The
training and support I received while taking on this new role have made me
feel positive about my future at JTC. Our office has a friendly and encouraging
atmosphere, which makes each day at work a new chance to learn and grow.”
SYIFAA NABIR
ASSISTANT ADMINISTRATOR – EMPLOYERSOLUTIONS, EDINBURGH
JTC Academy provides a structured development
programme, with materials and training tailored to each
person’s job role, ambitions, performance and potential.
With over 6,000 industry-leading learning materials
available in 16 different languages, the Academy covers
subjects from business skills and technical know-how
to office productivity and wellbeing. Topics for technical
training sessions include corporate insolvency, funds and
investment of assets. We also offer a range of leadership
and management programmes.
In wellbeing, the Academy helps develop our Mental Health
First Aid network, which has already proved its value to
employees. We are now including this as a module in Managing
the JTC Way, making it a requirement for all our managers.
In 2023, our employees logged over 14,000 training hours
and submitted 223 requests for external training. They also
joined over 1,400 group and individual mandatory training
sessions on anti-money laundering and data protection.
Throughout the year, employees enrolled on 3,355 CPD-
based sessions, and all new joiners continued to receive a
comprehensive induction.
JTC EMPLOYEE REFERRAL SCHEME
Following the enhancements to our employee referral
scheme in late 2022 – where employees who refer new
employees to the Group can receive an increased award
and allocation of shares – we made 77 hires this way
(16% of the 2023 total). Our people’s recommendations
not only brought significant savings in recruitment-
agency fees, but also ensured we had like-minded
individuals joining us.
OWN YOUR FUTURE – CAREERS AT JTC
Our new and improved Careers at JTC web pages
promote how we offer a career for life. The strapline,
‘Own Your Future’ reflects our Shared Ownership culture
and celebrates the diversity of life here. We believe our
first-class learning and development courses (offered
through JTC Academy), an enhanced benefits package,
our meritocratic approach to promotions, and our
wellbeing and sustainability programmes really do set
us apart.
As part of JTC Academy, specific knowledge banks offer
our employees an overview of the services each part of
the business can offer. As we continue to grow, these
knowledge banks help our people spot new opportunities
– for clients and to enhance our products and services.
JTC ACADEMY
MANAGING THE JTC WAY
195
Delegates in 2023. The programme was
reviewed and updated in 2023 to provide
a more flexible delivery structure.
JTC DESIGNED MANAGEMENT PROGRAMMES
3
In-house management programmes to
support our people as leaders through
various stages of their careers
EXTERNAL TRAINING
223
Requests for external training
opportunities by employees
STEP UP TO MANAGEMENT
61
Management training delivered
to 61 delegates in2023
LEADERS IN OUR NAME
78
Delegates to the Leaders in Our
Name programme
AML/DATA PROTECTION
1400+
Group and individual sessions
undertaken by teams across the
global related to Anti-Money
Laundering and Data Protection
WELCOME TO JTC
30+,
Hours, 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.
POLICY REQUIREMENTS
All activity is now trackable ensuring adherence
topolicy requirements and jurisdictional specific
enhancements to our core induction programme
have commenced and will continue into 2024.
JTC ANNUAL REPORT 2023 43
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
JTC ACADEMY
SUSTAINABILITY CONTINUED
DIVERSITY EQUITY AND INCLUSION
In terms of Equity practices, JTC’s Equal Opportunities
and Dignity at Work Policy was reviewed against the
relevant Jurisdictional Labour laws in 2023 and is still
considered fit for purpose. This also applies to our
Grievance policy, which was refreshed in 2023.
A wide range of initiatives were rolled out in 2023
aimed at fostering an inclusive workplace culture.
These include:
• A “Learn about DE&I” presentation,
• Unconscious Bias training,
• Prevention and elimination of discrimination and
harassment in the Workplace training,
• Imposter Syndrome training
• Joogle intranet articles on standing together with
Pride, gender and identity and celebrating diversity.
Plus videos on various religious holidays, LGBTQ+,
Black History Month, International Women’s Day,
Autism awareness and menopause.
• A project team lead with a dedicated DE&I remit
will be appointed in 2024 to further develop our
DE&I strategy and deliver on roadmap proposals.
• Read more about the diversity of our workforce in
our SASB disclosures on pages 53 and 54.
EQUAL OPPORTUNITIES AND DIGNITY
ATWORK POLICY
JTC is an equal opportunity employer and is committed
to ensuring that the terms and conditions of employment
of the employee and potential employee are equitable
and non-discriminatory. This means that job applicants
and employees will be treated fairly regardless of their
age, sex, marital status, sexual orientation, gender
reassignment, race, nationality, ethnic origin, disability,
pregnancy/ maternity, religion or religious beliefs. JTC
will seek to promote equal opportunities and prevent
harassment and bullying by publicising and
communicating this policy; by providing appropriate
training and guidelines for those with designated
responsibilities and by raising awareness through staff
development.
Further, JTC will continually monitor its policies and
practices to ensure that these principles are upheld. It is
every employee’s right to be treated with dignity and
respect, which in turn will be conducive to performance,
self-development and career advancement.
All employees, whether part-time, full-time or
temporary, will be treated fairly and with respect.
Selection for employment, promotion, training or any
other benefit will be on the basis of aptitude and ability.
All employees will be helped and encouraged to develop
to their full potential and the talents and resources of
the workforce will be fully utilised to maximise the
efficiency of the organisation.
This policy and any associated arrangements shall
operate in accordance with statutory requirements.
Every individual, at whatever level, has a responsibility
to implement this policy.
44 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
“I am incredibly grateful for the support
I received from our HR team and all
my JTC colleagues, who contributed
with references and ideas to help push
everything over the finish line. Together
they made a significant difference and
eased the process massively.”
SUSTAINABILITY CONTINUED
JTC GATEWAY
In 2023, Dewi Habraken, Senior Director – Business
Development, relocated from our Amsterdam office
to New York. This offered an exciting challenge in
a broader role, covering not only the Netherlands
but also our EMEA business. Reflecting on his move,
Dewi acknowledged the help he received from JTC:
The JTC Gateway programme offers our people the
opportunity to work in Group locations around the
world, supporting their personal and professional
growth. They learn more about themselves and each
other, how the business operates and how to adapt to
change in a global environment.
“We’re a global firm for a reason
and moving to a different region
is a connection to the rest of
JTC on a whole new level. It’s a
valuable way to gain and bring
new perspectives and ideas
onthe business, and overall,
agreat personal experience.”
DEWI HABRAKEN
JTC ANNUAL REPORT 2023 45
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
SUSTAINABILITY CONTINUED
Supporting our employees’ mental and physical wellbeing
remains a key priority for us. The number of JTC Mental
Health First Aiders (MHFA) has continued to grow, with over
44 trained MHFAs across 12 jurisdictions. These volunteers
have trained in an accredited Level 3 Mental Health First Aid
course, and the scheme has enabled 12 new volunteers to
train and eight existing MHFAs to re-certify in 2023, giving
more people access to support resources.
‘Wellbeing Wednesdays’ are a monthly feature on
Joogle, addressing matters including building an
impactful routine, how to unplug from the digital world,
financial wellbeing and spreading positivity. We also
launched a series of live and recorded wellbeing sessions,
covering female health and wellbeing, and men’s
physical and mental health, alongside a ‘Mind Strength
Toolkit’ talk by clinical psychologist, Dr. Jodie Lowinger.
Our communications also marked key dates throughout
the year, such as Brew Monday, Endometriosis Awareness
Month, World Health Day, World Suicide Prevention Day
and World Mental Health Day.
To promote our enhanced benefits scheme, our benefits
team hosted a series of presentations on what is
available in different jurisdictions. These covered areas
including Shared Ownership, financial benefits, health
and wellbeing, charitable giving, pensions, annual leave
and our recruitment referral scheme.
Our expanded Employee Assistance Programme
supports our people through everyday challenges,
providing a confidential service, 24/7, 365 days a year.
The expert advice available covers topics such as
personal finances, parenting, and work-life balance.
WELLNESS FESTIVAL
In October, we hosted our Wellness Festival, a two
week celebration of mind, body and soul, with
#positivetogether as this year’s theme. Employees
could access articles, online workouts and masterclass
sessions on nutrition, mental health, financial wellbeing,
meditation and exercise. All the sessions were recorded
and hosted online, so everyone could get involved.
Each location was also encouraged to host in-person
wellness activities. Examples included healthy snacks and
juices in Fareham and Enniscorthy, a breakfast bar in London,
mindfulness sessions in Edinburgh, and yoga in Jersey.
PROMOTIONS ACROSS THE GLOBE
In 2023, we promoted 299 of our people within their
roles, recognising individual performance,
commitment to professional development and
contributions to JTC’s ongoing growth. Covering all
levels from Administrator to Group Director, the
promotions were made across 12 jurisdictional
teams, including 90 in Jersey, 53 in South Africa, 30
in the UK, 31 in the US, 18 in Mauritius, 17 in
Guernsey, 14 in Amsterdam, 12 in Ireland, 8 in
Cayman, 16 in Luxembourg, seven in the Isle of Man,
and three in Dubai.
“The 2023 promotions reflect the ongoing achievements
ofouremployees, who have been acknowledged across
ourUS,European, African and Asian operations. It’s fantastic
that this year we have been able to recognise the outstanding
efforts of 299 of our employee-owners. It also emphasises
the importance of our Shared Ownership culture, our vision
to succeed and our commitment as a business in supporting
the professional development and career aspirations of all
JTCemployees.”
WENDY HOLLEY
CHIEF OPERATING OFFICER
299
PROMOTIONS MADE ACROSS THE GLOBE
JTC WELLBEING
46 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
SUSTAINABILITY CONTINUED
JTC ACTIVE
Our JTC Active programme gets teams involved with
sporting events, promoting a healthy and active lifestyle
while supporting local charities. This year, almost 50
different initiatives included football, padel tennis,
aerobics, cycling, and climbing the UK’s Three Peaks.
A highlight was Walk All Over Cancer, in March, raising
over £2,500 for Cancer Research UK, with more than
100 individuals walking or running every day to reach
10,000 steps. In November, 28 employees walked, ran
or cycled 60km as part of our Movember Men’s Mental
Health Campaign, raising over £800 while growing some
impressive moustaches.
HR Director, Ben Phelps, accomplished an epic Three
Peaks challenge in aid of the Jersey JTC Gives charity
of choice, Love Beth, funding bone-cancer research.
He climbed all three peaks – Snowdon, Scafell Pike and
Ben Nevis in the UK – and cycled between each one,
travelling over 500 miles and climbing more than
23,000 feet. This inspired Ben’s Jersey colleagues to
take part in their own ‘Peak in a Week’, walking,
running or cycling at least one peak between 31 August
and 7 September, with many completing all three.
They raised £1,047 for Love Beth, taking Ben’s total to
£12,000.
JTC SOCIAL
The JTC Sports and Social calendar flourished in 2023,
with a record number of locations getting involved.
Company-wide activities – such as Donut Day, our
Virtual Music Quiz and #FestiveTogether desk decorating
– inspired employees to get together and meet
colleagues across our ever-expanding global team. Other
events included the Jersey Studio 54 Summer Party, a
cruise down the River Thames in London, South Dakota’s
Family Fun Day and the Mauritius team-building event.
FIFTH ANNIVERSARY CELEBRATIONS
To mark the fifth anniversary of JTC listing as a PLC on
the London Stock Exchange, we sent special JTC-branded
cakes to all our employees. As well as thanking our
people for all their hard work, it was a great way to
recognise our shared achievements.
JOOGLE
Dubbed ‘the people’s platform’, Joogle is a hub for
business updates, tools and systems, and for stories
illustrating our Shared Ownership culture. In a survey of
users, 85% said they would feel less connected to JTC if
Joogle were to disappear.
In 2023, we published over 520 stories on Joogle, and its
influence continues to grow, with over 10,000 reactions
and 1,000 comments during the year. It is encouraging
to see the platform being used not just for one-way
communication, but also for employee contributions.
We have also developed the platform to target specific
regions and divisions with relevant updates. This helps
us avoid information overload, while still giving people
access to all activities and making them feel part of a
bigger, diverse collective.
REWARD AND RECOGNITION
At JTC, we recognise those who go beyond the call of
duty to push a project over the line or ensure
exceptional client service. This year, our Above and
Beyond initiative identified 21 employees whose
achievements included providing a superior client
experience in Amsterdam, conquering a complex
onboarding business proposal in the Isle of Man and
meeting tight filing deadlines in South Africa. From
Mauritius to Luxembourg, outstanding people were
nominated in nine different locations.
£2,500
RAISED FOR CANCER RESEARCH UK WITH
100 INDIVIDUALS WALKING EVERY DAY
21
EMPLOYEES WERE RECOGNISED THROUGH
OUR ABOVE AND BEYOND INITIATIVE
JTC ACTIVE, JTC SOCIAL
JTC ANNUAL REPORT 2023 47
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
SUSTAINABILITY CONTINUED
CHARITABLE GIVING
In 2023, we launched JTC Gives, our employee-led
Corporate Social Responsibility programme that
supports the communities where we live and work. It
encourages our people to get involved in fundraising and
donations, through a structured framework that lets
them choose charities within three remits: knowledge
(encompassing youth, education and innovation);
sustainability (climate, environmental protection and
ecological development); wellbeing (physical and mental
health, quality of life, and DE&I). We based these remits
on the causes our people have previously championed.
Through JTC Gives, each of our offices receives a £3,500
grant for their chosen charity and then organises at least
one fundraising event to boost this donation. To date,
we have donated more than £130,000 to over 25
charities in this way. More than 70% of our offices have
added to their grants through events including bake
sales, cycle rides, obstacle courses, dress-down days and
a second-hand restyle shop.
Employees can also request donations when they take
part in fundraising events or challenges. This year, we
have considered requests from marathon runners,
triathletes, bungee jumpers, sponsored walkers, bakers
and more.
Through our community sponsorship programme, we
support organisations and individuals in endeavours that
align with our Shared Ownership principles. This year,
we sponsored Channel Islands Pride, ran workshops for
Jersey school pupils and sponsored the Isle of Man Breast
Cancer Now quiz.
JTC Gives also supports global causes, such as the Syria
and Turkey earthquake appeal, the Ukraine humanitarian
crisis, International Nurses Day and the Natural History
Museum Urban Nature project for World Environment
Day. In total this year, we supported more than 70
initiatives through our fundraising activities and
volunteering events.
PAYROLL GIVING ENHANCEMENT
We give employees in participating jurisdictions the
opportunity to donate to a chosen charity through
payroll giving, and we match their donations. From
March 2023, we increased our contribution from 50%
of donations to 100%, up to £25 a month.
2023 SEASON’S GREETING CHARITY
OFCHOICE
We continued our tradition of donating to charity
instead of printing and posting festive cards to clients.
This year, we donated £5,000 to Save The Children,
whose emergency response has been a lifeline to families
fleeing violence in crisis locations around the world.
£255,000
DONATED TO MORE THAN
70+
INITIATIVES
“In total this year, we supported more than 70 initiatives
through our fundraising activities and volunteering events.”
48
JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
SUSTAINABILITY CONTINUED
SUSTAINABILITY SERVICES
FOROUR CLIENTS
WALKING THE TALK
As a leading, publicly listed, professional services
business, we recognise the responsibility and opportunity
to support our clients in achieving their own
sustainability goals and obligations.
In 2023 we further developed our sustainability services,
expanding our team of experts in the UK, Europe and
the US.
Our offering is aligned with our core funds, corporate
and private client service lines and seeks to capture the
commercial opportunities that sustainability, impact
and ESG present.
ADVISORY
The sustainability landscape continues to evolve rapidly
and our clients turn to us for support in understanding
both the challenges and opportunities they face. Our
advisory service provides everything from ESG Health
checks and Board-level training to policy reviews and
bespoke strategic planning.
REGULATORY COMPLIANCE
A key consideration for many clients is compliance with
mandatory regulations, particularly in Europe where
sustainability legislation is considered to be most
advanced.
Taking into account our existing client base, in 2023 we
focused in particular on the Corporate Sustainability
Reporting Directive (CSRD) for corporate clients and the
Sustainable Finance Disclosure Regulation (SFDR) for
funds clients.
OUTSOURCED REPORTING
Sustainability reporting, whether mandated or
voluntary, can be difficult and time consuming.
It requires a detailed understanding of the relevant
frameworks as well as appropriate methods and systems
to collect and process large amounts of data. These
characteristics represent a sweet spot of capabilities for
JTC, mirroring our success in tax compliance reporting.
Our outsourced reporting service aligns with the long-
term relationships that we develop with clients and
enables them to focus on their core competencies.
As well as European clients driven by regulatory
demands, our outsourced reporting service is also used
by US clients in the impact funds space.
VIRTUAL CHIEF SUSTAINABILITY OFFICER
Our virtual Chief Sustainability Officer (vCSO) service gives
clients access to the benefits of a professional CSO and
associated team on a flexible, outsourced basis, thereby
reducing overheads and creating a bespoke sustainability
programme that draws on our advisory, regulatory
compliance and outsourced reporting capabilities.
DAVID VIEIRA
GROUP HEAD OF
SUSTAINABILITYSERVICES
JTC STUDY IN PARTNERSHIP WITH
THE ASSOCIATION OF INVESTMENT
COMPANIES. READ MORE AT
HTTPS://WWW.JTCGROUP.COM/NEWS/
ESG-INVESTMENT-TRUST-COMPANIES/
c. 50,000
COMPANIES IMPACTED BY CSRD
JTC ANNUAL REPORT 2023 49
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
SUSTAINABILITY CONTINUED
business travel, including travel by air, which is a key
contributor to our total emissions, did not reflect post-
pandemic ‘new normal’ conditions for JTC. This was a
major contributing factor to the year-on-year increase
in our emissions per employee (see page 51). Taking this
latest knowledge into account, we are transparently
revising our baseline year to 2023 and our net zero plans
and targets will be based on these figures moving
forward.
REPORTING TO CDP
In 2023, we made our first public submission to the
Carbon Disclosure Project (CDP). By joining a growing
number of organisations and jurisdictions which choose
to voluntarily disclose detailed information about
carbon emissions and climate-change risk management,
we aim to learn and apply best practices.
GLOBAL LANDLORD SURVEY
In 2023, we contacted all our landlords to capture data
on our real-estate footprint in each office. We asked
about space, heating/cooling, and carbon-reducing
measures already in place. We hope this will help us gain
a better understanding the environmental impact of our
global office footprint, and show our landlords we are
concerned about these issues.
In the coming year, we will continue to gather
information from landlords, supporting our carbon
calculation and net-zero efforts.
JTC HOUSE
Our buildings and infrastructure will help us reach our
sustainability goals. Our headquarters, JTC House in
Jersey, was awarded a 70% excellence score through
BREEAM, the second-highest rating for commercial
premises. To reduce our carbon footprint further, we
have taken other steps involving more than just the
building:
• RECYCLED STATIONERY SUPPLIES – pens,
notepads, post-its and rulers are all recycled.
• ‘OUR EARTH PAPER’ – by using this, we support
the Durrell Wildlife Conservation Trust and its work
in preserving biodiversity.
• WATER AND ENERGY – the building’s water supply
cuts off when the last person leaves; LED lights and
air conditioning shut off at 8pm; heat recovered
from the extracted air is used to heat the toilets.
• SEDUS FURNITURE – all our office furniture comes
from Sedus, which channels its profits into social
and ecological projects.
• CONSUMABLES – where possible, all our
consumables are Fairtrade, and we have stopped
using bottled water, installing Zip Taps instead.
• RECYCLING – we have designated bins for paper,
cans and plastic, and we donate the cans to the
Durrell ‘Cans for Corridors’ scheme, creating wildlife
corridors in the Brazilian rainforest.
• PAPER REDUCTION – to reduce paper use, JTC
Academy is leading the move from paper based
HRforms to online application and approval
processes. To date, 16 paper forms have been
replaced by digital versions.
MODERN SLAVERY
We recognise that modern slavery is a crime and a
violation of fundamental human rights, and we operate
ethically and with integrity in all aspects of our business.
SUPPLIER CODE OF CONDUCT
We acknowledge that responsible businesses should
consider the environmental and social credentials and
practices of their suppliers. As a people-based provider of
services, we do not have the same supply-chain
considerations as other types of business, but we take
into account the impact of our purchases – and our office
space – on the environment. So, we do not currently have
a formal supplier code of conduct, but in our policy review
we will consider whether one is appropriate for us.
NET ZERO 2030
In 2023, we committed to becoming a net zero
organisation by 2030. To achieve this, we intend to apply
the Science Based Targets initiative (SBTi) framework
and will sign the SBTi commitment letter in the first half
of 2024.
As a people-led professional services business with
12,000 clients in more than 100 countries and 1,800
colleagues working flexibly from 34 global locations, it
is vital that we blend in-person work with remote work.
We previously proposed 2022 as our baseline year for
carbon emissions, but in reality, the level of essential
READ OUR FULL MODERN-SLAVERY
STATEMENT AT WWW.JTCGROUP.COM/
MODERN-ANTI-SLAVERY-AND-HUMAN-
TRAFFICKINGSTATEMENT/
CLIMATE AND
SUPPLY CHAIN
FOR MORE INFORMATION, PLEASE REFER
TO JTC’S FULL CARBON DISCLOSURE
FILING AT WWW.CDP.NET
50 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
SUSTAINABILITY CONTINUED
JTC is reporting 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. We have considered our obligations under this Rule, also taking into account
the TCFD Annex (issued October 2021), and have made disclosures consistent with the 11 TCFD Recommendations and Recommended Disclosures; noting that for Metrics and Targets, work is ongoing to establish detailed targets that will enable
us to manage climate-related risks and opportunities. We have also considered the FRC’s July 2023 CRR Thematic review of climate-related metrics and targets.
TASK FORCE ON CLIMATE-RELATED
FINANCIALDISCLOSURES
GOVERNANCE
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. JTC maintains Board level oversight of climate and other ESG
risks by way of the following structure:
• JTC appointed Wendy Holley as the firm’s Chief Sustainability
Officer in addition to her Group Chief Operating Officer role.
• JTC appointed an additional Non-Executive Director, Kate
Beauchamp, with specific focus/expertise in ESG, including
climaterisk. Kate is undertaking training and development
relevant to her role as the chair of the Governance and Risk
Committee and is enrolled in the Corporate Governance
Institute’s Diploma in ESG and Corporate Governance.
• JTC amended each Board sub-committee’s Terms of Reference to
incorporate relevant ESG matters, including climate risk, as part
of their remit.
• The Audit & Risk Committee was split into two committees,
Audit and Governance & Risk, with the latter having a specific
role in the oversight of ESG strategy and policies, including those
relating to climate-related risks and opportunities, supported by
Directors with ESG and climate-specific expertise and the CSO.
• 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 shareholder in a solar farm.
• Climate-related objectives are factored into executive
remuneration. For more information, please see page 102.
The Sustainability Forum, chaired by the CSO, has responsibility for
day-to-day ESG considerations, including climate-related risks and
opportunities and JTC’s range of sustainability solutions for clients.
The Sustainability Forum periodically reports findings, targets, and
recommendations to the Board. The strategic sessions informed not
only JTC’s corporate climate risk strategy but also decisions to invest
in ESG Services and provided an opportunity to educate the Board
further on key regulatory considerations and commercial
opportunities related to climate change.
STRATEGY
Physical risks resulting from climate change (e.g. extreme weather)
could impact our global offices and our clients. For short-term events
(<2 years), 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 other offices if needed and permitted under the relevant
regulatory licences. JTC has managed physical risks successfully in
practice by using backup power generation and moving employees to
our offsite disaster recovery centre when our South Africa office was
impacted by rolling power outages.
Transition and regulatory risks are another area of consideration.
Medium-term events (2-3 years), such as changes to regulation,
carbon tariffs, and the potential for stranded assets have the potential
to impact JTC and our clients. Long-term events (3+ years) 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 of these
factors, as well as the social impacts of climate change are ones we
consider in scope for a materiality assessment in the coming year.
As the climate change regulatory environment matures and becomes
clearer, we understand the need to manage transition risk for our
business and also recognise the service opportunities that exist to
support our clients. Commercial opportunities related to climate
change are part of our organic growth strategy (see page 16) and we
are well placed to become a highly credible component of our clients’
value chains. We are able to provide expertise around complex
regulatory and reporting frameworks to a broad range of clients from
institutions to UHNWI and families. Please see page 49 for more
details on how climate change opportunities are being factored into
JTC’s service offering. In addition, JTC has made acquisitions (NESF,
INDOS) which have brought expertise and capabilities in servicing
sustainability advisory, compliance and reporting, as well as impact
investing.
JTC has conducted a qualitative scenario analysis (see page 52) of our
service offering and client base to determine the risks and
opportunities that apply in a number of climate-related scenarios,
including a +1.5C and +2C scenario. Based on our business model,
diversified client base, and our assumptions that wealth preservation
and collective investment will remain robust in any scenario, we
believe our business will persist and, in some capacities, be enriched
by the opportunity to provide additional services to our client base
even in the face of climate change.
RISK MANAGEMENT
JTC has had specific conversations and garnered feedback with several
key stakeholder groups: investors, clients and employees. In each of
these conversations, the materiality of climate risk to our business
and service offerings was discussed. We have seen a general alignment
across stakeholder groups that climate risk does not pose the largest
risk to JTC as a people-based, service business but we wish to further
vet this assumption through a formal materiality assessment in the
coming year. JTC employees are polled annually on their preferences
in selecting carbon offsets and to gather thoughts on what we can do
to better manage climate risk. As important stakeholders in our value
chain, we value the feedback of our employees and will consider how
to incorporate their preferences as we work towards our net zero
target.
JTC combines it’s more than 35 years 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. Climate risk considerations are embedded
within wider environmental and social risk considerations, which we
regard as an emerging risk (see page 63) because there is an increased
regulatory focus on the role financial institutions and listed companies
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 this way within our risk framework in the near term, we
need to balance this risk against our other material risks.
As regulation and best practice continue to evolve, we consider it
important to continue to engage with our value chain (including
investors, clients and suppliers) and stay informed on emerging best
practice. As such, we have strengthened our commitment to external
forums and pledges by JTC PLC becoming a signatory to UN PRI and
reporting climate-related data to the Carbon Disclosure Project (CDP)
database in 2022 and 2023.
METRICS AND TARGETS
JTC has chosen to report performance on metrics we believe
appropriate for a people-based professional services business, which
we have determined to be absolute carbon emissions and carbon
intensity ratios that allow us to assess our emissions relative to
revenue and headcount, since we are a growing business. GHG
emissions were calculated in line with the GHG Protocol methodology.
2022
Total CO
2
emissions 1,924.93 tonnes
Scope 1 440.10 tonnes
Scope 2 500.60 tonnes
Scope 3 984.23 tonnes
tCO
2
e per employee 1.34
tCO
2
e per £1m revenue 9.62
2023
Total CO
2
emissions 4,623.28 tonnes
Scope 1 663.92 tonnes
Scope 2 1,254.04 tonnes
Scope 3 2,705.32 tonnes
tCO
2
e per employee 2.69
tCO
2
e per £1m revenue 17. 9 6
• Last year we stated that we intended to use 2022 as our baseline
year for emissions. However, we now believe that 2022 did not
represent a full return to post-pandemic ‘new normal’ levels of
travel required for a professional services business focused on
client service excellence and long-term relationships. We are
therefore actively choosing to use 2023 as our baseline year and
acknowledge that our emissions per employee have increased,
primarily due to increased business travel, and will factor this into
our net zero target setting in 2024.
• In 2023, JTC made a commitment to become a net zero carbon
emissions organisation by 2030 and it is our intention touse the
Science Based Targets initiative (SBTi) to help determine JTC’s
path to net zero.
• While we are still working on the specific actions needed to
achieve net zero, we anticipate carbon offsets being an important
component due to the need for essential business travel,
including by air.
JTC ANNUAL REPORT 2023 51
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CLIMATE-RELATED
RISKS
CLIMATE-RELATED
OPPORTUNITIES
FUND SERVICES
(FS)
CORPORATE SERVICES
(CS)
PRIVATE CLIENT SERVICES
(PCS)
SUSTAINABILITY CONTINUED
“The TCFD framework
encourages organisations
to consider the impacts of
different climate scenarios
on business risks and
opportunities. Through our
analysis of such scenarios, we
argue that our core services
offer strong undeniable
advantages for our clients.
These support sustained
demand for our services and
stable financial performance
inthe face ofpotential
climate-related change.”
WHAT THE TCFD IS WORKING TOACHIEVE
In line with the FCA/FRC comment following year one of
mandatory TCFD reporting, we have considered JTC’s
approach and response again and our analysis from last year
still stands. The TCFD is ultimately looking for the impact
climate-related change could have on the financial
performance of JTC over time, and what the business is
doing to understand and managethis.
STRATEGIC AND PROPORTIONATE
ALTERNATIVE TO DATA MODELLING
Extensive mathematical modelling of complex scenarios
over extended periods is beyond our current capabilities
and resources, as a business of c. 1,800 people. However,
we can examine the problem by seeking to understand the
fundamental practicality of what we offer, and how that,
and the infrastructure we use to provide it, might be
affected in different climate scenarios, including a +1.5C
and +2C scenario.
REGULATION AS A LEVEL PLAYING FIELD
AND CATALYST FOR JTC’S GROWTH
Regulation has always proved to be a key driver for our
business, recent examples being FATCA and CRS. Regulation
affects all participants equally and cannot be avoided simply
by using an alternative service provider. As such, it creates
additional revenue streams for JTC, and we believe climate-
related regulation will have a similar effect. Our analysis of
climate-related opportunities informs organisational
strategy, including organic growth opportunities in the
development of new services lines, as detailed on pages 16
and 49.
THE IMPORTANCE OF DIVERSIFICATION
The TCFD examines climate-related financial disclosures–so
how do we connect the above analysis with financial
performance? We have examined the risk of any imbalance
that could find us at the mercy of the potential effects of
climate change, as follows:
• We have clients in over 100 countries.
• We administer over 25 different entity types under
25 different regulatory regimes.
• We administer or oversee more than 20 asset types.
• We have no obvious industry or sector
concentration in our client base.
• Our top 15 clients by revenue account for only
9.5% of turnover (2022: 10.7%).
We currently operate 34 offices and are licensed by
25different regulatory bodies. While each office confers a
specific set of benefits to JTC and its client base– based on
legal, regulatory and tax frameworks, or time zone, for
example – the vast majority of locations in the JTC network
have at least one, if not several, ‘equivalent’ locations in other
parts of the world. In addition, our employees are typically
internationally mobile from an employment perspective.
In reality, this means that to continue to be able to provide
our services, we are naturally hedged and flexible
torelocation. If the British Virgin Islands, for example,
became an impractical and dangerous location, we could
use other locations that would not be subject to the same
conditions, such as the Channel Islands.
CONCLUSION
Taken together, the convenience of our core services, the
long-term neutral approach taken by clients, a lack of
concentration in the client base, the flexibility of the JTC
network and the impact of increasing regulation all mean
that the financial risk to JTC of climate-related change
across a number of temperature increase scenarios is, we
believe, neutral at worst and quite possibly favourable over
the long term. Our focus will continue to be on
understanding climate risks as they evolve and capturing
opportunities, for example in the form of the growing range
of Sustainability Services, as detailed on page 49.
This conclusion has no bearing whatsoever on our desire to
be part of the fight against climate-related change. We work
to impose and comply with the many regulations seeking
to help achieve the goals of the Paris Agreement and secure
a sustainable future for the world.
Scenario analysis is interlinked with underlying risk
assessment procedures, which include work to assess if
there are material climate-related risks and opportunities
for the Group. Informed conversations with key stakeholders,
including clients, investors and employees help to inform
management decisions regarding materiality.
THE IMPORTANCE OF OUR EFFECTIVENESS
FOR CLIENTS
JTC has operated for 36 years, serving clients in three areas:
Fund Services, Corporate Services and Private Client
Services.
In the anticipated or modelled potential climate-change
scenarios, +1.5C and +2C, the functionality of, and demand
for, our services will not fundamentally change, nor be
materially eroded. In fact, they may expand in line with
other trends in population growth and wealth creation.
Other questions remain, however, over the underlying
activity within those services, how and where JTC conducts
the work, and the matter of regulation. Client behaviour
tends to be neutral and unchanging for these three areas.
FUND SERVICES
FACILITATING COLLECTIVE INVESTMENT
People will still want collective investment opportunities.
For example, a fund will seek to attract capital, generate a
return and comply with regulations. A fund manager who,
in the past, invested in petrochemicals might today invest
in renewable-energy technology.
CORPORATE SERVICES
FACILITATING CROSS-BORDER TRADE
AND CAPITAL MOVEMENT
Companies will still trade internationally. In the corporate
world, JTC’s role is not to determine whether a company’s
strategy is viable or successful, it is to facilitate commercial
(including cross-border) activity that is legal and compliant.
Ifa client does not have a sustainable business model, or
adapt to market forces and regulation, it will not be
successful and will not grow to the point where it requires
our services.
PRIVATE CLIENT SERVICES
PRESERVING PERSONAL AND FAMILY WEALTH
Wealthy individuals and families will still wish to preserve
their wealth. Individual and family wealth has two main
components–how it was generated, and how it is put to
use. Market opportunities and the constraints of regulation
will govern what private clients choose to focus on. Our role
is simply to support the preservation, distribution or
succession of that wealth.
52 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
SUSTAINABILITY CONTINUED
DISCLOSURE UNDER SUSTAINABILITY ACCOUNTING STANDARDS BOARD STANDARDS
ACCOUNTING
METRIC&CODE CATEGORY
UNIT OF
MEASURE DISCLOSURE
DATA SECURIT Y
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 and Technology (NIST) Cyber Security Framework and aligned
our policies, standards and procedures to the ‘International Organisation for 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. We are subject to
various annual regulatory reviews and audits, including a NIST Assessment and an International Standard on Assurance Engagements (ISAE 3402). IT general controls
testing and assurance audit. Additionally, employees undertake Data Protection training and have access to the Data Protection Policy via the intranet.
We have a dedicated Information Security team. Our Group Information Security Officer leads the team and is responsible for defining and delivering 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 Manager (CISM), Certified in Risk and Information Systems Control (CRISC),
Certified Information Systems Auditor (CISA), Certified Data Privacy Solutions 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
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.
Number of data breaches
Code: SV-PS-230a.3
Quantitative Number,
percentage (%)
No personal data breaches requiring formal notification to a Supervisory Authority 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 and Group Directors) – 76% male and 24% female
All other employees – 41% male and 59% female
US employees – senior management 70% White, 13% Hispanic, 6% Asian, 7% not disclosed, 4% Black
All US employees – 8.7% Asian, 7.7% Black, 12.6% Hispanic, 0.5% Native Hawaiian or Pacific Islander, 4.9% two or more races, 9.3% not disclosed, 56.3% White
Voluntary and involuntary
turnoverratefor employees.
Code: SV-PS-330a.2
Quantitative Number,
percentage (%)
4% voluntary, 2% involuntary
Employee engagement Code:
SV-PS-330a.3
Quantitative Number,
percentage (%)
89% participation.
We have chosen to provide disclosures in line with the Professional & Commercial Services Standard issued by the Sustainability Accounting Standards Board (SASB). SASB
was founded in 2011 as a not-for-profit, independent standards setting organisation to establish and maintain industry specific standards to assist in disclosing financially
material, decision-useful sustainability information to investors. 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 of the Group to create value over the long term.
JTC ANNUAL REPORT 2023 53
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
SUSTAINABILITY 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 formal 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, which provides whistleblowers protection from retaliation.
All policies are made available to employees via the Group’s intranet. Adherence to these standards is periodically tested through the Group’s ‘Three Lines of
Defence’ model of assurance (read more on pages 56 and 58) 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. In addition, employees take part in mandatory Anti-Money Laundering training.
Over and above the internal organisational processes, the Group is currently regulated in 17 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 licences 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 – 1603
Part-time – 64
Temporary – 35
Contract – 13
Employee hours worked,
percentage billable
Code: SV-PS-000.B
Quantitative Number For our fee earning employees, hours worked as % of contracted hours was 103%
% of billable hours by chargeable staff: 80%
DISCLOSURE UNDER SASB STANDARDS CONTINUED
54 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
RISK MANAGEMENT
COLLECTIVELY EMBRACING
RISK FOR SUSTAINABLE GROWTH
RESILIENCY IN GROWTH
At JTC, our commitment to sustainability is embedded
in everything we do including our approach to
growth,resilience and risk. We understand that long-
term, sustainable success depends on measured,
responsible growth; balancing progress with careful
riskmanagement.
Our sustainable growth model prioritises long-term
stability over short-term gains. Every expansion step we
undertake is thoroughly evaluated for potential risks and
opportunities. Our strategies aim to address a range of
categorised risks and to cultivate adaptability and
resilience in an ever-changing global landscape, while
also fulfilling our ESG commitments.
This approach is supported by JTC’s Shared Ownership
culture, which encourages collective responsibility and
risk ownership, with support from in-house specialists
who offer expertise, insights, and assurance. This
collaborative mindset is key to our steady, predictable
growth trajectory, enhancing our understanding and
management of risks.
As a regulated international professional services firm,
we are acutely aware of the expectations of our clients,
regulators, and other stakeholders to deliver value safely,
compliantly, and responsibly within our risk appetite.
Recognising the pivotal role of sustainable growth in our
operations, there remains an emphasis across the Group
on the importance of robust risk management and
stringent compliance standards.
JTC ANNUAL REPORT 2023 55
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
RISK MANAGEMENT CONTINUED
Our strategy encompasses a deep understanding of
both the risks inherent to our Group and those faced
by our clients. This dual focus enables us to effectively
manage our risks and bolster the outsourced services
we provide. This ensures our growth aligns with the
highest professional service standards.
During 2023, the external environment provided a
number of areas for the Group to consider in terms of
opportunities and threats. These included the
consequences of a global economic slowdown, ongoing
geopolitical instability and the regulatory measures
arising from such events (e.g. international sanctions),
continued regulatory changes amidst evolving
international regulatory standards, potentially
disruptive technological developments such as the
rapid advancement in AI large language models and
operational resiliency effectiveness in the face of the
persistent threat from cyber criminals.
In assessing areas such as these the Group will typically
adopt tactical and strategic measures to take
advantage of any opportunities and to mitigate the
assessed risks. For example, with regard to AI tools, the
Group introduced measures during the year that aimed
to take advantage of AI chat tools without
compromising on accuracy of output or privacy and
confidentiality obligations.
RISK MANAGEMENT FRAMEWORK
Throughout the year, we continued to ensure that our
risk management framework kept pace with the
Group’s growth and the demands of our stakeholders.
Two important ingredients on this journey are our
people and our systems and during the year we have
invested in both. Designated ‘Risk Owners’ across the
Group are advised and supported by an established
in-house team of risk, regulatory and assurance
experts to ensure that risks are appropriately managed
and controls are operating effectively. Technology
systems play an increasingly important role in the
identification, measurement and management of our
risks. Importantly these systems assist in the
collection, assessment and reporting of the risk
environment to risk and control owners across the Group
and will be a key feature in the continuing maturity of
the Group’s risk framework during the Cosmos era.
During the Cosmos era, we expect to further industrialise
our risk management systems and processes to ensure
the Group remains equipped to continue on its path of
sustainable growth.
The Group is committed to a robust risk awareness
culture, established from the top levels of the
organisation, with clear assignment of risk ownership.
Our approach to risk management is uniform and aligns
with the Board’s defined risk appetite, ensuring
adherence to all relevant laws and regulations. Our risk
framework is instrumental in safeguarding value, aiding
in identifying opportunities, and reducing threats to our
strategic and operational goals.
A dedicated Risk and Compliance team operates across
the Group to:
• Identify risks and aid in their management.
• Monitor and report on the effectiveness of risk
control measures.
• Assist in resolving risk and regulatory issues.
• Provide guidance on regulatory matters and
controlmechanisms.
• Manage relationships with regulatory authorities.
Our comprehensive risk management framework is
tailored to JTC’s changing structure, risk profile,
complexity, activities, and size.
We utilise a standard three-tier model in the industry,
with the following key elements:
The PLC Board and senior management are responsible
for setting organisational goals, devising strategies to
achieve them, and establishing governance, risk
management, and control frameworks to manage risks
and achieve these objectives.
The first line consists of employees who manage daily
risks in their respective areas, guided by Group policies,
procedures, and control frameworks. Local management,
and ultimately the PLC Board, ensure risks are effectively
managed, monitored, escalated, and addressed.
The second line is the Risk and Compliance function,
supporting and monitoring the activities of the first line.
Group companies employ key regulatory and compliance
staff, such as Compliance Officers, Money Laundering
Reporting Officers, and Money Laundering Compliance
Officers, in line with local regulatory demands.
The third line is Internal Audit, tasked with independently
assuring the effectiveness of governance, risk
management, and controls concerning current, systemic,
and emerging risks. This includes testing key controls
through external audit programs and regular external
visits and regulatory inspections across the Group’s
regulated entities.
Our in house legal function, though not formally part of
the three lines, provides essential support to all areas of
the Group.
As referenced earlier, the Group has made a technology
investment in an advanced application to provide a
comprehensive, integrated approach to its management
of risk by helping business and functional units across
the Group identify, manage, analyse and reduce
potential risks in an efficient and cost-effective way.
RISK APPETITE
The Governance and Risk Committee of the Board aims
to align risk-taking with the Group’s legal obligations,
strategic objectives, and business planning. Our Group
Risk Appetite Statement is crafted to achieve a
proportionate balance between embracing risks and the
commercial and reputational impacts associated with
such actions, ensuring favourable customer outcomes
and protecting the Group from undue risk exposure.
This statement encompasses qualitative assessments
of various risk categories, shaping our strategy,
objectives, policies, procedures, and other measures to
keep us aligned with the Board-sanctioned risk appetite.
The Board acknowledges the necessity of taking
calculated risks to accomplish its strategic goals and to
provide value to its customers and stakeholders. Our
goal is to maintain a controlled, actively managed risk
level that aligns with a sustainable and balanced return.
The risk thresholds set by the Board represent
overarching Group objectives, allowing for diverse risk
levels within specified limits in a balanced business
portfolio, provided the overall portfolio remains
consistent with the Board’s overall risk appetite.
Supplementary risk appetite statements may be
maintained within the Group to meet regulatory
requirements or to address particular risk types in a
more granular manner.
During the year, we continued to apply our global risk
appetite and risk tolerances in alignment with our
strategy, global policies and standard. In line with its
approach for continuing stability the Group Risk Appetite
Statement has remained consistent during 2023.
The Group has a low overall appetite for risk and does
not expect to incur high levels of risk, and actively seeks
to avoid or mitigate such risks by utilising appropriate
resources, processes and technology frameworks.
As a general principle, the Board has a low tolerance for,
and will therefore seek to control all risks which have
the potential to:
• cause non-compliance with law and regulation;
• compromise the Group’s ability to operate
effectively;
• adversely impact the Group’s reputation;
• have severe financial consequences which may
impact on the Group’s future viability; or
• expose stakeholders to harm or loss.
56 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
RISK MANAGEMENT CONTINUED
RISK APPETITE LEVEL DEFINITIONS Open: Willing to consider all potential outcomes and options and choose one that is most likely to result in
a successful outcome whilstproviding an acceptable level of reward (or value for money)
Minimal: Preference for ultra-safe business outcomes or options that have a low degree of inherent risk and only
for limited reward potential.
Seek: Eager to be innovative and to choose outcomes and options offering potentially higher business
rewards despite greater inherentrisk
Cautious: Preference for safe outcomes or options that have a low degree of inherent risk and may only have
limited potential for reward.
Mature: Confident in setting high levels of risk appetite because controls, forward scanning and
responsiveness systems are robust
LEVEL 1 RISK CATEGORY
&RISK APPETITE
DESCRIPTION
STRATEGY DELIVERY
Open
The Board has an appetite that is open to innovation and that aims to remain competitive to avoid failing to attract new business and/or grow existing business. It is willing to seek
inorganic growth and exposure to new markets and sectors to allow the Group to achieve its strategic objectives.
The Board will aim to protect the Group franchise from material damage to its reputation from strategic delivery by ensuring that business activity is satisfactorily assessed and managed
by the appropriate level of management and governance oversight. There is tolerance to take decisions with potential to expose the Group to higher inherent risk and additional scrutiny but
only where appropriate steps have been taken to minimise any exposure and appropriate consideration is given to the risk/reward ratio.
Risk appetite is tempered, where appropriate, to the Board’s approach to sustainability and the Group’s determination to be a carbon neutral organisation.
OPERATIONAL
Minimal
The Board has no tolerance for the poor delivery of client service, taking on the wrong type of clients, failed business continuity or loss of client data and therefore has minimal appetite for
such situations. It seeks to control operational risks to ensure that operational risks (financial and reputational) do not cause material damage to the Group’s franchise.
The Board seeks to avoid risk and uncertainty for its critical information assets and systems and has a minimal risk appetite for material incidents affecting these or the wider operations
and reputation of the Group.
The Board has tolerance for minor operational delays to individual projects/milestones but not at the expense of a major work area or deliverable.
LEGAL
Cautious
The Board has a cautious appetite for engagement in litigation and contractual disputes. It recognises that the nature of fiduciary services carries specific legal obligations which make
exposure to involvement in legal disputes unavoidable.
FINANCIAL
Minimal
The Board has no tolerance and minimal appetite in failing to meet its financial forecasts, exposing earnings to currency fluctuations, incurring impairment losses, exposure to fraud or not
meeting loan covenant obligations.
POLITICAL/REGULATORY
Minimal
The Board has no tolerance and minimal appetite for non-compliance with regulatory requirements including applicable listing rules, financial services legislation and regulation and, in
particular, non-compliance with anti-money laundering and counter-terrorism legislation. It recognises that failures in compliance cannot be entirely avoided. However the Group strives to
reduce these to an absolute minimum. Exceptionally, the Board has tolerance to provide regulatory challenge in cases of ambiguity or where a clear difference of opinion as to compliance
arises.
HUMAN RESOURCES
Minimal
The Board has a minimal appetite for decisions that could have a negative impact on workforce development, recruitment and retention. The Board also has a minimal appetite for risks
ofmisconduct by employees. It has tolerance for a more cautious approach to risk when poor performance is identified to ensure improved performance and/or alignment of talent to
workopportunities.
JTC ANNUAL REPORT 2023 57
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
RISK MANAGEMENT CONTINUED
RISK OVERSIGHT
The Group Risk Committee is a well-established forum in our governance
structure. It comprises the Group Chief Executive, Divisional Group Heads,
Chief Risk Officer, Chief General Counsel and Group Director – Risk &
Compliance. This Committee is entrusted with the critical role of
identifying and managing a spectrum of risks that the Group might
encounter. These risks span across various areas, including strategic,
operational, regulatory, legal, human resources, technology (with a special
emphasis on data security), client, fiduciary, and performance risks.
The Committee meets monthly and is dedicated to the rigorous oversight
of the Group’s internal risk framework. It assesses the effectiveness of our
systems and controls in identifying and managing risks, ensuring regulatory
compliance. This involves monitoring emerging trends and scrutinising issues
that could pose substantial risks at the Group level. The Committee also
proactively evaluates significant or imminent shifts in the risk and regulatory
landscape, identifying potential mitigating strategies.
In its advisory capacity, as outlined in its Terms of Reference, the Committee
plays a vital role in guiding the Group on the implications of its overarching
business strategy, organisational culture, and risk appetite in relation to risk
management and regulatory compliance. This guidance takes into account
both macroeconomic conditions and operational realities.
Supporting the Committee, the Group Risk & Compliance function
provides critical assurance through its regular reports on the independent
compliance monitoring programs across various jurisdictions.
Complementing these efforts, the Internal Audit function serves as an
independent assurer of the efficacy of the Group’s risk management,
governance, and internal control processes. During 2023, this function has
further evolved its capabilities and during the Cosmos era we expect this
function to engage further with third party internal audit partners to
support the Group’s assurance arrangements and integrate with new system
capabilities.
KEY CONTROLS
The Group maintains controls and undertakes measures to ensure
wemonitor and manage all elements of ourbusiness activities and
makesure there is continuedawareness of key controls and requirements.
These include:
• high level of jurisdictional Director control overprocesses
• a dedicated Group monitoring function
• defined authority mandates and Terms ofReference
• segregation of duties for transaction processing
• sophisticated cyber security practices including protective systems,
training and periodic testing
• a robust IT infrastructure and tested business continuity plans
• a rigorous human resource screening and on-boarding process
• experienced and professionally qualified employees
• induction and on-going training awareness for allemployees
• annual confirmation declarations from all employees with all
coreGroup policies andprocedures
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.
This process is supported by a formalised Group Risk Escalation process
that ensures the timely identification and consideration of risk events
aimed at supporting intervention and risk mitigation. The majority of
escalated risks continue to originate from first-line business units
indicating a healthy cultural approach to risk ownership and resolution.
The Group also holds appropriate insurances in excess of regulatory
requirements to further support its control environment.
During 2023, the Group was able to continue to operate and manage its
risks without any material recalibration of risk appetite or control
measures. There were also noregulatory interventions that materially
impacted the Group.
During the Cosmos era, we expect that system advances will support and
enhance the ongoing assessment of control effectiveness across the Group.
JTC PLC BOARD
JTC PLC GOVERNANCE & RISK COMMITTEE
GROUP RISK COMMITTEE
LEGAL – FINANCIAL – POLITICAL/REGULATORY
HUMAN RESOURCES – OPERATIONAL –
STRATEGIC – REPUTATIONAL
KEY RISK TYPES
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.
GROUP RISK OWNERS – GROUP RISK &
COMPLIANCE–GROUP INTERNAL AUDIT
THREE LINES MODEL
58 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
RISK MANAGEMENT CONTINUED
STRATEGIC RISK OPERATIONAL RISK LEGAL RISK
1 ACQUISITION 5 CLIENT & PROCESS 9 FIDUCIARY
2 COMPETITOR & CLIENTDEMAND 6 DATA SECURITY
3 STRATEGY
FINANCIAL POLITICAL & REGULATORY RISK HUMAN RESOURCES RISK
4 PERFORMANCE OFBUSINESS 7 POLITICAL REGULATION 10 ADEQUATE RESOURCES
8 FINANCIAL CRIME
LEVEL 1
Primary, overarching risk elements, containing
SIXcomponents
LEVEL 2
Represents the cohorts of specific risks JTC is
exposed to
PRINCIPAL RISK
1. STRATEGIC
Acquisition
Competitor and client demand
Strategy
2. FINANCIAL
Performance of business
Earnings (fx) and interest rates
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
RISK TYPES
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 the global macroeconomic
environment, ESG changes, ongoing regulatory
developments, advances in the digital space and
increasing financial crime threats.
The Group’s principal risks are periodically re-examined
and reported by the Chief Risk Officer to the Governance
and Risk Committee with an assessment on (i) their
impact if they were to occur and (ii) the likelihood of
occurrence, together with a description of the controls
and mitigation in place to manage those controls and
any actions deemed necessary by the risk owner to
further reduce the assessed residual risk.
JTC ANNUAL REPORT 2023 59
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
PRINCIPAL RISKS
PRINCIPAL RISKS
PRINCIPAL RISK (RISK OWNER) POTENTIAL CAUSES KEY MITIGATION MEASURES TIMESCALE
1
ACQUISITION RISK
(GROUP CHIEF EXECUTIVE OFFICER)
The risk that acquisitions do not achieve intended objectives, give rise to
ongoingor previously unidentified liabilities, disrupt operations and divert
seniormanagement time and attention.
• Inadequate due diligence
• Economic misjudgement
• Lack of strategic clarity
• Ineffective or delayed integration
• Unpredicted changes to external
environment
• Strict due-diligence process, including JTC subject-matter experts
and third-party assessments by experienced external advisors
• Appropriate scrutiny and challenge from Group Development
Committee, Group Holdings Board and Non-Executive Directors
• Established and tested integration strategy agreed prior to
acquisition with robust post-acquisition governance
• Experienced management team
• Shared Ownership to align interests and deferred consideration
• Insurance run-off cover
• Vendor representations and warranties (backed by insurance
whereappropriate)
This risk will diminish over
time as each acquisition
isintegrated, but current
strategic intentions are
likely tocause this risk
categoryto remain
asaprincipalrisk.
2
COMPETITOR AND CLIENT DEMAND RISK
(GROUP CHIEF EXECUTIVE OFFICER)
The risk of failing to anticipate client demand or to innovate in line with key
competitors, or advancing technology or regulatory/political change may lead
tosignificant loss of potential or existing business.
JTC operates in a competitive and fast-paced global market requiring a responsive
approach to client demand and behaviour, competitor activity, innovation,
economic and regulatory changes and geopolitical events.
• ‘Black swan’ events (e.g.pandemic)
• Competitor actions
• Political trends
• Economic conditions
• Market conditions
• Regulatory changes
• Technological changes
• Group Holdings Board responsibility for identifying forthcoming
requirements in respect of digital and business systems investment
and continually considering emerging threats due to market
conditions, taking mitigating action as appropriate
• Group Holdings Board responsibility for identifying and prioritising
product innovation
• Group Commercial Office to assess, prioritise, de-risk and
commercialise opportunities
This risk is largely
influenced by external
factors and is therefore
likely to remain a
continuous principal risk
3
STRATEGY RISK
(GROUP CHIEF EXECUTIVE OFFICER)
The risk that inadequate strategic decisions or failure to execute the set strategy
has a detrimental impact on Group operations, clients and market confidence.
Alternatively, the Group’s strategy brings excessive risks to the business or does
not sufficiently align to changing market conditions or client requirements, such
that sustainable growth, market share or profitability is affected.
The Group continues to pursue its strategy of organic and inorganic growth with a
particular focus on building our presence in the United States, Ireland, Luxembourg
and the UK.
• Operation outside of riskappetite
• Product or service failure
• Senior management or
leadershipchanges
• Legal or regulatory challenges
• Lack of understanding of a
newjurisdiction
• Overarching strategy is set every three to five years and progress is
periodically re-examined
• Strategy regularly reviewed and challenged by Board and, as a listed
entity, subject to investor and third-party scrutiny
• Strategy drives annual business planning process and performance-
based targets
• Risk-taking and aversion in pursuit of strategic objectives is balanced
through the setting and overseeing of the Group Risk Appetite
Strategic risk is an ongoing
risk for any business and
therefore islikely to
remain asacontinuous
principalrisk.
4
PERFORMANCE OF BUSINESS RISK
(GROUP CHIEF EXECUTIVE OFFICER)
The risk that the Group does not meet its financial forecasts or does not achieve
the provided market guidance.
JTC is listed on the London Stock Exchange and subject to market consensus
expectations that can influence shareholder value.
• Inadequate budgeting andforecasting
• Unpredicted costs or losses
• Lack of information provided
to brokers and analysts
• Budgets set annually and agreed with Divisional Heads, Jurisdictional
Managing Directors and P&L account owners
• Monthly reporting and KPIs that help monitor performance against
performance assumptions and targets. Active review by Group
Holdings Board together with PLC Board
• CEO and CFO regular engagement with analysts to inform external
market guidance
• Insurance cover for losses
Business performance risk
is an ongoing riskfor a
business, especially for
aquoted business. This
riskis therefore likely to
remain as a continuous
principal risk.
The Group’s current principal risks are the risks we
aremanaging now that could stop us achieving our
strategic objectives:
60 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
PRINCIPAL RISKS CONTINUED
PRINCIPAL RISK (RISK OWNER) POTENTIAL CAUSES KEY MITIGATION MEASURES TIMESCALE
5
CLIENT AND PROCESS RISK
(GROUP DIVISIONAL HEADS)
The risk of the Group taking on the wrong type of clients, or the Group or the
client’s actions during the client life-cycle leads to losses, failed strategic
objectives, reputational damage, poor customer service and employee frustration
and potentially regulatory censure. The risk of failing to clearly define service
provision or fulfil a role expertly. The risk that lack of relevant process or incorrect,
inconsistent, or untimely execution of processes or internal change leads to a
material operational error and the consequential adverse impact.
• Failure to apply policies andfollow
procedures
• Failure to follow codes of conduct
• Failure of managerial oversight
• Failure to adequately train and
develop employees
• Failure to identify and remediate
identified issuespromptly
• Inadequate policies and procedures
• Strict adherence to policy and procedures including business
acceptance and periodic reviews, with appropriate escalation for
higher-risk clients / regular client engagement and understanding
ofclients’ business activities
• Established Terms of Business, template customer agreements and
Legal review of tailored agreements
• Regular staff training and awareness initiatives
• Established reporting and escalation process with review by boards
and committees as appropriate
• Independent client and Compliance monitoring review programme
• Promoting a robust risk and compliance culture across the Group
• Ensuring quality administration and compliance resource in each
jurisdiction plus internal legal counsel support as appropriate
• Well established Recommendation for Signing process
• Three-lines model for assurance and controls including Internal Audit (“IA”)
• Well understood and defined Risk Escalation processes
• Accessible policy and procedure framework subject to annual
employee attestations.
Client and process risk
remains a continuous
principal risk for the
business.
6
DATA SECURITY RISK
(GROUP CHIEF INFORMATION OFFICER)
The risk of a security breach including cyber-attacks by from both internal and
external sources, leading to loss of funds, confidentiality and integrity of data.
The sophistication of cyber threats is constantly evolving; criminals will seek
toexploit changes in working environments e.g. remote-working practices.
Asubstantial cyber event could be detrimental to JTC’s clients as well as erode
market and regulator confidence.
• Unauthorised data transfer
• Malware
• Financial theft
• Denial-of-service attacks
• Cyber phishing attacks
• Network service failures
• Employee error
• Malicious employee intent
• Security breach of client data
orsystems
• Failure to follow procedures
• Defined and audited IT procedures
• External security assessment conducted annually
• System access controls including least privilege access model
• Dedicated Senior IT Security Manager and Team
• Training including compulsory online Security Awareness courses for
all employees
• Alignment to industry security standards
• Review of data security procedures and controls as part of the annual
ISAE 3402 Report
• Access to group systems and data is granted on a need-to-know
basis and least privileged
• Industry-leading solutions for end-point management, anti-virus,
data loss prevention, Privilege Access Management and secure email
communications
• Periodic penetration testing and testing of business continuity plans
Data security risk remains
a continuous principal risk
for the business.
7
POLITICAL/REGULATION RISK
(GROUP CHIEF EXECUTIVE OFFICER)
The risk that the JTC business operating model is adversely affected by political or
regulatory changes which affect the markets or services we offer together with
our client base.
Risk of exposure to regulatory sanction and subsequent reputational damage given
a failure to follow regulatory laws, orders and codes of practice requirements.
As the regulatory environment continues to develop, we expect a continuing
global trend of increased regulatory scrutiny and intervention for all regulated
businesses including trustee, fund and corporate service providers. The Group is
well positioned to comply with relevant requirements and to be able to operate in
this changing regulatory environment.
• Geopolitical uncertainty and change
of governments
• Regional or global standards or
requirements with disproportionate
impact
• Political reaction to wide-scale data leaks
and associated negative press coverage
• Balancing increased transparency
requirements with increased data
protection legislation
• Challenge and cost of measuring,
monitoring and demonstrating
goodconduct as well as meeting
newrequirements
• Keeping pace with rapid regulatory
change and reporting requirements
• Specialist risk and compliance staff with the skills needed to monitor
and report on strategic outlook and the impact of change
• Review by appropriate boards and committees, and scanning of
horizon for potential changes
• Comprehensive policies, procedures and processes in operation
within the Group that align to the appropriate regulatory regimes
• Embed (and continue to promote) a robust risk and compliance culture
across the Group from PLC Board down through the organisation
• Ensuring appropriate compliance resource in each jurisdiction
• Compliance monitoring programme in place
• Training employees to be aware of changing regulations
• Involvement with trade associations and government bodies to
understand direction and influence outcome
Political and regulation risk
is expected to remain a
continuous principal risk
for the business.
JTC ANNUAL REPORT 2023 61
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
PRINCIPAL RISKS CONTINUED
PRINCIPAL RISK (RISK OWNER) POTENTIAL CAUSES KEY MITIGATION MEASURES TIMESCALE
8
FINANCIAL CRIME RISK
(GROUP DIVISIONAL HEADS)
The risk of the Group operating inadequate systems, procedures and controls
thatfail to prevent the administration of client structures that are exposed to
financial crime.
(NOTE: Financial Crime Risk includes money laundering, terrorist and proliferation
financing, sanctions, fraud, bribery and corruption and tax evasion risks).
This is an area where there is intense regulatory attention and scrutiny. The Group
is committed to the highest standards of ethical behaviour and operates in a
manner designed to deter and prevent financial crime risk. There is focused
oversight and monitoring of financial crime risks, and adherence to both internal
financial crime policies and regulatory obligations.
• Poor culture
• Inadequate awareness training
• Poor Know Your Client processes
• Inadequate record keeping
• Deficient screening processes
• Lack of a risk-based approach
• AML/CFT/CPF arrangements not
tailored to business profile/
characteristics
• Procedural failures
• Failure to report suspicious
activityon a timely basis
• Comprehensive policies, procedures and processes in operation within
the Group that are specifically drafted for AML/CFT/CPF purposes
• The hiring of capable employees in each jurisdiction that undertake
the key person roles (e.g. Compliance Officer and Money Laundering
Reporting Officer)
• Frequent mandatory staff training and awareness initiatives and
CPDrequirements
• Compliance monitoring testing programme in place
• Access to external consultants and databases to enable daily ongoing
monitoring and in depth enquiries on clients as appropriate
• Established Business Risk Assessment (BRA) process which is subject
to periodic Board review
• Authentication protocols to verify the identity of instructing third parties
Financial crime risk is
expected to remain a
continuous principal
riskfor the business.
9
FIDUCIARY RISK
(GROUP DIVISIONAL HEADS)
The risk of breaching fiduciary duties, including failing to safeguard client assets,
can be harmful to the Group’s reputation and could become subject to high-value
litigation. There is also the risk in failing to clearly define the Group’s role in
providing services to a client structure or service vehicle or a failure to fulfil the
role expertly.
JTC operates a comprehensive set of controls to prevent risk materialising in
relation to its fiduciary duties. A change in the market conditions causing lower
valuations of higher-risk investments, could change risk exposures and fiduciaries
may begin to experience increased regulatory scrutiny and litigation with regard
toresponsibilities.
• Breach of duty
• Failure to act in accordance with
constitutional documents or
serviceagreement
• Failing to exercise reasonable care,
skill and diligence
• Failure to declare interests or
manageconflicts
• Making partial judgements
• Strict policies, procedures and processes in operation within
theGroup (particularly risk escalation and recommendation
forsigningpolicy)
• Qualified and experienced staff operating within ‘4-eyes’
controlparameter
• Continuous training programme and CPD requirement
• JTC does not provide legal or tax advice to its clients
• Significant insurance cover
Fiduciary risk is an
endemic feature of JTC
business operations and
isexpected to remain a
continuous principal risk.
10
ADEQUATE RESOURCES RISK
(GROUP CHIEF OPERATING OFFICER)
The risk of failure to attract or retain the best people with the right capabilities
across all levels and jurisdictions.
The repercussions of the global pandemic have significantly altered the workplace
and the employment market in many jurisdictions. Remote-working practices
initiated during early lockdown measures have been embraced into business-as-
usual flexible working arrangements utilising the Group’s existing strong
technology capabilities.
Regretted attrition is carefully monitored in view of changes in employee
attitudes, skills shortages and inflationary pressures that have the potential
tobedisruptive to the Group’s workforce.
JTC continues to focus on employee satisfaction (launching an annual employee
survey in 2022, which was repeated and further developed in 2023), succession
planning and personal development, including supporting professional qualifications.
• Uncompetitive remuneration
• Unappealing working environment
and inadequate support
• Lack of adequate succession planning
• Failure to invest in appropriate and
timely talent development
• Failure to identify roles most
essential to achieving strategic aims
• Failure to identify the required skills
for key roles
• Insufficient focus on attitude and
motivation and alignment with JTC’s
vision and values
• Dedicated in-house human-resource recruitment capability with
detailed understanding of business needs and local market environment
• Recruitment strategy to enhance and bolster teams, succession
planning and employee value proposition
• JTC ensures that the remuneration package is competitive in the
marketplace and benchmarks with peer group
• Management monitoring of capacity and work loads
• Shared Ownership scheme embedded across the business
• JTC encourages a strong management culture where talent
management and people development is a core focus
• Pre-employment screening
• Internal and PLC Remuneration committee
• Staff access to Academy (Training), Gateway (International Transfers)
and wellbeing programs
• Flexible working arrangements
Adequate resourcing
riskisexpected to be a
continuous principal risk.
62 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
PRINCIPAL RISKS CONTINUED
“The organisation
has strong core
values which are
visible in our day
today activities.”
EMERGING TOPICS AND RISKS
As standard procedure, we consider topics or risks on an
ongoing basis that may have unpredictable and
uncontrollable outcomes directly or indirectly (via our
clients) on the Group that we do not yet consider to be
principal risks, but may, over time, pose a threat to our
business model. Some of these topics or risks may be
interconnected and remain under review over a
sustained multi-year period whereas others may be
short-lived.
EXTERNAL FRAUD
Financial Crime is already recognised as a principal risk
by the Group and measures are in place to manage this
critical risk. However, advances in technology and
criminal sophistication do present continued increased
risk of financial crime.
Industry statistics and surveys issued during 2023
recorded increased instances of fraud where criminals
seek to capture control of communication systems
inorder to fraudulently gain access to an individuals’
orentities’ assets or otherwise deceive them into
atransaction in the belief they are dealing with
agenuinecounterparty.
We mitigate against these risks with measures designed
to protect our systems and advise our clients on fraud
awareness measures however we recognise the increased
activity in this area and will continue toconsider
measures for enhanced risk mitigation forthe Group and
our clients.
DATA AND DIGITAL
The proliferation of technological innovation such as AI
large language models, quantum computing and digital
currencies are altering the risk profile of the financial
sector and the convergence of these measures pose
anincreased risk of unintended consequences.
Regulatory requirements and client expectations
relating to data management and quality, including data
protection and privacy, data sovereignty, the useof
Artificial Intelligence (AI) and the ethical use ofdata are
increasing in order to keep pace with innovation. In some
cases, regulation is also becoming more fragmented and
complex, requiring more resources toensure ongoing
compliance.
Data protection risks are already recognised as a
principal risk but remain on the increase driven by highly
organised and sophisticated threat actors, with
developments such as ransomware as a service.
During 2023, advances in AI large language models and
their general availability began to emerge as a disruptive
force offering opportunities to enhance customer service
delivery but also presenting increased threats to data
security. Additionally whist quantum computing has not
yet reached the stage ofwidespread practical use, the
processing speed of such systems create new risks in
terms of encryption security and the need for quantum-
safe cryptography.
We seek to mitigate these risks by closely monitoring
developments in this area and adapting our systems and
practices in line with progress. We ensure our data
protection standards are aligned to international
standards and stakeholder expectations including
specialist data protection systems and personnel,
business continuity and incident response plans.
REGULATORY DEVELOPMENTS
Regulatory scrutiny and intervention remains a
continuing feature in many of the markets where
weoperate. With many regulatory regimes subject
toassessment by international standard setters, there
remains a constant introduction of new regulations and
regulatory powers that are considered necessary to
meet the assessment standards causing an inevitable
increase in the cost of compliance. Failure of a
jurisdiction to achieve an acceptable assessment rating
can be detrimental to businesses operating inthose
jurisdictions.
2023 witnessed a number of instances where theactions
of regulators were subject to formal challenges that
there had been a disproportionate reaction to regulatory
breaches, with claims that the over-reaction was driven
by pressure on a jurisdiction to demonstrate the
effectiveness of the regulatory regime to international
assessors.
The Group seeks to mitigate these risks by positively
engaging with its regulators, undertaking proactive
horizon scanning, actively engaging, where appropriate,
with regulatory consultations, providing thought
leadership to regulators/legislators and operating tothe
highest regulatory standards.
GLOBAL MACROECONOMIC
Global macroeconomic developments and geopolitical
tensions heightened by the ongoing conflict in Ukraine
and Gaza, persistently high inflation and cost of capital,
the energy crisis, supply chain shortages and the impact
of a global economic downturn all point to a greater
fragility that is slowing investment and global growth.
Whilst the Group is unable to control these risks we
remain vigilant to their impact and react accordingly e.g.
to attract and retain talent in a competitive employment
market beset by wage inflation.
ENVIRONMENT AND SOCIAL
There remains an increase in stakeholder expectations
around the provision of services to sensitive sectors, fair
and balanced disclosures relating to environmental
targets and scrutiny around greenwashing set amongst
a fragmentation in the pace and scale of ESG regulation
around the world which adds complexity in managing a
global business. Whilst this scenario poses business
opportunities for the Group in the form of our
Sustainability Services proposition, there are risks
iftheGroup is required to align to new fragmented
regulations quickly. We seek to manage these risks
through our existing Group ESG Framework and the
appointment of a Group Chief Sustainability Officer.
JTC ANNUAL REPORT 2023 63
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
VIABILITY STATEMENT
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 3. 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 continue 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 in relation
to major new customer contracts.
The Group is diversified with its two Divisions and three
business lines and revenues deriving from multiple
jurisdictions and clients. The Board continuously
considers changes to the risk profile of the Group and
ensures that a thorough risk assessment is made when
making any investment decisions.
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 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 36 years and has
grown every year. It has long term customer relationships
that typically last more than ten years.
Within the current four 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
year to 31 December 2024, forecasts for the subsequent
two years have then been prepared leveraging off the
detailed 2024 Forecast. 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
alongside management expectations for the next two
years.
The key assumptions in the financial forecasts, reflecting
the overall strategy, include:
• Annual organic growth of +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 60
to 62. 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 no future growth resulting
from a change in economic outlook that leads to a
reduction in revenues due to depressed market
activity;
• reduced cash conversion due to slower cash
receipts from clients;
• adverse foreign exchange movements, no reduction
to current interest rate and tax rate increases; and
• the loss of the Group’s largest client by revenue
from the current and subsequent periods with no
redeployment of staff.
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 2026. 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.
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 2026.
GOING CONCERN BASIS
The Directors also considered it appropriate to prepare
the consolidated financial statements on the going
concern basis, as explained in note 2 to the consolidated
financial statements on page 126.
We report in line with the Non-Financial Reporting
requirement as detailed in Sections 414CA and 414CB
of the UK Companies Act 2006.
VIABILITY STATEMENT
64 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NON-FINANCIAL AND SUSTAINABILITY
INFORMATION ANDS172(1) STATEMENT
NON-FINANCIAL AND SUSTAINABILITY INFORMATION ANDS172(1) STATEMENT
OUR AIMS
Our business model is set out on page 3.
NON-FINANCIAL RISKS
The Risk management and principal risks section of the
Strategic report, starting on page 55, sets out the
Group’s approach to identifying and managing our
principal risks and uncertainties. Our Three Lines of
Defence model provides a rigorous governance
framework, and the list of principal risks starting on page
60 gives details of the policies, outcomes and due
diligence processes that control and mitigate those risks.
The key areas where non-financial adverse impacts could
arise are:
1. RESPECT FOR HUMAN RIGHTS.
As data custodians, we have a responsibility to safeguard
consumer privacy, and our global data policies guide
how we manage and use data, build products and
conduct our business around the world (see page 53).
We are committed to ensuring that there is no modern
slavery or human trafficking in our supply chains or in
any part of our business. Our working practices reflect
our commitment to acting ethically and with integrity
in all our business relationships and to maintaining
effective systems to ensure forced labour or trafficking
is not taking place anywhere in our supply chains
(seepage 115).
S172 AND
SUSTAINABILITY
MATTERS SPECIFIC EXAMPLES PAGES
(a) The likely
consequences of
any decision in
the long term
• Our dividend policy, taken
together with sections of
our Chief Financial Officer’s
Review, explains the returns
we generate for the capital
allocation decisions
wemake
• Our governance framework
shows how the Board
delegates its authority
22
25
(b) The interests of
the company’s
employees
• Our purpose in action
• Employee engagement
survey
3
40
(c) The need to
foster the
company’s
business
relationships
with suppliers,
customers
andothers
• Partnering with suppliers
• We comply with the
requirements of ‘The
Reporting on Payment
Practices and Performance
Regulations (2017)’ for all of
our in-scope UK companies
74
(d) The impact of
thecompany’s
operations on the
community and
the environment
• Financial inclusion for all
and Our communities
• Protecting the environment
74
35 to
54
(e) The desirability
of the company
maintaining a
reputation for
high standards
ofbusiness
• Treating data with respect
• Partnering with suppliers
53
54
(f) The need to act
fairly between
members of
thecompany
• Stakeholder engagement
• Investment proposition
73 and
74
6
2. EMPLOYEES
Employee engagement is a key performance indicator (see
pages 40 to 42 and 73), and we talk in the Sustainability
section of the Strategic Report about our many programmes
and initiatives that inspire our people to be their best, to
bring their whole selves to work, our commitment to
diversity, equality and inclusion, and our recruitment,
retention and succession practices that help to mitigate
the risk of our dependence on highly skilled personnel.
3. ENVIRONMENTAL MATTERS
We take our environmental responsibilities seriously, We
remain a Carbon Neutral+ organisation and have
strengthened our commitment to transparency
regarding climate risk by reporting to Carbon Disclosure
Project (CDP) for the first time (see page 50). See also
pages 51 to 54 for further actions and initiatives JTC is
taking to help protect the environment.
4. ANTI-CORRUPTION AND ANTI-BRIBERY
Our Staff Handbook sets out our zero-tolerance policy
on bribery and corruption in any form, and this message
is reinforced through mandatory annual training for
employees.
5. SOCIAL MATTERS
JTC has many initiatives in place to deliver our purpose
of creating a better tomorrow for consumers, businesses,
our people and our communities. The role we play
benefits everyone: businesses grow, people prosper and
communities thrive. This happens in many ways,
including through our core business, the development
of social innovation products, employee volunteering
and support for community groups and charities.
SECTION 172(1) STATEMENT
Section 172 legislation requires that directors 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. Section 172 also aims to help shareholders
better understand how the directors have discharged their
duty during the year while having regard to the matters
set out in Section 172(1)(a) to (f) of the UK Companies
Act 2006 (“s172 matters”). In addition, the 2018 UK
Corporate Governance Code recommends that boards
describe how the matters set out in Section 172 have
been considered in their discussions and decision-making.
JTC is a Jersey-incorporated company, nevertheless the
Board fully embraces Section 172 and supports its aims
and is reporting in line with its requirements.
Throughout 2023, the directors continued to exercise
their duties while having regard to Section 172 matters,
and also to other relevant factors as they reviewed and
considered proposals from senior management, and as
they governed the Company on behalf of its shareholders
through the Board and its committees.
Outlined in the table opposite are examples of where
the Board considered specific s172 matters throughout
this Annual Report.
The Strategic Report on pages 1 to 65 was approved by
the Board on 8 April 2024.
NIGEL LE QUESNE
CHIEF EXECUTIVE OFFICER
MARTIN FOTHERINGHAM
CHIEF FINANCIAL OFFICER
JTC ANNUAL REPORT 2023 65
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
GOVERNANCE AT A GLANCE
GOVERNANCE AT A GLANCE
BOARD HIGHLIGHTS
The Board navigated the challenges of an ever-evolving market
landscape, driving forward our strategic growth objectives, enhancing
ESG commitments, and pioneering digital transformation –
underscoring our reputation as a FTSE 250 leader
BOARD SKILLS AND DIVERSITY
Actively fostering a wide skills mix and diversity within our
Board is a priority. JTC has implemented rigorous recruitment
strategies, invested in continuous professional development,
and embraced inclusive practices to highlight and harness the
power of diverse perspectives and expertise
PROMOTION OF CORPORATE CULTURE
The Board has promoted JTC’s distinct culture of integrity,
collaboration, client-centric innovation and all employee shared
ownership, creating an environment that encourages growth,
enables success, and truly reflects who we are
PAY FOR PERFORMANCE
The Board has championed a performance-driven remuneration
policy, ensuring that exceptional contributions to JTC’s progress
are duly recognised and rewarded
Compliance with the Code
100%
PAGE 71
Shareholder communications
11
RNS announcements
relatingtoourresults
andgrowthstrategies
Board ‘Deep Dives’
6
PAGE 74
Board attendance
100%
PAGE 74
Shareholder engagement
129
Management meetings
withinstitutional holders
andnon-holders
ESG development
1st
Our first full submission to the
CDP global disclosure system
BOARD DIVERSITY
The Board recognises the fundamental importance of fostering diversity,
equity, and Inclusion, both on the Board and within JTC as a whole,
acknowledging that it is not only the right thing to do but also a strategic
imperative that drives innovation, creativity, and results.
We have been making concerted efforts to advance DEI at Board level
and these efforts, include actively encouraging applications from
marginalised groups whilst ensuring equitable opportunities for all.
Moreover, we are committed to ongoing evaluations of these strategies
to identify areas of improvement and implement necessary adjustments.
For further details see pages 75 to 78.
We are firm in our belief that the progress in DEI will strengthen our
community and business as we navigate future challenges.
BOARD GENDER DIVERSITY*
39%
Women
61%
Men
66 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CHAIRMAN’S
INTRODUCTION
TOGOVERNANCE
CHAIRMAN’S
INTRODUCTION
TOGOVERNANCE
OUR BOARD
The Board’s focus is on promoting the long-term sustainable success
of the Company and creating value for all its stakeholders. The Board
is committed to upholding the highest standards of corporate
governance in line with the UK Corporate Governance Code 2018;
and is responsible for good stewardship of the Company to protect
shareholders’ long-term interests and ensuring its social and
environmental obligations are fulfilled.
The Board has eight directors comprising the Chairman, three
executive directors and four independent non-executive directors,
one of whom is the Senior Independent Director. There were no
changes to the Board’s composition during 2024. Biographies for
each director and details of which Board Committees they are
members of can be found on pages 68 and 69.
To ensure the Board performs effectively, there is a clear division
of responsibilities agreed by the Board, between the Board and
executive leadership of the business. Descriptions of the key roles
are available at pages 71 and 72.
We conducted an internal evaluation of the effectiveness of the
Board and its committees in 2023, led by the Chair of the
Governance and Risk Committee and the Group Company
Secretary. The evaluation has concluded that the Board is
operating effectively but has identified some areas for
improvement which we will focus on during 2024. Further details
may be found on pages 79 and 80.
OUR BOARD COMMITTEES
To provide effective oversight and leadership, the Board has
established four Board Committees to assist in the execution of
its responsibilities. These are the Audit Committee, Governance
& Risk Committee, Nomination Committee and Remuneration
Committee. Each Committee operates under Terms of Reference
approved by the Board. The Terms of Reference for these
committees are available at www.jtcgroup.com/investor-relations/
corporate-governance/ and on request from the Group Company
Secretary.
UK CORPORATE GOVERNANCE CODE 2018
STATEMENT OF COMPLIANCE
For the year ended 31 December 2023, the company complied
with all the provisions of the Code, which is available to view on
the Financial Reporting Council’s (FRC) website www.frc.org.uk,
and theDisclosure Guidance and Transparency Rules requirements
to provide a corporate governance statement.
In accordance with Section 4, Principle N, Provision 27 of the Code
the Board considers that, taken asa whole, this Annual Report and
Accounts is fair, balanced and understandable and provides the
information necessary for shareholders to assess the company’s
financial position, performance, business model and strategy.
AGM
As Chairman of the Board of Directors, I would like to endorse the
recommendations put forward by the Board for the forthcoming
Annual General Meeting (AGM), and I encourage our shareholders
to exercise their voting rights in favour of all the proposed
resolutions.
These resolutions have been proposed after careful deliberation,
with the Company’s long-term prosperity and our shareholders’
interests underpinning every resolution. The Board firmly believes
that the adoption of these resolutions will facilitate the Company’s
future growth, reinforce corporate governance, and enhance
shareholder value – all imperative to JTC PLC’s ongoing success.
Moreover, your input and participation is crucial to the functioning
of the Company and to buttressing the trust that underlies our
commitments to you. We firmly believe in open dialogue with our
shareholders, understanding that your insights and perspectives
consolidate our collective effort towards sustainable success.
For those with further inquiries about the resolutions or any aspect of
the AGM, the Company Secretary remains at your disposal. We
appreciate that you may require further details or have questions on
specific issues, and I encourage you to engage proactively in this process.
You may reach out directly to the Company Secretary. Your
concerns will be addressed promptly, ensuring you possess the
necessary information to make informed decisions at the AGM.
Once again, we are grateful for your continual support and faith
in JTC PLC, and I look forward to welcoming your approval of the
Board’s proposed resolutions at the forthcoming AGM.
MIKE LISTON OBE
CHAIRMAN OF THE BOARD OF DIRECTORS
“Through unwavering commitment
to exceptional corporate governance
and sustained success, our collective
endeavour is to create long-term value
for all our stakeholders, with trust,
transparency, and accountability at
the core of our strategy.”
MIKE LISTON OBE CHAIRMAN OF THE BOARD OF DIRECTORS
JTC ANNUAL REPORT 2023 67
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
BOARD OF DIRECTORS
VALUES AND LEADERSHIP
MIKE LISTON, OBE (72)
NON-EXECUTIVE CHAIRMAN
N
R
NIGEL LE QUESNE (63)
CHIEF EXECUTIVE OFFICER
MARTIN FOTHERINGHAM (59)
CHIEF FINANCIAL OFFICER
WENDY HOLLEY (57)
CHIEF OPERATING OFFICER &
CHIEF SUSTAINABILITY OFFICER
N
DERMOT MATHIAS (74)
SENIOR INDEPENDENT
NON -EXECUTIVEDIRECTOR
N
A
G
R
MICHAEL GRAY (58)
INDEPENDENT
NON -EXECUTIVE DIRECTOR
N
A
G
R
ERIKA SCHRANER (56)
INDEPENDENT
NON -EXECUTIVE DIRECTOR
N
A
G
R
KATE BEAUCHAMP (49)
INDEPENDENT
NON -EXECUTIVE DIRECTOR
N
A
G
R
APPOINTMENT TO BOARD 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) 8 March 2018 8 March 2018 18 November 2019 24 March 2022
QUALIFICATIONS 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 Chartered Accountant. FCBI, AMCT, Dip IoD. PhD in Management Science & Engineering. LLB (Hons)
EXPERIENCE 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
33years with extensive trust, fund and corporate
administration experience.
Extensive management and corporate
financeexperience.
Over 30 years’ experience in financial services
operations and HR.
Extensive management, corporate finance and
NEDexperience.
Over 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 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.
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 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. 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 & member of the Audit
Committee GCP Infrastructure Investments Limited.
Non-Executive Director EPE Special Opportunities
Limited.
Non-Executive Director Pod Point Group Holdings Plc.
Senior Independent Non-Executive Director, Bytes
Technology Group Plc. Non-Executive Director Hg
Capital Trust Plc. Non-Executive Director Videndum Plc.
Not applicable.
KEY
Chair
N
Nomination
A
Audit
G
Governance and Risk
R
Remuneration
68 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
FEMALE: 3
BOARD OF DIRECTORS CONTINUED
MIKE LISTON, OBE (72)
NON-EXECUTIVE CHAIRMAN
N
R
NIGEL LE QUESNE (63)
CHIEF EXECUTIVE OFFICER
MARTIN FOTHERINGHAM (59)
CHIEF FINANCIAL OFFICER
WENDY HOLLEY (57)
CHIEF OPERATING OFFICER &
CHIEF SUSTAINABILITY OFFICER
N
DERMOT MATHIAS (74)
SENIOR INDEPENDENT
NON -EXECUTIVEDIRECTOR
N
A
G
R
MICHAEL GRAY (58)
INDEPENDENT
NON -EXECUTIVE DIRECTOR
N
A
G
R
ERIKA SCHRANER (56)
INDEPENDENT
NON -EXECUTIVE DIRECTOR
N
A
G
R
KATE BEAUCHAMP (49)
INDEPENDENT
NON -EXECUTIVE DIRECTOR
N
A
G
R
APPOINTMENT TO BOARD 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) 8 March 2018 8 March 2018 18 November 2019 24 March 2022
QUALIFICATIONS 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 Chartered Accountant. FCBI, AMCT, Dip IoD. PhD in Management Science & Engineering. LLB (Hons)
EXPERIENCE 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
33years with extensive trust, fund and corporate
administration experience.
Extensive management and corporate
financeexperience.
Over 30 years’ experience in financial services
operations and HR.
Extensive management, corporate finance and
NEDexperience.
Over 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 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.
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 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. 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 & member of the Audit
Committee GCP Infrastructure Investments Limited.
Non-Executive Director EPE Special Opportunities
Limited.
Non-Executive Director Pod Point Group Holdings Plc.
Senior Independent Non-Executive Director, Bytes
Technology Group Plc. Non-Executive Director Hg
Capital Trust Plc. Non-Executive Director Videndum Plc.
Not applicable.
KEY
Chair
N
Nomination
A
Audit
G
Governance and Risk
R
Remuneration
MALE: 5
GENDER BALANCE
JTC ANNUAL REPORT 2023 69
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
BOARD ACTIVITIES DURING THE YEAR
BOARD ACTIVITIES DURING THE YEAR
STRATEGY AND PLANNING
GROUP PLANS AND BUDGETS
• In November 2022, reviewed the Group’s
financial plan for 2023 and individually for
the Divisions and Departments
• Reviewed forecasts and key performance
targets, including assumptions, scenarios and
projections Strategy
• Reviewed financial performance during 2023
• Board members met in December 2023 to
discuss the Cosmos strategy and the financial
plan for 2024 and individually for the
Divisions and Departments
• Received updates on competitive
environment and broader market
developments
MERGERS AND ACQUISITIONS
• Oversight of potential merger and
acquisitions (M&A) activities and portfolio
strategy
• Considered and approved acquisitions: South
Dakota Trust Company and Blackheath
(completed Feb. 24)
GROUP ACTIVITIES AND
PERFORMANCE UPDATES
• JTC business reviews, including at Group and
Divisional level, functional reviews of certain
business areas and capability centres and
status updates on transformation programme
• Deep dives of functions such as M&A, HR, IT
& cyber security, Banking & Treasury strategy
• Reviewed the Group’s sustainability strategy
and approach, including progress against
delivery of our Sustainability Ambitions
• Received updates on sustainability activities
and initiatives
FINANCIAL OVERSIGHT
REPORTING
• Reviewed and approved JTC’s Annual Report
and Financial Statements including
compliance with reporting requirements
• Reviewed and approved JTC’s half-year results
• Provided results presentations to investors
and employees during the year
GOING CONCERN
• Reviewed going concern and liquidity
considerations
FINANCIAL RESOURCES
• Reviewed the company’s financial position,
Group debt and funding arrangements
INTERIM AND FINAL DIVIDEND
PAYMENTS
• Approved the final 2022 and interim 2023
dividend payments
LEADERSHIP AND GOVERNANCE
BOARD AND COMMITTEE
PERFORMANCE REVIEW
• Conducted the annual Board performance
evaluation, which identified areas for
improvement and recommended actions
• Considered and proactively addressed actions
from the 2022 Board performance review
• Oversight of Group talent planning and
succession, including senior management
succession and retention
• Considered the appointment of a new
Non-Executive Director, as detailed on page 77.
TALENT, SUCCESSION AND
BOARDCOMPOSITION
• Oversight of Group talent planning and
succession, including senior management
succession and retention
• Considered Board composition, diversity and
changes, including the proposed appointment
ofa new Non-Executive Director, as detailed
onpage 77.
SHAREHOLDERS AND STAKEHOLDERS
• Held the 2023 AGM as a physical meeting.
Shareholders had the opportunity to
pre-submit questions as well as ask them
during the meeting
• Held Board and employee engagement
meetings, to understand employee views, as part
of September strategy meetings
• Engaged with major shareholders concerning the
remuneration policy review
• Reviewed and approved governance matters,
such as the Schedule of Matters Reserved for
the Board, Committee terms of reference,
Directors’ conflicts of interest and
compliance with the Code and best practice
• Approved JTC’s 2023 Modern Slavery and
Human Trafficking Statement, as recommended
by the Governance & Risk Committee
RISK MANAGEMENT AND
INTERNALCONTROL
The Board is responsible for compliance with the
Code and the FRC’s Guidance on Risk Management,
Internal Control and Related Financial and
Business Reporting. The sectors and environment
within which JTC operates are dynamic and fast-
moving and, in some areas, highly regulated and
so controls are kept under review. The system is
designed to assess and manage, rather than
eliminate, risks. The Board relies on these controls
insofar as they are able to provide reasonable, but
not absolute, assurance against material
misstatement or loss. More detailed information
may be found in the Risk Report on pages 55 to
63. The Group’s principal and emerging risks and
mitigating actions are detailed on pages 59 to 63.
BOARD ATTENDANCE IN 2023
The Board met formally five times during 2023,
with all Directors attending each meeting.
A total of six focussed topics were discussed at
‘deep dive’ sessions attended by the Board and
various members of the wider management team
in 2023.
In addition to the formal Board and Committee
meetings, which were similarly attended by all
Committee Members, the CEO held informal
monthly update call with the NEDs.
The Chairman met separately with the CEO
throughout the year to discuss overall Company
performance, operations and strategic updates
and GDC activities.
70 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
APPROACH TO GOVERNANCE
LEADERSHIP AT JTC
There is an established and effective leadership structure
in place at JTC. The Board has formed four Board
Committees to assist in the execution of its responsibilities.
These are the Audit Committee, Governance and Risk
Committee, Nomination Committee and Remuneration
Committee. Each Committee operates under terms of
reference approved by the Board. The terms of reference
are reviewed regularly, with the last review taking place
in December 2023, and can be found on the company’s
website, at www.jtcgroup.com. The current Committee
membership of each Director is shown on pages 68 to 69.
In addition to the Group Holdings management board
there are also two supporting Executive Management
Committees (ICS ExCo, PCS ExCo and Ops ExCo): the
Disclosure Committee and the Group Risk & Compliance
Committee.
HOW WE ARE GOVERNED
DEFINING ROLES AND RESPONSIBILITIES
The Board consists of a balance of Executive and Non-
Executive Directors who, together, have collective
accountability to JTC’s shareholders and stakeholders
as well as responsibility for the overriding strategic,
financial and operational objectives and direction of the
Group. The Board manages the overall leadership of the
Group with reference to its formal Schedule of Matters
Reserved for the Board. This schedule is reviewed
annually, with the last review undertaken in December
2023, and broadly covers:
• Matters which are legally required to be considered
or decided by the Board, such asapproval of JTC’s
Annual Report and Financial Statements, declaration
of dividends and appointment of new Directors
• Matters recommended by the Code to be considered
by the Board, such as terms of reference for the
Board and its Committees, review of internal
controls and risk management;
• Compliance with regulations governing UKpublicly
listed companies, such as the UK ListingRules, the
Disclosure Guidance and Transparency Rules and
the Prospectus Regulation Rules
• Matters relating to developments in, or changes to,
the Group’s strategic direction, material corporate
or financial transactions
The full Schedule of Matters Reserved for the Board is
available on the website at www.jtcgroup.com
BOARD ROLES AND RESPONSIBILITIES
To ensure the Board performs effectively, there is a clear
division of responsibilities, set out in writing and agreed
by the Board, between the role of the Board and the
executive leadership of the business. The key roles are
defined in greater detail on pages 71 to 72.
NON-EXECUTIVE
THE CHAIR
• Leading the Board and taking responsibility for the
Board’s overall effectiveness in directing the company
• Upholding the highest standards of integrity and
ethical leadership, leading by example and promoting
a culture of openness and debate, based on mutual
respect, both in and outside the boardroom and in
line with our purpose, values, strategy and culture
• Chairing Board andshareholder meetings and
setting Boardagendas
• Encouraging constructive challenge and facilitating
effective communication between the Board,
management, shareholders and wider stakeholders,
while promoting a culture of openness and
constructive debate
• Ensuring an appropriate balance is maintained
between the interests of shareholders and
otherstakeholders
• Leading the annual performance review process
forthe Board and its Committees andaddressing
any subsequent actions
• Promoting the highest standards of
corporategovernance
• Building a well-balanced, diverse and highly
effective Board
• Ensuring Directors receive accurate, timely
andclear information
• Ensuring there are appropriate induction
anddevelopment programmes for all
Boardmembers
• Ensuring the long-term sustainability of
thecompany
THE SENIOR INDEPENDENT DIRECTOR
• Acting as a sounding board for the Chair on
Board-related matters
• Acting as an intermediary for other Directors
asnecessary
• Evaluating the Chair’s performance on an
annualbasis
• Chairing Board meetings in the absence of the Chair
• Being available to shareholders and stakeholders
toaddress any concerns that they have been
unableto resolve through normal channels
• Leading the search and appointment process for
anew Chair, when necessary
NON-EXECUTIVE DIRECTORS
• Providing independent input into Board decisions
through constructive challenge anddebate,
strategic guidance and specialistadvice
• Reviewing and approving the company’s long-term
strategic, financial and operationalgoals – examining
the day-to-day management of thebusiness against
the performance targets and objectives set, ensuring
that management is held toaccount
• Reviewing financial information and ensuring it is
complete, accurate and transparent
• Ensuring there are effective systems of internal
control and risk management and that these are
monitored and reviewed
• Setting appropriate levels of remuneration
forExecutive Directors and ensuring performance
targets are closely aligned withshareholder interests
• Development of succession planning for
seniormanagement
• Taking into account and responding to
shareholders’views
APPROACH TO GOVERNANCE
GOVERANCE STRUCTURE CHART
– SEE PAGE 58.
JTC ANNUAL REPORT 2023 71
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
APPROACH TO GOVERNANCE CONTINUED
EXECUTIVE
CHIEF EXECUTIVE OFFICER
• Principally responsible for the day-to-day
management of JTC, in line with the
strategic,financial and operational objectives
setbytheBoard
• Chair of the GHB, consisting of the CEO, theCFO
and senior management executives, who together
are responsible for execution ofthe company’s
strategy and achieving its commercial aims
• Effective development and implementation of
strategy and commercial objectives as agreed
bythe Board
• Maintaining relationships with investors and
advising the Board accordingly
• Managing JTC’s risk profile and establishing
effective internal controls
• Ensuring there are effective communication
flowsto the Board and the Chair, and
thattheyareregularly updated on key matters,
including progress on delivering strategic objectives
• Regularly reviewing the organisation structure,
developing a Group Executive team and planning
for succession
• Providing clear leadership to promote the desired
culture, values and behaviours to inspire and
support the company’s workforce
• Ensuring the long-term sustainability of
thebusiness
• Responsible for delivery of M&A strategy
CHIEF FINANCIAL OFFICER
• Supporting the CEO in developing and implementing
the company’s strategy and delivery of M&A strategy
• Leading the global finance function, anddeveloping
key talent and planning forsuccession
• Responsible for establishing and maintaining
adequate internal controls over financial
reportingand for the preparation and integrity
offinancial reporting
• Ensuring the Board receives accurate, timely and
clear information in respect of the Group’s financial
performance and position
• Developing and recommending the long-term
strategic and financial plan
• Tax and treasury strategy, budgeting and
forecasting
• Debt facilities and maintenance of relationships
with corporate lenders
CHIEF OPERATING OFFICER
• Overseeing day-to-day administrative and
operational functions, including coordinating
withhuman resources, IT, legal, BD & marketing
and other departments
• Leading the Group operations departments,
anddeveloping key talent and planning
forsuccession
• Responsible for establishing and maintaining
adequate internal controls, preparation and
integrity ofnon-financial reporting
• Ensuring the Board receives accurate, timely
andclear information in respect of the Group’s
operations strategy
• Developing and recommending the long-term
strategic plans and implements policies for daily
operations, and communicates these plans policy
changes to departmental supervisors
• Integration of acquired businesses
CHIEF SUSTAINABILITY OFFICER
• Oversees the overall execution, mission and
efficacy of the Group’s sustainability programme
and functions
• Collaborates with the appropriate departmental
managers to facilitate strategic plans and
implements policies with the goal to minimise
theGroup’s environmental impact
THE COMPANY SECRETARY
• Providing advice and support to the Chair and
allDirectors
• Advising and keeping the Board up to date and
compliantonall relevant legal and governance
requirements
• Ensuring the Board receives high quality, timely
information in advance of Board meetings to
ensureeffective discussion
• Facilitating an induction programme for all
Boardmembers
• Ensuring there are policies and processes in place to
help the Board function efficiently and effectively
• Keeping abreast of shareholders’ views
• Oversees management of employee share plan
administration
GROUP HOLDINGS BOARD
The board of JTC Group Holdings Limited provides
executive leadership, guidance, and oversight to the
Group, plays a key role in driving the organisation’s
success, and ensures decisions made align with the
Board’s strategy, vision, and goals.
The JTC Group Holdings board is chaired by the CEO,
with the CFO and COO also being members of theboard.
The additional members of the board are:
GROUP HEAD OF INSTITUTIONAL
CLIENTSERVICES
• Responsible for delivery of the approved Divisional
business plan
• Oversees the daily operations of the Division
• Supervises senior management personnel
• Plans the division’s budget, providing advice and
conflict resolution management to staff; and
• Maintains the Division’s standard and quality
ofwork.
GROUP HEAD OF PRIVATE
CLIENTSERVICES
• Responsible for delivery of the approved
Divisionalbusiness plan
• Oversees the daily operations of the Division
• Supervises senior management personnel
• Plans the division’s budget, providing advice and
conflict resolution management to staff; and
• Maintains the Division’s standard and quality
ofwork.
GROUP CHIEF RISK OFFICER
• Responsible for the Group’s risk management
andcompliance operations, including oversight
ofits risk identification and mitigation activities
• Developing strategic action plans to mitigate
thecompany’s primary threats
• Monitoring the progress of risk mitigation efforts
• Developing and disseminating risk analysisand
progress reports to company executives, board
members and employees.
• Integrating strategic risk management priorities
into the Group’s overall strategic planning.
• Developing and implementing information
assurance strategies to protect against and manage
risks related to the use, storage and transmission
ofdata and information systems.
• Evaluating potential operational risk stemming
from employee errors or system failures that
coulddisrupt business processes, then developing
strategies to reduce exposure to these risks and
respond effectively.
• Overseeing funding and budgeting of risk
management and mitigation projects.
• Communicating with stakeholders and board
members about the organization’srisk profile
andperformrisk assessments.
72 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
STAKEHOLDER ENGAGEMENT
HOW THE BOARD ENGAGES
OUR PEOPLE
Everyone employed by JTC
WHAT THEY NEED
• To be valued for their contribution
• To be fairly remunerated and rewarded
• To be supported
• To contribute to JTC’s culture
• Training, learning and development
• Career progression
• To own part of JTC
HOW WE ENGAGE
• Executive Director responsible for workforce engagement
• Annual employee engagement survey
• Dedicated global intranet (JTC Joogle) with daily article updates
• Regional Board meetings
• Senior leadership meetings
• Divisional and departmental regional ‘town hall’ meetings
• “Ask the CEO anything” video Q&As
• Employee lifecycle surveys
HOW WE ADD VALUE
We support a positive, collaborative, diverse, equitable and inclusive
culture and do all we can tomake JTC a great place to work, where
everyperson can bring their authentic selves to work. Wecelebrate
performance and offer employees support to learn new skills and
progress their careers,giving them asense of purpose, an integral
partofour organisational culture that has a positive impactglobally.
OUR CLIENTS
Every individual or organisation who engages or uses JTC’s services
WHAT THEY NEED
• Value for money
• A trusted professional services partner
• Expertise and experience
• Global reach
• Tailored solutions
• Compliance with regulatory requirements
• High-quality and accurate data
• Technology, data security and privacy
• Independence
HOW WE ENGAGE
• Day-to-day engagement with our client administration teams
• Ambassador and Key Account Management (KAM) programmes
• Engaging with clients through meetings, advisory boards, conferences
and webinars
• Marketing campaigns and media relations activities, including web,
email and social media
HOW WE ADD VALUE
JTC adds value for its clients by providing them with a comprehensive
range of services, tailored to their specific needs, delivered by a team of
highly skilled professionals, supported by advanced technology and a
global network of resources.
OUR SHAREHOLDERS
Current and potential holders of JTC shares
WHAT THEY NEED
• To understand JTC’s investment case, strategic direction, financial
performance and sustainability
• To understand structural market trends and to generate sustainable
investment returns through share price appreciation & dividends
• To understand management and incentive structures
• To ensure they are investing in businesses that are committed
toenvironmental progress, societal benefit and which have
stronggovernance
HOW WE ENGAGE
• Full year and interim financial results and pre-results trading updates
• Annual Report
• Ad hoc meetings, formal roadshows, conferences and sessions specific
to our business, strategy and ESG matters
• Responding to investors’ queries on financial, strategic and ESG topics
• Regular investor surveys and feedback
• Annual General Meeting
HOW WE ADD VALUE
We aim to create long-term shareholder value through organic and
inorganic investments to grow our position in our chosen markets,
balanced with shareholder returns, while ensuring we meet our wider
sustainability commitments.
1,800+
EMPLOYEES
100+
COUNTRIES
19.9%
NET ORGANIC REVENUE
GROWTH
89%
ANNUAL EMPLOYEE
SURVEY RESPONSE RATE
15,000
CLIENTS GLOBALLY
37.23p
ADJUSTED
UNDERLYINGEPS
JTC ANNUAL REPORT 2023 73
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
STAKEHOLDER ENGAGEMENT CONTINUED
OUR REGULATORS
Regulatory bodies, government institutions and policymakers in
allourjurisdictions.
HOW WE ENGAGE
• Transparent and constructive relationships with regulators and
policymakers, including regular interaction with members of
seniormanagement
• Responding to public consultations on issues relevant to our business
• Working collaboratively with regulators to ensure clients are compliant
HOW WE RESPOND
We monitor regulations and put in place policies and processes to
ensurecompliance. Board and Governance and Risk Committee
reportingincludes legislative and regulatory matters as well as relevant
government affairs matters. We take part in events to communicate
therole we play in supporting an innovative, well-regulated industry.
Weengage with policymakers to inform the development of appropriate
legislation, and participate in multi-stakeholder engagement for policy
consultation and to provide policymakers with a better understanding
ofour industry.
HOW WE ADD VALUE
JTC provides timely and accurate reporting to regulators on behalf of its
clients, including financial reporting, tax reporting, and regulatory filings.
This helps regulators to monitor the financial health and activities of
JTC’s clients and maintain the integrity of the financial system.
OUR SUPPLIERS
All those who directly supply JTC with goods or services.
HOW WE ENGAGE
• Procurement processes
• Supplier relationships
• Third-Party Supplier Risk Assessment processes
• Through our Sustainability programme
• Review modern anti-slavery and minimum wage compliance
HOW WE RESPOND
We create close and collaborative relationships with key suppliers to
ensure streamlined processes and performance. This helps us uncover
and realise new value, reduce costs and mitigate risk of failure. We help
suppliers to understand our expectations and ethical requirements,
andwe conduct due diligence to ensure compliance with critical
issuessuch as data security, modern slavery and environmental
performance. Forging close relationships also helps us ensure we
meetour complianceobligations.
HOW WE ADD VALUE
We support suppliers’ businesses by paying on time, giving feedback
when requested, maintaining an open dialogue and building long-term
relationships. We create close and collaborative relationships with key
suppliers, realising value, reducing costs and mitigating risk of failure.
OUR COMMUNITIES
All those who live and work in the areas where we operate.
HOW WE ENGAGE
• Community investment, charity partnerships and sponsorship
• Employee volunteering
• Gifts in kind and pro-bono work
• Advice and support
• JTC ‘Just giving’ matched employee charitable donations
HOW WE RESPOND
How we work is as important as the work we do. Community engagement
has always been central to our corporate social responsibility programme.
Our employees get involved in their local communities through volunteering
and participating in a broad range offundraising for local projects in Europe,
the Americas, the Caribbean and Africa.
HOW WE ADD VALUE
We support local communities through employment, paying taxes and
corporate sponsorship. By helping our local offices prosper, we enhance
theirpotential as employers.
39
ENGAGEMENTS BY
JURISDICTION
£35m
PAID TO SUPPLIERS
£275k
DONATED, FUND RAISED
ANDCONTRIBUTED
34
INDUSTRY
ASSOCIATIONS
300+
SUPPLIERS GLOBALLY
85
CHARITIES
SUPPORTEDGLOBALLY
74 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOMINATION COMMITTEE REPORT
NOMINATION COMMITTEE REPORT
The Committee regularly evaluates the Board and its
Committees, and considers the composition, balance of
skills, experience and diversity and how effectively
Directors work together to achieve JTC’s objectives. The
Committee ensures that plans are in place for orderly
succession of the Board and senior executive
management, overseeing a diverse pipeline of succession.
The Nomination Committee met three times during the
year to fulfil the duties set out in its terms of reference.
Only the members of the Committee are entitled to
attend the Committee meetings, although other regular
invitees to Committee meetings during the year included
the Group Chief Executive Officer, the Group Head of
Human Resources, the Group General Counsel and the
Company Secretary. Committee members are excluded
from participating when their own positions are under
discussion.
ROLE AND RESPONSIBILITIES
The role of the Committee is to ensure that there is a
formal, rigorous, and transparent procedure for the
appointment of new Directors to the Board and to lead
the process for Board appointments. The Nomination
Committee has principal responsibility for making
recommendations to the Board on new appointments
and the composition of the Board and its Committees.
The Committee also assists the Board in succession
planning for senior management. The role of the
Committee includes, but is not limited to, the following
matters:
• Regularly reviewing the composition (including
skills, experience, independence, knowledge and
diversity) of the Board and making
recommendations to the Board with regards to any
changes deemed necessary, taking into account the
length of service of the Board as a whole and the
need to regularly refresh membership;
• Reviewing the composition of each of the Board
Committees and evaluating the performance and
effectiveness of each Director;
• Keeping under review the leadership capabilities
ofthe company, covering both executive,
non-executive and senior management positions,
ensuring plans are in place for orderly succession,
with a view to ensuring the continued ability of the
company to compete effectively in the markets in
which it operates. It is noted that the Committee
considers executive succession planning to be so
important that it is reviewed by the full Board;
COMPOSITION OF THE COMMITTEE
The Nomination Committee is chaired by me and
comprises three independent non-executive directors, the
non-executive chairman and the chief operating officer.
The Nomination Committee meets at least twice a year
at appropriate times in the reporting cycle.
2023 MEETING ATTENDANCE
ERIKA SCHRANER
MIKE LISTON
DERMOT MATHIAS
MICHAEL GRAY
KATE BEAUCHAMP
WENDY HOLLEY
INTRODUCTION
Dear Shareholder
I am pleased to present the Committee’s report for the
year ended 31 December 2023.
It has been another busy year for the Committee, with
a strong emphasis on reviewing skills and succession
planning and enhancing diversity within our talent
pipeline and across the business more generally.
The Committee continued its focus on equality, diversity
and inclusion, which will be maintained in 2024.
HIGHLIGHTS FROM THE YEAR KEY FOCUS FOR 2024
• review of the development of the JTC leadership competency framework (integral to Talisman)
with a focus on the leadership behaviours required at all levels of the organisation
• review of Board composition, skills, experience and diversity needed to help the business succeed
• agreement to search for an additional NED in 2024
• consideration of the talent pipeline for potential new NED and other Board appointments;
• conducting the annual review of Board, Committee and individual Director effectiveness and
performance and a review of the findings of the review and recommended actions;
• consideration and approval of the report of the Committee in the company’s Annual Report and
consolidated financial statements for the year ended 31 December 2023;
• consideration and recommendation to the Board of changes in Directors’ outside interests and any
potential conflicts of interest; and
• review of the succession plans for Executive Committee roles, including potential candidates for
such roles, their backgrounds and experience, and how such candidates would contribute towards
the company’s diversity objectives
• Selection of new NED
• Induction programme for newly appointed NED
• Executive and senior management succession planning
• Continue to monitor succession planning for Board
members nearing their nine-year term
• Review of directors’ skills matrix to ensure the Board is
poised to support JTC in the Cosmos era
• Consideration and recommendation of the re-election
of directors at our AGM
• Monitoring the implementation of Talisman, including
plans to further evolve JTC leadership capabilities
across the organisation to support the delivery of the
Cosmos plan
JTC ANNUAL REPORT 2023 75
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOMINATION COMMITTEE REPORT CONTINUED
“The culture of JTC
is what inspires me
to work here and
is also why I would
recommend JTC as
aservice provider.”
• Ensuring that all newly appointed Non-Executive
Directors undertake an appropriate induction
programme toensure that they are fully informed
about the strategic and commercial issues affecting
the company and the markets in which it operates,
as well as their duties and responsibilities as a
Director of the Board and member of a Board
Committee(s); and
• Keeping under annual review and continually
monitoring potential conflicts of interest, and,
ifappropriate, authorising situational conflicts of
interest, whilst ensuring the risk of unacceptable
influence resulting from any conflict of interest
isminimised.
REVIEW OF COMMITTEE TERMS
OFREFERENCE
The terms of reference for the Committee are reviewed
on an annual basis. During the year, the Committee’s
terms of reference were reviewed and considered to be
fit for purpose, in-line with best practice. The current
terms of reference for the Nomination Committee are
available on our website at www.jtcgroup.com.
REVIEW OF POTENTIAL CONFLICTS
OFINTEREST
During the year, the Committee reviewed Board
members’ potential conflicts of interest. The Committee
reviewed a schedule of external appointments and other
potential situational conflicts as disclosed by each
Director. Having reviewed the schedule, the Committee
concluded that the appointments did not affect any
Director’s ability to perform his or her duties and
recommended that the Board authorises each Director
to continue in each of his or her external commitments.
Each Director standing for election or re-election at the
forthcoming AGM of the company has individually
provided assurances that they remain committed to
their roles and can dedicate sufficient time to perform
their duties.
BOARD DIVERSITY
At JTC, we have always believed that a diverse and
inclusive culture is a strategic imperative, treating it in
the same way as we do each strategic priority–setting
the tone from the top, holding leaders accountable and
delivering against a clear action plan. We believe having
a diverse mix of minds has helped ensure a caring and
considerate business, which places a significant focus on
our employees’ wellbeing.
The Board is committed to prioritising diversity and
supports the recommendations of the FTSE Women
Leaders Review (previously the Hampton-Alexander
Review) on gender diversity and the Parker Review on
ethnic diversity.
As at 31 December 2023, female representation on the
Board stood at 39% and Executive gender diversity at
17%. The Committee will continue to monitor pay gaps
and building greater representation across the Group is
a focus.
The Nomination Committee is responsible for keeping
under review the composition of the Board and
succession to it, reviewing succession planning for key
Executive Committee roles, and overall talent strategy
for senior leadership positions, including in relation to
ensuring and encouraging diversity. It makes
recommendations to the Board concerning
appointments to the Board.
We do not have a written Board diversity policy but the
Committee and the Board are committed to recruit
members of the Board on the strict criteria of merit, skill,
experience and cultural fit of any potential candidates, and
to seek diversity of gender, social and ethnic backgrounds,
age, cognitive and personal strengths. In this context, the
Board will endeavour to achieve and maintain:
a. A minimum of 40% female representation on
theBoard
76 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOMINATION COMMITTEE REPORT CONTINUED
b. At least one member of diverse ethnicity on the Board
• Satisfying itself that plans are in place for orderly
succession of appointments to the Board and
senior leadership.
• Maintaining an appropriate balance of skills and
experience within the Group and on the Board.
c. At least one of the senior board positions (as defined
by the FCA rules) to be held by a woman.
It remains the Committee’s intention to ensure that the
Board complies with the recommendations of the FTSE
Women Leaders Review on gender diversity and the
Parker Review on ethnic diversity before the end of 2024.
The approach to Company-wide diversity is detailed on
page 44 and is also fully applicable to our Remuneration,
Audit, Governance and Risk and Nomination
Committees.
APPOINTMENT OF ADDITIONAL NED IN2024
A key area for focus in 2024 will be the selection of an
additional NED. As of December 2023, the Board
commenced a selection process adopting an open and
inclusive recruitment process, including targeted
referrals, designed to identify and attract a greater
diversity of talent and to help promote opportunities to
those interested in a non-executive director role on JTC’s
Board and encourage applications from marginalised
groups. The Committee will be mindful of both the
Company-wide and Board-specific diversity policies
when selecting a candidate shortlist and will actively
seek to identify and consider candidates from diverse
backgrounds, experiences, and perspectives. The
interview process with Board members is expected to
be conducted during H1 2024.
NEW DIRECTOR APPOINTMENT PROCESS
The process for Board appointments is led by the
Committee. The Committee will conduct a rigorous
search for suitable candidates with the objective of
ensuring there is a diverse talent pool on the Board with
a mix of experience and skills required to achieve the
objectives of the business. The Committee supports
diversity in its widest sense and seeks to appoint Board
members from different backgrounds who will
contribute differing perspectives to the Board.
For new Board appointments, the Committee considers
the following matters:
• The purpose, values and culture of the business
andthe company’s strategic priorities;
• The key skills and experience which may be
required on the Board and its Committees; and
• The importance of diversity including gender, personal
strengths, age and social and ethnic backgrounds.
RE-ELECTION OF EXISTING DIRECTORS
Non-Executive Directors are initially appointed for a
three-year term and generally continue to serve one or
more further terms. All Directors are nominated for
appointment by the Committee, which is subsequently
approved by the Board. During the year, the Committee
considered the re-appointment of existing Non-
Executive Directors. The Committee recommends that
all existing Board members have their appointments
renewed, and as such, resolutions to this effect will be
proposed to shareholders for approval at the forthcoming
AGM. Details of the specific reasons each Director
contributes to and continues to be important to JTC’s
long-term success are set out in the Notice of AGM,
available at www.jtcgroup.com/investors/annual-
general-meetings.
GROUP EQUALITY, DIVERSITY
ANDINCLUSION
The Board and Committee fully recognise the
importance of diversity, including gender and ethnicity,
at Board and senior management level in compliance
with the Code. Inclusion is key to JTC’s culture and core
values. We recognise that it is critical for us to have an
appropriately diverse employee population and a Board
and senior management team that is reflective of the
markets we operate in, the profile of our employees and
the clients we serve.
The Committee maintains its strong interest in the Group’s
progress in championing diversity, whether gender,
ethnicity, or social mobility, and regularly reviews the
demographics of the workforce as well as the leadership.
The proportion of ethnic minorities in comparison to
the population varies significantly across our
international locations and the multiple geographic
regions where JTC operates, which affects the diversity
of the pool of potential employees. Accordingly, we do
not believe that a ‘one size fits all’ approach to ethnic
minority targets makes sense, either for JTC or for
ourstakeholders.
Recruitment is about securing the most suitable
candidate for every role and is crucial if our business is
to continue to deliver on its goals. However, it is not
always clear what makes a candidate ‘suitable’ and there
is potential for unconscious biases to affect these
decisions. In aiming to be more inclusive JTC has
embedded inclusive practices in our recruitment process.
The term ‘underrepresented’ is not always accurate,
since in some cases a marginalised group can be
overrepresented but still disadvantaged.
Our Talisman programme is intended to further enhance
our efforts to ensure that diverse talent, including those
from a minority ethnic background, is identified,
supported, and given equal opportunities for success.
As part of the regular updates received by the
Committee, rates of participation by a variety of
characteristics are provided, noting that this is subject
to employees’ wish to disclose, or not, certain
characteristics or sensitive information.
Colleagues are asked to provide personal information
for the purposes of monitoring equality and for statutory
reporting purposes, including Gender Pay Gap. This is
collected during recruitment and on-boarding and
colleagues are asked to periodically review and update
as necessary. Information is stored on the Group’s HR
management system, including the data used to
populate the table on the following page. Employees are
encouraged to provide information on a voluntary basis.
During 2023 we have reviewed the wider
leadership team, ensuring that the Group has the
requisite skills and experience and breadth of
talent to meet the Group’s longer-term strategic
objectives. At the same time, we monitored the
performance of the executive and senior
management team.
The Committee, supported by the Group Head of
Human Resources, regularly reviews both the
executive and non-executive leadership as part of
its standing agenda, reviewing both short- and
long-term skills requirements, opportunities for
positive support to minority groups, and early
identification of high potential employees.
Project Talisman is a key initiative for the
forthcoming Cosmos era, led at Board level by our
COO and Chief Sustainability Officer, Wendy
Holley, supported by the Group Head of
HumanResources.
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.
TALENT MANAGEMENT AND
SUCCESSION PLANNING (TALISMAN)
JTC ANNUAL REPORT 2023 77
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
“Our Nomination Committee
works relentlessly to ensure JTC’s
governance team is rooted in
diversity, expertise, and mutual
commitment towards our
collective success”
ERIKA SCHRANER
NOMINATION COMMITTEE REPORT CONTINUED
JTC ACADEMY
We want everyone, wherever they work in the JTC
network, to be able to develop the skills and knowledge
that they need to be excellent in our world, and their
own lives, to be the best versions of themselves and we
deliver this to our team through the JTC Academy. JTC
Academy provides a structured development programme
giving access to materials and training tailored to job
roles, performance, ambitions and potential.
The key elements of JTC Academy include technical,
management and professional training providing a
personal development programme, all aimed at
providing excellence of service to clients and other
stakeholders in the business.
JTC Academy builds on our traditions of mentoring and
academic training, and brings those practices up to date
whilst adding more opportunities than ever before for
wider learning and development.
BOARD EFFECTIVENESS REVIEW
The Board undertakes a formal and rigorous review of
its performance and that of its Committees and
Directors each year. This ensures that they continue to
operate effectively and are identifying opportunities for
improvement and best practice, as well as helping to
inform future agenda items and areas of focus. This year
the review was undertaken by means of online
questionnaires, followed by interviews. The outcome of
the review concluded that the Board, its Committees,
and individual Directors continued to demonstrate a
high degree of effectiveness and collaboration, and that
the Board had a forward thinking mind-set and a good
understanding of opportunities for growth and risks
facing the business. The table shows the positives,
negatives and/ or actions suggested and ensured the
feedback was shared with the Group’s senior leadership.
Further details on the Board evaluation process can be
found on pages 79 to 80.
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, the rest of the Board,
management and our external advisers for their support
during the year.
ERIKA SCHRANER,
NOMINATION COMMITTEE CHAIR
ANNUAL STATEMENT ON BOARD AND EXECUTIVE TEAM DIVERSITY TARGETS
Our Board and Executive Team gender and ethnicity data is provided below in accordance with UK Listing Rule 9.8.6R(10) as at 31 December 2023. At the end of the financial
year, the Board was asked to confirm which ethnicity category they identified with in the table below.
PLC BOARD EXECUTIVE TEAM
GENDER
NUMBER OF
BOARDMEMBERS
PERCENTAGE ON
THE BOARD
NUMBER OF
SENIOR
POSITIONS ON
THE BOARD
(CEO,CFO, SID
AND CHAIR)
NUMBER IN
EXECUTIVE TEAM
PERCENTAGE OF
EXECUTIVE TEAM
MEN 5 62 4 5 83
WOMEN 3 38 – 1 17
NOT SPECIFIED/PREFER NOT TO SAY – – – – –
WHITE (INCLUDING MINORITY WHITE GROUPS) 8 100 4 6 100
ETHNICITY
MIXED/MULTIPLE ETHNIC GROUPS
– – – – –
ASIAN – – – – –
BLACK – – – – –
OTHER ETHNIC GROUPS – – – – –
PREFER NOT TO SAY – – – – –
• Directors are defined as all Non-Executive and Executive Directors appointed to the Board. Board diversity related data are collated directly from each Director
annually using a questionnaire and are given on a self-identifying basis.
• Directors of colour are defined in accordance with the Parker Review definitions as those “who identify asorhave evident heritage from African, Asian, Middle Eastern,
Central and South American regions”.
• All Board diversity data above is given as at 31 December 2023
78 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
BOARD EVALUATION
BOARD EVALUATION
OVERVIEW
Annual evaluations are seen by the Board as a
fundamental component of good governance, ensuring
its continued effectiveness. In line with the UK Corporate
Governance Code we operate an annual Board evaluation
using a third party to assist the performance assessment
at least every three years.
This year, the Board undertook an internal review using
an anonymised electronic questionnaire. The outcomes,
disclosed and discussed at the April 2024 meeting,
facilitating a reflection on potential focus areas along
with previous years’ benchmarks, guiding further
development.
Overall, the Board concluded that it was operating
effectively, with communication and a strong
governance framework being notable areas of excellence,
and identified areas of focus for the coming year (see
page 80).
2023 BOARD EFFECTIVENESS
In 2023, the Board of JTC PLC demonstrated a strong
commitment to excellence through several initiatives.
It initiated a detailed Annual Work Plan and refined
protocols for Board & Committee Meeting to enhance
effectiveness. Greater attention was given to internal
audit and control reporting, safeguarding robust fiscal
management. Directors continued to see value in the
well-prepared ‘deep dive’ presentations on key topics,
providing additional insight on areas of focus.
The Board effectively identified focus areas for the
forthcoming year and confirmed overall efficient
operations. Routine discussions on performance allowed
each Board committee to assess their delivery against
their terms of reference, concluding the continued
effectiveness of operation. The discussed these
responses, reviewed the previous year’s focus areas, and
contemplated future focal points at the April
2024 meeting.
The Board Chair held informal performance review
sessions with individual directors throughout the year,
with the Chair’s performance being similarly evaluated
by the Senior Independent Director.
A thoughtful action plan, devised from necessary
development areas, has been incorporated into the
Board’s yearly planning, further improving its
functionality.
Looking ahead, the Board will engage an independent
third-party to conduct the evaluation of the Board’s
effectiveness in 2024. The overarching commitment to
these exercises underscores the Board’s dedication to
continual improvement and adherence to good
governance.
2023 PROGRESS IN FOCUS AREAS
Sustainability: under the Board’s consistent leadership,
JTC has made significant strides in its ESG commitment
throughout the year (pages 35 to 54).
Board Composition: the Board remains committed to
ensuring diversity in age, gender, ethnicity, experience, and
educational and professional background (pages 75 to 78).
Stakeholder Oversight: the Board’s understanding of
the employee experience and perceptions has been
supported by the employee survey (see pages 73 to 74).
Succession & talent management: Project Talisman
is an integral part of our succession and talent
management strategies. The Board received
presentations and updates on the progress made on
Talisman throughout the year (page 77). The NED
selection process is designed with a focus on deepening
DEI. Candidates reflecting an array of perspectives,
experiences, and backgrounds have been actively sought
and encouraged to apply.
For further information see overleaf at page 80.
MARTIN FOTHERINGHAM
Chief Financial Officer
WENDY HOLLEY
Chief Operations Officer
RICHARD INGLE
Chief Risk Officer
IAIN JOHNS
Group M.D.
NIGEL LE QUESNE
Chief Executive Officer
EXECUTIVE DIRECTORS
GROUP HOLDINGS BOARD
DEAN BLACKBURN
Group Head of ICS
MIKE LISTON, OBE
Non-Executive Chairman
DERMOT MATHIAS
Senior independent NED
ERIKA SCHRANER
Independent NED
MICHAEL GRAY
Independent NED
KATE BEAUCHAMP
Independent NED
MIRANDA LANSDOWNE
Company Secretary
JTC ANNUAL REPORT 2023 79
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
BOARD EVALUATION CONTINUED
REVIEW FRAMEWORK REVIEW SUMMARY
Directors were asked to
consider whether the
Boardwas fulfilling its core
purpose across the three
keycomponents of Strategy,
Governance and Risk and
whether it was properly
leveraging the three core
drivers of effectiveness:
behaviour, process and talent.
Directors were also asked
toassess their performance
andthat of the board during
the year.
KEY THEMES IDENTIFIED IN THE 2023 REVIEW
Focus Question(s) Comments
Governance Director’s Skills –
SelfAssessment
– Personal Attributes:
• Ethics & Integrity
• Collaboration
• Contribution
atmeetings
Directors continue to exhibit strong ethics and integrity,
upholding the Company’s principles and displaying a
collaborative approach that fosters a productive
Boardroom environment. Contributions at meetings
enhance the discussion and decision-making process.
Theseattributes were identified as highlights in the
Board’spursuit of organisational excellence.
Governance Board Committees
The effective performance of Board Committees was
universally noted. Each committee diligently fulfilled its role,
thereby strengthening the corporate governance framework
and enhancing the Board’s oversight capabilities.
Stakeholder
oversight
How the Board engages
to have moreinsight
over stakeholders’
experience & views
The second annual employee survey, enabling all
employees to anonymously share their honest feedback,
was identified as a highlight (page 40). Results were shared
with all staff, together with the action plans to give
employees visibility as to how the Board has interpreted
and will use their feedback. Directors are keen to see
progress made on the further development of the
Stakeholder Map in 2024.
Sustainability Director’s Skills –
SelfAssessment:
Professional Skills
The combination of the Board’s broad strategic outlook with
management’s specialised knowledge in the areas, such as
technology and sustainability, continue to ensure that the
Board is adequately equipped to navigate the complexities of
the dynamic landscape in which the Company operates.
Succession
and talent
management
To ensure appropriate
succession planning
forBoard and senior
management.
The Board had prioritised succession planning, safeguarding
the continuity of leadership for both Board and senior
management throughout the year. The roll-out of Talisman
to identify Group-wide potential talent and foster their
development was a key focus, ensuring a robust pipeline of
skilled leaders, ready to helm the Company’s continuous
growth and progress in Cosmos, and beyond.
2024 OPPORTUNITIES FOR BOARD EXCELLENCE, GROWTH AND IMPROVEMENT
• Continue scheduled ‘Deep Dive’ sessions on key areas of focus identified.
• Develop Board skills: progress NED selection and Board succession planning, with a focus on diverse
candidates with a background in global business strategies would be beneficial to contribute to our
strategic growth plans in Cosmos, and beyond.
• Control Framework: continued focus of internal audit function and control framework reporting
• Proactive Stakeholder Management: progress development of Stakeholder Map.
• Enhance delivery Board reporting: further enhance preparation and delivery, refining formatting, or
considering the adoption of systems for efficiency.
• Policies: review protocols for Board policy approval and procedures for policy review timeline.
In 2024 the Board will engage an independent third-party to conduct the Board effectiveness evaluation,
together with an assessment of the Directors’ skills and individual performance, for an unbiased assessment
of strengths and any areas of suggested improvement. The overarching commitment to this exercise
underscores the Board’s dedication to continual improvement and adherence to good governance.
The overall scoring suggested a high degree of Board effectiveness,
Directors’ skills and diligence. Specific strengths noted include the
ability to work collaboratively as a Board, and with management, in
developing and guiding strategy. Relatively less favourable scores
highlighted areas where individual Directors’ assess their own skills and
experience as being supported by management’s expertise in the areas
of technology and sustainability, however, it was noted that this did
not affect the Board’s collective capacity or effectiveness.
Governance Framework and procedures scored highly, suggesting
robust structure and policies. With objectives & strategy similarly
indicating clarity in strategic direction and an effective boardroom
environment. Scoring reflected the fact that approval of organisational
policies, within the Governance Framework, is delegated to the Group
Holdings Board. It was noted that the accelerated delivery of board
papers would offer added benefit to the NEDs, but was acknowledged
that provision of these documents was inevitably impacted by the
dynamic, rapidly evolving business environment. It was further noted
that the comprehensiveness and high quality of the Board reporting
remains “unparalleled” and adequately supplies Directors with all
information needed to fulfil their responsibilities effectively.
80 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
AUDIT COMMITTEE REPORT
AUDIT COMMITTEE REPORT
As Chair of the Governance & Risk Committee, Kate
Beauchamp’s membership of the Audit Committee
ensures that relevant issues, such as risk, whistleblowing
and compliance are shared and coordinated between
the two Committees.
Committee members are expected in particular to have
an understanding of:
• The Group’s operations, policies and internal
control environment;
• The principles of, and recent developments in
financial reporting;
• Relevant legislation, regulatory requirements and
ethical codes of practice; and
• The role of internal and external audit and risk
management.
The Board is satisfied that, in compliance with the UK
Corporate Governance Code 2018 (the Code) and the
FRC Audit Committees and the External Audit: Minimum
Standard, Committee members as a whole have
competence relevant to the company’s sector
(professional services). The relevant financial and
sectoral experience of each Committee member is
summarised on pages68 and 69.
During the year all Committee members were re-elected
at the AGM and they will stand again for re-election at
the forthcoming AGM in May 2024. Committee
appointments are generally made for a three-year
period. Members of the Committee are appointed by
the Board on the recommendation of the Nomination
Committee, which reviews membership in terms of skills,
experience, knowledge and diversity of gender, social
and ethnic backgrounds, and cognitive and personal
strengths. On joining the Committee and during their
tenure, members receive training tailored to their
individual requirements. Such training may include
meetings with management covering internal audit,
cyber security, risk management, legal, tax, treasury and
financial matters, as well as meetings with the External
Auditor.
All members of the Committee receive regular briefings
from management on matters covering governance and
legislative developments, accounting policies and
practices, and tax and treasury. During the year, the
Head of the Group Company Secretariat acted as
Secretary to the Committee.
On behalf of the Board, I am pleased to present the Audit
Committee Report for the financial year ended
31 December 2023. This report details how the
Committee has discharged its responsibilities, duties and
performance during the year under review in relation to
internal control, financial and other reporting, risk
management, the internal audit function, and our
relationship and interaction with the External Auditor.
COMMITTEE PRIORITIES FOR 2024
• Maintaining oversight and providing assurance to
the Board on JTC’s financial risk management and
internal control procedures, including monitoring
key areas, such as tax compliance
• Sustaining a strong culture of risk management and
embedding and strengthening internal controls
across the Group
• Holistically monitoring potential legislative and
regulatory changes which may affect the work of
the Committee
• Keeping abreast of emerging risks, both domestic
and international, arising from the current
geopolitical and economic landscape
COMMITTEE MEMBERSHIP
The Chair of the Committee is a Chartered Accountant
with recent and relevant financial experience. He was
formerly chair of BDO International and Senior Partner
of BDO’s UK firm, and Audit Committee Chair of another
FTSE250 company, and has previously held NED roles
for other companies.
All Committee members are independent Non-
Executive Directors who have financial, economics and/
or business management expertise in large companies.
HIGHLIGHTS FROM THE YEAR KEY FOCUS FOR 2024
• Ensuring integrity in financial reporting
• Reviewing risk management and internal controls
• Managing relationship with the external auditor
• Assessing external audit independence and effectiveness
• Approving audit fees and resource allocation
• Monitoring compliance with laws and regulations
• Ensuring accuracy in external reports.
• Review governance arrangements and the compliance framework, both existing and new rules
• Assess existing public narrative and investors’ expectations for future financial reporting
ofdisclosures
• Ensure that financial statements reflect the requirements of all applicable accounting standards
• Financial Reporting
• Internal Control: review and evaluate the
company’s processes, policies, controls, and
monitoring around both financial reporting
• Assessing evolving regulatory and reporting
environment
• Conduct a gap analysis to identify what controls
are in place and map responsibility for them to
ensure best practice and compliance with the
newminimum standard for audit committees
JTC ANNUAL REPORT 2023 81
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
AUDIT COMMITTEE CONTINUED
MEETINGS
During 2023, the Committee held three meetings at
times aligned to the company’s reporting cycle. Of the
four meetings held during the year, Committee meetings
usually take place ahead of Board meetings and the
Committee Chair provides an update to the Board on
the key issues discussed at each meeting. Committee
papers are provided to all Directors in advance of each
meeting, including a copy of the Committee minutes.
Meetings may be attended by senior representatives of
the External Auditor, Chief Financial Officer and Group
Head of Finance. The Chair of the Board and the Chief
Executive Officer are also invited to attend. Other
management attend when deemed appropriate by the
Committee. Time is allocated throughout the year for
private discussions with the internal audit team and the
External Auditors without other invitees being present,
as well as a private session of the Committee members.
Committee member meeting attendance during the year
is set out in the table below.
2023 MEETING ATTENDANCE
DERMOT MATHIAS
MICHAEL GRAY
ERIKA SCHRANER
KATE BEAUCHAMP
ROLE AND RESPONSIBILITIES
The Committee is part of the Group’s governance
framework and supports the Board in fulfilling its
oversight responsibilities in ensuring the integrity of the
Group’s financial reporting, internal financial controls
and overall financial risk management process, and
relationship with the company’s External Auditor. There
were no significant changes to the Committee’s role and
responsibilities during the year. The Committee’s role
and responsibilities are set out in its terms of reference,
which are available on our website at www.jtcgroup.com.
Committee meetings cover matters set out in its terms
of reference related to the reporting and audit cycle,
including: half-and full-year results; internal and external
audit work plans and reports; and regular updates from
management and the External Auditor.
ACTIVITY DURING THE YEAR
STANDING AGENDA ITEMS REVIEWED BY
THE COMMITTEE THROUGHOUT THE YEAR
• Received reports from the CFO, internal audit
function and External Auditor
• Considered tax and treasury matters, including
provisioning for uncertain tax positions and
compliance with statutory reporting obligations
• Considered legal matters, including provisioning
• Kept abreast of changes in financial reporting and
governance matters by way of updates throughout
the year
• Annual review of financial risk management and
internal controls including risk management
framework
• Received reports on internal controls and the
Group’s controls programme
• Review of the interim financial statements
• Review of the annual financial statements
• Review of the financial proposals for debt facilities
OTHER ITEMS CONSIDERED BY THE
COMMITTEE AT MEETINGS DURING
THEYEAR
• Review of the 2022 results announcement, draft
unaudited Financial Statements and
recommendation for approval by the Board
• Review of the 2022 Annual Report and Accounts,
the going concern basis of preparation and Viability
Statement, including whether the Committee could
recommend that the Board approve the 2022
Annual Report and Accounts
• PwC’s 2022 audit findings report, observations on
JTC’s internal controls for the 2022 financial year,
management representation letter and report on
the 2022 Annual Report and Accounts
• PwC’s final non-audit fees for 2022 and approval of
PwC’s 2023 audit fees
• Review of the 2023 half-year results
announcement, including the going concern basis of
preparation, and recommendation for approval by
the Board
• PwC’s half-year review report findings to 30 June
2023 and management representation letter
• PwC’s assessment of its objectivity and independence
• PwC strategy for the 2023 audit
• PwC’s interim IT control findings relating to the
2022 audit cycle and audit strategy update
• Work undertaken in respect of the 2022 internal audit
plan and monitoring the 2023 internal audit plan
• Annual review of Group Treasury policies
• Review of the Committee’s 2024 standing agenda
and terms of reference
• Results of the performance reviews of the
Committee, the internal audit function and
external audit
SIGNIFICANT AND KEY FINANCIAL
REPORTING MATTERS
The key matters reviewed and evaluated by the
Committee during the year were as follows.
The Committee is responsible for reviewing and
approving the appropriateness of the interim and annual
Financial Statements and related announcements,
including:
• Recommending that, in the Committee’s view, the
Financial Statements have complied with all
accounting standards, unless otherwise disclosed,
and provided the information necessary for
shareholders to assess the Group’s performance,
business model and strategy.
• In addition to the detailed preparation and
verification procedures in place for the 2023 Annual
Report and Financial Statements, management
continued its focus on narrative reporting and clear
written and visual messaging to communicate the
Group’s strategy
• Reviewing the appropriateness of the accounting
policies, judgements and estimates used as set out
on page 126 and concluding that the judgements
and assumptions used are reasonable
• Reviewing the Group’s policy relating to, and
disclosure of, alternative performance measures
(APMs)
AREAS OF SIGNIFICANT FINANCIAL
JUDGEMENT
The areas of significant financial judgements in relation
to the 2023 Financial Statements considered by the
Committee, together with a summary of the actions
taken, were as follows:
• Impairment of goodwill and other intangible assets
• Recognition and recoverability of ‘work in progress’
• Accounting for business combinations
• Risk management framework: resiliency, data and
technology and cyber risk
• Review of internal controls
82 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
AUDIT COMMITTEE CONTINUED
• Regulatory developments, accounting and
disclosure trends
• Management’s assessment of Company’s TCFD
disclosures
EXTERNAL AUDITOR INDEPENDENCE
ANDEFFECTIVENESS
The Committee is responsible for maintaining the
relationship with the External Auditor on behalf of the
Board. The company’s External Auditor is PwC. The
Committee considers and makes a recommendation to
the Board in relation to the appointment, reappointment
and removal of the External Auditor, taking into account
independence, effectiveness, lead audit partner rotation
and any other relevant factors, and oversees the
tendering of the external audit contract. The Committee
approves the External Auditor’s terms of engagement
and remuneration and reviews the strategy and scope
of the audit and the work plan. The Committee also
monitors the rotation of the lead audit partner every
five years in accordance with the FRC’s Ethical Standard.
The current lead audit partner, Karl Hairon, has
completed his second year as lead audit partner. During
the year, PwC’s reports to the Committee included the
following matters:
• Audit strategy, materiality and scope (and regular
updates)
• Audit findings and half-year review findings (and
any updates) including identification of any
significant risks to the audit and other key
accounting and reporting matters
• Review of going concern and the Viability
Statement
• Review of key audit judgements, including the
recoverability of WIP and impairment of goodwill
• Draft audit opinion
• Draft management representation letters
• Draft engagement letter
• Analysis of non-audit services provided
• IT and other control findings
Besides the annual evaluation of the External Auditor,
the Committee continually reviews the External
Auditor’s effectiveness through means such as the
monitoring of its progress against the agreed audit plan
and scope. PwC reports to the Committee annually with
an audit quality scorecard, providing a holistic view of,
and their investment in, audit quality and how they
measure their audit quality progress.
The Committee reviews the nature and level of non-audit
services undertaken by the External Auditor during the
year to satisfy itself that there is no impact on its
independence. The Committee is required to approve
non-audit services. The Board recognises that in certain
circumstances the nature of the service required may
make it timelier and more cost-effective to appoint an
auditor that already has a good understanding of JTC. The
total fees paid to PwC for the year ended 31 December
2023 were £1.4m, of which £0.3m related to non-audit
and audit-related work (to which PwC was appointed
principally for the above reasons). The Group’s internal
policy on non-audit fees (effective 1 January 2017) states
that, on an annual basis, non-audit fees should not exceed
70% of the Group’s external audit and audit-related
average fees in the last three years for the Group Audit
engagement work. The Board confirms that, for the year
ended 31 December 2023, non-audit fees were 21.4% of
the audit fees. Details of non-audit services provided by
the External Auditor are set out in Note 6 on page130.
The External Auditor is a key stakeholder in helping the
Committee fulfil its oversight role for the Board. The
Committee remains satisfied with the External Auditor’s
independence and effectiveness and believes PwC
remains best placed to conduct the Company’s audit for
the 2024 financial year. PwC has expressed a willingness
to continue as External Auditor of the Company.
Following a recommendation by the Committee, the
Board concluded, on the Committee’s recommendation,
that it was in the best interests of shareholders to
appoint PwC as the Company’s External Auditor for the
financial year ending 31 December 2024. Resolutions to
propose the reappointment of PwC and to authorise the
Committee to fix its remuneration will be put to
shareholders at the AGM on 21 May 2024.
GOVERNANCE
COMMITTEE PERFORMANCE REVIEW
This year, a performance review of the Committee was
conducted as part of the Board’s annual performance
review. The performance review of the Committee
utilised a bespoke questionnaire, sent to Committee
members. Matters evaluated by Committee members
included time management and composition,
Committee processes and support, and the work of the
Committee and its priorities for change. All areas
received ‘good’ or ‘excellent’ scores overall, with
reporting to the Committee scoring the highest. The
Board, having had sight of the results of the Committee’s
performance review, considers the Committee to be
operating effectively.
EXTERNAL AUDIT EVALUATION
The annual evaluation of the External Auditor was
carried out in mid 2023 and the results reported to the
Board in July 2023. The assessment of the External
Auditor was conducted using a survey circulated to the
Board, Group Executive Committees and Group Finance
Department. The survey covered the four competency
areas in the FRC’s Guidance on Audit Quality: practice
aid for Audit Committees (published in December 2019):
Judgement; Quality Control; Skills and Knowledge; and
Mindset and Culture.
Overall, The Committee remains satisfied with the
External Auditor’s independence, effectiveness, review
and challenge and believes PwC is best placed to conduct
the company’s audit for the 2024 financial year.
DERMOT MATHIAS
CHAIR OF THE AUDIT COMMITTEE
8 April 2024
JTC ANNUAL REPORT 2023 83
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
GOVERNANCE & RISK COMMITTEE REPORT
GOVERNANCE & RISK COMMITTEE REPORT
COMMITTEE’S PURPOSE
The Committee is part of the Group’s governance
framework and supports the Board in fulfilling its
oversight responsibilities in ensuring the integrity of the
Group’s corporate responsibility and sustainability,
ethics and compliance strategies, policies, programmes
and activities. Its role and responsibilities are set out in
its terms of reference, which can be found at www.
jtcgroup/investor-relations. We review our terms of
reference annually. During the year, the Committee’s
terms of reference were reviewed and considered to be
fit for purpose, in-line with best practice.
The Audit Committee has a monitoring function in
respect of risk management and internal control
systems, specifically financial controls, which also
includes the assurance framework established by
management to identify and monitor risks identified by
the Committee. The Committee liaises with the Audit
Committee and the Chair of the Governance & Risk
Committee is a member of the Audit Committee.
COMMITTEE COMPOSITION
Members of the Committee are appointed by the Board
on the recommendation of the Nomination Committee,
which reviews membership in terms of skills, knowledge,
diversity and experience. The Board is satisfied that each
member of the Committee is independent and that
Committee members collectively have competence
relevant to the company’s industry sector, business and
markets in which it operates. On joining the Committee
and during their tenure, members receive additional
training tailored to their individual requirements. Such
training includes meetings with internal management
covering governance and risk matters. All members of
the Committee receive regular briefings from senior
executives on matters covering governance, regulatory
and legislative developments, corporate responsibility,
sustainability and ethics-related matters, and JTC’s
policies in these areas. During the year, the Head of the
Group Company Secretariat acted as Secretary to
theCommittee.
The Committee members comprises all of the
independent non-executive directors. The Chief Risk
Officer, Head of internal audit and external audit lead
partner will be invited to attend and address meetings
of the Committee on a regular basis and other non-
members may be invited to attend all or part of any
meetings as and when appropriate.
This report details how the Committee has discharged
its role and responsibilities during the year in relation to
monitoring and assessing the company’s approach to
governance and risk and to responsible, sustainable,
ethical and compliant corporate conduct in accordance
with JTC’s purpose, culture and values.
The report also highlights the progress the Company
has made over the year and identifies the areas on which
the Committee will focus its efforts in 2024 to ensure
that the Group further strengthens and enhances its
policies, procedures and practices.
INTRODUCTION FROM THE
COMMITTEECHAIR
Dear shareholders
On behalf of the Board, I am pleased to present the
Governance and Risk Committee Report for the financial
year ended 31 December 2023.The Committee was
formed as a new committee in December 2022 in
recognition of JTC’s continued commitment to operating
to the highest standards of governance and risk
management and the continuing development of the
Group’s risk framework.
KEY HIGHLIGHTS IN 2023 KEY ACTIVITIES IN 2024
• Reviewed significant risk management policies and associated risk
management framework;
• Reviewed and approved the risk appetite statement
• Reviewed significant risk exposures and the steps that management has
taken to identify, measure, monitor, control and report such exposures,
including risks such as cyber, information security credit, market, liquidity,
operational (which includes fiduciary and technology risks), strategic, and
model the risks associated with incentive compensation plans;
• Evaluate risk exposure and tolerance;
• Reviewed significant issues identified by Risk and Compliance and the
Internal Audit Department with respect to the risk management and
compliance activities, together with management’s responses and
follow-up to these reports; and
• Reviewed significant examination reports and associated matters
identified by regulatory authorities relating to risk management and
compliance issues, and management’s responses.
• Oversee and make recommendations to the executives and the Board for
actions to be taken in respect of the Group’s corporate responsibility and
sustainability, ethics and compliance strategies, policies, programmes
andactivities
• Take a proactive approach in anticipating and preparing for legislative or
regulatory changes and reviewing processes to ensure compliance, including
but not limited to the updated FRC UK Corporate Governance Code
• Review our sustainability objectives and chart progress against our targets,
including overseeing the Group’s conduct with regard to its corporate and
societal obligations as a responsible global citizen on behalf of all stakeholders
• Monitor and review the processes for risk assessment as regards corporate
responsibility (including human rights and health & safety), sustainability and
compliance matters (including regulatory and quality risk assurance and
restrictive trade practices) and ethical conduct
• Continue focus on delivering the safety, quality, and compliance agenda
• Maintain responsiveness to global events impacting stakeholders, where JTC
can provide support and assistance
• Keep abreast of market access conditions and maintenance of services, given
the current political and macro economic landscapes
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
84 JTC ANNUAL REPORT 2023
2023 MEETING ATTENDANCE
DERMOT MATHIAS
MICHAEL GRAY
ERIKA SCHRANER
KATE BEAUCHAMP
The Committee was formed by the Board in December
2022. The inaugural Committee meeting was held on
6 April 2023.
The Committee is expected to meet at least three times
per year. In 2023, the Committee held three meetings.
Meetings usually take place ahead of Board meetings
and the Chair of the Committee reports formally to the
Board on the Committee’s proceedings. The CEO, CFO,
COO, CRO, Group Head of Internal Audit, General
Counsel & Company Secretary, Chief Sustainability
Officer, Global Head of Communications and Group
Head of Sustainability attend meetings by invitation.
Other senior management attend when deemed
appropriate by the Committee. All Board members are
provided with copies of Committee papers and minutes.
In addition to reviewing matters at Committee meetings,
the Committee Chair held regular meetings with our
CEO, COO, CRO and Chief Sustainability Officer, to
review progress against the strategy and to represent
the Board in supporting the efforts in these critical areas.
2023 COMMITTEE ACTIVITY
The Committee has several standing agenda items which
it considers in-line with its terms of reference:
• Reviewing the constitution, terms of reference and
performance of the Committee
• Assessment, benchmarking and recommendations
on policies, processes and procedures for corporate
responsibility, sustainability and compliance and
ethical conduct
• Overseeing the Group’s conduct with regard to its
corporate and societal obligations as a responsible
global citizen on behalf of all its stakeholders,
including reviewing the company’s statement on
Modern Slavery and Trafficking
• In conjunction with the Audit Committee,
reviewing the company’s whistle-blowing, fraud
and compliance arrangements, including the
adequacy and security for the workforce to raise
concerns, procedures for detecting fraud, systems
and controls for the prevention of bribery and
modern slavery
• Monitoring and reviewing processes for risk
assessment for corporate responsibility,
sustainability, and compliance and ethical conduct
• Agreeing targets and KPIs for corporate
responsibility, sustainability and compliance and
ethical conduct. Reviewing internal and external
reports on progress towards set targets and KPIs
• Receiving reports from management committees in
respect of corporate responsibility, sustainability,
ethics, and compliance and investigating and taking
action in relation to issues raised or reported
Specific matters which were considered by the
Committee at its meetings during the year include:
• Regulatory matters review and remediation
programmes.
RISK FRAMEWORK AND MANAGEMENT
The Committee supports the Board in fulfilling its
oversight responsibilities in ensuring the effectiveness
of the Company’s overall risk management framework
and processes and ensure corrective action is taken
where necessary.
The Committee makes recommendations to the Board
in relation to the adequacy and effectiveness of the
system of risk management and internal controls, the
Committee reviewed compliance procedures and JTC’s
overall risk framework (including the Group’s whistle-
blowing arrangements) and considered financial,
operational risk and internal control processes at Group,
Divisional and departmental levels.
There were no significant failings or weaknesses during
the year meriting disclosure in this report. As outlined
below (see Internal Controls) JTC’s ongoing controls
transformation programme in alignment with emerging
FRC guidance following the BEIS consultation has
identified certain control improvement opportunities
that management is currently undertaking.
The Committee reported to the Board in February 2024
that it considers the internal control framework to be
functioning appropriately, to enable the Board to meet
its obligations under section 4 of the Code, to maintain
sound risk management and internal control systems,
and to report to shareholders on these in the Annual
Report (see from page 55). The Committee also reviewed
the ‘three lines of defence’ framework and the Group’s
principal and emerging risks.
The Committee considers and advises the Board
concerning the appropriate risk appetite for the
Company and the principal and emerging risks that the
Company is willing to take across all major activities,
taking into account the long-term strategy of the
Company, its future plans and other internal information,
as well as the external environment, including economic,
political and industry information.
On an annual basis, the Committee carries out an
assessment of the emerging and principal risks facing
the Company (including those risks that would threaten
its business model, future performance, solvency or
liquidity and reputation) and provides advice on the
management and mitigation of those risks. For further
details refer to the Risk Report at pages 55 to 63.
INTERNAL CONTROLS
Internal control processes are implemented through
clearly defined roles and responsibilities, supported by
clear policies and procedures, delegated to the Group
Holdings Board (GHB) and senior management. JTC
operates a ‘three lines of defence’ model in monitoring
internal control systems and managing risk. For further
details refer to the Risk Report at pages 55 to 63.
INFORMATION SECURITY
In 2023 the Board attended six ‘deep dive’ presentations
which included a dedicated session with the Chief
Information Officer who updated the Board on the
evolution and implementation of JTC’s IS and cyber
security strategy, policies and standards. The Committee
continuously reviews the effectiveness of the Company’s
overall IS strategy, systems and processes and ensures
corrective action is taken where necessary.
INTERNAL AUDIT
The Committee continuously reviews the quality and
effectiveness of the Group’s internal audit processes.
The Committee works with the Chief Risk Officer and
Head of Internal Audit to further develop and implement
JTC’s internal audit strategy, policies and standards.
JTC ANNUAL REPORT 2023 85
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
GOVERNANCE & RISK COMMITTEE REPORT CONTINUED
SUSTAINABILITY AND ESG
An integral part of the work of the Committee is to
oversee and advise the board on the Company’s
strategies, goals and commitments related to
sustainability and ESG to promote the long-term
sustainable success of the Company and Group,
generating value for shareholders, our stakeholders and
contributing to wider society.
2023 saw further development of our sustainability and
ESG agenda. The Sustainability Report (pages 35 to 54)
provides an overview of our approach to incorporating
non-financial ESG factors as part of the Committee’s
analysis process to identify material risks and growth
opportunities. We believe that effective governance and
risk management practices are essential for ensuring the
long-term success of our business, and we remain
committed to upholding the highest standards in these
areas. For further details refer to the Sustainability
Report at pages 35 to 54.
COMMITTEE PERFORMANCE REVIEW
In 2023, a performance review of the Committee was
conducted as part of the Board’s internal performance
review. The performance review of the Committee utilised
a bespoke questionnaire, sent to Committee members.
The 2023 performance review focused on the Committee’s
time management and composition, processes and
support, work carried out and its priorities for change.
Positive feedback was received in all areas. Meetings were
managed well in line with the annual cycle of work.
Committee meeting reports and papers were rated highly
by Committee members. The Board, having had sight of
the results of the Committee’s evaluation, considers the
Committee to be operating effectively.
SHAREHOLDER ENGAGEMENT
JTC is committed to having regular and constructive
engagement directly with its shareholders to allow and
encourage shareholders to express their views on
governance matters directly to the Board of Directors
outside of the annual meeting. The Board will annually
communicate information about the Board of Directors
and individual directors, the Company’s corporate
governance and executive compensation practices
through the Directors’ Remuneration Report.
The Board of Directors encourages shareholder
participation at the Company’s annual shareholder
meetings as well as through informal meetings
throughout the year as necessary. Each Director will
attend the Annual General Meeting, absent a compelling
reason. At each Annual Meeting, the Chairs of each
Board Committee will be available to respond to
shareholder questions. The Board of Directors
encourages shareholders to attend the Company’s
Annual General Meeting as it provides a valuable
opportunity to discuss the Company, its corporate
governance and other important matters.
Our website also provides extensive information about
the Board of Directors, its mandate, the Board
Committees and their mandates, and our directors and
can be found at jtcgroup.com/investor-relations.
Finally, I would like to take the opportunity to express
the Board’s appreciation to management and all
employees for their continued support of JTC’s
governance and risk practices. The Committee looks
forward to building on the Group’s proven track record
of strong risk management and compliance and
supporting the ongoing efforts to further strengthen
JTC’s governance and risk management practices in the
years to come.
By order of the Board
KATE BEAUCHAMP,
COMMITTEE CHAIR
8 April 2024
86 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT
REMUNERATION REPORT
COMMITTEE MEMBERS
MICHAEL GRAY
Committee Chair, Independent
Non‑ExecutiveDirector
MIKE LISTON
Non‑Executive Board Chair
DERMOT MATHIAS
Audit Committee Chair, Senior Independent
Non‑Executive Director
DR. ERIKA SCHRANER
Nomination Committee Chair, Independent
Non‑Executive Director
KATE BEAUCHAMP
Governance and Risk Committee Chair, Independent
Non‑Executive Director
2023 REMUNERATION
COMMITTEE ACTIVITY
FEBRUARY – COMMITTEE MEETING
• Salary increases for 2023
• 2022 Outcomes
• 2023 Annual Bonus
• 2023 PSP
MAY – AGM
• Directors’ Report on Remuneration approved by Shareholders
SEPTEMBER – COMMITTEE MEETING
• Chair’s Remuneration review
• Directors’ Remuneration Policy review and shareholder consultation
NOVEMBER – COMMITTEE MEETING
• Update on Directors’ and Senior Managers’ Remuneration review
• Update on Review of feedback from shareholder outreach in response
totheproposednew Remuneration Policy
MEMBERSHIP OF THE COMMITTEE
All Committee members are independent Non‑
Executive Directors, as defined under the Code. Full
biographies of the Committee members can be found
on pages 69 to 70. 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.
KEY ACTIVITIES IN THE YEAR AHEAD COMMITTEE MEETINGS IN 2023
• Implement the Directors’ Remuneration Policy in respect of incentives for 2024
(bothannual bonus and PSP).
• Monitor reward performance and include measures specific to risk in the Company’s
incentivestructure.
The Committee met formally 3 times in person during
the year. Attendance by the Committee members at
these meetings is shown below:
MICHAEL GRAY (CHAIR)
MIKE LISTON
DERMOT MATHIAS
ERIKA SCHRANER
KATE BEAUCHAMP
MICHAEL GRAY,
REMUNERATION COMMITTEE CHAIR
JTC ANNUAL REPORT 2023 87
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
INTRODUCTION FROM THE
COMMITTEECHAIR
Dear shareholder,
On behalf of the Board, I am pleased to present the
Directors’ Remuneration Report for 2023. We also
present our proposed Remuneration Policy (Policy)
forwhich, in line with regulations, we are seeking
shareholder support and approval at the 2024 AGM.
Asummary of the proposed changes to the approved
Remuneration Policy is set out below and detailed
further in this document.
In line with the reporting requirements, the report is
split into three sections:
1. This introduction;
2. The proposed Directors’ Remuneration Policy
(forapproval by shareholders at the 2024 AGM); and
3. The Directors’ Remuneration Report
PERFORMANCE AND REMUNERATION
OUTCOMES IN 2023
Management, under the leadership of the CEO, has
delivered an exceptional and consistent performance for
the business since 2018 when JTC listed on the London
Stock Exchange, producing outstanding results in a
challenging environment. 2023 was a year during which
the growth objective set for the Galaxy era to double
the size of the business was achieved two years ahead
of plan. JTC’s success is testament to the clarity of its
strategy and the strength of its distinctive Shared
Ownership culture. Every permanent employee is an
owner, and as owners they are empowered to raise the
bar year after year by improving the business in new and
innovative ways. I am delighted that the remuneration
outcomes for 2023 reflect both the exemplary
performance of the business and the significant
contribution made by the Executive Directors during
theyear.
Under the existing Remuneration Policy, each Executive
Director is eligible for a maximum annual bonus
opportunity of 100% of salary with performance
assessed based on a balanced scorecard of financial and
non‑financial measures that support the Group strategy.
2023 bonus outturns based on performance ranged
between 75% and 83% of salary for the Executive
Directors and amounts in excess of 50% of salary will
be deferred into shares subject to a further vesting
period of 2 years to reinforce alignment of payouts with
the experience of our long‑term shareholders.
Vesting of the 2021 PSP awards for the Executive
Directors depended on the achievement of stretching
targets against two metrics: relative TSR and EPS. JTC’s
TSR was at the 88th percentile against the FTSE 250
Index (excluding Real Estate and Investment Trusts)
comparator group for this award; as a result the TSR
element vested at 100%. JTC achieved an underlying
EPS of 37.23p within the three year period, as a result of
which 97.3% of this element vested. Therefore, the
2021PSP award vested at 98.65% of maximum for all
Executive Directors.
During the year the Committee also received updates
on the employee benefits review and all employee and
Senior Managers remuneration related policies in order
to provide the context for, and to ensure alignment with,
the Policy on Executive Director remuneration.
Fuller details of the 2023 outcomes are provided in the
‘at a glance table’ on page 98.
REMUNERATION POLICY
JTC is a dynamic, ambitious organisation that is
continuously improving, and it is my responsibility, and
that of the Remuneration Committee, to ensure that the
remuneration framework recognises, rewards, and
incentivises the excellence to which we all aspire.
We reported in our 2022 Remuneration Report that the
Remuneration Committee accelerated the review of the
Remuneration Policy ahead of its third anniversary to
better align the Remuneration Policy cycle with the
business’ strategy planning cycle, the Cosmos Era (2024
– 2027). JTC has quadrupled in size since listing in 2018,
and its consistent track record of outperformance has
led to the completion of its Galaxy era at the end of
2023, two years earlier than planned. Looking ahead,
JTC has ambitious plans to once again double in size by
the end of the Cosmos Era in 2027. This commitment
highlights a strategic need to ensure that JTC’s
remuneration arrangements reflect the scale and
complexity of the organisation it is today so that
thepeople who are delivering against the strategic
imperatives are commensurately recognised and
incentivised to overachieve year after year.
Following the last AGM, considerable time was spent in
2023 reviewing the current Policy, including the
remuneration structure, performance measures,
andremuneration opportunities. This review was
completed in the context of market and governance best
practices. The Committee also consulted with our
largest shareholders obtaining a coverage of c.60% of
our issued share capital.
88 JTC ANNUAL REPORT 2023
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REMUNERATION REPORT CONTINUED
Following this review and the feedback received,
theCommittee concluded that the overall structure of
the remuneration framework, including the performance
measures applied for the annual bonus and the PSP
awards, remains relevant and appropriate. However, in
a market environment characterised by economic
uncertainties and a shortage of talent, we want to
continue to make JTC a place where the best and the
brightest come and stay to build their careers. This
means maintaining a fair and inclusive culture, where
progress is based on merit and pay is used tofairly
recognise and incentivise exceptional performance.
Remuneration levels should therefore beset at levels
which are competitive within the financial services
industry (excluding Banks) in whichwe operate, and fair
compared to other seniormanagement roles within the
Company, taking account of internal relativities. These
principles are reflected in the limited changes that the
Committee isproposing for the Remuneration Policy
which are summarised below.
Annual bonus Increase maximum bonus opportunity from 100% to 150%, aligned to median levels for
FTSE 250 companies.
Annual bonus
deferral
Aligned with the proposed increase in the maximum bonus opportunity, for Executive
Directors, 33% of any bonus earned will be deferred into shares for 2 years, consistent
withmarket practice.
LTIP (PSP) Increase maximum PSP opportunity from 150% to 200% of salary for the CEO and 175%
ofsalary for the CFO and COO, aligned to FTSE 250 norms. No proposed changes to the
existing exceptional maximum of 250% of salary.
The Committee is cognisant of the need to ensure that the level of stretch built into
performance targets takes into account the higher incentive opportunity.
Shareholding
requirements
Aligned with the increase of LTIP opportunity, we propose to increase in‑post shareholding
guidelines from 150% of salary to 200% of salary for the CEO and 175% of salary for other
Executive Directors. Shareholding requirements to be maintained for two years post‑
cessation of employment.
There are no structural changes proposed for the Non‑Executive Director Remuneration Policy.
Reflecting on the existing incentive framework, it was
agreed that the annual bonus and PSP continue to
effectively align pay and strategy. As a result,
nostructural changes are proposed for 2024.
Performance under the annual bonus will continue to
be measured based on a balanced scorecard comprising
financial and non‑financial measures aligned to the
annual priorities of JTC’s Cosmos Era business plan. The
2024 PSP will maintain the financial measures previously
applied, being 50% Total Shareholder Return relative to
the FTSE 250 Index (excluding Real Estate and
Investment Trusts) and 50% EPS which reinforce JTC’s
focus on profitability as well as alignment with long‑
term value for shareholders and the business. The
maximum opportunity for the annual bonus and the PSP
will be adjusted in line with the proposed Policy and is
subject to shareholder approval at the AGM.
As part of the review of the performance measures used
for JTC’s incentive plans, the Committee spent
considerable time discussing the current ESG measures
in the annual bonus, and the appropriateness of
increasing the weighting of incentives linked to JTC’s
ESG performance (from 10% tied to the annual bonus).
We take our ESG responsibility very seriously, and the
Committee is confident that this commitment is
embedded within the behaviours of our Executive
Directors, as well as our global operations. As further
detailed on pages 35 to 54, our sustainability
commitments sit at the heart of our business operations
and inform day‑to‑day decisions at all levels and across
all departments. Therefore, on balance, the Committee
determined that the current weighting of ESG in JTC’s
incentives remain appropriate and will keep this under
review as JTC’s sustainability strategy evolves over time.
Details of JTC’s proposed Remuneration Policy may
be found on pages 91 to 94.
The Board and the Remuneration Committee are
satisfied that the proposed Remuneration Policy
provides support to the Group’s overall pay for
performance philosophy, incentivises continued
excellence, and provides sufficient flexibility to future
proof JTC for growth now and over the long‑term. Itisin
line and consistent with the applicable regulatory
provisions, comments received from and the
expectations of 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 21st May 2024 and, if
approved, shall remain valid for the three financial years
following that in which it was approved, i.e. until21st
May 2027.
PAY ARRANGEMENTS FOR 2024
The Committee carefully considered the Executive
Director salary review, particularly in the context of the
decisions for the wider workforce pay arrangements,
and approved a salary increase of 6.4% aligned with the
wider workforce. The approved increase is lower than
the Jersey cost of living increase which was reported as
7.5%. Salary adjustments were considered in the context
of the individual contributions of the Executive Directors,
JTC’s growth and shareholder returns, affordability,
remuneration levels across the business (Including at the
management and executive levels), as well as increases
for the wider workforce.
JTC ANNUAL REPORT 2023 89
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
WHO SUPPORTS THE COMMITTEE?
The Committee received remuneration advice from Mercer Limited (Mercer), its independent external remuneration
adviser. 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). Mercer does not provide other services to the Group and is considered
to be independent by the Committee. Fees paid to Mercer totalled £94,797 (excluding expenses and VAT) for the
2023 financial year in its capacity as advisers to the Committee.
AGM SHAREHOLDER VOTING
RESOLUTION
VOTES
FOR
VOTES
AGAINST
VOTES
WITHHELD
Approve Directors’ Remuneration Report (2023 AGM) 118,631,534 6,575,797 Nil
94.75% 5.25%
Approve Remuneration Policy (2022 AGM) 122,812,080 5,366,206 4,171
95.81% 4.19%
As per the guidance from the Investment Association
and the expectation of our major shareholders, pension
contributions for the Executive Directors will remain
aligned with the average workforce entitlement.
For2024, the average pension contribution will be 7%
(in Jersey and UK).
Alongside the Executive Director reviews, the Policy for
Board and Non‑Executive Director fees was reviewed by
the Board in consultation with Mercer Limited, its
independent Remuneration advisor, to ensure it remains
appropriate, reflecting the significant increase in
responsibilities and FTSE 250 market practice. JTC has
approved limited changes to the level of fees for 2024
to ensure that they are commensurate with the
contributions of the NEDs in the context of market
norms. 2024 implementation details are further
described from page 110.
In closing, I would like to thank our shareholders for their
continued support and engagement during the year.
Ihope you will join the Board in supporting our
Remuneration Policy and Annual Report on
Remuneration at the AGM on 21 May 2024.
MICHAEL GRAY
REMUNERATION COMMITTEE CHAIR
8 April 2024
“Cementing the correlation
between remuneration and
performance, the Committee
is committed to setting
ambitious targets that drive
growth. We firmly believe
in the incentivising power of
rewards, affirming that stellar
individual contributions to JTC’s
advancement are duly met with
deserved recognition.”
90
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STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
INTRODUCTION
This section sets out proposed changes to JTC’s
Remuneration Policy for Executive and Non‑Executive
Directors for approval at the 2024 AGM. The Policy was
last approved by shareholders at the 2022 AGM.
As disclosed in our 2022 Remuneration Report, the
Remuneration Committee has accelerated the review
of the Policy ahead of its third anniversary to better align
JTC’s Remuneration Policy cycle with the strategy
planning cycle. With the completion of the Galaxy era
at the end of 2023, which was two years earlier than
planned, the Policy was reviewed over thecourse of
2023 to ensure that it remains fit for purpose to support
the growth ambitions of the Cosmos era (2024 – 2027),
JTC’s new strategy cycle.
In reviewing the Policy, the Committee has been mindful
of the hugely important role that our Executive Team
– and especially the Executive Directors – play 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. JTC
has quadrupled in size since the IPO in March 2018, as
reflected in JTC’s ascension to the FTSE 250 in November
2020 less than three years later. The Company has since
doubled in size and is on track to double in size againby
the end of the Cosmos era.
DIRECTORS’
REMUNERATION POLICY
In this context, a significant proportion of the
Committee’s time in 2023 was spent on accelerating the
review of the Policy that was last approved by
shareholders at the 2022 AGM with support from
Mercer. The review was guided by a number of
overarching objectives:
• Remuneration should be fair, competitive, and
strongly performance‑based
• Exceptional performance should be appropriately
rewarded
• The remuneration framework should help JTC retain
and attract critical senior talent and should
appropriately reflect market and best practice
• Remuneration outcomes should be aligned with the
overall shareholder experience and with the best
practice expectations of investors.
The Committee is proposing limited changes and intends
to retain the overall structure of the remuneration
framework. The proposed changes for Executive
Directors, outlined below, are intended to ensure
alignment of remuneration levels within the financial
services industry (excluding Banks) in which we operate
and to ensure that pay arrangements are appropriate
compared to other senior management roles within the
Company, taking account of internal relativities.
Importantly, the proposed changes are underpinned by
a desire to future proof JTC for growth now, and over
the long‑term. This new Remuneration Policy will be
subject to a binding shareholder vote at the 2024 AGM
and, subject to shareholder approval, will become
effective from the date of the AGM and remain in effect
for three years.
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 Policy 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 Policy on remuneration is approved by Shareholders,
the Committee may only authorise payments to
Directors that are consistent with the Policy as approved
by shareholders. 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 executives
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 overall approach taken to reward is consistent
across the company but with senior executives
generally having higher levels of variable pay in
linewith their responsibilities and external
marketnorms
• The approach is simple to communicate to
participants and shareholders
Particular account has been taken of remuneration
practices and levels within FTSE 250 companies, and
other comparable organisations within the financial
services industry (excluding Banks).
JTC ANNUAL REPORT 2023 91
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
ELEMENT OF
REMUNERATION
PURPOSE AND LINK TO
COMPANYSTRATEGY OPERATION MAXIMUM OPPORTUNITY PERFORMANCE METRICS WHAT HAS CHANGED
SALARY PROVIDES A COMPETITIVE
LEVEL OF REMUNERATION
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
• Affordability
• Salary relative to other staff
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 No material change
BENEFITS PROVIDES MARKET-TYPICAL
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
including any new benefits that may be
introduced in thefuture.
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 No material change
92 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
ELEMENT OF
REMUNERATION
PURPOSE AND LINK TO
COMPANYSTRATEGY OPERATION MAXIMUM OPPORTUNITY PERFORMANCE METRICS WHAT HAS CHANGED
PENSIONS 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 are aligned
with the average percentage contribution
or entitlement available to staff in the
relevant market (7% in Jersey and UK
from 1 January 2024).
The Committee reserves the right to
review this contribution in the event
thatthe average workforce rate
changesin the future.
n/a No material change
ANNUAL
BONUS
VARIABLE REMUNERATION
THAT REWARDS THE
ACHIEVEMENT OF ANNUAL
FINANCIAL, OPERATIONAL
ANDINDIVIDUAL
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 as described
on page 95.
Maximum opportunity of 150% of
annual basesalary.
33% of any bonus earned will be deferred
intoshares (in the Deferred Bonus Share
Plan “DBSP”) for two years.
Awards are based on financial,
operational and individual goals
set at the start of the year. The
Committee reserves the right to
adjust the amount paid 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.
Increase bonus opportunity to
150%of salary from 100% for
Executive Directors.
DEFERRED
BONUS SHARE
PLAN (“DBSP”)
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 OFSHAREHOLDERS.
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 as described on page 95.
For Executive Directors, 33% of any
annual bonus earned will be deferred
inshares for twoyears.
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.
33% of any bonus earned
willbe deferred for a total of
2years. Previously any bonus
inexcess of 50% of salary
isdeferred for 3years.
JTC ANNUAL REPORT 2023 93
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
ELEMENT OF
REMUNERATION
PURPOSE AND LINK TO
COMPANYSTRATEGY OPERATION MAXIMUM OPPORTUNITY PERFORMANCE METRICS WHAT HAS CHANGED
PERFORMANCE
SHARE PLAN
(“PSP”)
SHARE-BASED 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. If applicable,
accrued dividends would normally be
paid in 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 as described on page 95.
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 200% of their
annual base salary for the CEO and
175%for other executive directors,
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.
Increase the target PSP grant
size to 200% salary (CEO) and
175% salary (other Executive
Directors). Exceptional
maximum will remain
unchanged at 250% of salary.
Previously the Maximum
opportunity was 150% of salary
for all Executive Directors.
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 holding of shares
inthe Group.
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 for a period of 2 years.
200% of annual base salary for the CEO
and 175% of annual base salary for other
Executive Directors.
n/a Increase of in‑post shareholding
guideline from 150% to 200%
of salary for CEO and 175%
ofsalary for other Executive
Directors, to be maintained
fortwo years post‑cessation
ofemployment. This increase
isaligned to the increase
inLTIPopportunity for
Executive Directors.
94 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
£3,000
£2,750
£2,500
£2,250
£2,000
£1,750
£1,500
£1,250
£1,000
£750
£500
£250
£0
Thousands
Minimum
Base salary Bonus PSPPension contribution
Target Maximum
CEO CFO COO
Maximum
+50%
SPA
Minimum Target Maximum Maximum
+50%
SPA
Minimum Target Maximum Maximum
+50%
SPA
REMUNERATION REPORT CONTINUED
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 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.
PERFORMANCE MEASURES AND
TARGETSETTING
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. 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 currently measured against relative TSR and
EPS reflecting the need to drive profitability as well as
alignment with long‑term value for shareholders and
the business.
EPS 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.
JTC ANNUAL REPORT 2023 95
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
The charts overleaf are based on the following assumptions for arrangements reflecting the proposed Policy:
SCENARIO DETAILS
Minimum Fixed remuneration only, i.e., base salary and pension contribution:
CEO: £523,889 and 7% pension contribution effective 1 January 2024
CFO: £375,060 and 7% pension contribution effective1 January 2024
COO: £290,738 and 7% pension contribution effective 1 January 2024
Target Fixed remuneration as above, plus target bonus (50% of maximum) and threshold PSP
vesting (25% of maximum):
Bonus: 75% of salary for all Executive Directors
PSP: 50% of salary for the CEO and 43.75% of salary for the CFO and COO
Maximum Fixed remuneration as above, plus maximum bonus and full vesting of the PSP award:
Bonus: 150% of salary for all Executive Directors
PSP: 200% of salary for the CEO and 175% of salary for the CFO and COO
Maximum + 50%
SPA (Share Price
Appreciation)
As above, plus 50% share price growth over the vesting period for the PSP award.
REMUNERATION POLICY FOR
OTHEREMPLOYEES
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 share plans (as
described at pages 93 and 94) 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 Executive Director
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
isrequired to recruit a new hire, approval would be
sought at the AGM.
The Remuneration Committee recognises that it may
be necessary in exceptional 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.
For internal promotions to the Board, incentive and
other awards made prior to an individual’s promotion
may continue in force based on their existing terms
andprovisions.
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 at the normal vesting date, 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 6 months’ notice
and the individual giving 6 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.
96 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
REMUNERATION FOR NON-EXECUTIVE DIRECTORS
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 comparable companies. The structure of the fees is listed below in the table and the 2024 fees are outlined on page 109.
ELEMENT OF REMUNERATION PURPOSE AND LINK TO COMPANY STRATEGY OPERATION MAXIMUM OPPORTUNITY
BOARD 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 Chair and the Executive Directors.
The fee paid to the Board 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
Committee, Nomination Committee, Remuneration
Committee, and Governance and Risk Committee.
Non‑Executive Directors may receive additional fees
intheevent that they are required to take on
additionalresponsibilities.
The Company may reimburse the Board Chair and
Non‑Executive Directors for reasonable expenses in
performing their duties.
The Board 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. Levels
arereviewed periodically and any increases will take into
account the general increases for salaried employees within
the Company.
The maximum aggregate fees for the Non‑Executive
Directors’ fees, including the Board Chair’s fee is
£120,000p.a. as set out in our Articles of Association.
APPROVAL
This report in its entirety has been approved by the Committee and the Board of Directors and signed on its behalf by:
MICHAEL GRAY
CHAIR OF THE REMUNERATION COMMITTEE
8 APRIL 2024
JTC ANNUAL REPORT 2023 97
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
2023 SINGLE FIGURE REMUNERATION
BASE S ALARY BENEFITS PENSION ANNUAL B ONUS
2023 Annual bonus award (further details on page 99)
Nigel Le Quesne
Martin Fotheringham
Wendy Holley
0 £300 £600 £900 £1,200
£1,500
Thousands
Base salary Pension Annual bonusBenefits
PSP
FINANCIAL METRICS:
The above charts are based on the following assumptions:
Actual
Max
Target
Threshold
33.4%
38.0%
35.0%
33.0%
EBITDA MARGIN
Actual
Max
Target
Threshold
106.0%
90.0%
87.5%
85.0%
CASH CONVERSION
Actual
Max
Target
Threshold
19.9%
10.0%
9.0%
8.0%
GROUP NET ORGANIC GROWTH
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 101.
2023 PERFORMANCE AT A GLANCE
& REMUNERATIONOUTCOMES
The above charts are based on the following assumptions:
MAX.
OPPORTUNITY
% OF SALARY
OUTTURN
(% OF SALARY)
OUTTURN
1
£
AMOUNT
SUBJECT TO
DEFERRAL
1,2
£
Nigel Le Quesne 100% 83% 409 162
Martin Fotheringham 100% 83% 293 116
Wendy Holley 100% 75% 205 68
1 Figures are shown to the nearest thousands.
2 The Remuneration Policy states that any bonus earnt in excess of 50% of salary is deferred into shares on a net of tax basis
for3years.
PSP (further details on page 103)
The 2021 PSP award was subject to performance conditions for a period ending on 31 December 2023. Final
vesting of the TSR and EPS are shown below:
100%
80%
60%
40%
20%
0%
TSR
0% 20% 40% 60% 80% 100%
TSR threshold performance begins at median ranking
against the FTSE 250 (excluding real estate and
investment trusts) with 25% of the element vesting
rising to full vesting for upper quartile performance.
JTC at 31 December 2023 ranked 88th percentile and
therefore the TSR element has fully vested.
Actual
Maximum
Threshold
37.2%
37.5%
30.0%
EPS
EPS threshold performance begins at 30p with 25%
of the element vesting rising to full vesting for 37.5p.
JTC at 31 December 2023 achieved an EPS of 37.23p
and therefore 97.3% of the EPS element of the
awardvests.
98 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
The Annual Report on Remuneration and the Annual Statement will be put to a Shareholder vote at the AGM on 21 May 2024.
SINGLE TOTAL FIGURE OF REMUNERATION FOR EXECUTIVEDIRECTORS (UNAUDITED)
The table below sets out the total remuneration payable to each Executive Director for the years ended 31 December 2023 and 31 December 2022.
SINGLE TOTAL FIGURE OF REMUNERATION
1
BASE SALARY
2
BENEFITS
3
PENSION
4
ANNUAL BONUS
5
PSP
6
OTHER TOTAL TOTAL FIXED TOTAL VARIABLE
Nigel Le Quesne 2023 492 3 25 409 798 n/a 1,727 520 1,207
2022 448 3 45 179 746 n/a 1,421 495 925
Martin Fotheringham 2023 353 3 18 293 582 n/a 1,248 373 874
2022 326 3 33 108 544 n/a 1,013 362 651
Wendy Holley 2023 273 2 14 205 443 n/a 938 289 648
2022 249 3 12 62 102 n/a 428 264 164
1 Figures are shown to the nearest thousands throughout the single figure table.
2 Base Salaries were increased effective 1 January for each applicable year. For 2022, the figures represent the increased salaries as disclosed in the 2022 remuneration report.
3 Benefits provided to Executive Directors include healthcare and annual professional subscriptions (illustrated to the closest thousand).
4 Executives receive contributions to the Group Occupational Retirement Plan which is a defined contribution plan. Contributions reflected in the table are actual pension contributions of 5% in 2023 aligned to the then workforce average.
5 Under the Remuneration Policy, each Executive Director is eligible for a maximum annual bonus opportunity of 100% of salary, with any bonus earnt in excess of 50% of salary deferred into shares that are subject to a holding period of 3 years. 2023 annual bonus
awards were determined in accordance with this policy limit and deferral requirement. In 2022, the Executive Directors voluntarily elected to cap their 2022 annual bonus opportunity to 50% of salary to promote alignment with the wider workforce and to provide
additional funding for the bonus pool to the rest of employees.
6 Estimated value of 2021 PSP award at £8.1367 per share being the average of the closing mid-market share price in the 3 day period ending 31 December 2023. 2020 PSP values have been restated to reflect actual vesting of awards based on a vesting share price of
748p. The share price on the date of grant was 421p, therefore £326,220, £237,676 and £44,662 of the CEO, CFO and COO’s 2020 PSP 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.
2023 ANNUAL BONUS (UNAUDITED)
The table below summarises the annual bonus framework we applied for 2023 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 FINANCIAL MEASURES STRATEGIC MEASURES
UNDERLYING EPS STRATEGIC EXECUTION AND GROWTH CASH CONVERSION ESG, PEOPLE AND CULTURE
GROUP NET ORGANIC GROWTH INVESTOR RELATIONS EFFICIENT CAPITAL ALLOCATION
EBITDA MARGIN RISK AND COMPLIANCE COMMERCIAL & OPERATIONAL EFFICIENCY IMPROVEMENTS
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.
During 2023 JTC delivered their Galaxy era business plan, which resulted in a quadrupling of the size of the Group since listing in 2018. Each Executive Director was eligible for a maximum annual bonus opportunity of 100% ofsalary.
ANNUAL REPORT ON REMUNERATION
JTC ANNUAL REPORT 2023 99
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
The Committee conducted a comprehensive review of performance achieved for each of the financial and non‑financial measures. Overall, it was concluded that 2023 was a very successful year due to completing the Galaxy era
two years ahead of schedule, marked by strong performance financially and execution against four categories (namely Strategic Execution and Growth; Investor Relations; Risk and Compliance; and ESG, People, and Culture).
BONUS SCORECARD – FINANCIAL MEASURES
The table below sets out performance against the financial targets under the annual bonus scorecard which comprise a weighting of 50% for the COO and 60% for the CEO and CFO 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 2023 PERFORMANCE
UNDERLYING EPS PERFORMANCE
VERSUSFINANCIAL CONSENSUS
Lower quartile of average
consensus range
Median of average
consensus range
Upper quartile of average
consensus range
Adjusted underlying EPS of 37.23p, achieving above target performance.
GROUP NET ORGANIC GROWTH 8% 9% 10% Achieved Group net organic growth of 19.9%, exceeding maximum
performanceexpectations
EBITDA MARGIN 33% 35% 38% Achieved overall EBITDA margin of 33.4%, achieving threshold performance
CASH CONVERSION
(INLINEWITHGUIDANCE)
85% 87.5% 90% 106% cash conversion, exceeding maximum performance expectations
EFFICIENT CAPITAL ALLOCATION ROIC / WACC < 1.25 ROIC / WACC ≥ 1.25 ROIC / WACC >=1.5 ROIC / WACC of 1.56, exceeding maximum performance expectations
COMMERCIAL & OPERATIONAL
EFFICIENCY IMPROVEMENTS
Demonstrate sound strategic and commercial judgement in the acquisition selection
process and effect swift integration strategies with demonstrable attention to
individual workstream delivery and minimal impact to Business as Usual
Progress made integrating South Dakota Trust Company in 2023, our largest
acquisition by purchase price, which will significantly strengthen and scale JTC’s
US platform.
In the process of acquiring Blackheath having received FCA approval. This will
enhance JTC’s service offering and bolster its presence in the important UK
alternative asset management market. This has culminated in five new business
opportunities with a total annual value of £500k.
In line with our regional growth strategy, continued to expand our reach in
Europe with a new office in Austria where it is set to generate £300k in revenue.
Demonstrate revenue uplifts / cross sales which supports organic growth Continued to create opportunities for new revenue streams, which accounted
for£6.5m in 2023.
Demonstrate technology enabled solutions effecting commercial improvements JTC has implemented over 5 new strategic technology solutions and related
improvements to streamline global regulatory reporting, client due diligence,
andclient enquiry management, as well as to drive collaboration, efficiencies,
and cost savings across the Company. These efforts, which are ongoing,
arecritical to establishing a globally consistent and integrated technology
platform for JTC to support its growth in the Cosmos era.
100 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
BONUS SCORECARD – NON-FINANCIAL MEASURES
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 2023 GROUP OBJECTIVES
STRATEGIC EXECUTION
AND GROWTH
JTC has quadrupled in size since listing in 2018, and its consistent track record of outperformance has led to the completion of its Galaxy era at the end of 2023, two years earlier
than planned.
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 6.20% and 0.8% for the ICS and PCS divisions, respectively, when compared to 2022. This resulted in an overall improvement
of3.5% across both divisions, excluding new acquisitions. Particular growth was seen in Cayman and Jersey. The acquisition of the South Dakota Trust Company and the expansion
ofthe existing business has notably fortified JTC’s position in the U.S.
JTC has implemented a number of technological platforms to accelerate growth and enhance JTC’s service offerings across all lines of business to further position the Company
forcontinued growth in the Cosmos era.
Successful implementation of an organisation‑wide operations and governance framework has significantly increased process visibility, facilitating consistent handling of project
delivery and operational changes which highlights JTC’s commitment for process improvements.
INVESTOR RELATIONS
JTC continued to establish deep relationships with institutional investors and other relevant capital markets participants, reinforce JTC’s strategic vision and long‑term investment
case, as well as to promote an active and constructive dialogue about the business.
During 2023, JTC retained all of its top 20 shareholders and expanded the geographic diversity of their register most notably with significant new investors from Europe and the U.S.,
which is a reflection of JTC’s success and growth across these regions. New analyst coverage was initiated in 2023, which is a further reflection of JTC’s reputation and the strong
relationships it has established with the investment community.
JTC continued to strengthen the quality of its financial reporting, including through the achievement of 100% compliance with all mandatory disclosure requirements, to provide
stakeholders with clear, accurate, and informed communication. JTC has received “Brand of the Year” award from CityWealth, which is clear recognition of JTC’s leading brand
positioning in the private client market.
RISK AND COMPLIANCE
There were no material risk events or losses during 2023 despite a marked increase in the external risk environment predominantly related to geopolitical conflict, regulatory
andtechnological changes, and increased volumes of cybercrime. This is reflective of the robust risk management protocols that are in place to mitigate material adverse risks
(including commercial, regulatory, legal, reputation, and operational) so that they are appropriately identified and managed.
The Risk Escalation Policy, which includes improved reporting metrics to assist with the ongoing management of escalated risks, is firmly embedded across the organisation
andisthecornerstone of JTC’s open and strong cultural approach to risk management.
Building on the important foundational progress made in 2022, JTC evolved its globally integrated risk management framework through the implementation of a new strategic
platform that bolsters risk management accountability, transparency, and effectiveness across the business, and by expanding its Internal Audit capabilities to ensure that it is well
positioned for evolving stakeholder needs.
JTC has continued to build upon strong regulatory relationships in all jurisdictions and received positive outcomes from routine regulatory inspections – a strong foundation and
performance in light of the increased regulatory changes across the industry during 2023. Additionally, proactive relationship management helped maintain strong working
relationships with stakeholder groups ensured more measured regulatory amendments in key markets.
JTC ANNUAL REPORT 2023 101
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
NON-FINANCIAL METRICS 2023 GROUP OBJECTIVES
ESG, PEOPLE AND CULTURE
During the year, JTC also continued to demonstrate its commitment to transparent ESG reporting by aligning ESG‑related disclosures with the SASB standard and TCFD. JTC
maintained its Carbon Neutral+ status, pledged to become Net Zero by 2030 by adopting the Science Based Targets Initiative framework, convened monthly sustainability forums
toengage with key stakeholders and made a second voluntary submission to participate in the Carbon Disclosure Project to further demonstrate its commitment to ESG leadership.
JTC continued to embed its ESG framework across the business, including increasing engagement with key ESG ratings agencies. ESG Services was rebranded to Sustainability Services
to better align with key target markets and win new business in the European corporate market. JTC conducted a second annual global employee survey to collect feedback on JTC’s
Shared Ownership culture, workplace, strategy, and culture of recognition. The overall scores, including response rates, understanding of JTC’s future growth plans, and Net Promoter
Scores improved.
Completed the second phase of a comprehensive talent profiling and succession planning exercise across the organisation (Project Talisman), a key priority of the Galaxy era,
aswellas a global review of compensation and benefits to enable better and more targeted ways to address talent risks in response to a hyper competitive talent market.
Among other initiatives, established the Employee Voice Forum, completed the second annual global employee survey, and improved focus on wellbeing initiatives to enhance
employee engagement.
Employee turnover (for regretted leavers) improved by 3.8%, below the self‑imposed benchmark of 10%, demonstrating JTC’s strong employee retention across all jurisdictions.
Continued to reinforce JTC’s distinctive ‘Ownership for All’ culture: maintained 100% employee share ownership which is a benefit that is highly valued by the vast majority
ofemployees.
JTC continued to drive and automate the global implementation of Divisional Balanced Scorecards across the organisation to facilitate goal alignment in order to support strategic
execution throughout the Cosmos era.
2023 ANNUAL BONUS OUTCOMES FOR EXECUTIVE DIRECTORS
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 and incorporates expected behaviours. The Committee awarded a score of 9.0 out of 10 for the CEO and CFO and 8.5 out of 10 for the COO.
The table below sets out the 2023 bonus outturns:
TOTAL SCORECARD PERFORMANCE GRADE
BONUS % AWARD 6 7 8 9 10
All Executives based on Policy Maximum 30% 50% 67% 83% 100%
The following table sets out the outcome of the 2023 annual bonus, based on the total scorecard performance grade:
MAX OPPORTUNITY
(% OF SALARY)
OUTTURN
(% OF SALARY)
OUTTURN
1
£
AMOUNT SUBJECT
TO DEFERRAL
1,2
£
NIGEL LE QUESNE 100% 83% 409 162
MARTIN FOTHERINGHAM 100% 83% 293 116
WENDY HOLLEY 100% 75% 205 68
1 Figures are shown to the nearest thousands.
2 The Remuneration Policy states that any bonus earnt in excess of 50% of salary is deferred into shares on a net of tax basis for 3 years.
102 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
PSP AWARDS VESTING IN 2023 (UNAUDITED)
The 2021 PSP award is subject to Relative TSR and EPS performance conditions, ending on 31 December 2023. We have set out the final vesting and performance assessment details below.
• The relative TSR performance condition underscores our commitment to share price outperformance. Median TSR performance versus the FTSE 250 Index (excluding real estate and investment trusts) results for threshold vesting
(i.e. 25% of maximum), rising to full vesting for upper quartile performance. JTC’s TSR performance to 31 December 2023 was positioned at the 88th percentile. As such, there is 100% vesting of the relative TSR element.
• The EPS performance condition was originally set with reference to available analyst forecasts. EPS of 30p results in threshold vesting (i.e. 25% of maximum) and EPS of 37.5p qualifies for full vesting. For the year ending
31 December 2023, JTC’s underlying EPS was 37.23p and as such this element of the award qualified for 97.3% vesting.
The table below summarises the vesting outcomes based on performance assessed for each measure over the performance period ended 31 December 2023.
PERFORMANCE MEASURES
MEASURE WEIGHTING INDICATIVE VESTING (% OF ELEMENT) TOTAL INDICATIVE VESTING (% OF MAXIMUM) TOTAL INDICATIVE VESTING (NO. SHARES)
Nigel Le Quesne TSR 50% 100%
98.7% 98,123
EPS 50% 97.3%
Martin Fotheringham TSR 50% 100%
98.7% 71,489
EPS 50% 97.3%
Wendy Holley TSR 50% 100%
98.7% 54,476
EPS 50% 97.3%
2023 PSP AWARDS (UNAUDITED)
During the year ended 31 December 2023, Executive Directors received a conditional award of shares which may vest after a three‑year performance period ending on 31 December 2025, based on the achievement of stretching
performance conditions. The maximum levels achievable under these awards are set out in the table below:
PERFORMANCE MEASURES
MAX. AWARD (% OF SALARY)
1
MAX. AWARD
2,3
(£) NO. SHARES MEASURE WEIGHTING VESTING DATE HOLDING PERIOD ENDS
4
Nigel Le Quesne 200% 985 139,187 TSR 50%
01.01.2026 2028
EPS 50%
Martin Fotheringham 175% 705 99,646 TSR 50%
01.01.2026 2028
EPS 50%
Wendy Holley 175% 546 77,243 TSR 50%
01.01.2026 2028
EPS 50%
1 As disclosed in the 2022 Remuneration Report, the Committee determined that a PSP award of 200% of salary (which is above the normal maximum opportunity of 150% of salary but within the exceptional limit of 250% of salary permitted by the Remuneration Policy)
was appropriate given the exceptional performance and growth in the scale of the business, sufficient stretch in the performance targets which reflect the goal of doubling again the size of the business, as well as the market dynamics and the competition of talent.
2 Face value of award based on the 3-day average share price to 11 April 2023 being £7.12.
3 Figures are shown to the nearest thousands.
4 Executive Directors are required to hold vested awards for an additional 2 years following vesting this will 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.
JTC ANNUAL REPORT 2023 103
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
The targets for the 2023 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 THEPERIOD % 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 34.7p per share 0% Straight‑line vesting
occurs between points
Equal to Median 25% Equal to 34.7p per share 25%
Equal or Exceeds Upper Quartile 100% Exceeds 43.4p per share 100%
STATEMENT OF DIRECTORS’ SHAREHOLDINGS AND INTERESTS IN SHARES (UNAUDITED)
As at 31 December 2023 the Directors have significant shareholdings in the Company, as follows:
UNVESTED SHARES
WITH PERFORMANCE
CONDITIONS
WITHOUT PERFORMANCE
CONDITIONS SHAREHOLDING
SHARES LEGALLY OWNED AS
AT 31 DECEMBER 2023
1
PSP AWARDS DBSP AWARDS
% INTEREST IN
VOTING RIGHTS
REQUIREMENT
(% OF SALARY)
SHARE ‑HOLDING AS AT
31 DECEMBER 2023
(% OF SALARY)
2
REQUIREMENT MET?
EXECUTIVE DIRECTORS
Nigel Le Quesne
2,3
10,791,754 222,249 – 7.24% 150% 17,840.98% Yes
Martin Fotheringham
2,4
738,831 160,162 – 0.50% 150% 1,706.23% Yes
Wendy Holley
2,5
417,203 123,357 – 0.28% 150% 1,243.48% 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
Kate Beauchamp 14,285 n/a n/a 0.01% n/a n/a n/a
1 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 2023 to the date of this Report.
2 The average of the closing mid-market share price in the 3-day period ending 31 December 2023 was £8.14.
3 On 6 April 2023, Nigel Le Quesne received 99,762 shares which vested under the PSP.
4 On 6 April 2023, Martin Fotheringham received 72,684 shares which vested under the PSP. On 25 September 2023, Martin Fotheringham sold 100,000 shares on the open market.
5 On 6 April 2023, Wendy Holley received 13,658 shares which vested under the PSP.
6 On 8 April 2024, the vesting of awards granted to Executive Directors under the PSP in April 2021 was confirmed as follows: Nigel Le Quesne 99,466, Martin Fotheringham 72,467 and Wendy Holley 55,221. The vested shares remain subject to a 2-year holding period
fromvesting.
104 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
TOTAL SHARE AWARDS GRANTED (UNAUDITED)
The table below sets out details of the Executive Directors’ outstanding share awards as at 31 December 2023.
AWARD NO. SHARES
1,2
MAX. AWARD AS %
OF SALARY
VALUE AT DATE
OF GRANT
3
% VESTING AT THRESHOLD
PERFORMANCE VEST DATE
4
HOLDING PERIOD ENDS
5
Nigel Le Quesne PSP 2021 99,466 150% 653 25% 01.01.2024 2026
PSP 2022 83,062 150% 671 25% 01.01.2025 2027
PSP 2023 139,187 200% 985 25% 01.01.2026 2028
Total 321,715
Martin Fotheringham PSP 2021 72,467 150% 475 25% 01.01.2024 2026
PSP 2022 60,516 150% 489 25% 01.01.2025 2027
PSP 2023 99,646 175% 705 25% 01.01.2026 2028
Total 232,629
Wendy Holley PSP 2021 55,221 150% 362 25% 01.01.2024 2026
PSP 2022 46,114 150% 373 25% 01.01.2025 2027
PSP 2023 77,243 175% 547 25% 01.01.2026 2028
Total 178,578
Total 732,922
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 3 days immediately preceding days prior to the date of grant (2021: £6.56, 2022: £8.08, 2023: £7.12).
3 Figures are shown to the nearest thousands.
4 The end of the performance period for all PSP awards is on the third anniversary of the date of Grant. Awards granted will vest the day after the performance period ends. The Committee will determine the extent to which performance conditions have been satisfied
as soon as is practicable following the end of the performance period based on final and audited year-end financial results, as applicable.
5 Executive Directors are required to hold vested awards for a period of at least 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 (UNAUDITED)
No loss of office payments were made during the year.
PAYMENTS TO PAST DIRECTORS (UNAUDITED)
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 Board Chair. 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.
JTC ANNUAL REPORT 2023 105
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
RELATIVE IMPORTANCE OF SPEND ON PAY
£140
£120
£100
£80
£60
£40
£20
0
Dividends paid in the financial year Total employee costs
2022 2023 2022 2023
16.00
11.80
131.80
105.80
350
300
250
200
150
100
0
TSR rebased to 100 on 12 March 2018
Mar 2018 Dec 2018 Dec 2019 Dec 2020 Dec 2021 Dec 2022
JTC FTSE SmallCapFTSE 250
JTC’s TSR vs. FTSE SMALL CAP AND FTSE 250
REMUNERATION REPORT CONTINUED
RELATIVE SPEND ON PAY
The table below shows the relative 2023 expenditure of dividends against employee costs compared to 2022. These figures are derived from the
Notes to the Financial Statements (see note 27 on page 146).
YEAR ‑ON ‑YEAR INCREASES 2023 2022
1
ANNUAL
INCREASE %
Dividends paid in Financial Year £16m £11.8m 35%
Total Employee Costs £131.8m £105.8m 25%
1 Total employee costs for 2022 include £4.8m in relation to the EIP award granted by the Board in July 2021.
ALIGNMENT BETWEEN PAY AND PERFORMANCE
TOTAL SHAREHOLDER RETURN (“TSR”) PERFORMANCE
The following graph shows, for the financial year period ended 31 December 2023 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 ascent to the FTSE 250 on 16 November 2020.
The TSR graph represents the daily value of £100 invested in JTC Group on 14 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 199% which is significantly more than both the FTSE 250 (14% growth) and FTSE Small
Cap (33% growth). This strong growth continues to reinforce JTC’s solid investment case since JTC’s admission to the FTSE 250 Index in November 2020.
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 earned annual variable and long‑term incentive pay awards
asapercentage of the plan maximum.
2018 2019 2020 2021 2022 2023
Single total figure of remuneration
1
538 631 1,019 1,325 1,421 1,727
Annual bonus award against maximum % 80% 67%
2
42%
2
30%
3
40%
3
83%
4
PSP vesting rates against maximum opportunity % n/a n/a 100%
5
86%
5
100%
5
98.7%
5
1 Single total figure of remuneration has been rounded to the nearest thousands.
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 The Executive Directors elected to cap their 2022 and 2021 annual bonus opportunity to 50% and 40% of salary, respectively. The bonus outturn for the CEO in 2022 was 40%
of salary and in 2021 was 30% of salary; the maximum shown here reflects the outturn against the policy maximum of up to 100%.
4 Under the Remuneration Policy, each Executive Director is eligible for a maximum annual bonus opportunity of 100% of salary, with any bonus earnt in excess of 50% of salary
deferred into shares that are subject to a holding period of 3 years. 2023 annual bonus awards were determined in accordance with this policy limit and deferral requirement.
5 Reflects the final PSP vesting of the 2018, 2019, 2020 and 2021 PSP awards.
106 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
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.
• The Executive Directors received salary increases within the year which were below the workforce average salary increase of approximately 11% and represented the first significant salary adjustment since JTC’s IPO in 2018.
Changes in benefits reflect the year‑on‑year changes in the cost for the same benefits and specifically for Wendy Holley, reflects a reduction in the level of private medical insurance benefit cover. In line with the Policy, 2023
annual bonus awards were determined with reference to the shareholder‑approved maximum opportunity of 100% of salary, which was determined to be appropriate in light of the successful and early completion of the
Galaxy era two years ahead of schedule. This maximum opportunity has not changed since the Policy was approved in 2021; the year‑over‑year increase shown is due to the Executive Directors previously electing to captheir
annual bonus opportunity to 50% of salary to promote alignment with the wider workforce.
• There were no changes to non‑executive director fees year‑over‑year.
• The number of employees in the UK has more than quadrupled since 2020. As such, the data set of UK employees is sensitive to year‑over‑year changes given that historically the number of employees in the UK has been
relatively small. Increases in benefits costs reflect this sensitive sample set and the year‑on‑year change in the running costs of providing these benefits. Annual bonuses for the workforce have increased year‑on‑year as have
salary increases which reflected cost of living, inflation, and other critical adjustments made throughout the year to aid talent attraction and retention in response to a competitive labour market.
2023
SALARY
%
BENEFITS
%
ANNUAL BONUS
%
EXECUTIVE DIRECTORS
Nigel Le Quesne 10.0% 11.4% 37.5%
Martin Fotheringham 8.1% 11.4% 63.8%
Wendy Holley 9.9% ‑19.1%
1
119.9%
NON-EXECUTIVE DIRECTORS
Mike Liston n/a n/a n/a
Dermot Mathias n/a n/a n/a
Michael Gray n/a n/a n/a
Erika Schraner n/a n/a n/a
Kate Beauchamp
2
n/a n/a n/a
Average pay for UK employees 7.7% 10.8% 20.4%
1 The year-on-year decrease reflects reduction in the level of private medical insurance benefit cover for Wendy Holley.
2 Kate Beauchamp was appointed as Non-Executive Director on 24 March 2022 and fees were prorated accordingly last year. There has been no year-on-year increase.
JTC ANNUAL REPORT 2023 107
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
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 2023.
YEAR METHOD
25TH
PERCENTILE
PAY RATIO
MEDIAN PAY
RATIO
75TH
PERCENTILE
PAY RATIO
2023 Total FTE Remuneration for all UK Employees 45 32 20
2022
1
Total FTE Remuneration for all UK Employees 40 29 16
1 Figures have been restated to account for changes to the single figure in 2022 in relation to the calculation of PSP.
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 salary 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 number of JTC working in the UK grows.
This analysis shows that the CEO’s pay is 32x greater than the median average of JTC’s UK employees. The CEO pay ratio has increased year‑over‑year primarily due to the annual bonus awarded in line with the maximum opportunity
of 100% of salary in 2023, compared to 2022 when all Executive Directors including the CEO elected to cap their annual bonus opportunity to 50% of salary, as described earlier in this report. The small subset of employees in the
UK which make up the pay quartiles are sensitive to changes in incumbents and potential future volatility in the ratios due to changes in JTC’s financial and share price performance.
108 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
SINGLE TOTAL FIGURE OF REMUNERATION FOR NON-EXECUTIVE DIRECTORS (UNAUDITED)
The table below sets out the total remuneration payable to each Non‑Executive Director for the year ended 31 December 2023.
SINGLE TOTAL FIGURE OF REMUNERATION
1
BOARD CHAIR BASE SID
AUDIT & RISK
COMMITTEE
CHAIR
1
REMUNERATION
COMMITTEE
CHAIR
1
NOMINATION
COMMITTEE
CHAIR
1
GOVERNANCE
&RISK
COMMITTEE
CHAIR
1
TOTAL
1
Mike Liston 2023 120 n/a n/a n/a n/a n/a n/a 120
2022 120 n/a n/a n/a n/a n/a n/a 120
Dermot Mathias 2023 n/a 60 10 10 n/a n/a n/a 80
2022 n/a 60 10 10 n/a n/a n/a 80
Michael Gray 2023 n/a 60 n/a n/a 10 n/a n/a 70
2022 n/a 60 n/a n/a 10 n/a n/a 70
Erika Schraner 2023 n/a 60 n/a n/a 10 n/a n/a 70
2022 n/a 60 n/a n/a 10 n/a n/a 70
Kate Beauchamp
2
2023 n/a 60 n/a n/a n/a n/a 5 65
2022 n/a 47 n/a n/a n/a n/a 0 47
1 Figures are shown to the nearest thousands throughout the single figure table.
2 Kate Beauchamp was appointed as Non-Executive Director on 24 March 2022 and fees were prorated accordingly. The Governance and Risk Committee was established on 9 December 2022 and Kate Beauchamp’s fees as the Chair of the Governance and Risk
Committee were prorated accordingly in 2022.
JTC ANNUAL REPORT 2023 109
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
This section provides details of how the Remuneration Policy, if approved by shareholders at the 2024 AGM, will be implemented for 2024.
BASE SALARY
When determining the executive salary increases for 2024, the Committee was mindful of the wider workforce, the individual contributions of the Executive Directors, JTC’s outstanding growth and shareholder returns since the
IPO and significant remuneration compression across the business, including at the management and executive levels. The Committee also took into account the pay levels of wider FTSE 250 market and companies in the financial
services sector (excluding Banks).
The Committee approved salary increases for 2024 of 6.4% for the CEO, CFO, and COO. These salary increases are aligned with the workforce average salary increase of approximately 6.4%. The Committee considers these increases
to be critical to ensuring that remuneration is set at levels which are competitive externally and fair compared to other senior management roles within the Company taking account of internal relativities.
The Committee will keep executive remuneration arrangements under review to ensure that they remain market competitive, internally and externally, and commensurate with the growth in scale and complexity of the business.
EXECUTIVE DIRECTOR BASE SALARY EFFECTIVE DATE INCREASE REASON
Nigel Le Quesne £523,889 1 January 2024 6.4% Aligned with the wider workforce
Martin Fotheringham £375,060 1 January 2024 6.4% Aligned with the wider workforce
Wendy Holley £290,738 1 January 2024 6.4% Aligned with the wider workforce
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. Following JTC’s global pension review which was undertaken
in the last quarter of 2023, the average employer contribution rate in the UK and Jersey for employees including all Executive Directors was aligned to 7%, effective 1 January 2024. JTC remains committed to ensuring alignment
ofpension contributions for incumbent Executives, future Executive Directors, and the wider workforce.
ANNUAL BONUS
Subject to shareholder approval of the Policy at the 2024 AGM, Executive Directors will have a maximum annual bonus opportunity for 2024 of up to 150% of salary.
Annual bonus performance measures will be aligned with JTC’s Group business plan (Cosmos era) to incentivise the achievement of annual delivery targets. The specific measures, targets and weightings, including those related
toESG, will reflect the priorities of the Cosmos era. The Executive Directors’ specific targets under each performance category are considered commercially sensitive and as such will be reported in the following financial period.
IMPLEMENTATION OF THE
REMUNERATIONPOLICY DURING 2024
110 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
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. All Executive Directors have shared financial measures
toreinforce a common focus on creating shareholder value and to align with best practice. Non‑financial performance categories will remain broadly consistent year‑over‑year.
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
PERFORMANCE SHARE PLAN
Subject to shareholder approval of the Policy at the 2024 AGM, Executive Directors will have a maximum long‑term incentive plan opportunity for 2024 of up to 200% of salary for the CEO and 175% for other Executive Directors.
PSP vesting, if any, is subject to very stretching levels of performance linked to JTC’s TSR performance (which for this award will be relative to the FTSE 250 Index, excluding real estate and investment trusts) and EPS performance
from 2024 to 2026.
PSP awards will be made in May 2024, subject to shareholder approval of the policy at the 2024 AGM. 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 2024. Actual award values and shares granted will
be disclosed in next year’s Annual Report.
GROUP FINANCIAL METRICS % OF SALARY
PSP VALUE
1
£ TSR EPS
Nigel Le Quesne 200% 1,048 50% 50%
Martin Fotheringham 175% 656 50% 50%
Wendy Holley 175% 509 50% 50%
1 Figures are shown to the nearest thousands.
JTC ANNUAL REPORT 2023 111
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION REPORT CONTINUED
These performance share awards will be subject to 3‑year targets for the following measures: relative TSR and underlying EPS. The targets for the 2024 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 41.84p per share 0% Straight‑line vesting
occurs between points
Equal to Median 25% 41.84p per share 25%
Equal or Exceeds UpperQuartile 100% Equal to or exceeds 52.31p per share 100%
SHAREHOLDING REQUIREMENTS
In line with the proposed increase to the maximum PSP opportunity, the CEO, CFO, and COO will be required to build or maintain a shareholding requirement equivalent to 200% of salary, 175% of salary, and 175% of salary,
respectively. All the Executive Directors comply with this increased requirement. To align with the requirements of the UK Corporate Governance Code and emerging best practices, the Committee has adopted 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.
NON-EXECUTIVE DIRECTORS’ FEES FOR 2024
The Committee last reviewed Non‑Executive Director fees in 2023. Due to the recent review of the fees, Non‑Executive Directors were awarded an increase to base fee. The increase was based on a review of FTSE 250 market rates
and the increased expected time of commitment. The table below summarises fees for 2024:
FEES
1
WITH EFFECT FROM 1 JANUARY 2024 FEES PRIOR TO 1 JANUARY 2024
Board Chair 120 120
Base 70 60
SID 10 10
Audit Committee Chair 10 10
Remuneration Committee Chair 10 10
Nomination Committee Chair 10 10
Governance And Risk Committee Chair 5 5
1 Figures are shown to the nearest thousands throughout the table.
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 6 months’ notice from the Group and 6 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 CHAIR
8 April 2024
112 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
DIRECTORS REPORT
INTRODUCTION
The Directors present their report, together with the
Audited Financial Statements of the Group for the year
ended 31 December 2023.
The Company is public company incorporated in Jersey
and is listed on the London Stock Exchange main market
with a premium listing.
The Company is not subject to the UK Companies Act
2006, however, this report has been prepared in line with
the provisions of the Act, with the exception of certain
sections of the remuneration reporting, and the
Governance Report and the shareholder and corporate
information section form part of the Directors’ report.
The Strategic Report includes an indication of the likely
future developments of the business, commercial
activities of the Group and details of important events
affecting the company. The Governance Report can be
found on pages 66 to 166 and is deemed to be
incorporated into this Directors’ Report by reference.
Further disclosure requirements contained in the
Financial Conduct Authority’s (FCA) Listing Rules and
the Disclosure Guidance and Transparency Rules, which
are deemed to form part of the management report can
be found on the following pages of the Annual Report
for the year ended 31 December 2023, and are
incorporated into this Directors’ Report by reference to
pages:
• Acquisitions and disposals – 18 to 19.
• Awards under employee share schemes and
long-term incentive schemes – 105 and 158 to 160.
• Corporate Governance Statement including internal
control and risk management statements – 67, 84
to 85.
• Statement of Directors’ Responsibilities, including
disclosure of information to the Auditor – 116
• Disclosure of Greenhouse Gas (GHG) emissions – 51
• Employment policy and employee involvement – 42
• Engagement with employees, suppliers, customers
and others – 73 to 74
• Environmental, social and governance (ESG)
matters – 35 to 54
• Financial risk management and financial
instruments – 133 to 134
• Future developments in the business – 16 to 18
• Post Balance Sheet events – 161
• Commercial activities – 10 to 33
• Shareholder information – 165
• Sustainability and corporate responsibility – 35to54
• Viability Statement – 64
• Charitable donations – 48
• Subsidiary undertakings – 155
• Information on the Board’s stakeholder engagement
and activities is set out in the s172Statement,
which can be found on pages – 73 to 74
There is no additional information requiring disclosure
under Listing Rule 9.8.4R.
RESULTS AND DIVIDENDS
The Consolidated Income Statement can be found on
page 123. The profit for the year attributable to equity
shareholders of the company amounted to £21.8 million.
The Directors resolved to pay an interim dividend of 3.5
pence per ordinary share (2022: 3.1 pence, which was
paid to shareholders on 20 October 2023. The Directors
recommend a final dividend for the year of 7.67 pence
per share (2022: 5.07 pence) which, together with the
interim dividend, makes a total dividend for the year of
11.17 pence per share (2022: 9.98 pence). During the
year no shareholders waived their right to receive
dividend payments. The final dividend, if approved by
the shareholders at the forthcoming Annual General
Meeting (AGM) of the company, will be paid on 28 June
2024 to shareholders on the register at the close of
business on 31 May 2024.
DIRECTORS
The directors’ names, biographical details, and skills and
experience are shown in the Board of directors section
(pages68and69).
Particulars of directors’ remuneration, service contracts
and interests in the Company’s ordinary shares are
shown in the Report on directors’ remuneration (pages
87 to 112).
In line with the UK Corporate Governance Code, as at
the date of this report, all directors, being eligible, will
offer themselves for re-election at the 2023 AGM. An
evaluation of the performance of the Board, its
committees and individual directors was carried out
during the financial year. The Board is satisfied that all
directors seeking re-election contribute effectively and
demonstrate commitment to their roles. The Corporate
governance report contains further details of the
evaluation process.
During the year and up to the date of approval of this
Annual Report, the Company maintained liability
insurance and third-party indemnification provisions for
its directors and officers.
Both the Company, by ordinary resolution, and the
directors, may elect any person to be a director. The
number of directors shall not exceed the maximum
number fixed by the Company’s articles of association.
Any person appointed by the directors shall hold office
only until the next AGM and shall then be eligible for
election. The office of a director shall be vacated on the
occurrence of any of the events listed in article 141 of
the Company’s articles of association. The Company
may, in accordance with its articles of association,
remove any director from office and elect another
person in theirplace.
DIRECTORS’ INTERESTS
A statement of Directors’ interests in the share capital
of the company is shown on page 104 of the Directors’
Remuneration Report. Details of Executive Directors’
contingent share awards are included on page 105 in the
Directors’ Remuneration Report. During the year, none
of the Directors had a material interest in any derivative
or financial instrument relating to the company’s shares.
Details of the Directors’ remuneration are disclosed in
the Directors’ Remuneration Report onpages 87 to 112.
No Director has a material interest in any ‘contract of
significance’ (as defined by the FCA) to which the
company, or any of its subsidiary undertakings, is a party
as at 31 December 2023.
SHARE CAPITAL
The rights and obligations attaching to the ordinary
shares are set out in note 26 to the Company financial
statements and in the Company’s articles of association.
Copies of the Articles of Association are available upon
request from the Group Company Secretary, and at
JTC’sAGM.
As at 31 December 2023, the company’s issued share
capital consisted of 165,521,678 ordinary shares of 1
pence each of which none were held in Treasury. Each
share carries the right to one vote at general meetings
of the company. Details of changes to the ordinary
shares issued and of awards granted during the year are
set out in Notes 26 and 36 to the Financial Statements.
The rights and obligations attached to the ordinary
shares are contained in the company’s Articles. There
are no restrictions on the voting rights attached to the
company’s ordinary shares or the transfer of securities
in the company except in the case of transfers of
securities:
DIRECTORS REPORT
JTC ANNUAL REPORT 2023 113
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
DIRECTORS’ REPORT CONTINUED
• That certain restrictions may from time to timebe
imposed by laws and regulations (forexample,
insider trading laws);
• Pursuant to the Company’s Employee Share Dealing
Policy and Code whereby all Directors and
employees of the Company require the prior
approval of the Company to deal in the Company’s
ordinary shares; and
• Pursuant to the Listing Rules of the United Kingdom
Listing Authority whereby certain employees of the
Company require the approval of the Company to
deal in the Company’s ordinary shares and must
publicly disclose such share dealings.
• As described in the Report on directors’
remuneration, non-executive directors must hold
aproportion of their fees in shares, equal to their
annual fee. These shares may not normally be
transferred during their period of office.
• Certain nominee companies representing our
Employee Benefit Trust hold shares in the Company
in connection with the operation and vesting of
awards granted under of the Company’s share
plans.
• Shares held by the Trustees of the Employee Benefit
Trust rank pari passu with the shares in issue and
have no special rights. Voting rights and rights of
acceptance of any offer relating to the shares held
inthe EBT rests with the Trustees, who may take
account of any recommendation from the
Company. The Trustees of the EBT may vote in
respect of shares held by them as nominees for
participants, but only as instructed by participants
in respect of their fully vested share awards. The
Trustees will not otherwise vote in respect of shares
held in the EBT.
• Shares carry no voting rights while they are held
intreasury.
• Unless the directors determine otherwise, members
are not entitled to vote personally or by proxy at
ashareholders’ meeting, or to exercise any other
member’s right in relation to shareholders’
meetings, in respect of any share for which any
callor other sum payable to the Company
remainsunpaid.
• Unless the directors determine otherwise, members
are not entitled to vote personally or by proxy at
ashareholders’ meeting, or to exercise any other
member’s right in relation to shareholders’
meetings, if the member fails to provide the
Company with the required information concerning
interests in those shares, within the prescribed
period after being served with a notice under the
Company’s articles ofassociation.
No person holds securities in the company which carry
special voting rights with regard to control of
the company. The company is not aware of any
agreements between holders of securities that may
result in restrictions on the transfer of securities or on
voting rights.
ALLOTMENT OF SHARES
At the 2023 AGM, authority was granted to the Directors
to allot shares or grant rights to subscribe for, or convert
any security into shares of the company. The authority
granted to the Directors will expire at the conclusion of
this year’s AGM. At the 2024 AGM, a resolution will be
proposed to the shareholders to renew the Directors’
authority to allot equity shares representing
approximately one-third of the company’s issued share
capital as at the latest practicable date prior to the
publication of the Notice of AGM. In accordance with
the Investment Association Share Capital Management
Guidelines, Directors will once again seek authority to
allot further ordinary shares, in connection with a pre-
emptive offer by way of a rights issue, up to a further
one-third of the company’s existing issued share capital
on the same date. The authorities sought would, if
granted, expire at the earlier of six months after the
company’s next accounting reference date, or at the
conclusion of the AGM of the company held in 2025,
whichever is the sooner.
Under the Articles of Association shareholders have
aright of first refusal in relation to certain issues of
newshares.
At the 2023 AGM shareholders approved the authority
to allot Equity Securities for cash without application of
the pre-emption rights contained in Article 10 of the
Articles equivalent to approximately 10% of the issued
Ordinary Share capital of the Company, together with
an additional 10% for transactions which the Board
determines to be either an acquisition or a specified
capital investment as defined by Pre-Emption Group’s
updated Statement of Principles, such authority
remaining in place until the conclusion of the AGM to
be held in 2024.
A special resolution will also be proposed to renew this
authority consistent with the provisions of the Pre-
Emption Group’s updated Statement of Principles to: (i)
disapply pre-emption rights on up to 10 per cent of the
issued share capital; and (ii) disapply pre-emption rights
for an additional 10 per cent for transactions which the
board determines to be either an acquisition or a
specified capital investment as defined by the Statement
of Principles. This authority is sought is in line
withinstitutional shareholder guidance and, inparticular,
with the Pre-Emption Group Principles issued in
November 2022 and will maintain the Company’s
flexibility in relation to future share issues, including
issues required to finance acquisition opportunities,
should appropriate circumstances arise.
AUTHORITY TO PURCHASE OWN SHARES
Authority was granted to the Directors at the 2023 AGM
torepurchase shares in the market and this authority
remains valid until the conclusion of thisyear’s AGM.
There were no share repurchases during 2023. At the
2024 AGM, the Directors will seek to renew the authority
granted to them. Such authority, if approved, will be
limited to a maximum of 10% of the company’s issued
ordinary share capital (excluding treasury shares)
calculated as at the latest practicable date prior to
publication of the Notice of AGM, and sets the minimum
and maximum prices which may be paid.
CHANGE OF CONTROL AND
SIGNIFICANTAGREEMENTS
There are a number of agreements that take effect, alter
or terminate upon a change of control of the Company
following a takeover, such as commercial contracts, bank
agreements, property lease arrangements and employee
share plans. There are no significant agreements
between the Company and its Directors or employees
providing for compensation for loss of office or
employment that occurs because of a takeover bid,
except that provisions of the company’s share plans may
cause awards granted under such plans to vest on a
takeover, and if the employment of an Executive Director
or other employee is terminated by the Company
following a takeover then there may be an entitlement
to appropriate notice and/or compensation as provided
in applicable contracts or terms of employment. There
is no information that the Company is required to
disclose about persons with whom it has contractual or
other arrangements with, which are essential to the
business of the Company.
EMPLOYEES
During 2023, the Group employed an average of 1,800
(2022: 1,500) employees worldwide, of whom less than
250 were employed in the UK. The Group is committed
to the principle of equal opportunity in employment: no
applicant or employee receives less favourable treatment
on the grounds of nationality, age, gender, religion, race,
ethnicity, disability, sexual orientation or any other
protected characteristics. Employment applications are
considered on the basis of a person’s aptitude and ability,
and fair consideration is given to all applications
regardless of nationality, age, gender, religion, race,
ethnicity, disability, sexual orientation, or any other
protected characteristics. Where an employee has an
existing disability or becomes disabled during their
employment, every practical effort is made to assist the
employee in continuing their employment and arranging
appropriate training, All employees, including those with
a disability, are treated in a fair and inclusive way
throughout their careers, whether that means accessing
training, development opportunities or when seeking
career progression. It is essential to the continued
114 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
DIRECTORS’ REPORT CONTINUED
improvement in performance, efficiency and
productivity throughout the Group that each employee
understands the Group’s strategies, policies and
procedures. Open and regular communication with
employees at all levels is an essential part of the
organisational performance management process. The
Group operates multi-dimensional two-way internal
communications programmes which include the
provision of a Group intranet and the publication of
regular Group updates.
As per Section 54(1) of the Modern Slavery Act 2015, our
Modern Slavery Statement is reviewed and approved by
the Board on an annual basis and published on our Group
website. The statement covers the activities of the
Company and its subsidiaries and details policies, processes
and actions we have taken to ensure that slavery and
human trafficking are not taking place in our supply chains
or any part of our business. More information on our
statement can be found on our website.
We have a zero-tolerance approach to bribery. Our anti-
bribery programme operates around the Group. The
programme is built around a clear understanding of how
and where bribery risks affect our business and
comprises key controls such as: policies (anti-bribery,
gifts and entertainment, conflicts of interest, charitable
donations); procedures such as conducting due diligence
on suppliers (in particular those who will engage public
officials on our behalf); training colleagues on bribery
risks every year; and ongoing assurance programmes to
test that the controls are functioning effectively. Bribery
risk management is discussed at senior leadership groups
in each business unit, including at the Group level, and
also once a year with the Group Risk Committee.
Opinions of employees are sought on a variety of issues
through mechanisms including global surveys, opinion
polls, team meetings and feedback forums. Further
information on the Group’s employee engagement
activities is included on pages 40 to 42 and page 73. A
continuing programme of training and development
reinforces the Group’s commitment to employee
development. The Group provides all employees with
equal opportunities and the Freedom to Succeed at work
and recognises the importance of employee health and
wellbeing. JTC’s leadership behaviours and core values
create an environment for employees to act with
integrity, responsibility and consistency in line with our
purpose, to help maximise the potential of every client,
colleague and partner we work with, as set out on pages
2 to 54.
EMPLOYEE MATTERS, INCENTIVES AND
SHAREOWNERSHIP
Group incentive schemes reinforce financial and
economic factors affecting the performance of the
business. Employees typically have five to seven
performance objectives which are directly linked to their
job and their specific contribution to the overall
performance of the Group. In addition, presentations,
videos and Q&A sessions are held for employees around
the world on publication of the Group’s financial results
to provide employees with awareness of the financial
and economic factors affecting the company’s
performance, and so that employee views are fed back
to management and taken into account when decisions
are made.
The Company operates an all-employee incentive share
plan. Through this scheme, the Board aims to ensure
that all employees become shareholders and participate
and benefit from the Group’s employee share ownership
culture, should they so wish. Further details on our
employee share plans and awards made under executive
share plans can be found in Note 36 on pages 158 to
160 of the Financial Statements.
POLITICAL DONATIONS
During the year, the Company did not make any political
donations, nor were any contemplated.
FINANCIAL INSTRUMENTS AND RISK
The financial risk management objectives and policies
of the Group are set out in Note 29, from page 148 of
the Financial Statements. The Note sets out information
on the company’s policy for hedging each major type of
forecasted transactions for which hedge accounting is
used, and our exposure to currency, price risk, credit risk,
liquidity risk and cash flow risk in relation to the use of
financial instruments.
AMENDMENT TO ARTICLES
OFASSOCIATION
Any amendments to the Articles may be made in
accordance with the provisions of the Companies Law
by special resolution of the shareholders.
INDEPENDENT AUDITOR
The External Auditor, PwC, has indicated its willingness
to continue in office and a resolution proposing the
reappointment of PwC, and to authorise the Audit
Committee to determine its remuneration for the
financial year ending 31 December 2023, will be
proposed at the forthcoming AGM. In accordance with
the Articles of Association, each of the Directors holding
office at the date of this report confirm that:
• so far as the Director is aware, there is no relevant
audit information of which the company’s auditor is
unaware; and
• he or she has taken all reasonable steps to ascertain
any relevant audit information and to ensure that
the company’s auditor is aware of that information.
SUBSTANTIAL SHAREHOLDINGS
As at 31 December 2023, pursuant to DTR 5 of the FCA’s
Disclosure Guidance and Transparency Rules the
Company had received the following notices of
substantial interests (5% or more) in the total voting
rights of the company:
SHAREHOLDER
% INTEREST IN
VOTING RIGHTS
Nigel Le Quesne 6.52
abrdn 6.45
Liontrust Asset Management 6.23
Invesco 5.65
As at 5 April 2024, the company has not received any
further notifications under DTR 5 of the Disclosure
Guidance and Transparency Rules.
APPLICATION OF THE UK CORPORATE
GOVERNANCE CODE 2018
We report against the requirements of the Code issued by
the Financial Reporting Council. Details of how the
Company has applied the Code principles and provisions
can be found in the Governance Report on pages 66 to 116.
LISTING RULE 9.8.4
For the purposes of Listing Rule 9.8.4C R, the information
required to be disclosed by Listing Rule 9.8.4 R can be found
in the following locations: details of long-term incentive
schemes as required by LR 9.4.3 R pages 87 to 112.
ANNUAL GENERAL MEETING (AGM)
The forthcoming AGM of JTC plc will be held on 21 May
2024 at 10am at JTC House, 28 Esplanade, St. Helier,
Jersey, JE2 3QA. A separate Notice of Meeting, setting
out the resolutions to be proposed to shareholders, is
available at www.jtcgroup.com/investors/annual-
general-meeting/. The Board considers that each of the
resolutions isin the best interests of the company and
the shareholders as a whole. The Directors unanimously
recommend that shareholders vote in favour of all the
resolutions, as they intend to do so in respect oftheir
own beneficial holdings.
MIRANDA LANSDOWNE
JOINT COMPANY SECRETARY,
JTC (JERSEY) LIMITED,
COMPANYSECRETARY
8 April 2024
JTC ANNUAL REPORT 2023 115
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
IN RESPECT OF THE ANNUAL REPORT AND
THE FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual
Report and the Group and Company Financial
Statements in accordance with applicable law and
regulations. Company law requires the Directors to
prepare Group and Company Financial Statements for
each financial year. Under that law they have elected to
prepare the Group Financial Statements in accordance
with International Financial Reporting Standards (IFRS)
as adopted by the European Union and applicable law.
Under company law the Directors must not approve the
Financial Statements unless they are satisfied that they
give a true and fair view of the state of affairs of the
Group and Company and of the Group’s profit or loss for
that period.
In preparing each of the Group and Company Financial
Statements, the Directors are required to:
• Select suitable accounting policies and then apply
them consistently;
• Make judgements and estimates that are
reasonable, relevant and reliable and, in respect of
the Company Financial Statements only, prudent;
• Assess the Group and Parent Company’s ability to
continue as a going concern, disclosing, as
applicable, matters related to going concern; and
• Use the going concern basis of accounting unless
they either intend to liquidate the Group or the
Parent Company or to cease operations, or have
norealistic alternative but to do so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that its
Financial Statements comply with the Companies Law.
They are responsible for such internal control as they
determine is necessary to enable the preparation of
Financial Statements that are free from material
misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the
Group and to prevent and detect fraud and other
irregularities. Under applicable law and regulations, the
Directors are also responsible for preparing a Strategic
Report, Directors’ Report, Directors’ Remuneration
Report and Governance Statement that complies with
that law and those regulations. The Directors are
responsible for the maintenance and integrity of the
corporate and financial information included on the
Company’s website. Legislation in the UK governing the
preparation and dissemination of Financial Statements
may differ from legislation in other jurisdictions. In
accordance with Disclosure Guidance and Transparency
Rule 4.1.14R, the Financial Statements will form part of
the annual financial report prepared using the single
electronic reporting format under the TD ESEF
Regulation. The auditor’s report of these Financial
Statements provides no assurance over the ESEF format.
RESPONSIBILITY STATEMENT OF THE
DIRECTORS IN RESPECT OF THE ANNUAL
FINANCIAL REPORT
We confirm that to the best of our knowledge:
• the Financial Statements, prepared in accordance
with the applicable set of accounting standards,
give a true and fair view of the assets, liabilities,
financial position and profit or loss of the company
and the undertakings included in the consolidation
taken as a whole; and
• the Annual Report and Financial Statements
includes a fair review of the development and
performance of the business and the position of
theCompany and the undertakings included in
theconsolidation taken as a whole, together with a
description of the principal risks and uncertainties
that they face.
We consider the Annual Report and Financial
Statements, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Group’s position and
performance, business model and strategy.
By order of the Board
Approved by the Board on 8 April 2024 and signed on
its behalf by:
MIRANDA LANSDOWNE
JOINT COMPANY SECRETARY,
JTC (JERSEY) LIMITED, COMPANY
SECRETARY
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
116 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF JTC PLC
REPORT ON THE AUDIT
OF THE CONSOLIDATED
FINANCIAL STATEMENTS
OUR OPINION
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position
of JTC PLC (the “company”) and its subsidiaries (together the “group”) as at 31 December 2023, and oftheir
consolidated financial performance and their consolidated cash flows for the year then ended in accordance with
International Financial Reporting Standards as adopted by the European Union and have beenproperly prepared
in accordance with the requirements of the Companies (Jersey) Law 1991.
WHAT WE HAVE AUDITED
The group’s consolidated financial statements comprise:
• the consolidated balance sheet as at 31 December 2023;
• the consolidated income statement for the year then ended;
• the consolidated statement of comprehensive income for the year then ended;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated cash flow statement for the year then ended; and
• the notes to the consolidated financial statements, comprising material accounting policy information and
other explanatory information.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial
statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.
INDEPENDENCE
We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the
consolidated financial statements of the group, as required by the Crown Dependencies’ Audit Rules and Guidance.
We have fulfilled our other ethical responsibilities in accordance with these requirements.
OUR AUDIT APPROACH
OVERVIEW
AUDIT SCOPE
• Group audit scoping was performed based on profit before tax which identified sixteen significant
components covering more than 80% of group’s profit before tax.
• In determining the significant components, we also considered revenue and work in progress (“WIP”) as
secondary benchmarks, ensuring that the sixteen significant components also covered more than 75% of
these financial statement line items at a consolidated level. Additional factors were also considered, including
common reporting processes and regulatory requirements to identify whether any additional components
should be scoped in.
• The group is headquartered in Jersey, Channel Islands where the group financial reporting functions are
located. Trading subsidiaries are based in Africa, Americas, the Caribbean, Middle East, Asia and Europe.
• We conducted the majority of our audit work in Jersey, with audit work also undertaken by component
auditors in Luxembourg, South Africa, the Netherlands and the United States of America.
KEY AUDIT MATTERS
• Recoverability of work in progress (“WIP”)
• Impairment of goodwill
• Accounting for business combinations
MATERIALITY
• Overall group materiality: £1,923,000 (2022: £2,100,000) based on 4.75% of the group’s underlying profit
before tax.
• Performance materiality: £1,442,250 (2022: £1,500,000).
THE SCOPE OF OUR AUDIT
As part of designing our audit, we determined materiality and assessed the risks of material misstatement inthe
consolidated financial statements. In particular, we considered where the directors made subjective judgements;
for example, in respect of significant accounting estimates that involved making assumptions and considering
future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management
override of internal controls, including among other matters, consideration of whether there was evidence of bias
that represented a risk of material misstatement due to fraud.
KEY AUDIT MATTERS
Key audit matters are those matters that, in the auditor’s professional judgement, were of most significance inthe
audit of the consolidated financial statements of the current period and include the most significant assessed risks
of material misstatement (whether or not due to fraud) identified by the auditor, including thosewhich had the
greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of
the engagement team. These matters, and any comments we make on the results of our procedures thereon, were
addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
JTC ANNUAL REPORT 2023 117
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF JTC PLC CONTINUED
Key audit matter How our audit addressed the key audit matter
Recoverability of
Workinprogress(“WIP”)
Recoverability of WIP, where
services are provided on a time
spent basis for client matters
which have not yet been billed,
isconsidered a key audit matter.
WIP is required to be stated at
theamount which is recoverable.
There is a significant level of
judgement as estimates are applied
by management in assessing and
determining the recoverable value
of WIP at the year end. Therefore,
there is a risk that WIP may not be
recoverable, and that revenue
could be overstated.
Accounting policies and disclosures
in respect of revenue and WIP are
set out in note 4 & 13 of the
consolidated financial statements.
We understood and evaluated the design and implementation of controls
around the billing processand valuation of WIP and tested the
keycontrolsaround the recoverability of WIP;
For a sample of clients where WIP has been recognised and was outstanding at
the year end, we confirmed subsequent billing and, when possible, that the
cash had been received post year end to ensure appropriateness of revenue
recognition;
Where WIP was not subsequently billed and recovered post year end for any of
the clients within the sample selected, we challenged management’s estimate
and rationale around the recoverability of the amounts through analysis of
client agreements, communication with clients, billing and payment history
with a focus on current year payments;
We assessed the appropriateness of estimates made on the implied recovery
ofWIP at the year end, particularly in light of the current macroeconomic
conditions of eachjurisdiction;
We assessed the WIP adjustments applied, the level of WIP written-off and
credit notes raised on post year end invoices, on a sample basis and challenged
the rationale for those WIP adjustments, WIP write-offs and credit notes
raised; and
We performed a stand back evaluation for the implied recovery of WIP at year
end in order to assess whether there were any indicators of management bias.
As a result of the procedures performed, we have not identified any matters
toreport in respect of the WIP balance at year end.
Key audit matter How our audit addressed the key audit matter
Impairment of Goodwill
Acquisitions made by the group
have generated a significant
amount of goodwill which has
been recognised on the
consolidated balance sheet.
Theinitial allocation of goodwill
(calculated as the fair value of the
consideration paid less the fair
value of net assets acquired,
including intangible assets) is
determined at the acquisition date.
Management is required to
perform annual impairment
assessments in respect of the
carrying value of goodwill on a
cash generating unit (“CGU”) basis.
Management uses a discounted
cash flow model to determine the
value in use or fair value less cost
of disposal of each CGU to which
goodwill is allocated.
The annual impairment
assessments performed by
management were considered
significant to our audit due to the
complexity of the assessment
process and the judgements
applied by management when
determining the assumptions
included in the assessment.
Theseassumptions are based
onestimates that are affected
byexpected future economic
andmarket conditions in the
geographic region and division
within which a particular
CGUoperates.
Accounting policies and disclosures
relating to impairment of goodwill
are set out in note 21 of the
consolidated financial statements.
We understood and evaluated the design and implementation of controls and
the inputs and the assumptions around the preparation and review of
impairment assessments;
We evaluated the inputs and assumptions in the forecast used by management
in their discounted cash flow models for determining the value in use or fair
value less cost of disposal for each of the CGUs, including the appropriateness
of the basis of the forecast;
We assessed the mathematical accuracy of each discounted cash flow model;
We compared the projected cash flows for the next five year period with the
latest approved budgets for consistency;
We have tested the discount rates used by management in their discounted
cash flows;
We challenged management’s key assumptions used in the forecasts, taking
into consideration potential macroeconomic and geo-political factors on the
those assumptions;
We compared the prior year’s approved management forecast to
actualperformance (back testing) to help assess the precision
ofmanagement’sestimates;
We performed sensitivity analysis to identify the significant assumptions
within the value in use or fair value less cost of disposal calculations. We also
performed sensitivity analysis to determine the extent to which a change in
significant assumptions would result in a material goodwill impairment and
challenged management on the likelihood of such events occurring;
We reviewed the appropriateness of management’s decision to merge the
US-ICS CGUs into one CGU and tested the pre-merger impairment assessment
performed for each US-ICS CGU;
We considered the adequacy of the sensitivity disclosures relating to significant
estimates in the impairment assessment of goodwill in the consolidated
financial statements;
We queried management on the impact of climate change on future client
revenues to assess the impact on future cash flows used in the goodwill
impairment assessments; and
We performed a stand back evaluation for the key assumptions used in the
value in use calculation and fair value less cost of disposal in order to assess
whether there are any indicators of management bias;
As a result of the testing performed, we have not identified any matters to
report in respect of the impairment of goodwill.
118 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF JTC PLC CONTINUED
Key audit matter How our audit addressed the key audit matter
Accounting for
businesscombinations
The group has completed one
acquisition during the year.
Significant estimates are involved
in the calculation of the fair value
of acquired assets and the
allocation of the purchase price.
Judgements arise from the fact
that there are a number of
assumptions included in the
valuation model used to determine
the fair value of intangible assets
acquired which include customer
contracts and brand. These
assumptions include estimates for
the economic useful lives of the
intangible assets, projected future
earning levels, growth rates, client
attrition rates and discount rates.
Judgement is also applied in
considering the date control and
any measurement period
adjustments identified.
Accounting policies and disclosures
relating to the acquisitions are
disclosed in the note 31 of the
consolidated financial statements.
We understood and evaluated the design and implementation of controls
around the preparation, review and accounting for the acquisition;
We assessed the appropriateness of the date the control was passed to the
company for the acquisition;
We reviewed the signed purchase agreement and tested the accuracy and fair
value of the consideration paid and contingent consideration recognised at
year end to ensure it was in line with applicable accounting standards;
With the assistance of valuation experts, we reviewed the Purchase price
allocation report prepared by management’s expert and evaluated the
appropriateness of the valuation model applied;
We challenged management on the assumptions used in the valuation model
such as attrition rates, useful economic life and future projections of revenue/
EBITDA margins;
We compared the discount rate used by management in their model to our
internally developed benchmark, with the assistance of valuation experts;
We compared the projected revenue against historical performance as provided
by management, adjusted for attrition;
We assessed the reasonableness of the EBITDA margin used in the valuation
model by comparing against the historical performance of the acquired
business;
We reconciled source data used in the valuation model to underlying
accounting records;
We obtained management’s accounting judgement paper and assessed
whether the transaction was appropriately accounted for in accordance with
applicable financial reporting standards;
We performed sensitivity analysis on the key assumptions used in the valuation
model, useful economic life, attrition rates, discount rates, revenue growth
rates and EBITDA margin;
We performed a stand back evaluation for the key assumptions used to
determine the fair value of the acquired intangibles in order to assess whether
there were any indicators of management bias; and
We challenged management on the impact of climate change and the
macro-economic environment including high inflation and high interest rates
with the forecast, and the assumptions used.
As a result of the testing performed, we have not identified any matters to
report in respect of the accounting for the business combination.
HOW WE TAILORED THE AUDIT SCOPE
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
consolidated financial statements as a whole, taking into account the structure of the group, the accounting
processes and controls, the industry in which the group operates, and we considered the risk of climate change
and the potential impact thereof on our audit approach.
The group has two segments, namely institutional client services and private client services, with operating
components spread internationally. Components were considered financially significant where they exceeded 2.5%
of our primary benchmark, profit before tax, as well as revenue and WIP.
Twelve of the components in scope for group reporting were audited by PwC Channel Islands, and a further two
components were audited by PwC Network member firms providing more than 78% coverage of profit before tax.
Two components were audited by a non-PwC Network member firm. We instructed component audit teams
ofthese financially significant components to perform full scope audit procedures on the component’s
managementinformation.
Procedures were performed by the group audit team over other non-significant components, which included a
combination of audit procedures on a number of non-significant components’ financial statement line items,
analytical review and journal entries testing.
As the group audit team, we determined the level of involvement required for those components to be able to
conclude whether sufficient and appropriate audit evidence had been obtained as a basis for our opinion on the
consolidated financial statements as a whole. In our role as group auditor, we exercised oversight over the work
performed by auditors of the components including performing the following procedures:
• Maintained an active dialogue with reporting component audit teams, including regular group wide audit
team conference/video calls and specific conference/video calls for each reporting territory covering scope,
status, procedures performed and results and findings prior to inter-office reporting.
• Video conferencing, visits, onsite audit workpaper reviews, and remote audit workpaper reviews to satisfy
ourselves as to the sufficiency of audit work performed at the significant components.
JTC ANNUAL REPORT 2023 119
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF JTC PLC CONTINUED
MATERIALITY
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures
and in evaluating the effect of misstatements, both individually and in aggregate on the consolidated financial
statements as a whole.
Based on our professional judgement, we determined materiality for the consolidated financial statements as a
whole as follows:
OVERALL GROUP MATERIALITY
£1,923,000 (2022: £2,100,000)
HOW WE DETERMINED IT
4.75% of the group’s underlying profit before (Prior year: 5% of the
group’s profit before tax, adjusted for the EIP share award expense)
RATIONALE FOR
BENCHMARKAPPLIED
The determination of materiality and the benchmark used is a matter
ofprofessional judgement. As underlying profit before tax is the measure
used by management to assess the performance of the business and
tocommunicate results to the market, we have revised our materiality
benchmark to align with management’s benchmark. We believe that
byalso testing all non-underlying items fully, this benchmark provides
amore appropriate materiality to test the underlying financial
statementline items and ensures consistency year on year.
For each component in the scope of our group audit, we allocated a materiality that is less than our overall group
materiality. The range of materiality allocated across components was between £201,000 and £1,763,000. Certain
components were audited to a local statutory audit materiality that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality
in determining the scope of our audit and the nature and extent of our testing of account balances, classes of
transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75%
(2022: 75%) of overall materiality, amounting to £1,442,250 (2022: £1,500,000) for the group financial statements.
In determining the performance materiality, we considered a number of factors including the history of
misstatements, risk assessment and aggregation risk and the effectiveness of controls – and concluded that an
amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit
above £96,000 (2022: £105,000) as well as misstatements below that amount that, in our view, warranted reporting
for qualitative reasons.
REPORTING ON OTHER INFORMATION
The other information comprises all the information included in the JTC Annual Report 2023 (the “Annual Report”)
but does not include the consolidated financial statements and our auditor’s report thereon. The directors are
responsible for the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report based on these responsibilities.
RESPONSIBILITIES FOR THE CONSOLIDATED FINANCIAL STATEMENTS AND THE AUDIT
RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED
FINANCIALSTATEMENTS
As explained more fully in the Statement of directors’ responsibilities, the directors are responsible for the
preparation of the consolidated financial statements that give a true and fair view in accordance with International
Financial Reporting Standards as adopted by the European Union, the requirements of Jersey law and for such
internal control as the directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing the group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have
no realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED
FINANCIALSTATEMENTS
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these consolidated financial statements.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using
data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than
testing complete populations. We will often seek to target particular items for testing based on their size or risk
characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population
from which the sample is selected.
120 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF JTC PLC CONTINUED
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
andrelated disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based
onthe audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the group’s ability to continue as a going concern over a period of at least
twelve months from the date of approval of the consolidated financial statements. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely responsible
for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the consolidated financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
USE OF THIS REPORT
This report, including the opinions, has been prepared for and only for the members as a body in accordance with
Article 113A of the Companies (Jersey) Law 1991 and for no other purpose. We do not, in giving these opinions,
accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into
whose hands it may come save where expressly agreed by our prior consent in writing.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
COMPANY LAW EXCEPTION REPORTING
Under the Companies (Jersey) Law 1991 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit;
• proper accounting records have not been kept; or
• the consolidated financial statements are not in agreement with the accounting records.
We have no exceptions to report arising from this responsibility.
CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability
and that part of the corporate governance statement relating to the company’s compliance with the provisions of
the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the
corporate governance statement as other information are described in the Reporting on other information section
of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
corporate governance statement, included within the Strategic Report is materially consistent with the consolidated
financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw
attention to in relation to:
• The directors’ confirmation that they have carried out a robust assessment of the emerging and
principalrisks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in place
toidentify emerging risks and an explanation of how these are being managed or mitigated;
• The directors’ statement in the consolidated financial statements about whether they considered it
appropriate to adopt the going concern basis of accounting in preparing them, and their identification
ofanymaterial uncertainties to the group’s ability to continue to do so over a period of at least twelve
months from the date of approval of the consolidated financial statements;
• The directors’ explanation as to their assessment of the group’s prospects, the period this assessment covers
and why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the company will be
abletocontinue in operation and meet its liabilities as they fall due over the period of its assessment,
including any related disclosures drawing attention to any necessary qualifications or assumptions.
JTC ANNUAL REPORT 2023 121
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF JTC PLC CONTINUED
Our review of the directors’ statement regarding the longer-term viability of the group was substantially less
inscope than an audit and only consisted of making inquiries and considering the directors’ process supporting
their statements; checking that the statements are in alignment with the relevant provisions of the UK Corporate
Governance Code (the “Code”); and considering whether the statement is consistent with the consolidated financial
statements and our knowledge and understanding of the group and its environment obtained in the course
oftheaudit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the corporate governance statement is materially consistent with the consolidated financial statements
and our knowledge obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the group’s position,
performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal
control systems; and
• The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the
company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.
OTHER MATTER
In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R,
these consolidated financial statements will form part of the ESEF-prepared annual financial report filed on the
National Storage Mechanism of the Financial Conduct Authority in accordance with the ESEF Regulatory Technical
Standard (“ESEF RTS”). This auditor’s report provides no assurance over whether the annual financial report will
be prepared using the single electronic format specified in the ESEF RTS.
KARL HAIRON
FOR AND ON BEHALF OF PRICEWATERHOUSECOOPERS CI LLP
CHARTERED ACCOUNTANTS AND RECOGNIZED AUDITOR JERSEY, CHANNEL ISLANDS
8 April 2024
122 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
Note
20232022
£’000£’000
Revenue
4
257,440
200,035
Staff expenses
5
(131,921)
(105,831)
Other operating expenses
6
(44,855)
(35,570)
Credit impairment losses
12
(2,934)
(3,092)
Other operating income
75
44
Share of (loss)/profit of equity-accounted investee
32
(15)
478
Earnings before interest, taxes, depreciation and amortisation (“EBITDA”)
77,790
56,064
Comprising:
Underlying EBITDA
85,909
66,039
Non-underlying items
7
(8,119)
(9,975)
77,790
56,064
Depreciation and amortisation
8
(25,140)
(22,261)
Profit from operating activities
52,650
33,803
Other (losses)/gains
9
(9,912)
14,201
Finance income
10
794
244
Finance cost
10
(19,222)
(12,313)
Profit before tax
24,310
35,935
Comprising:
Underlying profit before tax
40,498
34,052
Non-underlying items
7
(16,188)
1,883
24,310
35,935
Income tax
11
(2,489)
(1,221)
Profit for the year
21,821
34,714
Earnings Per Share (“EPS”)
Pence
Pence
Basic EPS
34.1
14.20
23.92
Diluted EPS
34.2
14.07
23.60
The notes on pages 125 to 161 are an integral part of these consolidated financial statements.
Note
20232022
£’000£’000
Profit for the year
21,821
34,714
Other comprehensive (loss)/income
Items that may be reclassified to profit or loss:
Exchange difference on translation of foreign operations (net of tax)
38
(7,038)
21,314
Losses on cash flow hedges
29.1
(615)
–
Hedging gains reclassified to profit or loss
10
(134)
–
Items that will not be reclassified to profit or loss:
Remeasurements of post-employment benefit obligations
5.1
(300)
316
Total other comprehensive (loss)/income
(8,087)
21,630
Total comprehensive income for the year
13,734
56,344
The notes on pages 125 to 161 are an integral part of these consolidated financial statements.
JTC ANNUAL REPORT 2023 123
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Note
20232022
Assets£’000£’000
Property, plant and equipment
20
49,659
49,566
Goodwill
21
522,964
363,708
Other intangible assets
21
147,302
128,020
Investments
32
3,365
3,156
Other non-financial assets
22
2,981
2,369
Other receivables
15
–
535
Deferred tax assets
23
266
143
Total non-current assets
726,537
547,497
Trade receivables
12
32,071
33,290
Work in progress
13
11,615
12,525
Accrued income
14
26,574
23,911
Other non-financial assets
22
6,899
5,983
Other receivables
15
4,181
3,827
Cash and cash equivalents
16
97,222
48,861
Total current assets
178,562
128,397
Total assets
905,099
675,894
Equity
Share capital
26.1
1,655
1,491
Share premium
26.1
392,213
290,435
Own shares
26.2
(3,912)
(3,697)
Capital reserve
26.3
28,584
24,361
Translation reserve
26.3
8,941
15,979
Other reserve
26.3
(749)
–
Retained earnings
26.3
77,144
71,648
Total equity
503,876
400,217
Liabilities
Trade and other payables
17
49,794
26,896
Loans and borrowings
18
220,531
153,622
Lease liabilities
19
37,924
40,602
Deferred tax liabilities
23
9,474
11,184
Derivative financial instruments
29
749
–
Other non-financial liabilities
24
1,307
788
Provisions
25
2,200
1,884
Total non-current liabilities
321,979
234,976
Trade and other payables
17
46,897
23,424
Lease liabilities
19
6,117
4,292
Other non-financial liabilities
24
20,512
8,628
Current tax liabilities
5,346
4,088
Provisions
25
372
269
Total current liabilities
79,244
40,701
Total equity and liabilities
905,099
675,894
The consolidated financial statements on pages 123 to 124 were approved by the Board of Directors on 8 April
2024 and signed on its behalf by:
NIGEL LE QUESNE
CHIEF EXECUTIVE OFFICER
MARTIN FOTHERINGHAM
CHIEF FINANCIAL OFFICER
Note
ShareShareOwnCapitalTranslationOtherRetainedTotal
capita
l
premiumsharesreservereservereserveearningsequity
£’000£’000£’000£’000£’000£’000£’000£’000
Balance at 1 January 2023
1,491
290,435
(3,697)
24,361
15,979
–
71,648
400,217
Profit for the year
–
–
–
–
–
–
21,821
21,821
Other comprehensive loss
–
–
–
–
(7,038)
(749)
(300)
(8,087)
Total comprehensive
income for the year
–
–
–
–
(7,038)
(749)
21,521
13,734
Issue of share capital
26.1
164
103,631
–
–
–
–
–
103,795
Cost of share issuance
26.1
–
(1,853)
–
–
–
–
–
(1,853)
Share-based payments
36.5
–
–
–
4,223
–
–
–
4,223
Movement of own shares
26.2
–
–
(215)
–
–
–
–
(215)
Dividends paid
27
–
–
–
–
–
–
(16,025)
(16,025)
Total transactions
withowners
164
101,778
(215)
4,223
–
–
(16,025)
89,925
Balance at 31 December 2023
1,655
392,213
(3,912)
28,584
8,941
(749)
77,144
503,876
Balance at 1 January 2022
1,476
285,852
(3,366)
17,536
(5,335)
–
48,462
344,625
Profit for the year
–
–
–
–
–
–
34,714
34,714
Other comprehensive income
–
–
–
–
21,314
–
316
21,630
Total comprehensive
income for the year
–
–
–
–
21,314
–
35,030
56,344
Issue of share capital
26.1
15
4,654
–
–
–
–
–
4,669
Cost of share issuance
26.1
–
(71)
–
–
–
–
–
(71)
Share-based payments
36.5
–
–
–
2,045
–
–
–
2,045
Employee Incentive Plan (EIP)
share-based payments
36.5
–
–
–
4,780
–
–
–
4,780
Movement of own shares
26.2
–
–
(331)
–
–
–
–
(331)
Dividends paid
27
–
–
–
–
–
–
(11,844)
(11,844)
Total transactions
withowners
15
4,583
(331)
6,825
–
–
(11,844)
(752)
Balance at 31 December 2022
1,491
290,435
(3,697)
24,361
15,979
–
71,648
400,217
The notes on pages 125 to 161 are an integral part of these consolidated financial statements.
124 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Note
20232022
£’000£’000
Cash generated from operations
35.1
84,725
55,366
Income taxes paid
(3,432)
(2,053)
Net movement in cash generated from operations
81,293
53,313
Comprising:
Underlying cash generated from operations
91,180
60,308
Non-underlying cash items
35.2
(6,455)
(4,942)
84,725
55,366
Investing activities
Interest received
744
254
Payments for property, plant and equipment
20
(2,346)
(2,979)
Payments for intangible assets
21
(3,811)
(5,491)
Payments for business combinations (net of cash acquired)
17.1, 31
(114,719)
(15,113)
Payments to obtain or fulfil a contract
22
(693)
(2,210)
Payment for investment
32
(250)
–
Loan to third party
15
(160)
–
Net cash used in investing activities
(121,235)
(25,539)
Financing activities
Proceeds from issue of shares
26.1
62,000
–
Share issuance costs
26.1
(1,853)
(169)
Purchase of own shares
26.2
(200)
(320)
Dividends paid
27
(16,025)
(11,844)
Repayment of loans and borrowings
18
(50,000)
–
Proceeds from loans and borrowings
18
118,000
–
Loan arrangement fees
18
(1,896)
–
Interest paid on loans and borrowings
(11,348)
(6,173)
Principal paid on lease liabilities
(6,074)
(4,907)
Interest paid on lease liabilities
(1,439)
(1,336)
Net cash generated from/(used in) financing activities
91,165
(24,749)
Net increase in cash and cash equivalents
51,223
3,025
Cash and cash equivalents at the beginning of the year
48,861
39,326
Effect of foreign exchange rate changes
(2,862)
6,510
Cash and cash equivalents at the end of the year
16
97,222
48,861
The notes on pages 126 to 161 are an integral part of these consolidated financial statements.
SECTION 1 – BASIS FOR REPORTING
ANDGENERAL INFORMATION
1. REPORTING ENTITY
2. BASIS OF PREPARATION
3. MATERIAL ACCOUNTING POLICIES
AND STANDARDS
SECTION 2 – RESULT FOR THE YEAR
4. OPERATING SEGMENTS
5. STAFF EXPENSES
6. OTHER OPERATING EXPENSES
7. NON-UNDERLYING ITEMS
8. DEPRECIATION AND AMORTISATION
9. OTHER (LOSSES)/GAINS
10. FINANCE INCOME AND FINANCE COST
11. INCOME TAX
SECTION 3 – FINANCIAL ASSETS
ANDFINANCIAL LIABILITIES
12. TRADE RECEIVABLES
13. WORK IN PROGRESS
14. ACCRUED INCOME
15. OTHER RECEIVABLES
16. CASH AND CASH EQUIVALENTS
17. TRADE AND OTHER PAYABLES
18. LOANS AND BORROWINGS
19. LEASE LIABILITIES
SECTION 4 – NON-FINANCIAL ASSETS
AND NON-FINANCIAL LIABILITIES
20. PROPERTY, PLANT AND EQUIPMENT
21. GOODWILL AND OTHER
INTANGIBLEASSETS
22. OTHER NON-FINANCIAL ASSETS
23. DEFERRED TAX
24. OTHER NON-FINANCIAL LIABILITIES
25. PROVISIONS
SECTION 5 – EQUITY
26. SHARE CAPITAL AND RESERVES
27. DIVIDENDS
SECTION 6 – RISK
28. CRITICAL ACCOUNTING ESTIMATES
AND JUDGEMENTS
29. FINANCIAL RISK MANAGEMENT
30. CAPITAL MANAGEMENT
SECTION 7 – GROUP STRUCTURE
31. BUSINESS COMBINATIONS
32. INVESTMENTS
33. SUBSIDIARIES
SECTION 8 – OTHER DISCLOSURES
34. EARNINGS PER SHARE
35. CASH FLOW INFORMATION
36. SHARE-BASED PAYMENTS
37. CONTINGENCIES
38. FOREIGN CURRENCY
39. RELATED PARTY TRANSACTIONS
40. CONSIDERATION OF CLIMATE CHANGE
41. EVENTS OCCURRING AFTER THE
REPORTING PERIOD
JTC ANNUAL REPORT 2023 125
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
SECTION 1 – BASIS FOR REPORTING
AND GENERAL INFORMATION
1. REPORTING ENTITY
JTC PLC (the “Company”) was incorporated on
12 January 2018 and is domiciled in Jersey, Channel
Islands . The Company was admitted to the London Stock
Exchange on 14 March 2018 (the “IPO”). The address of
the Company’s registered office is 28 Esplanade,
St Helier, Jersey.
The consolidated financial statements of the Company
for the year ended 31 December 2023 comprise the
Company and its subsidiaries (together the “Group” or
“JTC”) and the Group’s interest in an associate
and investments.
The Group provides fund, corporate and private wealth
services to institutional and private clients.
2. BASIS OF PREPARATION
2.1. STATEMENT OF COMPLIANCE
AND BASIS OF MEASUREMENT
The consolidated financial statements for the year ended
31 December 2023 have been approved by the Board of
Directors of JTC PLC. They are prepared in accordance
with International Financial Reporting Standards (“IFRS”)
as adopted by the European Union, the interpretations
of the IFRS Interpretations Committee (“IFRS IC”) and
Companies (Jersey) Law 1991.
They are prepared under the historical cost convention
except for certain items which are measured at fair value
as described in the accounting policies shown in relevant
notes.
In assessing the going concern assumption, the Directors
considered the principal risks and uncertainties that can
be impacted by wider macroeconomic volatility and
noted that against this backdrop the Group continued
to experience revenue growth and generate positive cash
flows from its operating activities and has funding
available from its bank loan facilities. Considering these
factors as part of the review of the Group’s financial
performance and position, forecasts and expected liquidity,
the Directors have a reasonable expectation that the Group
will have adequate resources to continue in operational
existence for the foreseeable future, being at least
12 months from the date of approval of the consolidated
financial statements. They have concluded it is appropriate
to adopt the going concern basis of accounting in preparing
the consolidated financial statements.
2.2. FUNCTIONAL AND
PRESENTATION CURRENCY
The consolidated financial statements are presented in
pounds sterling, which is the functional and reporting
currency of the Company and the presentation currency
of the consolidated financial statements. All amounts
disclosed in the consolidated financial statements and
notes have been rounded to the nearest thousand
(£’000) unless otherwise stated.
3. MATERIAL ACCOUNTING POLICIES
AND STANDARDS
3.1. CHANGES IN ACCOUNTING POLICIES
AND NEW STANDARDS ADOPTED
The accounting policies set out in these consolidated
financial statements have been consistently applied by
all Group entities for the years presented. There have
been no significant changes compared with the prior
year consolidated financial statements as at and for the
year ended 31 December 2022.
NEW AND AMENDED STANDARDS
ADOPTED BY THE GROUP
To the extent relevant, all IFRS standards and
interpretations including amendments that were in issue
and effective from 1 January 2023 have been adopted
by the Group from 1 January 2023.
The Group has considered the following amendments
for the first time for its annual reporting period
commencing 1 January 2023:
• Presentation of Financial Statements –
Amendments to IAS 1
• Accounting Policies, Changes in Accounting
Estimates and Errors – Amendments to IAS 8
• Deferred Tax – Amendments to IAS 12
• Insurance Contracts – IFRS 17
The amendments listed above did not have any material
impact on the amounts recognised in prior periods and
are not expected to significantly affect the current or
future periods.
NEW STANDARDS AND INTERPRETATIONS
NOT YET ADOPTED
Certain new accounting standards and interpretations
have been published that are not mandatory for the
31 December 2023 reporting period and have not been
early adopted by the Group. These standards are not
expected to have a material impact on the Group in the
current or future reporting periods or on foreseeable
future transactions.
3.2. SUMMARY OF MATERIAL
ACCOUNTING POLICIES
The basis of consolidation is described below, otherwise
material accounting policies related to specific items are
described under the relevant note. The description of
the accounting policy in the notes forms an integral part
of the accounting policies. Unless otherwise stated,
these policies have been consistently applied to both
years presented.
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the
financial statements of the Company and entities
controlled by the Company (its “subsidiaries”). The
Group controls an entity when it is exposed to, or has
rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through
its power to direct the activities of the entity.
De-facto control exists where the Company has the
practical ability to direct the relevant activities of the
entity without holding the majority of the voting rights.
In determining whether de-facto control exists the
Company considers the size of the Company’s voting
rights relative to other parties, substantive potential
voting rights held by the Company and by other parties,
other contractual arrangements and historical patterns
in voting attendance.
Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are
deconsolidated from the date that control ceases. When
the Group loses control over a subsidiary, it derecognises
the assets and liabilities of the subsidiary, and any
related non-controlling interest and other components
of equity. Any resulting gain or loss is recognised in the
consolidated income statement.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting
policies in line with the Group. All inter-company
transactions and balances arising from transactions
between Group companies are eliminated
on consolidation.
The acquisition method of accounting is used to account
for business combinations by the Group (see note 31).
Investments in associates are accounted for via the
equity method of accounting (see note 32).
COMPANY ONLY FINANCIAL STATEMENTS
Under Article 105(11) of the Companies (Jersey) Law
1991, the directors of a holding company need not
prepare separate financial statements (i.e. company only
financial statements). Separate financial statements for
the Company are not prepared unless required to do so
by the members of the Company by ordinary resolution.
The members of the Company had not passed a
resolution requiring separate financial statements and,
in the Directors’ opinion, the Company meets the
definition of a holding company. As permitted by law,
the Directors have elected not to prepare separate
financial statements.
126 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
SECTION 2 – RESULT FOR THE YEAR
4. OPERATING SEGMENTS
Revenue recognition
Revenue is measured as the fair value of the consideration received or receivable for satisfying performance
obligations contained in contracts with customers excluding discounts, VAT and other sales-related taxes.
To recognise revenue in accordance with IFRS 15 ‘Revenue from Contracts with Customers’, the Group applies
the five-step approach: identify the contract(s) with a customer, identify the performance obligations in the
contract, determine the transaction price, allocate the transaction price to the performance obligations and
recognise revenue when, or as, performance obligations are satisfied by the Group.
The Group enters into contractual agreements with institutional and private clients for the provision of fund,
corporate and private client services. The agreements set out the services to be provided and each component
is distinct and can be performed and delivered separately. For each of these performance obligations, the
transaction price can be either a pre-set (fixed) fee based on the expected amount of work to be performed or
a variable time spent fee for the actual amount of work performed. For some clients, the fee for agreed services
is set at a percentage of the net asset value (“NAV”) of funds being administered or deposits held. Where
contracts include multiple performance obligations, the transaction price is allocated to each performance
obligation based on its stand-alone selling price.
Revenue is recognised in the consolidated income statement when, or as, the Group satisfies performance
obligations by transferring control of services to clients. This occurs as follows depending upon the nature of
the contract for services:
• Variable fees are recognised over time as services are provided at the agreed charge out rates in force at
the work date where there is an enforceable right to payment for performance completed to date. Time
recorded but not invoiced is shown in the consolidated balance sheet as work in progress (see note 13).
To determine the transaction price, an assessment of the variable consideration for services rendered is
performed by estimating the expected value, including any price concessions, of the unbilled amount due
from clients for the work performed to date (see note 28.2).
• Pre-set (fixed), cash management and NAV based fees are recognised over time; based on the actual
service provided to the end of the reporting period as a proportion of the total services to be provided
where there is an enforceable right to payment for performance completed to date. This is determined
based on the actual inputs of time and expenses relative to the total expected inputs. Where services
have been rendered and performance obligations have been met but clients have not been invoiced at the
reporting date, accrued income is recognised; this is recorded based on agreed fees to be billed in arrears
(see note 14).
• Where fees are billed in advance in respect of services under contract and give rise to a trade receivable
when recognised, deferred income is recognised and released to revenue on a time apportioned basis in
the appropriate reporting period (see note 24).
The Group does not adjust transaction prices for the time value of money as it does not have any contracts
where it expects the period between the transfer of the promised services to the client and the payment by
the client to exceed one year .
4.1. BASIS OF SEGMENTATION
The Group has a multi-jurisdictional footprint and the core
focus of operations is on providing services to its
institutional and private client base, with revenues from
alternative asset managers, financial institutions,
corporates, HNW and UHNW individuals and family office
clients. Recognised revenue is generated from external
customers. Business activities include the following:
FUND SERVICES
Supporting a diverse range of asset classes, including
real estate, private equity, renewables, hedge, debt and
alternative asset classes providing a comprehensive set
of fund administration services (e.g. fund launch, NAV
calculations, accounting, compliance and risk
monitoring, investor reporting, listing services).
CORPORATE SERVICES
Includes clients spanning across small and medium
entities, public companies, multinationals, sovereign
wealth funds, fund managers, HNW and UHNW
individuals and families requiring a ‘corporate’ service
for business and investments. As well as entity
formation, administration, cash management and other
company secretarial services, the Group services
international and local pension plans, employee share
incentive plans, employee ownership plans and deferred
compensation plans.
PRIVATE CLIENT SERVICES
Supporting HNW and UHNW individuals and families,
from ‘emerging entrepreneurs’ to established single and
multi-family offices. Services include JTC’s own
comprehensive Private Office, a range of cash
management, foreign exchange and lending services, as
well as the formation and administration of trusts,
companies, partnerships, and other vehicles and
structures across a range of asset classes, including cash
and investments.
The Chief Executive Officer and Chief Financial Officer
are together the Chief Operating Decision Makers of the
Group and determine the appropriate business segments
to monitor financial performance. Each segment is
defined as a set of business activities generating a
revenue stream determined by divisional responsibility
and the management information reviewed by the
Board. They have determined that the Group has two
reportable segments: these are Institutional Client
Services (ICS) and Private Client Services (PCS).
JTC ANNUAL REPORT 2023 127
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
4. OPERATING SEGMENTS CONTINUED
4.2. SEGMENTAL INFORMATION
The table below shows the segmental information provided to the Board for the two reportable segments (ICS
and PCS) on an underlying basis:
ICS
PCS
Total
2023 2022 2023 2022 2023 2022
£’000 £’000 £’000 £’000 £’000 £’000
Revenue
163,323
136,657
94,117
63,378
257,440
200,035
Direct staff costs
(68,405)
(56,157)
(36,870)
(24,525)
(105,275)
(80,682)
Other direct costs
(2,910)
(2,499)
(3,241)
(1,874)
(6,151)
(4,373)
Indirect staff costs
(16,024)
(12,091)
(7,805)
(6,414)
(23,829)
(18,505)
Other operating expenses
(24,445)
(22,886)
(11,890)
(8,072)
(36,335)
(30,958)
Other income
47
9
12
513
59
522
Underlying EBITDA
51,586
43,033
34,323
23,006
85,909
66,039
Underlying EBITDA margin %
31.6%
31.5%
36.5%
36.3%
33.4%
33.0%
The Board evaluates segmental performance based on revenue, underlying EBITDA and underlying EBITDA margin.
Profit before tax is not used to measure the performance of the individual segments as items such as depreciation,
amortisation of intangibles, other (losses)/gains (including foreign exchange movement on revaluation of inter-
company loans) and finance costs are not allocated to individual segments. Consistent with the aforementioned
reasoning, segment assets and liabilities are not reviewed regularly on a by-segment basis and are therefore not
included in segmental reporting.
4.3. GEOGRAPHICAL INFORMATION
Revenue generated by contracting subsidiary by their location is as follows:
2023 2022 Increase/(Decrease)
£’000 £’000
£’000
%
UK & Channel Islands
128,193
107,778
20,415
18.9%
US
64,839
38,039
26,800
70.5%
Rest of Europe
38,687
34,323
4,364
12.7%
Rest of the World
25,721
19,895
5,826
29.3%
257,440
200,035
57,405
28.7%
No single customer made up more than 5% of the Group’s revenue in the current or prior year.
5. STAFF EXPENSES
EMPLOYEE BENEFITS
Short-term benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the
amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as
a result of past service provided by the employee, and the obligation can be estimated reliably.
Defined contribution pension plans
Under defined contribution pension plans, the Group pays contributions to publicly or privately administered
pension insurance plans. The Group has no further payment obligation once the contributions have been paid.
The contributions are recognised as an employee benefit expense when they are due.
Defined benefit pension plans
The liability or asset recognised in the consolidated balance sheet in respect of defined benefit pension plans
is the present value of the defined benefit obligation at the end of the reporting period less the fair value of
plan assets. The calculation of defined benefit obligations is performed annually by independent qualified
actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash
outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which
the benefits will be paid, and that have terms approximating to the terms of the related obligation. In countries
where there is no established market in such bonds, the market rates on local government bonds are used.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit
obligation and the fair value of plan assets. This cost is included as an employee benefit expense in the
consolidated income statement.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions
are recognised in the period in which they occur, directly in other comprehensive income. They are included in
retained earnings in the consolidated statement of changes in equity and the consolidated balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments
are recognised immediately in the consolidated income statement as past service costs.
Termination benefits
Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those
benefits and when the Group recognises costs for a restructuring that is within the scope of IAS 37 and involves
the payment of termination benefits. If benefits are not expected to be settled wholly within one year of the
end of the reporting period, then they are discounted to their present value using an appropriate discount rate.
128 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
5. STAFF EXPENSES CONTINUED
Note
2023 2022
£’000 £’000
Salaries and Directors’ fees
107,765
82,739
Employer-related taxes and other staff-related costs
10,571
8,841
Other short-term employee benefits
5,521
3,508
Pension employee benefits
5,230
3,841
Share-based payments
36.5
2,834
2,122
EIP share-based payments
36.5
–
4,780
131,921
105,831
1
1 Pension employee benefits include defined contributions of £5.08m (2022: £3.41m) and defined benefits of £0.15m (2022: £0.43m).
5.1. DEFINED BENEFIT PENSION PLANS
The Group operates defined benefit pension plans in Switzerland and Mauritius. Both plans are contribution based
with the guarantee of a minimum interest credit and fixed conversion rates at retirement. Disability and death
benefits are defined as a percentage of the insured salary. The Group does not expect a significant change in
contributions year on year.
The Swiss plan must be fully funded in accordance with Swiss Federal Law on Occupational Benefits (LPP/BVG) on
a static basis at all times. The subsidiary, JTC (Suisse) SA, is affiliated to the collective foundation Swiss Life. The
collective foundation is a separate legal entity. The foundation is responsible for the governance of the plan; the
board is composed of an equal number of representatives from the employers and the employees chosen from all
affiliated companies. The foundation has set up investment guidelines, defining in particular the strategic allocation
with margins. Additionally, there is a pension committee responsible for the set-up of the plan benefit; this is
composed of an equal number of representatives of JTC (Suisse) SA and its employees.
The Mauritius plan is administered by Swan Life Ltd. JTC Fiduciary Services (Mauritius) Limited is required to
contribute a specific percentage of payroll costs to the retirement benefit scheme. Employees under this pension
plan are entitled to statutory benefits prescribed under parts VIII and IX of the Workers’ Rights Act 2019.
The amounts recognised in the consolidated balance sheet are as follows:
Note
2023 2022
£’000 £’000
Present value of funded obligations
(4,020)
(3,342)
Fair value of plan assets
3,205
2,770
Consolidated balance sheet liability
24
(815)
(572)
1
1 All plan assets are held in insurance contracts .
The movement in the net defined benefit obligation recognised in the consolidated balance sheet is as follows:
2023
2022
Net Net
Defined
lue
Fair va
defined Defined Fair value defined
benefit of plan benefit benefit of plan benefit
obligation assets obligation obligation assets obligation
£’000 £’000 £’000 £’000 £’000 £’000
At 1 January
3,342
2,770
572
2,010
1,233
777
Included in the consolidated income statement
Current service cost
229
–
229
233
–
233
Past service cost
(98)
–
(98)
18
–
18
Interest
81
67
14
13
4
9
Total
212
67
145
264
4
260
Included in other comprehensive loss
Remeasurements loss/(gain):
– Change in demographic assumptions
15
–
15
–
–
–
– Change in financial assumptions
360
–
360
(739)
–
(739)
– Experience adjustment
(127)
–
(127)
432
–
432
– Return on plan assets
–
(52)
52
–
9
(9)
Total
248
(52)
300
(307)
9
(316)
Other
Contributions:
– Employers
–
221
(221)
–
214
(214)
– Plan participants
109
109
–
105
105
–
Benefit payments
(18)
(18)
–
994
994
–
Exchange differences
127
108
19
276
211
65
Total
218
420
(202)
1,375
1,524
(149)
At 31 December
4,020
3,205
815
3,342
2,770
572
The plans are exposed to actuarial risks relating to the discount rate, the interest rate for the projection of the
savings capital, salary increases and pension increases.
The principal actuarial assumptions used for the IAS 19 disclosures were as follows:
Switzerland
Mauritius
Discount rate at 1 January 2023
2.4%
5.2%
Discount rate at 31 December 2023
1.4%
5.0%
Future salary increases
1.4%
5.2%
Rate of increase in deferred pensions
0.0%
0.0%
JTC ANNUAL REPORT 2023 129
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
5. STAFF EXPENSES CONTINUED
5.1. DEFINED BENEFIT PENSION PLANS CONTINUED
For the Swiss plan, longevity must be reflected in the defined benefit liability. The mortality probabilities used
were as follows:
2023 2022
Years Years
Mortality probabilities for pensioners at age 65
– Males
21.80
21.84
– Females
23.54
23.58
Mortality probabilities at age 65 for current members aged 45
– Males
23.46
23.50
– Females
25.14
25.18
6. OTHER OPERA TING EXPENSES
Other operating expenses are accounted for on an accruals basis.
2023 2022
£’000 £’000
Third party administration fees
6,241
4,403
Legal and professional fees
12,226
8,354
Auditor’s remuneration for audit services
1,409
1,255
Auditor’s remuneration for other assurance services
287
337
Establishment costs
3,362
3,618
Insurance
1,649
1,660
Travel and accommodation
2,559
1,772
Marketing
2,235
1,950
IT expenses
10,915
9,286
Telephone and postage
1,726
1,638
Other expenses
2,246
1,297
Other operating expenses
44,855
35,570
1
1 Included in legal and professional fees are £4.5m (2022: £1.4m) of non-underlying items.
7. NON-UNDERLYING ITEMS
Non-underlying items represent specific items of income or expenditure that are not of a continuing operational
nature or do not represent the underlying operating results, and based on their significance in size or nature are
presented separately to provide further understanding about the financial performance of the Group.
Note
2023 2022
£’000 £’000
EBITDA
77,790
56,064
Non-underlying items within EBITDA:
Acquisition and integration costs
7,080
3,380
Office start-up
612
768
Other
427
228
EIP share-based payments
–
5,197
Revision of ICS operating model
–
402
Total non-underlying items within EBITDA
8,119
9,975
Underlying EBITDA
85,909
66,039
Profit before tax
24,310
35,935
Total non-underlying items within EBITDA
8,119
9,975
(Gain)/loss on revaluation of contingent consideration
9
(446)
78
Foreign exchange losses/(gains)
9
8,515
(11,936)
Total non-underlying items within profit before tax
16,188
(1,883)
Underlying profit before tax
40,498
34,052
1
2
3
4
5
6
7
1 Acquisition and integration costs include deal and tax advisory fees, legal and professional fees, staff reorganisation costs and
other integration costs. This includes acquisition-related share-based payment awards granted to act as retention tools for key
management and/or to recruit senior management to support various acquisitions. Acquisition and integration costs are typically
incurred in the first two years following acquisition.
2 Office start-up includes up-front investment in personnel and infrastructure which is required in advance of trading.
3 Includes expenses in relation to a change in making annual bonus awards in cash rather than shares (see note 36.3(B)), legal costs
relating to a regulatory action from the Dutch Central Bank and aborted project costs.
4 The prior year included the share-based payment expense and employer-related taxes for share awards under the EIP which
vested on 22 July 2022 (see note 36.1).
5 The prior year included costs to complete the implementation of a revised operating model for ICS.
6 Includes the gain on the revaluation of contingent consideration for Segue of £0.58m (2022: loss of £0.13m), the loss on
revaluation of liability-classified contingent consideration payable for perfORM of £0.17m (2022: gain of £0.05m) and the
gain on the revaluation of contingent consideration for INDOS of £0.03m (2022: £nil) (see note 17.1).
7 Foreign exchange losses/(gains) that relate to the revaluation of inter-company loans. Management consider these to be
non-underlying as they are unrealisable movements as the loans are eliminated upon consolidation.
130 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
10. FINANCE INCOME AND FINANCE COST
Finance income includes interest income from loan receivables and bank deposits and is recognised when it is
probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably.
Finance costs include interest expenses on loans and borrowings, the unwinding of the discount on provisions,
contingent consideration and lease liabilities and the amortisation of directly attributable transaction costs
which have been capitalised upon issuance of the financial instrument and released to the consolidated income
statement on a straight-line basis over the contractual term.
2023 2022
£’000 £’000
Bank interest
744
239
Loan interest
50
5
Finance income
794
244
Bank loan interest
11,123
5,112
Gain on cash flow hedge reclassified from other comprehensive income
(134)
–
Amortisation of loan arrangement fees
805
1,062
Unwinding of net present value (“NPV”) discounts
6,514
4,852
Other finance expense
914
1,287
Finance cost
19,222
12,313
1
1 Of the £6.5m total, £5.1m relates to unwinding of NPV discounts on contingent consideration (see note 17.1); this is excluded
when calculating underlying basic EPS (see note 34.3). By acquisition this is as follows:
2023 2022
£’000 £’000
INDOS
54
161
Segue
139
342
perfORM
461
472
Ballybunion
–
214
SALI
2,316
2,329
SDTC
2,123
–
5,093
3,518
8. DEPRECIATION AND AMORTISAT ION
Note
2023 2022
£’000 £’000
Depreciation of property, plant and equipment
20
8,262
7,883
Amortisation of intangible assets
21
15,766
13,562
Amortisation of assets recognised from costs to obtain or fulfil a contract
22
1,112
816
Depreciation and amortisation
25,140
22,261
9. OTHER (LOSSES)/GAINS
Note
2023 2022
£’000 £’000
Net profit/(loss) on disposal of fixed asset
5
(130)
Gain/(loss) on revaluation of contingent consideration
17.1
446
(78)
Impairment of customer relationship intangible asset
21.2
(737)
–
Foreign exchange (losses)/gains
38
(9,626)
14,409
Other (losses)/gains
(9,912)
14,201
1
1 This includes £8.5m of foreign exchange losses (2022: £11.9m gains) that relate to the revaluation of inter-company loans; these
foreign exchange movements are considered by Management to be non-underlying items.
JTC ANNUAL REPORT 2023 131
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
11. INCOME TAX
Income tax
Income tax includes current and deferred tax. Current and deferred tax are recognised in the consolidated
income statement, except when they relate to items that are recognised in other comprehensive income or
directly in equity, in which case, the current and deferred tax are recognised in other comprehensive income or
directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business
combination, the tax effect is included in the accounting for the business combination.
Current tax
Current tax is the expected tax payable or receivable on the taxable income or loss for the year using tax laws
enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable or receivable
in respect of previous years.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax bases used in the computation of
taxable profit or losses.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets
are recognised to the extent that it is probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference
arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination)
of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the
asset to be recovered.
Deferred tax is calculated using tax rates which have been enacted or substantively enacted at the balance
sheet date, for the periods when the asset is expected to be realised or the liability is expected to be settled.
Deferred tax assets are offset with deferred tax liabilities when there is a legally enforceable right to set off tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority
and the Group intends to settle its current tax assets and liabilities on a net basis.
The income tax expense in the consolidated income statement comprises:
2023 2022
£’000 £’000
Jersey tax on current year profit
1,197
1,197
Foreign company taxes on current year profit
2,583
1,611
Adjustment in respect of previous periods
305
–
Total current tax expense
4,085
2,808
Deferred tax (see note 23):
Temporary differences in relation to acquired intangible assets
(1,694)
(1,531)
Jersey origination and reversal of temporary differences
(6)
(17)
Foreign company origination and reversal of temporary differences
104
(39)
Total deferred tax credit
(1,596)
(1,587)
Income tax expense
2,489
1,221
The difference between the total current tax shown above and the amount calculated by applying the standard
rate of Jersey income tax to the profit before tax is as follows:
2023 2022
£’000 £’000
Profit on ordinary activities before tax
24,310
35,935
Tax on profit on ordinary activities at standard Jersey income tax rate of 10% (2022: 10%)
2,431
3,594
Effects of:
Results from entities subject to tax at a rate of 0% (Jersey company)
(1,262)
(1,040)
Results from tax exempt entities (foreign company)
(186)
(223)
Foreign taxes not at Jersey rate
1,313
(1,301)
Depreciation in excess of capital allowances (Jersey company)
(6)
(17)
Depreciation in excess of capital allowances (foreign company)
104
(39)
Temporary differences in relation to acquired intangible assets
(1,694)
(1,531)
Non-deductible expenses
118
479
Consolidation adjustments
1,639
1,304
Other differences
32
(5)
Income tax expense
2,489
1,221
132 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
11. INCOME TAX CONTINUED
Income tax expense computations are based on the jurisdictions in which profits were earned at prevailing rates
in the respective jurisdictions.
The Company is subject to Jersey income tax at the general rate of 0%; however, the majority of the Group’s trading
profits are reported in Jersey by Jersey financial services companies. JTC subsidiaries located in Jersey are categorised
as financial services companies and are subject to an income tax rate of 10%. It is therefore appropriate to use this
rate for reconciliation purposes.
2023 2022
% %
Reconciliation of effective tax rates
Tax on profit on ordinary activities
10.00
10.00
Effect of:
Results from entities subject to tax at a rate of 0% (Jersey company)
(5.19)
(2.89)
Results from tax exempt entities (foreign company)
(0.77)
(0.62)
Foreign taxes not at Jersey rate
5.40
(3.62)
Depreciation in excess of capital allowances (Jersey company)
(0.02)
(0.05)
Depreciation in excess of capital allowances (foreign company)
0.43
(0.11)
Temporary differences in relation to acquired intangible assets
(6.97)
(4.26)
Non-deductible expenses
0.48
1.33
Consolidation adjustments
6.75
3.63
Other differences
0.13
(0.01)
Effective tax rate
10.24
3.40
SECTION 3 – FINANCIAL ASSETS AND FINANCIAL LIABILITIES
This section provides information about the Group’s financial instruments, including: accounting policies; specific
information about each type of financial instrument; and, where applicable, information about determining the
fair value, including judgements and estimation uncertainty involved.
Financial assets
The Group classifies its financial assets as either amortised cost, fair value through profit or loss (“FVTPL”) or
fair value through other comprehensive income (“FVOCI”) depending on the Group’s business model objective
for managing financial assets and their contractual cash flow characteristics.
All financial assets are measured at amortised cost as they arise from the provision of services to clients (e.g.
trade receivables) or the objective is to hold the asset in order to collect contractual cash flows (where the
contractual cash flows are solely payments of principal and interest).
Financial assets measured at amortised cost are recognised on the trade date, being the date that the Group
became party to the contractual provisions of the instrument. They are initially recognised at fair value less
transaction costs and then are subsequently carried at amortised cost using the effective interest rate method,
less provision for impairment. Financial assets are derecognised when the contractual rights to the cash flows
from the asset expire, or the rights to receive the contractual cash flows from the transaction in which
substantially all of the risks and rewards of ownership of the financial asset have been transferred.
The Group assesses, on a forward-looking basis, the expected credit losses (“ECL”) associated with its financial
assets carried at amortised cost. The impairment methodology applied takes into consideration whether there
has been a significant increase in credit risk.
Financial assets comprise trade receivables, work in progress, accrued income, other receivables and cash and
cash equivalents. For further details on impairment for each, see notes 12 to 16.
Financial liabilities
The Group classifies its financial liabilities as either amortised cost or FVTPL depending on the purpose for
which the liability was acquired.
All financial liabilities are measured at amortised cost, with the exception of liability-classified contingent
consideration which is measured at FVTPL and derivative financial instruments where hedge accounting is
applied (see note 29.1).
Trade and other payables represent liabilities incurred for goods and services provided to the Group prior to the
end of the financial year which are unpaid. They are recognised initially at fair value and subsequently measured
at amortised cost using the effective interest method and are presented as current liabilities unless payment
is not due within 12 months after the reporting period. The Group derecognises a financial liability when its
contractual obligations have been discharged, cancelled or expired.
JTC ANNUAL REPORT 2023 133
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
SECTION 3 – FINANCIAL ASSETS AND FINANCIAL LIABILITIES CONTINUED
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption
amount is recognised in the consolidated income statement over the period of the borrowings using the effective
interest rate method.
Borrowings are removed from the consolidated balance sheet when the obligation specified in the contract is
discharged, cancelled or has expired. The difference between the carrying amount of a financial liability that
has been extinguished or transferred to another party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognised in the consolidated income statement as finance income or
finance cost.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement
of the liability for at least 12 months after the reporting period.
Lease liabilities are financial liabilities measured at amortised cost. They are initially measured at the NPV of
the following lease payments:
• fixed payments, less any lease incentives receivable;
• variable lease payments that are based on an index or a rate;
• amounts expected to be payable by the lessee under residual value guarantees;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement
of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined,
which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the
rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the
right-of-use asset in a similar economic environment with similar terms, security and conditions.
The incremental borrowing rate applied to each lease was determined considering the Group’s borrowing rate
and the risk-free interest rate, adjusted for factors specific to the country, currency and term of the lease.
The Group can be exposed to potential future increases in variable lease payments based on an index or rate
which are not included in the lease liability until they take effect. When adjustments to lease payments based
on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Lease payments are allocated between principal and finance cost. The finance cost is charged to the consolidated
income statement over the lease period to produce a constant periodic rate of interest on the remaining balance
of the liability for each period.
Derivative financial instruments and hedge accounting
The Group uses derivative financial instruments to hedge its exposure to interest rate risks. All derivative
financial instruments are initially measured at fair value on the contract date and subsequently remeasured at
fair value at each reporting date. Derivatives are only used for economic hedging purposes and not as speculative
investments. Hedge accounting is applied only where all of the following conditions are met:
• formal documentation exists of the relationship between the hedging instrument and hedged item
at inception;
• the hedged cash flows must be highly probable and must present an exposure to variations in cash flows
that could affect comprehensive income;
• the effectiveness of the hedge can be reliably measured; and
• an economic relationship exists, with the relationship being assessed on an ongoing basis.
For qualifying cash flow hedges, the fair value gain or loss associated with the effective portion of the cash flow
hedge is recognised initially in other comprehensive income and is released to the consolidated income statement
in the same period during which the hedged item will affect the Group’s results. Any ineffective portion of the
gain or loss on the hedging instrument is recognised in the consolidated income statement immediately. See
note 29.1 for further detail on the hedging instruments used by the Group.
12. TRADE RECEIVABLES
The ageing analysis of trade receivables with the loss allowance is as follows:
Gross allowance Loss Net
2023 £’000 £’000 £’000
<30 days
12,633
(216)
12,417
30–60 days
5,019
(376)
4,643
61–90 days
2,976
(247)
2,729
91–120 days
1,532
(142)
1,390
121–180 days
2,236
(307)
1,929
>18 0 day s
14,088
(5,125)
8,963
Total
38,484
(6,413)
32,071
2022
Loss
Gross allowance Net
£’000 £’000 £’000
<30 days
15,161
(125)
15,036
30–60 days
3,401
(114)
3,287
61–90 days
2,091
(111)
1,980
91–120 days
2,208
(101)
2,107
121–180 days
1,558
(165)
1,393
>18 0 day s
14,516
(5,029)
9,487
Total
38,935
(5,645)
33,290
134 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
12. TRADE RECEIVABLES CONTINUED
The movement in the allowances for trade receivables is as follows:
2023 2022
£’000 £’000
Balance at the beginning of the year
(5,645)
(4,832)
Credit impairment losses in the consolidated income statement
(2,934)
(3,092)
Amounts written off (including unused amounts reversed)
2,166
2,279
Total allowance for doubtful debts
(6,413)
(5,645)
The loss allowance includes both specific and ECL provisions. To measure the ECL, trade receivables are grouped
based on shared credit risk characteristics and the days past due. The ECL are estimated collectively using a provision
matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtor’s
financial position (this includes unlikely to pay indicators such as liquidity issues, insolvency or other financial
difficulties) and an assessment of both the current as well as the forecast direction of macroeconomic conditions
at the reporting date. Management have identified gross domestic product and inflation in each country the Group
provides services in to be the most relevant macroeconomic factors. Management have considered these factors
as well as climate-related changes on customers and are satisfied that any impact is not material to the ultimate
recovery of receivables, such is the diversification across the book in industries and geographies. The loss allowance
at 31 December 2023 is in line with previous trading and supports this conclusion. See note 29.2 for further
comment on credit risk management.
ECL provision rates are segregated according to geographical location and by business line. The Group considers
any specific impairments on a by-client basis rather than on a collective basis. The carrying amount of the asset
is reduced through the use of an allowance account and the amount of the loss is recognised in the consolidated
income statement as a credit impairment loss. When a trade receivable is uncollectible, it is written off against
the allowance account. Subsequent recoveries of amounts previously written off are credited against credit
impairment losses.
13. WORK IN PROGRESS
2023 2022
£’000 £’000
Total
11,710
12,594
Loss allowance
(95)
(69)
Net
11,615
12,525
Work in progress (WIP) relates to variable fee contracts and represents the net unbilled amount expected to be
collected from clients for work performed to date. It is measured at the chargeable rate agreed with the individual
clients adjusted for unrecoverable amounts less progress billed and ECL. As these financial assets relate to unbilled
work and have substantially the same risk characteristics as trade receivables, the Group has concluded that the
expected loss rates for trade receivables <30 days is an appropriate estimation of the ECL.
Sensitivity analysis
The total carrying amount of WIP (before ECL allowances) is £11.7m (2022: £12.6m). If Management’s estimate of
the recoverability of the WIP (the amount expected to be billed and collected from clients for work performed to
date) is 10% lower than expected on the total WIP balance due to adjustments for unrecoverable amounts, revenue
would be £1.2m lower (2022: £1.3m lower).
14. ACCRUED INCOME
2023 2022
£’000 £’000
Total
26,609
23,936
Loss allowance
(35)
(25)
Net
26,574
23,911
Accrued income relates to pre-set (fixed), cash management, and NAV based fees across all service lines and
represents the billable amount relating to the provision of services to clients which has not been invoiced at the
reporting date. Accrued income is recorded based on agreed fees billed in arrears less ECL. As these financial assets
relate to unbilled work and have substantially the same risk characteristics as trade receivables, the Group has
concluded that the expected loss rates for trade receivables <30 days is an appropriate estimation of the ECL.
15. OTHER RECEIVABLES
2023 2022
£’000 £’000
Non-current
Loan receivable from third party
–
535
Total non-current
–
535
Current
Other receivables
2,685
2,804
Loans receivable from employees
–
162
Loan receivable from related party
–
861
Loans receivable from third parties
1,496
–
Total current
4,181
3,827
Total other receivables
4,181
4,362
1
1 The balance at 31 December 2022 related to amounts owed from Harmonate Corp. (see note 32), as there is no longer a common
directorship this has been reclassified to loans receivable from third parties.
Other receivables are subject to the impairment requirements of IFRS 9 and they were assessed to have low credit
risk and no loss allowance is recognised .
JTC ANNUAL REPORT 2023 135
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
16. CASH AND CASH EQUIVALENTS
2023 2022
£’000 £’000
Cash and cash equivalents
97,222
48,861
Total
97,222
48,861
For the purpose of presentation in the statement of cash flow, cash and cash equivalents includes cash in hand,
deposits held on call with banks, other short-term highly liquid investments with original maturities of three months
or less and bank overdrafts.
Cash and cash equivalents are subject to the impairment requirements of IFRS 9 but, as balances are held with
reputable international banking institutions, they were assessed to have low credit risk and no loss allowance
is recognised.
The cash and cash equivalents disclosed above and in the statement of cash flows includes cash allocated against
regulatory and capital adequacy requirements of £11.8m (see note 35.4). These deposits vary by jurisdiction and
therefore are not available for general use by the other entities within the Group.
17. TRADE AND OTHER PAYABLES
2023 2022
£’000 £’000
Non-current
Other payables
–
72
Contingent consideration
49,794
26,824
Total non-current
49,794
26,896
Current
Trade payables
1,255
2,728
Other taxation and social security
1,127
926
Other payables
4,333
4,391
Accruals
13,276
9,907
Contingent consideration
26,906
5,472
Total current
46,897
23,424
Total trade and other payables
96,691
50,320
For current trade and other payables, due to their short-term nature, Management consider the carrying value of
these financial liabilities to approximate to their fair value.
17.1. CONTINGENT CONSIDERATION
Contingent consideration payables are discounted to NPV, split between current and non-current, and are due
as follows:
Acquisition
2023 2022
£’000 £’000
SDTC
45,989
–
perfORM
3,805
3,181
SALI
–
23,643
Total non-current contingent consideration
49,794
26,824
INDOS
–
1,483
Segue
–
2,163
SALI
24,644
–
SDTC
1,536
–
Sterling
726
1,826
Total current contingent consideration
26,906
5,472
Total contingent consideration
76,700
32,296
1
2
3
4
2
1 The earn-out (capped at £6m) for perfORM is calculated based on a multiple of its underlying EBITDA for the year ending
31 December 2024. This is payable in an equal split of cash and JTC PLC Ordinary shares; the 50% payable in shares is
liability-classified contingent consideration as this is settled by a variable number of shares. In accordance with IAS 32,
Management are required to update the fair value at each reporting date.
At the acquisition date, Management forecast the underlying EBITDA for perfORM and estimated that £4.48m would be due. At
31 December 2023, Management revisited their forecast and have identified no evidence to indicate an adjustment was required
to the total due. To update the fair value of the 282,854 JTC PLC Ordinary shares payable, the Monte Carlo simulation was
updated and this increased the share price applied to £8.47 (2022: £7.92).
The simulation is based on JTC’s share price at 31 December 2023, factoring in historical volatility and projected dividend
payments, and is then discounted using an appropriate risk-free rate. The updated share price resulted in a loss on revaluation
of £0.17m as the fair value of the contingent consideration payable in JTC Ordinary shares increased to £2.40m (2022: £2.24m).
The revalued earn-out contingent consideration of £4.62m (cash £2.22m/ JTC PLC Ordinary shares £2.40m) has then been
discounted to a present value of £3.81m.
2 On 10 January 2024, having successfully met earn-out targets for the two year period following acquisition, the earn-out for SALI
was settled in full.
3 At 31 December 2023, 212,014 JTC Ordinary shares vested to settle the £1.5m contingent consideration payable to INDOS (see
note 26.2) and is shown within the capital reserve. This resulted in a gain on revaluation of £0.03m.
4 Contingent consideration was subject to Segue meeting adjusted EBITDA targets over the calendar years 2022 and 2023. During
the period, Management paid £1.4m ($1.7m) in cash and issued 45,386 JTC Ordinary shares in part-payment of the outstanding
liability (see note 26.1). Adjusted EBITDA targets were not met for 2023, resulting in a gain on revaluation of contingent
consideration of £0.58m.
136 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
18. LOANS AND BORROWINGS
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings,
which are measured at amortised cost.
2023 2022
£’000 £’000
Non-current
Bank loans
220,531
153,622
Total loans and borrowings
220,531
153,622
The terms and conditions of outstanding bank loans are as follows:
Facility Currency Initial termination date Interest rate
2023 2022
£’000 £’000
Term facility
GBP
4 December 2026
SONIA + 1.65% margin
100,000
75,000
Revolving credit facility (“RCF”)
GBP
4 December 2026
SONIA + 1.65% margin
123,662
80,662
Total principal value
223,662
155,662
Issue costs
(3,131)
(2,040)
Total bank loans
220,531
153,622
The interest rate applied to loan facilities is determined using SONIA plus a margin based on net leverage calculations.
At 1 January 2023, the margin was 1.65%; this reduced to 1.15% effective from 29 September 2023 and increased
to 1.65% on 4 December 2023 (2022: At 1 January 2022, the margin was 1.9%; this reduced to 1.65% effective
from 16 September 2022 until 31 December 2022).
On 4 December 2023, the Group entered into a two year interest rate swap at a fixed interest (excluding margin) of
4.237% on £180m of its drawn debt facilities. For more information on the Group’s hedging strategy, see note 29.1.
Under the terms of the facility, the debt is supported by guarantees from JTC PLC and other applicable subsidiaries deemed
to be obligors, and in the event of default, demand could be placed on these entities to settle outstanding liabilities.
The movement in bank facilities is as follows:
At At
1 January Amortisation 31 December
2023 Drawdowns 1 Repayment 1 release 2023
£’000 £’000 £’000 £’000 £’000
Principal value
155,662
118,000
(50,000)
–
223,662
Issue costs
(2,040)
(1,896)
–
805
(3,131)
Total
153,622
116,104
(50,000)
805
220,531
At At
1 January Amortisation 31 December
2022 Drawdowns Repayment release 2022
£’000 £’000 £’000 £’000 £’000
Principal value
155,662
–
–
–
155,662
Issue costs
(3,084)
–
–
1,044
(2,040)
Total
152,578
–
–
1,044
153,622
1 On 21 June 2023, following the Company’s equity raise that took place on 14 June 2023 (see note 26.1), the Group used £50m
of the proceeds to temporarily part repay its existing RCF. On 1 August 2023, £118m of the RCF was drawn to satisfy the cash
consideration for the acquisition of SDTC (see note 31.1).
On 6 October 2021, the Group entered into a multicurrency loan facility agreement (the “original facilities
agreement”) with HSBC for a total commitment of £225m consisting of a term loan of £75m and a RCF of £150m.
The initial termination date was the third anniversary of the date of the agreement, being 6 October 2024.
On 4 December 2023, an amendment and restatement agreement (the “A&R agreement”) relating to the original
facilities agreement increased the total commitment to £400m and extended the initial termination date to
4 December 2026 with an option for two further extensions available to 30 June 2027 and 30 June 2028, respectively.
At 31 December 2023, the Group had available £176.3m of committed facilities currently undrawn (2022: £69.3m).
The cost of the facility depends upon a covenant tested on net leverage being the ratio of total net debt to underlying
EBITDA (for LTM at average exchange rates and adjusted for pro-forma contributions from acquisitions) for a
relevant period as defined in the A&R agreement. At 31 December 2023, arrangement and legal fees amounting
to £5.3m have been capitalised for amortisation over the term of the loan (2022: £3.4m).
The Group has complied with the financial covenants of its borrowing facilities during the 2023 and 2022 reporting
periods (see note 30).
The fair values are not materially different from their carrying amounts since the interest payable on those
borrowings is close to current market rates.
JTC ANNUAL REPORT 2023 137
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
19. LEASE LIABILITIES
Where the Group is a lessee its lease contracts are for the rental of buildings for office space and also office furniture
and equipment. In accordance with IFRS 16 ‘Leases’, the Group recognises right-of-use assets which are shown
within property, plant and equipment (see note 20) and lease liabilities which are shown separately on the
consolidated balance sheet.
2023 2022
£’000 £’000
Non-current
37,924
40,602
Current
6,117
4,292
Total lease liabilities
44,041
44,894
The Group makes business decisions that affect their lease contracts and those containing renewal and termination
clauses are reassessed to determine whether there is any change to the lease term. Management has an ongoing
programme of review and have not identified any leases with an extension option that would have a significant
impact on the carrying amount of lease assets and liabilities. Where the Group has issued an early termination
notice, the net present value of the liability and carrying value of the right-of-use asset has been reassessed based
on the new expected termination date.
SECTION 4 – NON-FINANCIAL ASSETS AND NON-FINANCIAL LIABILITIES
20. PROPERTY, PLANT AND EQUIPMENT
Items of property, plant and equipment are initially recorded at cost and are stated at historical cost less
depreciation and impairment losses. Depreciation is recognised so as to write off the cost or valuation of assets
less their residual values over their useful lives, using the straight-line method, on the following bases:
• Computer equipment – 4 years
• Office furniture and equipment – 4 years
• Leasehold improvements – over the period of the lease
The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting
period with the effect of any changes in estimate accounted for on a prospective basis.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount
is greater than its estimated recoverable amount.
An item of property, plant and equipment and any significant part initially recognised is derecognised upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on
derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying
amount of the asset) is included in the consolidated income statement when the asset is derecognised.
For right-of-use assets, upon inception of a contract, the Group assesses whether a contract conveys the right
to control the use of an identified asset for a period in exchange for consideration, in which case it is classified
as a lease. The Group recognises a right-of-use asset and a lease liability at the lease commencement date.
Right-of-use assets are measured at cost comprising of the following: the amount of the initial measurement
of lease liability; any lease payments made at or before the commencement date less any lease incentives
received; any initial direct costs; and estimated restoration costs.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement
date to the end of the useful life; this is considered to be the end of the lease term as assessed by Management.
The lease asset is periodically adjusted for certain remeasurements of the lease liability and impairment losses
(if any).
138 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
20. PROPERTY, PLANT AND EQUIPMENT CONTINUED
The movements of all tangible assets are as follows:
Computer Office furniture Leasehold Right-of-use
equipment and equipment improvements assets Total
£’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2022
4,188
2,710
9,457
53,304
69,659
Additions
633
1,249
1,076
4,592
7,550
Additions through business combinations
22
–
–
471
493
Disposals
(330)
(977)
(671)
–
(1,978)
Exchange differences
116
249
351
2,085
2,801
At 31 December 2022
4,629
3,231
10,213
60,452
78,525
Additions
424
406
1,770
4,482
7,082
Additions through business
combinations
62
38
616
2,735
3,451
Disposals
(278)
(271)
–
(1,454)
(2,003)
Exchange differences
34
415
395
(828)
16
At 31 December 2023
4,871
3,819
12,994
65,387
87,071
Accumulated depreciation
At 1 January 2022
3,215
1,511
3,627
12,966
21,319
Charge for the year
524
516
759
6,346
8,145
Disposals
(329)
(842)
(548)
–
(1,719)
Exchange differences
77
267
116
754
1,214
At 31 December 2022
3,487
1,452
3,954
20,066
28,959
Charge for the year
523
598
1,296
6,240
8,657
Disposals
(208)
(261)
–
(186)
(655)
Exchange differences
66
481
422
(518)
451
At 31 December 2023
3,868
2,270
5,672
25,602
37,412
Carrying amount
At 31 December 2023
1,003
1,549
7,322
39,785
49,659
At 31 December 2022
1,142
1,779
6,259
40,386
49,566
21. GOODWILL AND OTHER INTANGIBLE ASSET S
Goodwill
Goodwill that arises on the acquisition of subsidiaries is considered an intangible asset. See note 31 for the
measurement of goodwill at initial recognition; subsequent to this, measurement is at cost less accumulated
impairment losses.
Intangible assets acquired in a business combination
Intangible assets acquired in a business combination and recognised separately from goodwill are initially
recognised at their fair value at the acquisition date (which is regarded as their cost). The initial valuation work
is performed with support from external valuation specialists. Subsequent to initial recognition, these are
measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised in the consolidated income statement on a straight-line basis over the estimated
useful life of the asset from the date of acquisition. The estimated useful lives are as follows:
• Customer relationships – 8 to 25 years
• Software – 5 to 10 years
• Brand – 5 to 10 years
The estimated useful lives and residual value are reviewed at each reporting date and adjusted if appropriate,
with the effect of any change in estimate being accounted for on a prospective basis.
Intangible assets acquired separately
Intangible assets that are acquired separately by the Group and have finite useful lives are measured at cost
less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised in the consolidated income statement on a straight-line basis over the estimated
useful life of the asset from the date that they are available for use. The estimated useful lives are as follows:
• Customer relationships – 10 years
• Regulatory licence – 12 years
• Software – 4 years
The estimated useful lives and residual value are reviewed at each reporting date and adjusted if appropriate,
with the effect of any change in estimate being accounted for on a prospective basis .
JTC ANNUAL REPORT 2023 139
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
21. GOODWILL AND OTHER INTANGIBLE ASSETS CONTINUED)
Internally generated software intangible assets
Development costs that are directly attributable to the design and testing of identifiable software products
controlled by the Group are recognised as intangible assets where the following criteria are met:
• it is technically feasible to complete the software so that it will be available for use;
• there is an ability to use or sell the software;
• Management intend to complete the software and use or sell it;
• it can be demonstrated how the software will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use or sell the
software are available; and
• the expenditure attributable to the software during its development stage can be reliably measured.
Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate
portion of relevant overheads. Capitalised development costs are recorded as intangible assets and amortisation
is recognised in the consolidated income statement on a straight-line basis over the estimated useful life of the
asset from the date at which the asset is ready to use. The estimated useful life for internally generated software
intangible assets is four years.
The estimated useful lives and residual value are reviewed at each reporting date and adjusted if appropriate,
with the effect of any change in estimate being accounted for on a prospective basis.
Impairment of non-financial assets
Goodwill that arises on the acquisition of business combinations and intangible assets that have an indefinite
useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events
or changes in circumstances indicate that they might be impaired. Other non-financial assets are tested for
impairment whenever events or changes in circumstances indicate that the carrying amount might not be
recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds
its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal
(“FVLCD”) and value in use (“VIU”). For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows
from other assets or groups of assets (cash-generating units or CGUs). Non-financial assets other than goodwill
that have been previously impaired are reviewed for possible reversal of the impairment at the end of each
reporting period.
The movements in goodwill and other intangible assets are as follows:
1
Customer Regulatory
Goodwill relationships licence Software Brands Total
£’000 £’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2022
327,868
137,769
314
10,861
2,613
479,425
Additions
–
4,288
–
3,018
–
7,306
Additions through business combinations
10,982
5,663
–
–
–
16,645
Disposals
–
–
–
(46)
–
(46)
Exchange differences
24,858
8,884
17
316
268
34,343
At 31 December 2022
363,708
156,604
331
14,149
2,881
537,673
Additions
–
–
–
3,811
–
3,811
Additions through business
combinations
171,108
34,747
–
16
2,455
208,326
Measurement period adjustments
(235)
–
–
–
–
(235)
Impairment charge
–
(737)
–
–
–
(737)
Disposals
–
(1,003)
–
(182)
–
(1,185)
Exchange differences
(11,617)
(4,165)
(6)
(79)
(365)
(16,232)
At 31 December 2023
522,964
185,446
325
17,715
4,971
731,421
Accumulated amortisation
At 1 January 2022
–
24,984
178
5,406
274
30,842
Charge for the year
–
11,219
29
1,817
525
13,590
Disposals
–
–
–
(46)
–
(46)
Exchange differences
–
1,374
11
130
44
1,559
At 31 December 2022
–
37,577
218
7,307
843
45,945
Charge for the year
–
12,799
20
2,276
712
15,807
Disposals
–
(79)
–
(119)
–
(198)
Exchange differences
–
(151)
(4)
(186)
(58)
(399)
At 31 December 2023
–
50,146
234
9,278
1,497
61,155
Carrying amount
At 31 December 2023
522,964
135,300
91
8,437
3,474
670,266
At 31 December 2022
363,708
119,027
113
6,842
2,038
491,728
2
1 In accordance with IFRS 3, the presentation of the 2022 opening balance has been updated for measurement period adjustments.
2 Total amortisation charge includes £1.6m (2022: £1.2m) related to software not acquired through business combinations; the
balance of £14.2m (2022: £12.4m) is excluded when calculating adjusted underlying basic EPS (see note 34.3).
140 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
STRATEGICREPORTCORPORATEGOVERNANCEATIITTSENANALNFEMCSADDITIONALINFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
A1.WO2IOILELNEBSELSNNTRSNEDDTHOTDITNGUGAACIO
(A) COMBINATION OF ICS CGUS
21.1. GOODWILL
At 31 December 2023, Management made an assessment of facts and circumstances and determined that US –
The aggregate carrying amounts of goodwill allocated to each CGU is as follows:
NESF, US – SALI and US – Other should form one CGU (known as “US – ICS CGU”).
The facts and circumstances used in arriving at this conclusion are detailed below:
ee:heruInar tnrcty At iombinaonCt iBusness ganeEhxc At
2na1032J fsoUGC miiatnosnbco erfcsenidef 1332ce02D
UCG
teoN
’000£
’000
£
’000£ ’000£ ’000£
Jersey
66,104
–
–
–
66,104
Guernsey
10,761
–
–
–
10,761
BVI
752
–
–
–
752
Switzerland
2,504
–
–
52
2,556
Cayman
251
–
–
(14)
237
Luxembourg
29,186
–
–
(459)
28,727
Netherlands
14,992
–
–
(258)
14,734
Dubai
1,975
–
–
(105)
1,870
Mauritius
2,656
–
–
(138)
2,518
US – ICS
–
205,421
–
(10,955)
194,466
US – NESF
49,704
(49,704)
–
–
–
US – SALI
144,271
(144,271)
–
–
–
US – Other
11,446
(11,446)
–
–
–
US – SDTC
31.1
–
–
171,108
844
171,952
US – NYPTC
8,062
–
–
(664)
7,398
Ireland
9,051
–
–
(155)
8,896
UK
11,993
–
–
–
11,993
363,708
–
171,108
(11,852)
522,964
• the US ICS CGUs have integrated fully post acquisition;
• components benefit from significant cross-selling revenues;
• Management now forecast, monitor, and drive growth for US ICS revenues through a combined jurisdictional
offering, as opposed to the individual CGUs’ product offerings; and
• collective US Management oversight and decision-making have been in operation during 2023.
Individual assessments have been performed to establish whether impairments existed before consolidation.
Management have concluded no impairment is required for US – NESF, US – SALI, or US – Other CGUs, and have
proceeded to combine into one US – ICS CGU as at 31 December 2023.
Other US CGUs (US – NYPTC and US – SDTC) that relate to the PCS Division will continue to be assessed at their
individual levels.
(B) GOODWILL IMPAIRMENT
Goodwill is not amortised but is tested for impairment annually, or more frequently if events or changes in
circumstances indicate that the carrying amount may not be recoverable. With the exception of US – SDTC and
US – NYPTC, goodwill is monitored at a jurisdictional level by Management. Goodwill is allocated to groups of
CGUs for the purpose of impairment testing and this allocation is made to those CGUs that are expected to benefit
from the business combination in which the goodwill arose.
In the prior year: Balance at Combination Business Exchange Balance at
1 Jan 2022 of CGUs combinations differences 31 Dec 2022
CGU
Note
£’000 £’000 £’000 £’000 £’000
Jersey
66,104
–
–
–
66,104
Guernsey
10,761
–
–
–
10,761
BVI
752
–
–
–
752
Switzerland
2,366
–
–
138
2,504
Cayman
224
–
–
27
251
Luxembourg
27,809
–
–
1,377
29,186
Netherlands
14,220
–
–
772
14,992
Dubai
1,763
–
–
212
1,975
Mauritius
2,379
–
–
277
2,656
US – NESF
44,387
–
–
5,317
49,704
US – SALI
126,136
–
2,598
15,537
144,271
US – Other
10,177
–
–
1,269
11,446
US – NYPTC
31.2
–
–
8,384
(322)
8,062
Ireland
8,796
–
–
255
9,051
UK
11,994
–
–
(1)
11,993
Total
327,868
–
10,982
24,858
363,708
Key assumptions used to calculate the recoverable amount for each CGU
The recoverable amount of all CGUs has been determined based on the higher of VIU and FVLCD. Projected cash
flows are calculated with reference to each CGU’s latest budget and business plan which are subject to a rigorous
review and challenge process. Management prepare the budgets through an assessment of historical revenues
from existing clients, the pipeline of new projects, historical pricing, and the required resource base needed to
service new and existing clients, coupled with their knowledge of wider industry trends and the economic
environment.
Year 1 cash flow projections are based on the latest approved budget and years 2 to 5 on detailed outlooks prepared
by Management. The US – ICS CGU employs a 10 year period due to the significantly longer useful economic life
of their customer relationships, where these cash flow projections are able to be accurately forecasted due to their
recurring nature and increased client longevity.
Previously, the terminal growth rate was based on expected long-term inflation. This has been updated to also
consider the long-term average growth rate for the jurisdiction and services provided.
ACPNU32TJTROLE0NR2A141
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
21. GOODWILL AND OTHER INTANGIBLE ASSETS CONTINUED
21.1. GOODWILL CONTINUED
Management estimate discount rates using pre-tax rates that reflect current market assessments of the time value
of money. In assessing the discount rate applicable to the Group the following factors have been considered:
• long-term treasury bond rates for the relevant jurisdiction;
• the cost of equity based on an adjusted Beta for the relevant jurisdiction; and
• the risk premium to reflect the increased risk of investing in equities.
Management have given due consideration to climate change and any potential impact on projected cash flows.
Such is the nature of JTC’s business and the diversification of customer relationships that Management have
concluded the impact to be immaterial to each of the CGUs recoverable amount.
The recoverable amounts for both the US – SDTC and Ireland CGUs were determined based on FVLCD. These were
calculated using a discounted cash flow method, utilising Level 3 inputs under the IFRS 13 fair value hierarchy.
A summary of the values assigned to the key assumptions used in the VIU and FVLCD are as follows:
• Revenue growth rate: up to 33%
• Terminal value growth rate: between 0.5% to 4.0%
• Discount rate: between 9.6% to 11.2%
The key assumptions used for CGUs where the carrying amount is a significant proportion of the Group’s total
carrying value of goodwill is as follows:
Forecasted average annual Terminal value
revenue growth rate
growth rate
Discount rate
% of Group’s total carrying 2023 2022 2023 2022 2023 2022
CGU value of goodwill % % % % % %
Jersey
12.6
6.8
7.6
2.6
2.5
10.8
11.2
Luxembourg
5.5
8.7
10.9
2.0
2.0
9.9
11.4
US – ICS
37.2
18.2
–
4.0
–
10.9
–
US – SDTC
32.9
13.1
–
2.5
–
10.5
–
At 31 December 2023, the recoverable amount of goodwill determined for each CGU was found to be higher than
its carrying amount.
Sensitivity to changes in assumptions
Management believe that any reasonable changes to the key assumptions on which recoverable amounts are based
would not cause the aggregate carrying amount to exceed the recoverable amount of the CGUs, except for US –
SDTC where for the recoverable amount to equal the carrying amount there would need to be a reduction of
£43.6m. This may be caused by an increase of 1.5% in the discount rate from 10.5% to 12.0%. An increase of 1.6%
in discount rate would result in a £1.98m impairment.
21.2. CUSTOMER RELATIONSHIP INTANGIBLE ASSETS
The carrying amounts of identifiable customer relationship intangible assets acquired separately and through
business combinations are as follows:
Useful Carrying amount
Amortisation economic 2023 2022
Acquisitions period end life (“UEL”) £’000 £’000
During previous financial
reporting periods
Signes
30 April 2025
10 years
412
699
KB Group
30 June 2027
12 years
1,221
1,570
S&GFA
30 September 2025
10 years
689
1,143
BAML
30 September 2029
12 years
4,851
6,016
NACT
31 July 2027
10 years
706
957
Van Doorn
28 February 2030
11.4 years
3,985
4,724
Minerva
30 May 2027 – 30 July 2030
8.7 – 11.8 years
7,387
8,762
Exequtive
31 March 2029
10 years
5,261
6,373
Aufisco
30 June 2029
10 years
398
1,365
Sackville
28 February 2029
10 years
545
681
NESF
30 April 2028
8 years
739
1,256
Sanne Private Clients
30 June 2030
10 years
4,155
4,794
Anson Registrars
28 February 2030
10 years
19
22
RBC cees
31 March 2033
12 years
17,241
19,105
INDOS
31 May 2031
10 years
1,003
1,138
Segue
30 September 2031
10 years
826
1,016
perfORM
30 September 2031
10 years
21
23
Ballybunion
31 October 2031
10 years
2,058
2,362
SALI
31 October 2046
25 years
41,917
46,215
EFS
30 November 2031
10 years
1,136
1,351
Sterling
30 June 2032
10 years
2,621
4,099
NYPTC
31 October 2032
10 years
4,555
5,356
During the year ended
31 December 2023
SDTC
31 January 2036
12.5 years
33,554
–
Total
135,300
119,027
142 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
21. GOODWILL AND OTHER INTANGIBLE ASSETS CONTINUED
21.2. CUSTOMER RELATIONSHIP INTANGIBLE ASSETS CONTINUED
(A) ACQUIRED IN A BUSINESS COMBINATION
On 2 August 2023, the Group recognised customer relationship intangible assets for SDTC of £34.5m ($44.2m)
(see note 31.1(A)). The UEL of twelve and a half years was based on the historical length of relationships as well as
observed attrition rates for companies operating in the personal trust administration sector. At 31 December 2023,
the carrying amount was £33.6m as shown in the previous table.
Key assumptions in determining fair value
The fair value at acquisition was derived using the multi-period excess earnings method (“MEEM”) financial valuation
model. Management consider the following key assumptions to be significant for the valuation of new customer
relationships:
• annual revenue growth;
• the discount rate applied to free cash flow; and
• annual client attrition rate.
Sensitivity analysis
Management carried out a sensitivity analysis on the key assumptions used in the valuation of new customer
relationship intangible assets for SDTC. The following table shows the impact reasonable changes in the UEL/
Attrition rate % and discount rate would have on the valuation of the customer relationships (£’000):
UEL/Attrition rate %
Discount rate
13.3 years/7.5%
12.5 years/8.0%
11.8 years/8.5%
9.5%
3,336
1,357
(420)
10.5%
1,837
–
(1,656)
11.5%
452
(1,256)
(2,802)
Management estimate that any other reasonable change to the key assumptions for the new customer relationship
intangible assets recognised in the year would not result in a significant change to fair value.
(B) IMPAIRMENT
At 31 December 2023, forthcoming legislative changes in the Netherlands were considered to be an indicator of
impairment for the Aufisco customer relationship intangible (“Aufisco”). Having considered all the risk factors, on
1 March 2024, the Group decided to sell its subsidiary, Global Tax Support B.V. (“GTS”). The sale terms included
all GTS clients and associated future cash inflows and the subsequent impairment assessment of Aufisco resulted
in an impairment charge of £0.74m.
For all other customer relationship intangibles, consideration was given to many indicators, including the current
macroeconomic environment and its potential impact on financial performance. With the exception of Aufisco
for the reasons set out above, Management concluded there were no indicators of impairment present at
31 December 2023 .
21.3. BRAND INTANGIBLE ASSETS
(A) ACQUIRED IN A BUSINESS COMBINATION
On 2 August 2023, the Group recognised a brand intangible asset for SDTC of £2.2m ($2.8m) (see note 31.1(A)).
The UEL of five years was based on Management’s expectation, as well as UELs observed for benchmark transactions.
Key assumptions in determining fair value
The fair value at acquisition was derived using a relief from royalty methodology. Management consider the key
assumptions in this model to be the UEL and the royalty rate applied to projected revenue growth.
Sensitivity analysis
Management estimate that any reasonable change to the key assumptions for the new brand intangible asset
recognised in the year would not result in a significant change to fair value.
(B) IMPAIRMENT
Management review brand intangible assets for indicators of impairment at each reporting date and have concluded
that no indicators were present as at 31 December 2023.
22. OTHER NON-FINANCIAL ASSET S
Assets recognised from costs to obtain or fulfil a contract
Incremental costs of obtaining a contract (i.e. costs that would not have been incurred if the contract had not
been obtained) and the costs incurred to fulfil a contract are recognised within non-financial assets if the costs
are expected to be recovered. The capitalised costs are amortised on a straight-line basis over the estimated
useful economic life of the contract. The carrying amount of the asset is tested for impairment on an annual
basis.
2023 2022
£’000 £’000
Non-current
Prepayments
614
361
Assets recognised from costs to obtain or fulfil a contract
2,367
2,008
Total non-current
2,981
2,369
Current
Prepayments
5,237
4,660
Assets recognised from costs to obtain or fulfil a contract
656
549
Current tax receivables
1,006
774
Total current
6,899
5,983
Total other non-financial assets
9,880
8,352
Current and non-current assets recognised from costs to obtain or fulfil a contract include £1.9m for costs to
obtain a contract (2022: £1.2m) and £1.1m for costs incurred to fulfil a contract (2022: £1.3m). The amortisation
charge for the year was £1.1m (2022: £0.8m). Management review assets recognised from costs to obtain or fulfil
a contract and have concluded that there was no impairment at 31 December 2023.
JTC ANNUAL REPORT 2023 143
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
23. DEFERRED TAX
For the accounting policy on deferred income tax, see note 11.
The deferred tax (assets) and liabilities recognised in the consolidated financial statements are set out below:
2023 2022
£’000 £’000
Deferred tax (assets)
(266)
(143)
Deferred tax liabilities
9,474
11,184
9,208
11,041
Intangible assets
9,167
11,097
Other origination and reversal of temporary differences
41
(56)
9,208
11,041
The movement in the year is analysed as follows:
Intangible assets
2023 2022
£’000 £’000
Balance at the beginning of the year
11,097
10,375
Recognised through business combinations
–
1,682
Recognised in the consolidated income statement
(1,694)
(1,531)
Foreign exchange (to other comprehensive income)
(236)
571
Balance at 31 December
9,167
11,097
Other origination and reversal of temporary differences
Balance at the beginning of the year
(56)
(2)
Recognised in the consolidated income statement
97
(54)
Balance at 31 December
41
(56)
At 31 December 2023, the total unrecognised deferred tax (asset) in respect of brought forward losses was
approximately £2.1m (2022: £2.5m).
24. OTHER NON-FINANCIAL LIABILITIES
Deferred income
Fixed fees received in advance across all the service lines and up-front fees in respect of services due under
contract are time apportioned to respective accounting periods, and those billed but not yet earned are included
in deferred income in the consolidated balance sheet. As such liabilities are associated with future services, they
do not give rise to a contractual obligation to pay cash or another financial asset.
Contract liabilities
Commissions expected to be paid over the term of a customer contract are discounted and recognised at the
NPV. The finance cost is charged to the consolidated income statement over the contract life so as to produce
a constant periodic rate of interest on the remaining balance of the liability for each period.
Employee benefit obligations
For the accounting policy on employee benefit obligations, see note 5.
2023 2022
£’000 £’000
Non-current
Contract liabilities
492
216
Employee benefit obligations
815
572
Total non-current
1,307
788
Current
Deferred income
19,639
7,856
Contract liabilities
873
772
Total current
20,512
8,628
Total other non-financial liabilities
21,819
9,416
1
1 Of the £7.9m of deferred income at 31 December 2022, £7.8m was recognised as revenue in the 2023 consolidated
income statement .
144 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
25. PROVISIONS
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate
can be made of the amount of the obligation. Provisions are not recognised for future operating losses.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. If the impact of the time value of money is material, provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money
and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost in the
consolidated income statement.
Dilapidations
The Group has entered into lease agreements for the rental of office space in different countries. There are a
number of leases which include an obligation to remove any leasehold improvements (thus returning the
premises to an agreed condition at the end of the respective lease terms) and to restore wear and tear by
repairing and repainting (this is known as “dilapidations”). The estimated cost of the dilapidations payable at
the end of each tenancy, unless specified, is generally estimated by reference to the square footage of the
building and in consultation with local property agents, landlords and prior experience. Having estimated the
likely amount due, a country specific discount rate is applied to calculate the present value of the expected
outflow. The provisions are expected to be utilised when the leases expire or upon exit. The discounted
dilapidation cost has been capitalised against the leasehold improvement asset in accordance with IFRS 16.
Dilapidations
2023 2022
£’000 £’000
At 1 January
2,153
1,967
Additions
277
219
Additions through business combinations
409
56
Release of unutilised provided amount
(230)
(181)
Unwind of discount
40
22
Amounts utilised
–
(21)
Impact of foreign exchange
(77)
91
At 31 December
2,572
2,153
Analysis of total provisions:
2023 2022
£’000 £’000
Non-current
2,200
1,884
Current
372
269
Total
2,572
2,153
SECTION 5 – EQUITY
26. SHARE CAPITAL AND RESERVES
26.1. SHARE CAPITAL AND SHARE PREMIUM
The Group’s Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of
Ordinary shares are recognised as a deduction from equity, net of any tax effects.
2023 2022
£’000 £’000
Authorised
300,000,000
Ordinary shares (2022: 300,000,000 Ordinary shares)
3,000
3,000
Called up, issued and fully paid
165,521,678
Ordinary shares (2022: 149,061,113 Ordinary shares)
1,655
1,491
Ordinary shares have a par value of £0.01 each. All shares are equally eligible to receive dividends and the repayment
of capital and represent one vote at Shareholders’ meetings of JTC PLC.
Movements in Ordinary shares Note
Share
No. of shares Par value premium
(thousands) £’000 £’000
At 1 January 2022
147,586
1,476
285,852
PLC EBT issue
1,150
12
–
Acquisition of SALI – EBT Contribution
325
3
2,056
Acquisition of SALI – adjust fair value of equity instruments
–
–
2,598
Less: Cost of share issuance
–
–
(71)
Movement in the year
1,475
15
4,583
At 31 December 2022
149,061
1,491
290,435
Shares issued for equity raises
8,857
88
61,912
PLC EBT issue
1,580
16
–
Acquisition of SDTC
31.1
5,978
60
41,359
Acquisition of Segue
17.1
45
–
360
Less: Cost of share issuance
–
–
(1,853)
Movement in the year
16,460
164
101,778
At 31 December 2023
165,521
1,655
392,213
1
2
3
1 On 14 June 2023, the Company issued 8,857,143 Placing Shares at a price of £7.00 per share, raising gross proceeds of £62m for
the Company. The Placing Shares are fully paid and rank pari passu in all respects with the existing shares, including the right to
receive all dividends and other distributions declared, made or paid after the issue date.
2 On 21 June 2023, the Company issued an additional 1,579,636 Ordinary shares to the Company’s Employee Benefit Trust
(“PLC EBT”) (see note 26.2) in order for PLC EBT to satisfy anticipated future exercises of awards granted to beneficiaries.
3 This includes costs associated with the equity raise (£1.7m) and the issue of shares for the acquisition of SDTC (£0.15m).
JTC ANNUAL REPORT 2023 145
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
26. SHARE CAPITAL AND RESERVES CONTINUED
26.2. OWN SHARES
Own shares represent the shares of the Company that are unallocated and currently held by PLC EBT. They are
recorded at cost and deducted from equity. When shares vest unconditionally, are cancelled or are reissued,
they are transferred from the own shares reserve at their cost. Any consideration paid or received for the
purchase or sale of the Company’s own shares is shown as a movement in Shareholders’ equity.
Note
No. of shares PLC EBT
(thousands) £’000
At 1 January 2022
3,171
3,366
EIP award
36.1
(1,411)
–
PSP awards
36.2
(188)
–
DBSP awards
36.3
(62)
–
Other awards
36.4
(70)
–
PLC EBT issue
1,475
12
Purchase of own shares
42
319
Movement in year
(214)
331
At 31 December 2022
2,957
3,697
PSP awards
36.2
(200)
–
DBSP awards
36.3
(48)
–
Other awards
36.4
(89)
–
Acquisition of INDOS
17.1
(212)
–
PLC EBT issue
1,580
15
Purchase of own shares
29
200
Movement in year
1,060
215
At 31 December 2023
4,017
3,912
26.3. OTHER RESERVES
CAPITAL RESERVE
This reserve is used to record the gains or losses recognised on the purchase, sale, issue or cancellation of the
Company’s own shares, which may arise from capital transactions by the Group’s employee benefit trusts as well
as any movements in share-based awards to employees (see note 36).
TRANSLATION RESERVE
The translation reserve comprises all foreign currency differences arising from the translation of the financial
statements of foreign operations.
OTHER RESERVE
Other reserve includes the cash flow hedge reserve, which is used to recognise the effective portion of gains or
losses on derivatives designated and qualifying as cash flow hedges (see note 29.1).
RETAINED EARNINGS
Retained earnings includes accumulated profits and losses.
27. DIVIDENDS
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the
discretion of the entity, on or before the end of the reporting period but not distributed at the end of the
reporting period. Interim dividends are recognised when paid.
The following dividends were declared and paid by the Company for the year:
2023 2022
£’000 £’000
Final dividend for 2021 of 5.07p per qualifying Ordinary share
–
7,322
Interim dividend for 2022 of 3.1p per qualifying Ordinary share
–
4,522
Final dividend for 2022 of 6.88p per qualifying Ordinary share
10,240
–
Interim dividend for 2023 of 3.5p per qualifying Ordinary share
5,785
–
Total dividend declared and paid
16,025
11,844
146 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
SECTION 6 – RISK
28. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
In the application of the Group’s accounting policies, Management are required to make judgements, estimates
and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are regularly evaluated based on historical experience, current
circumstances, expectation of future events and other factors that are considered to be relevant. Actual results
may differ from these estimates. In preparing the financial statements, Management have ensured they have
assessed any direct and indirect impacts of inflation and interest rates when applying IFRS.
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items
which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong.
The following are the critical judgements and estimates that Management have made in the process of applying
the Group’s accounting policies and that have the most significant effect on the amounts recognised in the
consolidated financial statements.
28.1. CRITICAL JUDGEMENTS IN APPLYING THE GROUP’S ACCOUNTING POLICIES
RECOGNITION OF SEPARATELY IDENTIFIABLE INTANGIBLE ASSETS
In 2023, the Group acquired SDTC (see note 31.1). IFRS 3 ‘Business Combinations’ requires Management to identify
assets and liabilities purchased, including intangible assets. Following their assessment, Management concluded
that the intangible assets meeting the recognition criteria were customer relationships and brand. The fair values
at acquisition date were £34.5m ($44.2m) and £2.2m ($2.8m), respectively.
TREATMENT OF CONTINGENT CONSIDERATION FOR SDTC
IFRS 3 ‘Business Combinations’ requires Management to assess whether contingent payments are consideration
or remuneration. Following their assessment, Management concluded the total earn-out of £54.7m ($70.0m) for
SDTC to be contingent consideration (see note 31.1(B)).
28.2. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
RECOVERABILITY OF WIP
To assess the fair value of consideration received for services rendered, Management are required to make an
assessment of the net unbilled amount expected to be collected from clients for work performed to date. To make
this assessment, WIP balances are reviewed regularly on a by-client basis and the following factors are taken into
account: the ageing profile of the WIP, the agreed billing arrangements, value added and status of the client
relationship. See note 13 for the sensitivity analysis.
GOODWILL IMPAIRMENT – KEY ASSUMPTIONS USED TO CALCULATE THE RECOVERABLE
AMOUNT FOR EACH GROUP OF CGUS
Goodwill is tested annually for impairment and the recoverable amount of groups of CGUs is determined based
on a value in use or fair value less costs of sale calculation using cash flow projections containing key assumptions.
See note 21.1 for further detail on key assumptions and sensitivity analysis .
FAIR VALUE OF CUSTOMER RELATIONSHIP INTANGIBLES
The customer relationship intangible assets are valued using the MEEM financial valuation model. Cash flow
forecasts and projections are produced by Management and form the basis of the valuation analysis. Other key
estimates and assumptions used in the modelling to derive the fair values include: annual revenue growth, the
discount rate applied to free cash flow and annual client attrition rates. See note 21.2(A) for the sensitivity analysis.
FAIR VALUE OF EARN-OUT CONSIDERATION FOR SDTC
To derive the fair value of the earn-out contingent consideration, Management assessed the likelihood of achieving
pre-defined revenue targets to determine the value of contingent consideration. Management considers the forecast
revenue to be the key assumption in the calculation of the fair value. See note 31.1(B) for the sensitivity analysis.
29. FINANCIAL RISK MANAGEMENT
The Group is exposed through its operations to the following financial risks: market risk (including foreign currency
risk and interest rate risk), credit risk and liquidity risk.
The Group is exposed to risks that arise from the use of its financial instruments. This note describes the Group’s
objectives, policies and processes for managing those risks and the methods used to measure them.
There have been no material changes in the Group’s exposure to financial instrument risks, its objectives, policies
and processes for managing those risks or the methods used to measure them from previous periods unless
otherwise stated in this note.
General objectives, policies and processes
The Board has overall responsibility for determining the Group’s financial risk management objectives and policies
and, whilst retaining ultimate responsibility for them, it delegates the authority for designing and operating
processes that ensure effective implementation of the objectives and policies to Management, in conjunction with
the Group’s finance department.
The financial risk management policies are considered on a regular basis to ensure that these are in line with the
overall business strategies and the Board’s risk management philosophy. The overall objective is to set policies to
minimise risk as far as possible without adversely affecting the Group’s financial performance, competitiveness
and flexibility.
JTC ANNUAL REPORT 2023 147
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
29. FINANCIAL RISK MANAGEMENT CONTINUED
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
Note
2023 2022
£’000 £’000
Financial assets – measured at amortised cost
Trade receivables
12
32,071
33,290
Work in progress
13
11,615
12,525
Accrued income
14
26,574
23,911
Other receivables
15
4,181
3,991
Cash and cash equivalents
16
97,222
48,861
171,663
122,578
Financial assets – measured at fair value
Other receivables
15
–
371
–
371
Financial liabilities – measured at amortised cost
Trade and other payables
17
94,789
48,722
Loans and borrowings
18
220,531
153,622
Lease liabilities
19
44,041
44,894
359,361
247,238
Financial liabilities – measured at fair value
Derivative financial liabilities
29.1
749
–
Trade and other payables
17
1,902
1,598
2,651
1,598
1
1 Included within trade and other payables is the liability-classified contingent consideration of £1.9m for perfORM (2022: £1.6m)
(see note 17.1)
Management considered the following fair value hierarchy levels in line with IFRS 13.
Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset and liability,
either directly or indirectly
Level 3 – Inputs are unobservable for the asset or liability
Management concluded that the interest rate swap was classified under Level 2, calculated as the present value
of the estimated future cash flows based on observable yield curves, and the liability-classified contingent
consideration was classified under Level 3, as per the valuation methodology outlined in note 17.
29.1. MARKET RISK
Market risk arises from the Group’s use of interest-bearing, tradable and foreign currency financial instruments. It
is the risk that changes in interest rates (interest rate risk) or foreign exchange rates (currency risk) will affect the
Group’s future cash flows or the fair value of the financial instruments held. The objective of market risk management
is to manage and control market risk exposures within acceptable parameters, while optimising the return.
FOREIGN CURRENCY RISK MANAGEMENT AND SENSITIVITY
Foreign currency risk arises when individual Group entities enter into transactions denominated in a currency other
than their functional currency. The Group’s policy is, where possible, to allow Group entities to settle liabilities
denominated in their functional currency with the cash generated from their own operations in that currency.
Where Group entities have liabilities denominated in a currency other than their functional currency (and have
insufficient reserves of that currency to settle them), cash already denominated in the required currency will,
where possible and ensuring no adverse impact on local regulatory capital adequacy requirements (see note 30),
be transferred from elsewhere in the Group.
In order to implement and monitor this policy, on an ongoing basis Management periodically analyse cash reserves
by individual Group entities and in major currencies together with information on expected liabilities due for
settlement. The effectiveness of this policy is measured by the number of resulting cash transfers made between
entities and any necessary foreign exchange trades. Management consider this policy to be working effectively
but continue to regularly assess if foreign currency hedging is appropriate.
The Group’s exposure to the risk of changes in exchange rates relates primarily to the Group’s operating activities
when the revenue or expenses are denominated in a different currency from the Group’s functional and presentation
currency of pounds sterling (“£”). For trading entities that principally affect the profit or net assets of the Group,
the exposure is mainly from Euro and US dollar. The Group’s bank loans are denominated in £, although the facility
is multicurrency.
As at 31 December 2023, the Group’s exposure to its material foreign currency denominated financial assets and
liabilities is as follows:
£
Euro
US dollar
2023 2022 2023 2022 2023 2022
Net foreign currency assets/(liabilities) £’000 £’000 £’000 £’000 £’000 £’000
Trade receivables
18,661
17,612
2,894
3,502
10,021
12,031
Work in progress
8,894
9,628
1,441
1,625
875
743
Accrued income
13,820
12,802
2,314
1,704
10,326
9,395
Other receivables
1,243
1,693
–
374
2,776
2,053
Cash and cash equivalents
12,102
9,811
15,534
10,192
67,669
27,114
Trade and other payables
(8,708)
(10,435)
(7,529)
(6,236)
(79,097)
(32,695)
Loans and borrowings
(223,662)
(153,622)
–
–
–
–
Lease liabilities
(24,966)
(26,621)
(9,168)
(10,863)
(7,093)
(5,603)
Total net exposure
(202,616)
(139,132)
5,486
298
5,477
13,038
148 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
29. FINANCIAL RISK MANAGEMENT CONTINUED
29.1. MARKET RISK CONTINUED
FOREIGN CURRENCY RISK MANAGEMENT AND SENSITIVITY CONTINUED
The following table illustrates the possible effect on comprehensive income for the year and net assets arising
from a 20% strengthening or weakening of UK sterling against other currencies.
1
Effect on comprehensive
Strengthening/ income and net assets
(weakening) of 2023 2022
UK sterling £’000 £’000
Euro
+20%
(914)
(50)
US dollar
+20%
(913)
(2,173)
Total
(1,827)
(2,223)
Euro
(20%)
1,371
74
US dollar
(20%)
1,369
3,259
Total
2,740
3,333
1 Holding all other variables constant.
Inter-company loans
A 20% strengthening of UK sterling would result in a £1.6m foreign exchange loss within the consolidated income
statement. Conversely, a 20% weakening of UK sterling would result in a £2.5m foreign exchange gain.
INTEREST RATE RISK MANAGEMENT AND SENSITIVITY
(A) BANK LOANS
The Group is exposed to interest rate risk as it borrows all funds at floating interest rates. The interest rate applied
to loan facilities is determined using SONIA plus a margin based on net leverage calculations. The Group manages
the interest rate risk by maintaining an appropriate leverage ratio and through this ensuring that the interest rate
is kept as low as possible.
During the current year, the macroeconomic environment resulted in increased interest rates and higher costs for
the Group. Management have continued to assess the risk and the cost versus benefit of taking hedging instruments
to manage this exposure, and upon the refinancing of the RCF on 4 December 2023, entered into a two year interest
rate swap.
(B) HEDGE ACCOUNTING
The Group exercised the choice to use hedge accounting for the two year interest rate swap on its loans and
borrowings in accordance with IFRS 9 ‘Financial Instruments’.
The Group designates certain derivatives held for risk management as hedging instruments in qualifying hedging
relationships. On initial designation of the hedge, the Group formally documents the relationship between the
hedging instruments and hedged items, including the risk management objective, the strategy in undertaking the
hedge and the method that will be used to assess the effectiveness of the hedging relationship.
The Group makes an assessment, both at the inception of the hedge relationship and on an ongoing basis, as to
whether the hedging instruments are expected to be highly effective in offsetting the movements in the fair value
of the respective hedged items during the period for which the hedge is designated.
Cash flow hedges
In accordance with its risk management strategy, the Group entered into interest rate swap contracts to manage
the interest rate risk arising in respect of the floating interest rate exposures on its borrowings.
The Group assessed prospective hedge effectiveness by comparing the changes in the floating rate on its borrowings
with the changes in fair value of allocated interest rate swaps used to hedge the exposure.
The Group has identified the following possible sources of ineffectiveness:
• the use of derivatives as a protection against interest rate risk creates an exposure to the derivative
counterparty’s credit risk which is not offset by the hedged item;
• different amortisation profiles on hedged item principal amounts and interest rate swap notionals;
• for derivatives the discounting curve used depends on collateralisation and the type of collateral used; and
• differences in the timing of settlement of hedging instruments and hedged items.
Management have concluded there are no sources of ineffectiveness.
Instruments used by the Group
The Group holds three interest rate swap contracts which commenced on 4 December 2023 and expire on
4 December 2025, with a blended swap rate of 4.237% (excluding margin). Each of the contracts covers a notional
amount of £60m, and as at 31 December 2023, the Group held 80% (2022: 0%) of fixed rate debt and 20%
(2022: 100%) of floating rate debt, from its total borrowings of £223.7m (2022: £153.6m).
As at 31 December 2023, the interest rate swap contracts were revalued resulting in a financial liability with a fair
value of £0.75m. There was a corresponding loss recorded within other comprehensive income, of which £0.13m
was reclassified to the profit or loss (see note 10).
(C) SENSITIVITY ANALYSIS FOR VARIABLE RATE INSTRUMENTS
An increase/decrease of 100 basis points in interest rates on loans and borrowing with floating interest rates would
have decreased/increased the profit and loss before tax by £1.6m (2022: increase/decrease by 100 basis points,
+/-£1.6m). This analysis assumes that all other variables remain constant.
The Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk
management section of this note.
JTC ANNUAL REPORT 2023 149
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
29. FINANCIAL RISK MANAGEMENT CONTINUED
29.2. CREDIT RISK MANAGEMENT
Credit risk is the risk of financial loss to the Group should a customer or counterparty to a financial instrument fail
to meet its contractual obligations. The Group’s principal exposure to credit risk arises from contracts with customers
and therefore the following financial assets: trade receivables, work in progress and accrued income (together
“customer receivables”).
The Group manages credit risk for each new customer by giving consideration to the risk of insolvency or closure
of the customer’s business, current or forecast liquidity issues and general creditworthiness (including past default
experience of the customer or customer type).
Subsequently, customer credit risk is managed by each of the Group entities subject to the Group’s policy, procedures
and control relating to customer credit risk management. Outstanding customer receivables are monitored and
followed up continuously. Specific provisions incremental to ECL are made when there is objective forward-looking
evidence that the Group will not be able to bill the customer in line with the contract or collect the debts arising
from previous invoices. This evidence can include the following: indication that the customer is experiencing
significant financial difficulty or default, probability of bankruptcy, problems in contacting the customer, disputes
with a customer, or similar factors.
Management give close and regular consideration to the potential impact of the macroeconomic environment
(including increased interest rates) and any climate-related risks upon the customer’s behaviours and ability to
pay. This analysis is performed on a customer-by-customer basis. Such is the diversification across the book in
industries and geographies that any impact is not considered to be material to the recoverability of customer
receivables. For more commentary on this, the ageing of trade receivables and the provisions thereon at the year
end, including the movement in the provision, see note 12.
Credit risk in relation to other receivables is considered for each separate contractual arrangement and the risk of
the counterparty defaulting is considered to be low.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. Cash and
cash equivalents are held mainly with banks which are rated ‘A-’ or higher by Standard & Poor’s Rating Services or
Fitch Ratings Ltd for long-term credit rating.
The financial assets are subject to the impairment requirements of IFRS 9; for further detail of how this is assessed
and measured, see notes 12 to 16.
CREDIT RISK EXPOSURE
Trade receivables, work in progress and accrued income result from the provision of services to a large number of
customers (individuals and corporate), spread across different industries and geographies. The gross carrying
amount of financial assets represents the maximum credit exposure and as at the reporting date this can be
summarised as follows:
Loss Loss
Total allowance Net Total allowance Net
2023 2023 2023 2022 2022 2022
£’000 £’000 £’000 £’000 £’000 £’000
Trade receivables
38,484
(6,413)
32,071
38,935
(5,645)
33,290
Work in progress
11,710
(95)
11,615
12,594
(69)
12,525
Accrued income
26,609
(35)
26,574
23,936
(25)
23,911
Other receivables
4,181
–
4,181
4,362
–
4,362
Cash and cash equivalents
97,222
–
97,222
48,861
–
48,861
178,206
(6,543)
171,663
128,688
(5,739)
122,949
29.3. LIQUIDITY RISK MANAGEMENT
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group
manages liquidity risk to maintain adequate reserves by regular review around the working capital cycle using
information on forecast and actual cash flows. Management have considered the impact of increased interest rates
during the year, and do not consider there to be a significant negative impact on the Group’s ability to meet its
financial obligations.
The Board is responsible for liquidity risk management and it has established an appropriate liquidity risk
management framework for the management of the Group’s short, medium and long-term funding and liquidity
management requirements. Regulation in most jurisdictions also requires the Group to maintain a level of liquidity
in order that the Group does not become exposed.
LIQUIDITY TABLES
The tables detail the Group’s remaining contractual maturity for its financial liabilities with agreed repayment years.
The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date
on which the Group can be required to pay. The table includes both interest and principal cash flows. To the extent
that interest flows are floating rate, the undiscounted amount is derived from interest rates at the balance sheet date.
The contractual maturity is based on the earliest date on which the Group may be required to pay.
150 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
29. FINANCIAL RISK MANAGEMENT CONTINUED
29.3. LIQUIDITY RISK MANAGEMENT CONTINUED
The total contractual cash flows are as follows:
2023
<6 6–12 1–3 3–5 5–10 >10 contractual Total
months months years years years years cash flow
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Loans and borrowings
1
7,292
7,372
253,457
–
–
–
268,121
Trade payables and accruals
19,896
–
–
–
–
–
19,896
Contingent consideration
25,465
–
59,342
–
–
–
84,807
Lease liabilities
3,888
3,888
13,136
10,887
14,012
5,931
51,742
Total
56,541
11,260
325,935
10,887
14,012
5,931
424,566
2022
Total
<6 6–12 1–3 3–5 5–10 >10 contractual
months months years years years years cash flow
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Loans and borrowings
1
4,221
4,344
170,020
–
–
–
178,585
Trade payables and accruals
17,952
–
72
–
–
–
18,025
Contingent consideration
2,734
–
29,358
–
–
–
32,092
Lease liabilities
3,537
3,511
13,225
10,346
14,812
7,806
53,237
Total
28,444
7,855
212,675
10,345
14,812
7,806
281,938
1 This includes the future interest payments not yet accrued and the repayment of capital upon maturity .
30. CAPITAL MANAGEMENT
30.1. RISK MANAGEMENT
The Group’s objective for managing capital is to safeguard the ability to continue as a going concern, while
maximising the return to Shareholders through the optimisation of the debt and equity balance, and to ensure
capital adequacy requirements are met for local regulatory requirements at entity level.
The managed capital refers to the Group’s debt and equity balances; for quantitative disclosures, see note 18 for
loans and borrowings and note 26 for share capital and reserves. For the Group’s risk management and strategy
regarding interest rate and foreign exchange risk, see note 29.1.
30.2. LOAN COVENANTS
The Group has bank loans which require it to meet leverage and interest cover covenants. In order to achieve the
Group’s capital risk management objective, the Group aims to ensure that it meets financial covenants attached to
bank borrowings. Breaches in meeting the financial covenants would permit the lender to immediately recall the loan.
In line with the loan agreement the Group tests compliance with the financial covenants on a bi-annual basis.
Under the terms of the loan facility, the Group is required to comply with the following financial covenants:
• Leverage (being the ratio of total net debt to underlying EBITDA (for LTM at average exchange rates and
adjusted for pro-forma contributions from acquisitions) for a relevant period) must not be more than 3:1.
• Interest cover (being the ratio of underlying EBITDA to net finance charges) must not be less than 4:1.
The Group has complied with all financial covenants throughout the reporting period and is satisfied that there is
sufficient headroom should rising inflation and interest rates adversely affect trading going forward.
30.3. CAPITAL ADEQUACY
Individual regulated entities within the Group are subject to regulatory requirements to maintain adequate capital
and liquidity to meet local requirements in Jersey, Guernsey, Ireland, the Isle of Man, the UK, the US, Switzerland,
the Netherlands, Luxembourg, Mauritius, South Africa and the Caribbean; all are monitored regularly to ensure
compliance. There have been no breaches of applicable regulatory requirements during the reporting period.
JTC ANNUAL REPORT 2023 151
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
SECTION 7 – GROUP STRUCTURE
31. BUSINESS COMBINATIONS
A business combination is defined as a transaction or other event in which an acquirer obtains control of one
or more businesses. Where the business combination does not include the purchase of a legal entity but the
transaction includes acquired inputs and processes applied to those inputs in order to generate outputs, the
transaction is also considered a business combination.
The Group applies the acquisition method to account for business combinations. The consideration transferred
in an acquisition comprises the fair value of assets transferred, the liabilities incurred to the former owners of
the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. The identifiable
assets acquired and liabilities assumed in a business combination are measured at their fair values at the
acquisition date. Acquisition-related costs are recognised in the consolidated income statement as non-
underlying items within operating expenses.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the
acquisition date fair value of any previous equity interest in the acquiree over the fair value of the identifiable
net assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable
assets of the business acquired, the difference is recognised directly in the consolidated income statement as
a gain on bargain purchase.
When the consideration transferred includes an asset or liability resulting from a contingent consideration
arrangement, this is measured at its acquisition-date fair value. Changes in fair value of the contingent
consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding
adjustments against goodwill.
Measurement period adjustments are adjustments that arise from additional information obtained during the
measurement period (which cannot exceed one year from the acquisition date) about facts and circumstances
that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as
measurement period adjustments depends on how the contingent consideration is classified. Contingent
consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent
settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability is
remeasured at subsequent reporting dates at fair value with the corresponding gain or loss being recognised in
the consolidated income statement.
31.1. TC3 GROUP HOLDING LLC AND ITS SUBSIDIARIES INCLUDING SOUTH DAKOTA
TRUST COMPANY LLC (TOGETHER “SDTC”)
On 14 June 2023, JTC entered into an agreement to acquire 100% of the share capital of TC3 Group Holding LLC
and its subsidiaries, including South Dakota Trust Company LLC. SDTC is a US based and market-leading provider
of private client trust services, including the administration of trusts and estates on behalf of HNW and UHNW
individuals. The acquisition is highly complementary to JTC’s existing US operations and establishes JTC as the
leading independent provider of administration services to the US personal trust sector.
Following regulatory approval for the transaction, 100% of the cash consideration was transferred on 2 August
2023, as well as the equity element of initial consideration. The results of the acquired business have been
consolidated from 2 August 2023 as Management concluded this was the date control was obtained by the Group.
The acquired business contributed revenues of £12.8m and underlying profit before tax (before central costs have
been applied) of £5.6m to the Group for the period from 2 August 2023 to 31 December 2023. If the business had
been acquired on 1 January 2023, the consolidated pro-forma revenue and underlying profit before tax for the
period would have been £275.4m and £33.7m, respectively.
(A) IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED ON ACQUISITION
The following table shows, at fair value, the recognised assets acquired and liabilities assumed at the acquisition date:
Note
at acquisition Book value Adjustments Fair value Fair value
£’000 £’000 £’000 $’000
Property, plant and equipment
1
1,941
1,299
3,240
4,146
Intangible assets – computer software
16
–
16
22
Intangible assets – customer relationships
21.2
–
34,540
34,540
44,198
Intangible assets – brand
21.3
–
2,212
2,212
2,831
Trade receivables
831
–
831
1,064
Other receivables
163
–
163
209
Cash and cash equivalents
1,588
–
1,588
2,032
Assets
4,539
38,051
42,590
54,502
Trade and other payables
381
1,385
1,766
2,257
Lease liabilities
1,708
1,076
2,784
3,563
Deferred income
7,177
–
7,177
9,185
Provisions
–
409
409
524
Liabilities
9,266
2,870
12,136
15,529
Total identifiable net (liabilities)/assets
(4,727)
35,181
30,454
38,973
1
Other than those items detailed below and referenced above, all adjustments relate to additional information
obtained post acquisition, about facts and circumstances that existed at the acquisition date.
1 The acquired business leases office premises, a lease liability of £2.8m ($3.6m) is measured at the present value of the remaining
lease payments with a corresponding right-of-use assets.
152 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
31.1. TC3 GROUP HOLDING LLC AND ITS SUBSIDIARIES INCLUDING SOUTH DAKOTA
TRUST COMPANY LLC (TOGETHER “SDTC”) CONTINUED
(B) CONSIDERATION
Total consideration is satisfied by the following:
£’000
$’000
Cash consideration
114,916
147,050
Equity instruments
41,419
53,000
Deferred consideration – PLC EBT contribution
1,499
1,918
Contingent consideration – earn-out
43,728
55,955
Fair value of total consideration at acquisition
201,562
257,923
1
2
3
4
1 This comprises £115.1m ($147.2m) of initial cash consideration paid upon completion less £0.15m ($0.2m) received subsequently
for purchase price adjustments.
2 On 2 August 2023, the Company issued 5,978,400 Ordinary shares at fair value to satisfy the equity element of initial
consideration (see note 26.1).
3 This relates to a £1.6m ($2.0m) contribution to PLC EBT due to be paid during 2024. The amount payable has been discounted to
its present value of £1.5m ($1.9m).
4 A total of up to £54.7m ($70.0m) is payable, subject to meeting revenue targets for the calendar years 2024 and 2025. Based on
Management’s assessment of the budgeted forecast for the period, it is estimated that the contingent consideration payable will
be £54.7m ($70.0m), therefore meeting the earn-out in full. The estimated contingent consideration has been discounted to its
present value of £43.7m ($56.0m) and is payable in a 73.5%/26.5% ratio of cash and JTC PLC Ordinary shares. In determining the
fair value of the contingent consideration payable under IFRS 3 ‘Business Combinations’, Management noted that the seller may
distribute up to £6.6m ($8.4m) of the earn-out to employees of SDTC in recognition of their past service, should the earn-out
targets be met. Management have applied judgment to the treatment of this contingent payment and concluded that the full
earn-out (including the £6.6m ($8.4m)) should be recognised as consideration, as the seller is the main beneficiary of the service
provided and the Company will be required to make any contingent payments regardless of the employment status of the
recipients.
Sensitivity analysis on fair value of earn-out consideration
Management carried out a sensitivity analysis on the output of the key assumptions and estimates used to calculate
the fair value of the earn-out contingent consideration. Management consider the key assumption and estimate
to be forecast revenue for the two year period. A decrease in the forecast revenue of 5% would decrease the earn-
out contingent consideration by £2.7m ($3.5m). Discounted to its present value this would be equal to a £2.2m
($2.8m) decrease.
(C) GOODWILL
£’000
$’000
Total consideration
201,562
257,923
Less: Fair value of identifiable net assets
(30,454)
(38,973)
Goodwill
171,108
218,950
Goodwill is represented by assets that do not qualify for separate recognition or other factors. The acquisition is
highly complementary to JTC’s existing US operations and establishes JTC as the leading independent provider of
administration services to the US personal trust sector, including new customer relationships, a recognised brand
and the effects of an assembled workforce.
(D) IMPACT ON CASH FLOW
£’000
$’000
Cash consideration
114,916
147,050
Less: cash balances acquired
(1,588)
(2,032)
Net cash outflow from acquisition
113,328
145,018
(E) ACQUISITION-RELATED COSTS
The Group incurred acquisition-related costs of £3.8m for legal, professional, advisory and other integration
expenses. These costs have been recognised within other operating expenses in the Group’s consolidated income
statement (see note 6) and are treated as non-underlying items to calculate underlying EBITDA (see note 7).
31.2. NEW YORK PRIVATE TRUST COMPANY (“NYPTC”)
On 31 October 2022, JTC acquired NYPTC, a Delaware non-deposit trust company offering a broad range of services
to HNW and UHNW individuals, families and corporate clients.
At the acquisition date, the fair value of consideration was £17.0m ($19.7m) for acquired identifiable net assets of
£8.6m ($10.0m), resulting in goodwill of £8.4m ($9.7m). Consideration for the acquisition was paid as 100% cash.
Within the acquired identifiable net assets were customer relationship intangibles of £5.7m ($6.6m) with a UEL of
10 years. Deferred tax liabilities of £1.7m ($2.0m) were recognised in relation to identified intangible assets, the
amortisation of which is non-deductible against US Corporation Taxes and therefore creates temporary differences
between the accounting and taxable profits.
JTC ANNUAL REPORT 2023 153
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
32. INVESTMENTS
The Group’s interest in other entities includes an associate and other investments held at cost.
An associate is an entity in which the Group has significant influence, but not control or joint control, over the
financial and operating policies. The Group’s interest in an equity-accounted investee solely comprises an
interest in an associate.
Investments in associates are accounted for using the equity method. Under the equity method, the investment
in an associate is initially recognised at cost, which includes transaction costs. Subsequent to initial recognition,
the carrying amount of the investment is adjusted to recognise the Group’s share of post-acquisition profits or
losses in the consolidated income statement within EBITDA, and the Group’s share of movements in other
comprehensive income of the investee in other comprehensive income. Unrealised gains and losses resulting from
transactions between the Group and the associate are eliminated to the extent of the interest in the associate.
The carrying amount of equity-accounted investments is tested for impairment in accordance with the policy
described in note 21.
Where the Group has an interest in an entity but does not have significant influence, the investment is held at cost.
The following table details the associate and investments the Group holds as at 31 December 2023. The entities
listed have share capital consisting solely of Ordinary shares, which are held directly by the Group. The country of
incorporation is also their principal place of business, and the proportion of ownership interest is the same as the
proportion of voting rights held.
Carrying
% of ownership interest amount
Country of Nature of Measurement 2023 2022 2023 2022
Name of entity incorporation relationship method % % £’000 £’000
Kensington International
Group Pte. Ltd
Singapore
Associate
Equity method
42
42
2,310
2,325
Harmonate Corp.
United States
Investment
Cost
11.2
11.2
805
831
FOMTech Limited
United Kingdom Investment
Cost
0.2
–
250
–
Total investments
3,365
3,156
1
2
3
1 Kensington International Group Pte. Ltd (“KIG”) provides corporate, fiduciary, trust and accounting services and is a strategic
partner of the Group, providing access to new clients and markets in the Far East.
2 Harmonate Corp. (“Harmonate”) provides fund operation and data management solutions to clients in the financial
services industry.
3 FOMTech Limited and its subsidiaries operate a FinTech platform that specialises in venture capital funding.
The summarised financial information for KIG, which is accounted for using the equity method, is as follows:
Summarised income statement
2023 2022
£’000 £’000
Revenue
7,554
7,253
Gross profit
6,313
6,133
Operating expenditure
5,753
4,933
Total comprehensive income for the year
114
668
Summarised balance sheet
2023 2022
£’000 £’000
Non-current assets
650
600
Current assets
6,944
10,805
Current liabilities
(3,365)
(7,141)
Closing net assets
4,229
4,264
Reconciliation of summarised financial information
2023 2022
£’000 £’000
Opening net assets
4,264
3,133
Total comprehensive income for the year
114
668
Foreign exchange differences
(149)
463
Closing net assets
4,229
4,264
Group’s share of closing net assets
1,788
1,803
Goodwill
522
522
Carrying value of investment in associate
2,310
2,325
Impact on consolidated income statements
2023 2022
£’000 £’000
Balance at 1 January
2,325
1,847
Share of (loss)/profit of equity-accounted investee
(15)
478
Balance at 31 December
2,310
2,325
154 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
33. SUBSIDIARIES
In the opinion of Management, the Group’s subsidiaries which principally affect the profit or the net assets of the
Group at 31 December 2023 are listed below. Unless otherwise stated, the Company owns 100% of share capital
consisting solely of Ordinary shares, and the proportion of ownership interests held equals the voting rights held
by the Group. The country of incorporation is also their principal place of business.
Where shareholding and voting rights are less than 100%, Management have considered the circumstances of
each subsidiary shareholding and any specific agreements in support and have concluded that the subsidiaries
should be consolidated (as per the accounting policy in note 3.2), the interest attributed in full to the Company
and no minority interest recognised. Please see specific comments below the table.
Country of incorporation %
Name of subsidiary
and place of business
Activity
holding
JTC Group Holdings Limited
Jersey
Holding
100
JTC Group Limited
Jersey
Head office services
100
JTC (Jersey) Limited
Jersey
Trading
100
JTC Employer Solutions Limited
Jersey
Trading
100
JTC Fund Solutions (Jersey) Limited
Jersey
Trading
100
JTC (Austria) GmbH
Austria
Trading
100
JTC (Bahamas) Limited
Bahamas
Trading
100
JTC (BVI) Limited
British Virgin Islands
Trading
100
JTC (Cayman) Limited
Cayman Islands
Trading
100
JTC Fund Services (Cayman) Ltd
Cayman Islands
Trading
100
JTC Corporate Services (DIFC) Limited
Dubai
Trading
100
JTC Fund Solutions (Guernsey) Limited
Guernsey
Trading
100
JTC Global AIFM Solutions Limited
Guernsey
Trading
100
JTC Registrars Limited
Guernsey
Trading
100
JTC Employer Solutions (Guernsey) Limited
Guernsey
Trading
100
JTC Corporate Services (Ireland) Limited
Ireland
Trading
100
JTC Fund Solutions (Ireland) Limited
Ireland
Trading
100
JTC Global AIFM Solutions (Ireland) Limited
Ireland
Trading
100
INDOS Financial (Ireland) Limited
Ireland
Trading
100
JTC Trustees (IOM) Limited
Isle of Man
Trading
100
JTC Luxembourg Holdings S.à r.l.
Luxembourg
Holding
100
JTC (Luxembourg) S.A.
Luxembourg
Trading
100
JTC Global AIFM Solutions SA
Luxembourg
Trading
100
JTC Corporate Services (Luxembourg) SARL
Luxembourg
Trading
100
JTC Signes Services SA
Luxembourg
Trading
100
Exequtive Services S.à r.l.
Luxembourg
Trading
100
JTC Fiduciary Services (Mauritius) Limited
Mauritius
Trading
100
JTC (Netherlands) B.V.
Netherlands
Trading
100
JTC Holdings (Netherlands) B.V.
Netherlands
Holding
100
JTC Institutional Services Netherlands B.V.
Netherlands
Trading
100
Global Tax Support B.V.
Netherlands
Trading
–
JTC Fund and Corporate Services (Singapore) Pte. Limited
Singapore
Trading
100
JTC Fund Solutions RSA (Pty) Ltd
South Africa
Trading
100
JTC (Suisse) SA
Switzerland
Trading
100
1
Country of incorporation %
Name of subsidiary
and place of business
Activity
holding
JTC Trustees (Suisse) Sàrl
Switzerland
Trading
100
JTC Group Holdings (UK) Limited
UK
Holding
100
INDOS Financial Limited
UK
Trading
100
JTC Fund Services (UK) Limited
UK
Trading
100
JTC Trust Company (UK) Limited
UK
Trading
100
JTC (UK) Limited
UK
Trading
100
JTC UK (Amsterdam) Limited
UK
Holding
100
JTC Registrars (UK) Limited
UK
Trading
100
perfORM Due Diligence Services Limited
UK
Trading
100
JTC USA Holdings, Inc.
US
Trading
100
JTC Miami Corporation
US
Trading
50
JTC Trust Company (South Dakota) Ltd
US
Trading
100
Essential Fund Services, LLC
US
Trading
100
SALI Fund Management, LLC
US
Trading
100
JTC Americas Holdings, LLC
US
Holding
100
JTC Americas TrustCo Holdings, LLC
US
Holding
100
Segue Partners, LLC
US
Trading
100
JTC Trust Company (Delaware) Limited
US
Trading
100
TC3 Group Holding, LLC
US
Holding
100
South Dakota Trust Company, LLC
US
Trading
100
2
1 At 31 December 2023, JTC had a call option to purchase Global Tax Support B.V. for ¤1 from its parent company, therefore
Management had control of this entity and no minority interest is recognised.
2 JTC Miami Corporation is 50% owned by an employee as part of their residential status in the US. The employee has signed a
declaration of trust to confirm they hold the shares in trust for JTC, would vote as directed and would not seek to benefit from
dividends or profit. Management therefore consider it appropriate to attribute 100% of the interest to JTC and no minority interest
is recognised.
JTC PLC has the following dormant UK subsidiaries that are exempt from filing individual accounts with the registrar
in accordance with s448A of Companies Act 2006: PTC Securities Limited, Stratford Securities Limited, St James’s
Securities Limited, JTC Fiduciary Services (UK) Limited, JTC Trustees (UK) Limited, PTC Investments Limited, Castle
Directors (UK) Limited, JTC Securities (UK) Limited, JTC Corporate Services (UK) Limited, JTC Trustees Services (UK)
Limited and JTC Directors (UK) Limited.
JTC ANNUAL REPORT 2023 155
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
SECTION 8 – OTHER DISCLOSURES
34. EARNINGS PER SHARE
Basic Earnings Per Share
The calculation of basic Earnings Per Share is based on the profit for the year divided by the weighted average
number of Ordinary shares for the same year.
Diluted Earnings Per Share
The calculation of diluted Earnings Per Share is based on basic Earnings Per Share after adjusting for the potentially
dilutive effect of Ordinary shares that have been granted.
Adjusted underlying basic Earnings Per Share
The calculation of adjusted underlying basic Earnings Per Share is based on basic Earnings Per Share after
adjusting profit for the year for non-underlying items and to remove the amortisation of acquired intangible
assets and associated deferred tax, amortisation of loan arrangement fees and unwinding of NPV discounts in
relation to contingent consideration.
The Group calculates basic, diluted and adjusted underlying basic Earnings Per Share. The results can be summarised
as follows:
2023 2022
Pence Pence
Basic EPS
14.20
23.92
Diluted EPS
14.07
23.60
Adjusted underlying basic EPS
37.23
33.27
34.1. BASIC EARNINGS PER SHARE
2023 2023
£’000 £’000
Profit for the year
21,821
34,714
No. of shares No. of shares
(thousands) (thousands)
Issued Ordinary shares at 1 January
146,001
144,326
Effect of shares issued to acquire business combinations
2,474
–
Effect of movement in treasury shares held
322
811
Effect of placing
4,862
–
Weighted average number of Ordinary shares (basic):
153,659
145,137
Basic EPS (pence)
14.20
23.92
34.2. DILUTED EARNINGS PER SHARE
2023 2022
£’000 £’000
Profit for the year
21,821
34,714
No. of shares No. of shares
(thousands) (thousands)
Weighted average number of Ordinary shares (basic)
153,659
145,137
Effect of share-based payments issued
1,440
1,930
Weighted average number of Ordinary shares (diluted):
155,099
147,067
Diluted EPS (pence)
14.07
23.60
34.3. ADJUSTED UNDERLYING BASIC EARNINGS PER SHARE
Note
2023 2022
£’000 £’000
Profit for the year
21,821
34,714
Non-underlying items
7
16,188
(1,883)
Amortisation of customer relationships, acquired software and brands
21
14,265
12,400
Impairment of customer relationship intangible asset
21.2
737
–
Amortisation of loan arrangement fees
10
805
1,062
Unwinding of NPV discounts for contingent consideration
10
5,093
3,518
Temporary tax differences arising on amortisation of customer
relationships, acquired software and brands
11
(1,694)
(1,531)
Adjusted underlying profit for the year
57,215
48,280
No. of shares No. of shares
(thousands) (thousands)
Weighted average number of Ordinary shares (basic)
153,659
145,137
Adjusted underlying basic EPS (pence)
37.23
33.27
Adjusted underlying basic EPS is an alternative performance measure which reflects the underlying activities of
the Group. The following definition is not consistent with the requirements of IAS 33.
The Group’s definition of underlying basic EPS reflects the profit for the year adjusted to remove the impact of
non-underlying items (see note 7). Additionally, a number of other items relating to the Group’s acquisition activities
including amortisation of acquired intangible assets and associated deferred tax, impairment of acquired intangible
assets, amortisation of loan arrangement fees and unwinding of NPV discounts in relation to contingent
consideration are removed to present an adjusted underlying basic EPS which is used more widely by external
investors and analysts.
The definition of adjusted underlying basic Earnings Per Share has been updated to include the impairment of
acquired intangible assets. Management consider this adjustment to be consistent with its existing treatment of
acquired intangible assets. Prior to this update, adjusted underlying basic Earnings Per Share was 36.76p
(2022: 33.27p).
156 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
35. CASH FLOW INFORMATION
35.1. CASH GENERATED FROM OPERATIONS
2023 2022
£’000 £’000
Operating profit
52,650
33,803
Adjustments:
Depreciation of property, plant and equipment
8,262
7,883
Amortisation of intangible assets and assets recognised from costs to obtain
or fulfil a contract
16,878
14,378
Equity-settled share-based payment expense
2,716
2,045
EIP share-based payment expense
–
4,780
Share of loss/(profit) of equity-accounted investee
15
(478)
Operating cash flows before movements in working capital
80,521
62,411
Net changes in working capital:
Decrease/(increase) in receivables
164
(10,247)
Increase in payables
4,040
3,202
Cash generated from operations
84,725
55,366
35.2. NON-UNDERLYING ITEMS WITHIN CASH GENERATED FROM OPERATIONS
2023 2022
£’000 £’000
Cash generated from operations
84,725
55,366
Non-underlying items:
Acquisition and integration costs
5,799
3,127
Office start-up
612
768
Other
44
228
Capital distribution from EBT
–
417
Revision of ICS operating model
–
402
Total non-underlying items within cash generated from operations
6,455
4,942
Underlying cash generated from operations
91,180
60,308
35.3. FINANCING ACTIVITIES
Changes in liabilities arising from financing activities:
Lease Lease
liabilities liabilities Borrowings Borrowings
due within due after due within due after
one year year one year one year Total
£’000 £’000 £’000 £’000 £’000
At 1 January 2022
5,463
37,916
–
152,578
195,957
Cash flows:
Acquired on acquisition
216
101
–
–
317
Repayments
(41)
(6,202)
–
–
(6,243)
Other non-cash movements
(1,346)
8,787
–
1,044
8,485
At 31 December 2022
4,292
40,602
–
153,622
198,516
Cash flows:
Acquired on acquisition
554
2,230
–
–
2,784
Drawdowns
–
–
–
118,000
118,000
Repayments
(28)
(7,482)
–
(50,000)
(57,510)
Other non-cash movements
1,299
2,574
–
(1,091)
2,782
At 31 December 2023
6,117
37,924
–
220,531
264,572
1
1
1 Other non-cash movements include the capitalisation and amortisation of loan arrangement fees, foreign exchange movements,
additions and disposals of lease liabilities relating to right-of-use assets and the unwinding of NPV discounts.
35.4. NET DEBT
2023 2022
£’000 £’000
Bank loans
(220,531)
(153,622)
Cash allocated against regulatory and capital adequacy requirements
(11,827)
(15,673)
Loans receivable from employees
–
16
Less: cash and cash equivalents
97,222
48,861
Total net debt
(135,136)
(120,418)
1
1 Represents the minimum cash balance to be held to meet regulatory capital requirements.
JTC ANNUAL REPORT 2023 157
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
36. SHARE-BASED PAYMENTS
The Company operates equity-settled share-based payment arrangements under which services are received
from eligible employees as consideration for equity instruments. The total amount to be expensed for services
received is determined by reference to the fair value at grant date of the share-based payment awards made,
including the impact of any non-vesting and market conditions.
The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based
on Management’s estimate of equity instruments that will eventually vest. At each balance sheet date,
Management revises its estimate of the number of equity instruments expected to vest as a result of the effect
of non-market based vesting conditions. The impact of the revision of the original estimates, if any, is recognised
in the consolidated income statement such that the cumulative expense reflects the revised estimate, with a
corresponding adjustment to equity reserves.
36.1. EMPLOYEE INCENTIVE PLAN (“EIP”)
JTC has an ongoing commitment to the concept of Shared Ownership and adopted the EIP upon listing on the
London Stock Exchange in March 2018. The EIP 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.
All permanent employees of the Group (excluding all Executive Directors of JTC PLC) are eligible to be granted an
award under the EIP at the discretion of the Remuneration Committee.
On 22 July 2021, following the conclusion of the Odyssey business plan (which ran from the IPO until the end of
2020), JTC PLC granted 3,104,007 shares to employees of the Group. Each award was separated into two tranches:
50% vested at the grant date (“Tranche one”) and 50% was 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
(“Tranche two”). Tranche one was expensed in full upon grant and Tranche two was expensed over the one year
vesting period to 22 July 2022. There were no shares granted, exercised or forfeited during 2023.
Details of movements in the number of shares are as follows:
2023
2022
No. of shares No. of shares
(thousan
£’000
(thousands)
£’000
Outstanding at the beginning of the year
–
–
1,479
9,240
Granted
–
–
–
–
Exercised
–
–
(1,411)
(8,813)
Forfeited
–
–
(68)
(427)
Outstanding at the end of the year
–
–
–
–
Following the Odyssey era, the Galaxy business plan commenced in 2021 and its goals were completed by the end
of 2023. The Remuneration Committee will use its discretion to consider the granting of awards under the EIP
scheme during 2024.
36.2. PERFORMANCE SHARE PLAN (“PSP”)
Executive Directors and senior managers may receive awards of shares, which may be granted annually under the
PSP. The maximum policy opportunity award size under the PSP for an Executive Director is 150% of annual base
salary; however, the plan rules allow the Remuneration Committee the discretion to award up to 250% of annual
base salary in exceptional circumstances. The Remuneration Committee determines the appropriate performance
measures, weightings and targets prior to granting any awards. Performance conditions include Total Shareholder
Return relative to a relevant comparator group and the Company’s absolute underlying EPS performance.
The following table provides details for PSP awards:
Fixed amount
No. of shares at fair value
Plan name
Performance period
Grant date
Vest date
(thousands) £’000
PSP 2019
1 January 2019 to 31 December 2021
3 April 2019
19 April 2022
254
614
PSP 2020
1 January 2020 to 31 December 2022
23 April 2020
6 April 2023
213
825
PSP 2021
1 January 2021 to 31 December 2023
20 May 2021
1
283
1,507
PSP 2022
1 January 2022 to 31 December 2024
19 April 2022
1
246
1,384
PSP 2023
1 January 2023 to 31 December 2025
11 April 2023
1
414
2,328
1 The vesting of awards is subject to continued employment and achievement of performance conditions over the specified period.
The awards will vest for each PSP when the conditions have been measured for the relevant performance period.
Details of movements in the number of shares are as follows:
2023
2022
No. of shares No. of shares
(thousan
£’000
(thousands)
£’000
Outstanding at the beginning of the year
673
3,346
733
2,903
Awarded
414
2,328
246
1,384
Exercised
(200)
(771)
(188)
(425)
Forfeited
(3)
(17)
(118)
(516)
Outstanding at the end of the year
884
4,886
673
3,346
158 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
36. SHARE-BASED PAYMENTS CONTINUED
36.3. DEFERRED BONUS SHARE PLAN (“DBSP”)
Depending on the performance of the Group, consideration is given annually by the Remuneration Committee to
the granting of share awards under the DBSP to eligible Directors. This forms part of the annual bonus awards for
performance during the preceding financial year end.
(A) ANNUAL BONUS AWARDS TO EXECUTIVE DIRECTORS
For performance during the year ended 31 December 2023, the portion of bonus earned by Executive Directors in
excess of 50% of salary has been deferred into shares. The date of grant will be determined following the release
of the annual report for the relevant performance period.
1
Fixed amount
Plan name
Performance period
Vest date
£’000
ED DBSP 1
Year ended 31 December 2023
1 January 2026
116
1 The vesting of awards is subject to continued employment up to the vest date.
(B) ANNUAL BONUS AWARDS TO DIRECTORS
In previous years, the Remuneration Committee exercised its discretion and in accordance with the DBSP rules,
determined that 50% of the annual cash bonus awards for Directors would be awarded as shares. The portion of
the bonus award deferred into shares was expensed over the three year period to the date of vest. For the year
ended 31 December 2023, the Remuneration Committee intends to make annual bonus awards to Directors in
cash rather than deferring a portion of the bonus into shares. Due to this change, the cash bonus awards have been
expensed in full and are shown within salaries and Directors fees. The remaining expenses associated with DBSP
4 and DBSP 5 awards that continue to the vesting date are shown within non-underlying (see note 7
3
).
The following table provides details for each DBSP award for Directors:
No. of shares Fixed amount
Plan name
Performance period
Grant date
Vest date
1
(thousands) £’000
DBSP 2
Year ended 31 December 2019
23 April 2020
23 April 2022
73
313
DBSP 3
Year ended 31 December 2020
14 April 2021
1 January 2023
56
364
DBSP 4
Year ended 31 December 2021
19 April 2022
1 January 2024
67
476
DBSP 5
Year ended 31 December 2022
11 April 2023
1 January 2025
96
679
1 The vesting of awards is subject to continued employment up to the vest date.
Details of movements in the number of shares held within the DBSP schemes at the year end were as follows:
2023
2022
No. of shares No. of shares
(thousan
£’000
(thousands)
£’000
Outstanding at the beginning of the year
109
756
114
614
Awarded
96
680
67
476
Exercised
(48)
(315)
(62)
(267)
Forfeited
(4)
(29)
(10)
(67)
Outstanding at the end of the year
153
1,092
109
756
36.4. OTHER AWARDS
AD HOC AWARDS
The Group may offer ad hoc awards to Directors joining the business. The award is expensed from the start of their
employment, with the value being a fixed amount as stated in the employee’s offer letter. The number of shares
awarded is determined by the mid-market close price at the grant date which is at the next available window
since their start date (typically April or September). The awards will vest two years following grant subject to
continued employment.
NEW JOINER AWARDS
As part of the Group’s commitment to 100% employee share ownership, a share award is made to every employee
joining the business. The award is expensed from the start of their employment with the amount based on a pre-
determined number of shares as stated in the employee’s offer letter. Following successful completion of their
probationary period, the shares are granted at the next available window (typically April or September). The awards
will vest two years following grant subject to continued employment.
EMPLOYEE REFERRAL SCHEME
As part of the Group’s employee referral scheme, permanent employees up to senior manager level are eligible to
receive a pre-determined bonus when a referred employee is hired following completion of their probation period.
The award is comprised of an initial 50% cash payment and a 50% share award. The number of shares will be
calculated using the mid-market close price on the date the referred employee completes their probationary period
and expensed from this date. The shares will be granted at the next available window (typically April and September)
and will vest one year following grant subject to continued employment.
JTC ANNUAL REPORT 2023 159
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
36. SHARE-BASED PAYMENTS CONTINUED
36.4. OTHER AWARDS CONTINUED
Details of movements in the number of shares are as follows:
2023
2022
No. of shares No. of shares
(thousan
£’000
(thousands)
£’000
Outstanding at the beginning of the year
254
2,104
260
2,102
Awarded
41
296
86
683
Exercised
(89)
(673)
(70)
(451)
Forfeited
(16)
(174)
(22)
(230)
Outstanding at the end of the year
190
1,553
254
2,104
1
1 In 2021, as part of the RBC cees acquisition, the Group inherited historical share awards for the eligible directors of the acquired
entities. These awards are settled in cash or a combination of 50% cash and 50% equity, as such they are recorded as a liability
with the fair value being remeasured at each reporting period end. At the date of acquisition, 141,875 shares with a fair value of
£0.88m were awarded. During the year, 41,391 shares vested (2022: 52,622 shares), the fair value of the outstanding awards as at
31 December 2023 is £0.3m (2022: £0.5m).
36.5. EXPENSES RECOGNISED DURING THE YEAR
The equity-settled share-based payment expenses recognised during the year, per plan and in total, are as follows:
2023 2022
£’000 £’000
PSP awards
1,616
879
DBSP awards
471
455
Other awards
747
788
Share-based payments
2,834
2,122
EIP share-based payments
–
4,780
Total share-based payments expense
2,834
6,902
1
1 The share-based expense in the capital reserve of £4.22m (2022: £2.04m) includes other awards that are 100% cash settled as
well as those that are settled 50% cash and 50% equity (2023: £0.12m, 2022: £0.08m); also included is £1.5m contingent
consideration for INDOS (see note 17.1).
37. CONTINGENCIES
The Group operates in a number of jurisdictions and enjoys a close working relationship with all of its regulators.
It is not unusual for the Group to find itself in discussion with regulators in relation to past events. With any such
discussions there is inherent uncertainty in the ultimate outcome but the Board currently does not believe that
any such current discussions are likely to result in an outcome that would have a material impact upon the Group.
38. FOREIGN CURRENCY
The individual financial statements of each Group company are presented in the currency of the primary
economic environment in which it operates (its functional currency). For the purpose of the consolidated
financial statements, the results and financial position of each Group company are expressed in pounds
sterling, which is the functional currency of the Company and the presentation currency for the consolidated
financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the
entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates
of the transactions.
At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing at that date. Exchange differences are recognised in the consolidated income
statement in the year in which they arise.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s
operations with a functional currency other than pounds sterling are translated at exchange rates prevailing on
the balance sheet date.
Income and expense items are translated at the average exchange rates for the year, unless exchange rates
fluctuate significantly during that year, in which case the exchange rates at the date of transactions are used.
Goodwill and other intangible assets arising on the acquisition of a foreign operation are treated as assets of
the foreign operation and are translated at the closing rate. Exchange differences arising, if any, are recognised
in other comprehensive income and accumulated in equity in the translation reserve.
For the year ended 31 December 2023, mainly due to the Euro and US dollar foreign currency exchange rate
movements, we have recognised the following:
• a foreign exchange loss of £7.0m in other comprehensive income (2022: £21.3m gain) upon translating our
foreign operations to our functional currency; and
• a foreign exchange loss of £9.6m (2022: £14.4m gain) in the consolidated income statement upon the
retranslation of monetary assets and liabilities denominated in foreign currencies.
160 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023 CONTINUED
39. RELATED PARTY TRANSACTIONS
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated
on consolidation and are not disclosed in this note.
39.1. KEY MANAGEMENT PERSONNEL
The Group has defined key management personnel as Directors and members of senior management who have
the authority and responsibility to plan, direct and control the activities of the Group. The remuneration of key
management personnel in aggregate for each of the specified categories is as follows:
2023 2022
£’000 £’000
Salaries and other short-term employee benefits
3,136
2,716
Post-employment and other long-term benefits
119
145
Share-based payments
1,624
979
EIP share-based payments
–
115
Total payments
4,879
3,955
39.2. OTHER RELATED PARTY TRANSACTIONS
The Group’s associate, KIG (see note 32), has provided £0.55m of services to Group entities during the year
(2022: £0.94m).
39.3. ULTIMATE CONTROLLING PARTY
JTC PLC is the ultimate controlling party of the Group.
40. CONSIDERATION OF CLIMATE CHANGE
As set out in the TCFD disclosures on pages 51 and 52 of this Annual Report, climate change has the potential to
give rise to a number of transition risks, physical risks and opportunities.
In preparing the consolidated financial statements, Management have considered the impacts and areas that could
potentially be affected by climate-related changes and initiatives. No material impact was identified on the key areas
of judgement or sources of estimation uncertainty for the year ended 31 December 2023. Items that may be impacted
by climate-related risks and were considered by Management were the recoverability of trade receivables (see note
12) and the cash flow forecasts used in the impairment assessments of goodwill (see note 21.1).
Whilst Management consider there is no material medium-term impact expected from climate change, they are
aware of the ever-changing risks related to climate change and will ensure regular assessment of risks against
judgements and estimates when preparing the consolidated financial statements.
41. EVENTS OCCURRING AFTER THE REPORTING PERIOD
There were no other post balance sheets events other than those discussed within the annual report or detailed below.
41.1. ACQUISITION OF BLACKHEATH CAPITAL MANAGEMENT LLP (“BLACKHEATH”)
On 4 March 2024, following regulatory approval from the UK Financial Conduct Authority, JTC announced the
completion of the acquisition of 100% of the rights, shares and interests in Blackheath, a partnership known for
its bespoke asset management and advisory services. Initial consideration of £0.7m was settled in £0.56m cash
and through the issuance of 18,435 JTC PLC Ordinary shares. Contingent consideration up to a maximum of £0.7m
is payable subject to achieving performance targets for the period to 31 December 2024. This would be due on or
before 1 April 2025 and would be settled in a 80%/20% ratio of cash and JTC PLC Ordinary shares.
This acquisition will complement and enhance JTC’s existing Global AIFM Solutions businesses in Ireland, Luxembourg
and Guernsey and extends our ability to provide Management Company (ManCo) services to UK-domiciled funds.
At the date the consolidated financial statements were authorised for issue, it was impracticable to disclose the
information required by IFRS 3 ‘Business Combinations’ as some of the required information was not available.
JTC ANNUAL REPORT 2023 161
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
GLOSSARY
GLOSSARY
DEFINED TERMS
The following list of defined terms is not intended to be
an exhaustive list of definitions, but provides a list of the
defined terms used in this Annual Report
ADJUSTED UNDERLYING BASIC EARNINGS
PER SHARE
Profit for the year is adjusted to remove the impact of
non-underlying items and to remove the amortisation
of acquired intangible assets and associated deferred
tax, amortisation of loan arrangements and unwinding
of NPV discounts in relation to contingent consideration.
It is then divided by the weighted average number of
Ordinary shares
AGM
Annual General Meeting
AI
Artificial Intelligence
AIFM
Alternative Investment Fund Manager
AML
Anti-Money Laundering
APM
Alternative performance measures
AUA
Assets under Administration
AUFISCO
Aufisco B.V. and Oak Tree Management B.V.
BALLYBUNION
Ballybunion Capital Limited (now JTC Global AIFM
Solutions (Ireland) Limited)
BEIS
UK Government Department for Business, Energy and
Industrial Strategy.
BLACKHEATH
Blackheath Capital Management LLP
BOARD OR PLC BOARD
The Board of JTC PLC
BREEAM
Building Research Establishment Environmental
Assessment Methodology
CAGR
Compounded Annual Growth Rate
CASH CONVERSION
The ratio of underlying net cash from operating activities
compared with underlying EBITDA
CBPE
CBPE Capital, the Private Equity partner in Malbec era
CCO
Chief Commercial Officer
CDP
Carbon Disclosure Project
CEO
Chief Executive Officer
CFO
Chief Financial Officer
CFT
Combating the Financing of Terrorism
CGU
Cash-generating unit
COMPANY
JTC PLC
COO
Chief Operating Officer
COSMOS ERA
Business plan era commencing January 2024
CPF
Counter Proliferation Financing
COVID
The global pandemic caused by Covid-19
CPD
Continuing Professional Development
CRO
Chief Risk Officer
CRS
Common Reporting Standards
CSO
Chief Sustainability Officer
CSR
Corporate Social Responsibility
DBSP
Deferred Bonus Share Plan
DE&I
Diversity, Equity and Inclusion
EBIT
Profit before interest and tax
EBITDA
Profit from operating activities before depreciation,
amortisation, interest and tax
EBT
Employee Benefit Trust
ECL
Expected credit losses
EDGE
Internally developed client portal for private clients and
part of the JTC Private Office proposition
EFS
Essential Fund Services, LLC
EIP
JTC PLC Employee Incentive Plan
EMEA
Europe, Middle East and Africa
ENPS
Employee net promoter score
EPS
Earnings Per Share
ESG
Environmental, Social and Governance
EVF
Employee Voice Forum
EXCO
Executive Committee
FATCA
Foreign Account Tax Compliance Act
FCA
Financial Conduct Authority
FRAME works
JTC’s proprietary internal performance management
system
FRC
Financial Reporting Council
162 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
GLOSSARY CONTINUED
FTSE
Financial Times Stock Exchange
FVLCD
Fair value less costs of disposal
FVOCI
Fair value through other comprehensive income
FVTPL
Fair value through profit or loss
GALAXY ERA
Business plan era spanning 2021 to 2023
GDP
Gross domestic product
GHB
Group Holdings Board
GHG
Greenhouse gases, as related to emissions disclosures
GROUP
The Company and its subsidiaries
GTS
Global Tax Support B.V.
H1
First six months of year
HNW
High net worth
IAS
International Accounting Standards
ICS
Institutional Client Services
IFRS
International Financial Reporting Standards as adopted
by the European Union
INDOS
INDOS Financial Limited
IPO
Initial Public Offering
ISAE 3402
Assurance standard developed by the International
Auditing and Assurance Standards Board and supported
by the International Federation of Accountants
JOOGLE
JTC’s global intranet
KPI
Key performance indicator
LSE
London Stock Exchange
LTM
Last twelve months
LVW
Lifetime Value Won is 14 times annualised value of work
won minus value of attrition in past year
M&A
Merger and acquisition
MALBEC ERA
Business plan era spanning 2012 to 2017
MANAGEMENT
The Directors of JTC Group Holdings Limited
MBO
Management buyout
MEEM
Multi-period excess earnings method financial valuation
model
MHFA
Mental Health First Aider
NED
Non-Executive Director
NET DEBT
Total debt and total committed capital distributions less
cash and cash equivalents
NET LEVERAGE
Total net debt divided by underlying EBITDA (for the LTM
at average foreign exchange rates) adjusted for pro-
forma contribution from acquisitions and synergies
NET ORGANIC REVENUE GROWTH
Revenue growth from clients not acquired through
business combinations and reported on a constant
currency basis
NON-UNDERLYING ITEMS
These represent specific items of income or expenditure
that are not of an operational nature and do not
represent the underlying operating results, and based
on their significance in size or nature are presented
separately to provide further understanding about the
financial performance of the Group
NPV
Net present value
NYPTC
New York Private Trust Company
ODYSSEY ERA
Business plan era spanning 2018 to 2020
OECD
Organisation for Economic Co-operation and
Development
PCS
Private Client Services
PE
Private Equity
PERFORM
perfORM Due Diligence Services Limited
PLC EBT
JTC PLC Employee Benefit Trust
PRO-FORMA
Taking into account a full year’s trading
PSP
Performance Share Plan
PWC
PricewaterhouseCoopers CI LLP
R&C
Risk and Compliance
RBC CEES
RBC cees Limited (now JTC Employer Solutions Limited)
RECOMMENDATION FOR SIGNING OR RFS
A JTC internal control tool ensuring that decisions made
by the business are thoroughly documented, reviewed
and approved at an appropriate level on a ‘six-eyes’ basis
ROIC
A post-tax return on invested capital
ROW
Rest of the World
S172 STATEMENT
Section 172 of the UK Companies Act 2006
SALI
SALI Fund Management, LLC and SALI GP Holdings, LLC
JTC ANNUAL REPORT 2023 163
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
GLOSSARY CONTINUED
SASB
Sustainability Accounting Standards Board
SBTI
Science Based Targets initiative
SDTC
TC3 Group Holdings LLC and its subsidiaries, including
South Dakota Trust Company LLC
SEGUE
Segue Partners LLC
SHAREHOLDER
Any holder of Ordinary shares at any time
SHARES
The Ordinary shares in the capital of the Company
SONIA
Sterling Overnight Interbank Average Rate
TALISMAN
JTC’s proprietary talent management and succession
planning programme
TCFD
Task Force on Climate-related Financial Disclosures
THE CODE
The UK Corporate Governance Code 2018
UHNW OR UHNWI
Ultra high net worth or Ultra high net worth individual
UNDERLYING CASH CONVERSION
The ratio of underlying net cash from operating activities
compared with underlying EBITDA adjusted to normalise
the timing impact of acquired companies
UNDERLYING EBITDA
EBITDA excluding specific items of income or expenditure
that are not of an operational nature and do not
represent the underlying operating results
UNDERLYING EBITDA MARGIN
Underlying EBITDA divided by revenue, and expressed
as a percentage
UNDERLYING GROSS PROFIT
Gross profit (being revenue less direct staff and other
direct costs) excluding specific items of income or
expenditure that are not of an operational nature and
do not represent the underlying operating results
UNDERLYING GROSS PROFIT MARGIN
Underlying gross profit divided by revenue, and
expressed as a percentage
UNDERLYING LEVERAGE
Total net debt divided by underlying EDITDA
UNDERLYING PROFIT FOR THE YEAR
Profit for the year excluding specific items of income or
expenditure that are not of an operational nature and
do not represent the underlying operating results
UN PRI
UN Principles for Responsible Investment
VIU
Value in use
WACC
Weighted average cost of capital
YOY
Year on Year
164 JTC ANNUAL REPORT 2023
STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
COMPANY
INVESTOR RELATIONS
DAVID VIEIRA
Chief Communications Officer
JTC House
28 Esplanade
St Helier
Jersey
JE4 2QP
Email david.vieira@jtcgroup.com
Call +44 1534 816 246
MEDIA RELATIONS
DAVID VIEIRA
Chief Communications Officer
JTC House
28 Esplanade
St Helier
Jersey
JE4 2QP
Email david.vieira@jtcgroup.com
Call +44 1534 916 246
COMPANY SECRETARY
JTC (JERSEY) LIMITED
JTC House
28 Esplanade
St Helier
Jersey
JE4 2QP
Email jtc@jtcgroup.com
Call +44 1534 700 000
REGISTRAR
COMPUTERSHARE INVESTOR
SERVICES(JERSEY)LIMITED
Queensway House
Hilgrove Street
St Helier
Jersey
JE1 1ES
Call +44 370 707 4040
ADVISERS
FINANCIAL ADVISERS
DEUTSCHE NUMIS
45 Gresham Street
London
EC2V 7BF
Email numis_jtc@dbnumis.com
Call +44 20 7260 1000
BERENBERG
60 Threadneedle Street
London
EC2R 8HP
Email JTC@berenberg.com
Call +44 20 3207 7800
AUDITOR
PRICEWATERHOUSECOOPERS CI LLP
37 Esplanade
St Helier
Jersey
JE1 4XA
Call +44 1534 838200
FINANCIAL PUBLIC RELATIONS
CAMARCO
107 Cheapside
London
EC2V 6DN
United Kingdom
Email info@camarco.co.uk
Call +44 20 3757 4980
BANKERS
THE ROYAL BANK OF SCOTLAND
INTERNATIONALLIMITED
71 Bath Street
St Helier
Jersey
JE4 8PJ
Call +44 1534 285200
INVESTOR RELATIONS INFORMATION
Design and production
www.luminous.co.uk
Symbol Freelife Satin is an
Environmentally friendly E.C.F.
paper sourced from well-managed,
responsible FSC®certified forests
and other controlled sources.
Manufactured from a blend of
virgin FSC pulps with a minimum
of 40% recycled fibre. Its premium
white shade makes this one of the
whitest coated papers currently
available in the UK.
JTC PLC
JTC HOUSE
28 ESPLANADE
ST HELIER
JERSEY
JE2 3QA
CHANNEL ISLANDS
JTCGROUP.COM