17th Apr 2025 07:00
17 April 2025
JTC PLC
(the "Company" and together with its subsidiaries "JTC" or the "Group")
Annual Financial Report and Notice of AGM
Further to the release of the Company's final results announcement on 8 April 2025, JTC announces that it has published its 2024 Annual Report and Accounts and Notice of 2025 Annual General Meeting. The following documents are being distributed or made available to shareholders electronically today, Thursday 17 April 2025:
- 2024 Annual Report and Accounts
- Notice of 2025 Annual General Meeting
- Form of Proxy for the 2025 Annual General Meeting
In compliance with Listing Rule 9.6.1 copies of the above documents will be submitted to the National Storage Mechanism and will be available at its website once this process is complete: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
A copy of the Notice of 2025 Annual General Meeting is available on request from the Company Secretary. The 2024 Annual Report and Accounts will shortly be available to view and download from the Company's website: www.jtcgroup.com/investor-relations/
Participation and Voting at the AGM
The Company's 2025 Annual General Meeting will be held at 9:30am on Wednesday 21 May 2025 at JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA.
Shareholders are encouraged to appoint a proxy in order to vote on the matters being considered at 2024 Annual General Meeting. Shareholders may appoint a proxy via the CREST electronic proxy appointment service or by completing a Proxy Form to be lodged with Company's Registrar, Computershare Investor Services (Jersey) Limited, by post or electronically via the internet no later than 9.30am on 19 May 2025.
Shareholders are also encouraged to submit any questions they may have for the Board before the 2025 Annual General Meeting by emailing [email protected] by no later than 11 a.m. on 17 May 2025. Please include the Shareholder's name and Shareholder Reference Number (which can be found on the share certificate or proxy form) in your email. Answers to the questions on key themes will be published on the Company's website (www.jtcgroup.com/investor-relations) on 19 May 2025.
Information required under Disclosure Guidance and Transparency Rule 6.3.5
In accordance with DTR 6.3.5, additional information is set out in the appendices to this announcement. The information contained in the appendices, which is extracted from the 2024 Annual Report and Accounts, is included solely for the purposes of complying with DTR 6.3.5. The information should be read in conjunction with the Final Results Announcement, released on 8 April 2025. This announcement and the Final Results Announcement together constitute the material required by DTR 6.3.5 to be communicated to the media in unedited full text. This material is not a substitute for reading the full 2024 Annual Report and Accounts. Page numbers and notes in the following appendices refer to page numbers and notes in the 2024 Annual Report and Accounts.
For further information, please contact:
Miranda Lansdowne
JTC PLC
+44 1534 700 000
Appendices
A - Principal and Emerging Risks and Uncertainties
B - Directors' responsibility statement
C - Dividend Declaration
Enquiries
JTC PLC +44 (0)1534 700 000
Miranda Lansdowne
Camarco +44 (0)20 3757 4985
Geoffrey Pelham-Lane
Sam Morris
About JTC
JTC is a publicly listed, global professional services business with deep expertise in fund, corporate and private client services. Every JTC person is an owner of the business and this fundamental part of our culture aligns us with the best interests of all our stakeholders. Our purpose is to maximize potential and our success is built on service excellence, long-term relationships and technology capabilities that drive efficiency and add value.
www.jtcgroup.com
Forward Looking Statements
This announcement may contain forward looking statements. No forward looking statement is a guarantee of future performance and actual results or performance or other financial condition could differ materially from those contained in the forward looking statements. These forward looking statements can be identified by the fact they do not relate only to historical or current facts. They may contain words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "projected", "expect", "estimate", "intend", "plan", "goal", "believe", "achieve" or other words with similar meaning. By their nature forward looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of these influences and factors are outside of the Company's control. As a result, actual results may differ materially from the plans, goals and expectations contained in this announcement. Any forward looking statements made in this announcement speak only as of the date they are made. Except as required by the FCA or any applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement.
APPENDIX A - Principal and Emerging Risks and Uncertainties
The following description of the principal and emerging risks and uncertainties that the Company faces is extracted from the 2024 Annual Report and Accounts (pages 63 - 69):
Principal risks and material controls
Following the evolution of the Group's risk taxonomy described above, the Group formally re-examined those Level 2 risk categorisations that it considered were its principal risks.
A principal risk is a risk or combination of risks which we have assessed as having the capacity to seriously affect the performance, future prospects or reputation of the Group. These will include risks we consider could threaten our business model, future performance, solvency or liquidity.
The revised principal risks are set out on the following pages, including notes describing the 2024 changes made to the Group's assessment of its principal risks.
The Group maintains controls and undertakes measures to ensure that we monitor and manage all elements of our business activities and make sure there is continued awareness of key controls and requirements.
Key controls include:
· Clearly defined approach to risk appetite
· Business Risk Assessment (BRA) Framework for the evaluation and identification and evaluations of financial crime and other enterprise risks
· Group Compliance Framework including dedicated monitoring function
· Segregation of duties for transaction processing including rigorous six-eyes Recommendation for Signing (RfS) approval process
· Proactive fraud prevention measures including authentication identification measures
· Sophisticated cyber security practices including protective systems to detect and prevent operational risks, employee training and periodic testing
· Well-established acquisition due diligence framework
· Employee training programmes to foster risk awareness
· Performance scorecards to drive business performance but balanced against people and risk management measures
· Robust IT infrastructure and tested BCPs
· Rigorous human resource screening andon-boarding process
· Well-established talent development programme to support employee retention
· Induction and ongoing training awareness for all employees
· Annual confirmation declarations from all employees with all core Group policies and procedures
· Whistleblowing mechanisms
· Established Group Risk Escalation process for timely identification and consideration of risk events
The Group also holds appropriate insurances in excess of regulatory requirements to further support its control environment.
Risk appetite level definitions
Minimal: Preference for ultra-safe business outcomes or options that have a low degree of inherent risk and only for limited reward potential.
Cautious: Preference for safe outcomes or options that have a low degree of inherent risk and may only have limited potential for reward.
Open: Willing to consider all potential outcomes and options and choose one that is most likely to result in a successful outcome whilst providing an acceptable level of reward (or value for money).
Seek: Eager to be innovative and to choose outcomes and options offering potentially higher business rewards despite greater inherent risk.
Mature: Confident in setting high levels of risk appetite because controls, forward scanning and responsiveness systems are robust.
Level 1 Risk Category & Risk Appetite | Description |
Strategy Delivery 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 preserve the organisational culture and protect the Group franchise from material damage to its reputation from strategic delivery by actively ensuring that business is satisfactorily assessed and managed by the appropriate level of management and governance oversight. There is tolerance to take decisions with potential to expose the Group to higher inherent risk and additional scrutiny but only where appropriate steps have been taken to minimise any exposure and appropriate consideration is given to the risk/reward ratio. Risk appetite is tempered, where appropriate, to the Board's approach to sustainability and the Group's determination to be a carbon neutral organisation. |
Operational 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 maintain adequate regulatory capital, accurately report its financial position, meet its financial forecasts, meet loan covenant obligations or expose earnings to currency fluctuations, impairment losses or fraud. |
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/proliferation legislation. It recognises that failures in compliance cannot be entirely avoided. However, the Group strives to reduce these to an absolute minimum. Exceptionally, the Board has tolerance to provide regulatory challenge in cases of ambiguity or where a clear difference of opinion as to compliance arises. |
Financial Crime Minimal | The Board has no tolerance for the facilitation of money laundering or terrorist/proliferation financing and maintains a minimal appetite for any failure to design and operate the Group's operations in a manner that can be reasonably considered to prevent, detect and report financial crime including fraud, bribery and corruption. |
Human Resources 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. |
ESG Minimal | The Board has minimal appetite for any failure to meet its sustainability objectives within the ESG framework, particularly regarding people, data and the environment. |
Level 1Primary, overarching risk elements, containing eight components | Level 2Represents the cohorts of specific risksJTC is exposed to | Principal Risk |
1. Strategic | Acquisition | X |
Competitor and client demand1 | ||
Strategy & culture2 | X | |
2. Financial | Performance of business | X |
Earnings (FX) | ||
Impairment | ||
Financing | ||
Reporting3 | X | |
Capital adequacy | ||
3. Operational | Client4 | X |
Process4 | ||
Resilience & Business Continuity | ||
Technology/Data Security5 | X | |
4. Political/Regulatory | Listing rules | |
Political | ||
Regulatory | ||
Compliance6 | X | |
5. Financial Crime7 | AML/CFT/CPF Risk Assessment7 | X |
Organisational | ||
Countries, Territories or Geographic Areas | ||
Customer | ||
Customer Due Diligence | ||
Delivery Channels | ||
Products, Services and Transactions | ||
Fraud | ||
Anti-Bribery & Corruption | ||
6. Legal | Litigation/Contractual | |
Fiduciary | X | |
7. Human Resources | Adequate resources | X |
Remuneration & Incentivisation | ||
Key Person | ||
8. ESG8 | Environmental | |
Social | ||
Governance |
Strategic Risk | Political & Regulatory Risk |
1 Acquisition | 7 Compliance |
2 Strategy & Culture | Financial Crime |
Financial | 8 AML/CFT/CPF Risk Assessment |
3 Performance of Business | Legal Risk |
4 Reporting | 9 Fiduciary |
Operational Risk | Human Resources Risk |
5 Client | 10 Adequate Resources |
6 Technology/Data Security |
Notes - 2024 changes and updates to principal risks
1 Removed as a principal risk due to business growth success and low regretted attrition reducing impact of this risk category.
2 Risk description expanded to also reference culture.
3 New principal risk to reflect the increasing complexity in reporting consolidated financial information across multiple jurisdictions and legal entities.
4 Separation of risk categories to ensure a more focussed approach to the principal risk associated with client relationships.
5 Risk description expanded to also reference Technology risk acknowledging the full spectrum of risks relating to IT failure or compromise.
6 Renamed to Compliance (from Political/Regulation) to focus upon the principal risk relating to adherence to law, regulations and policies.
7 Promotion of Financial Crime from a Level 2 category to Level 1 to allow a more granular assessment of financial crime risk and allow focus on the principal risk in assessing anti-money laundering and countering terrorist and proliferation financing risk.
8 New Level 1 risks to recognise the increasing significance of ESG matters to commercial enterprises.
Principal risks
The Group's current principal risks are the risks we are managing now that we consider have a higher likelihood of stopping us achieving our strategic objectives:
Principal Risk (Risk Owner) | Potential Causes | Key Mitigation Measures | Timescale | |
1 | Acquisition (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 advisers · 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 remainas a principal risk. |
2 | Strategy & Culture (Group Chief Executive Officer)The risk that inadequate strategic decisions or failure to execute the set strategy or organisational culture has a detrimental impact on Group operations, clients and market confidence. Alternatively, the Group's strategy and/or culture brings excessive risks to the business or does not sufficiently align to changing market conditions or client requirements, such that sustainable growth, market share and / or profitability are affected. | · 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 | This risk is largely influenced by external factors and is therefore likely to remain a continuous principal risk. |
3 | Performance of Business (Group Chief Executive Officer)The risk that the Group does not meet its financial forecasts or does not achieve the provided market guidance. | · 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. |
4 | Reporting (Group Chief Financial Officer)The risk of financial mismanagement, inaccurate reporting, misallocation of resources and lack of transparency in financial transactions. | · Inaccurate or incomplete data inputs · Inadequate internal controls · Human error · Insufficient training or expertise · Fraudulent activity | · External audit scrutiny · Regular reconciliation processes and reporting · Segregation of duties · Market participant (e.g. analyst) reviews · Dedicated, qualified and appropriated trained Finance function | Financial reporting risk is an ongoing risk. This risk will therefore anticipated to remain as a continuous principal risk. |
Principal Risk (Risk Owner) | Potential Causes | Key Mitigation Measures | Timescale | |
5 | Client (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. | · Failure to apply policies and follow procedures · Failure to follow codes of conduct · Failure of managerial oversight · Failure to adequately train and develop employees · Failure to identify and remediate identified issues promptly · Inadequate policies and procedures | · Strict adherence to policy and procedures including business acceptance and periodic reviews, with appropriate escalation for higher risk clients · Established Terms of Business, template customer agreements and Legal review of tailored agreements · Regular staff training and awareness initiatives · Established reporting and escalation process with review by boards and committees as appropriate · Independent client and compliance monitoring review programme · Promoting a robust risk and compliance culture across the Group · Ensuring quality administration and compliance resource in each jurisdiction plus internal legal counsel support as appropriate · Well-established Recommendation for Signing process · Three-lines model for assurance and controls including Internal Audit (IA) · Well-understood and defined Risk Escalation processes · Accessible policy and procedure framework subject to annual employee attestations. | Client risk remains a continuous principal risk for the business. |
6 | Technology/Data Security (Group Chief Information Officer)The risk of a security breach including cyber-attacks by destructive forces from both internal and external sources, leading to loss of confidentiality and integrity of data. The sophistication of cyber threats is constantly evolving; criminals will seek to exploit changes in working environments e.g. remote-working practices. A substantial cyber event could be detrimental to JTC's clients as well as erode market and regulator confidence. | · Unauthorised data transfer · Malware · Financial theft · Denial-of-service attacks · Cyber phishing attacks · Network service failures · Employee error · Malicious employee intent · Security breach of client data or systems | · Defined and audited IT procedures · External security assessment conducted annually · System access controls including least privilege access model · Dedicated Senior IT Security Manager and Team · Training including compulsory online Security Awareness courses for all employees · Alignment to industry security standards · Review of data security procedures and controls as part of the annual ISAE 3402 Report · Access to Group systems and data is granted on a need-to-know basis and least privileged · Industry-leading solutions for end-point management, anti-virus, data loss prevention, Privilege Access Management and secure email communications · Periodic penetration testing and testing of BPCs | Technology/data security risk remains a continuous principal risk for the business. |
7 | Compliance (Group Chief Executive Officer)The risk of loss or exposure to regulatory sanction and subsequent reputational damage given a failure to follow organisational policy, laws, conduct of business regulations, orders, codes of practice and other similar requirements. | · Insufficient understanding of regulatory requirements · Inadequate policies and procedures · Failure to keep up with regulatory changes · Weak governance structures · Failure to monitor and enforce compliance · Insufficient training and awareness · Resource constraints · Poor culture of compliance | · 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 | Compliance risk is expected to remain a continuous principal risk for the business. |
Principal Risk (Risk Owner) | Potential Causes | Key Mitigation Measures | Timescale | |
8 | AML/CFT/CPF Assessment (Group Chief Risk Officer)Risk that Money Laundering/Terrorist Financing/Proliferation Financing (ML/TF/PF) risks are not appropriately assessed due to inadequate corporate governance, resourcing or assurance processes. | · 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 businessprofile/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 | AML/CFT/CPF assessment risk is expected to remain a continuous principal risk for the business. |
9 | Fiduciary (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. | · 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 (Group Chief Operating Officer)The risk of failure to attract or retain the best people with the right capabilities across all levels and jurisdictions. | · 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 programmes · Flexible working arrangements | Adequate resourcing risk is expected to be a continuous principal risk. |
Emerging topics and risks
As standard procedure, we consider topics or risks on an ongoing basis that may have unpredictable and uncontrollable outcomes directly or indirectly (via our clients) on the Group that we do not yet consider to be principal risks, but may, over time, pose a threat to our business model. Some of these topics or risks may be interconnected and remain under review over a sustained multi-year period whereas others may be short-lived.
Global macroeconomic and talent risks
Global macroeconomic instability, driven by ongoing conflicts such as in Ukraine and Gaza, combined with broader economic challenges, poses significant risk to both investment and growth. Additionally, the competitive landscape for talent, particularly in high demand areas like cyber security, AI development, and digital asset management, has intensified. JTC remains vigilant to the impact of wage inflation on its ability to attract and retain critical talent. To mitigate these risks, we have enhanced our employee value propositions and implemented competitive compensation packages, ensuring we retain our top talent while maintaining the agility to respond effectively to economic volatility and geopolitical tensions.
Global regulatory impact and expansion
As JTC PLC grows its global footprint through organic expansion and strategic acquisitions, it has solidified its position as the world's largest independent trust company.
This leadership status brings a heightened level of regulatory interest and scrutiny from multiple jurisdictions, particularly as JTC operates in markets with evolving standards in financial services, data privacy and environmental disclosure. As international bodies and local regulators raise standards, JTC faces the challenge of maintaining top-tier compliance across diverse, complex regulatory landscapes.
To mitigate these emerging risks, JTC remains proactive in regulatory engagement, providing thought leadership and regular communication with regulatory authorities to anticipate and adapt to evolving standards. Our approach includes horizon scanning for emerging regulations, active participation in consultations and implementing a robust compliance monitoring framework that aligns with our commitment to meet and exceed regulatory expectations globally. Furthermore, JTC's Global Risk & Compliance function and specialised compliance resources ensure that we can meet the demands of expanded regulatory oversight, reflecting our commitment to governance excellence as a trusted international professional services provider.
Data, digital innovation and AI risks
Technological advancements such as AI, quantum computing and digital currencies are reshaping the financial services sector, offering opportunities for operational efficiencies while introducing new risks. The rise of AI-powered large language models raises concerns about data integrity, ethical AI use and potential errors in automated decision-making or undue reliance on AI outputs. Additionally, the imminent potential of quantum computing threatens traditional encryption methods, requiring the implementation of quantum-safe cryptographic measures. JTC remains vigilant in adapting to these developments by investing in data protection technologies, maintaining compliance with international data governance standards, and monitoring encryption developments. The ethical use of AI is a top priority, with JTC committed to adhering to evolving regulations on AI governance and ensuring responsible data usage.
External fraud and cyber security threats
The landscape of external fraud and cyber security threats continues to evolve rapidly, with recent industry reports indicating heightened risks associated with cyber-attacks targeting remote working systems and third party vendor vulnerabilities. Criminals are increasingly employing advanced AI-powered tools, such as deepfakes and automated social engineering tactics, to manipulate individuals and organisations. In response to these emerging threats, JTC has established comprehensive cyber security protocols, including enhanced training for employees and robust system protections. To stay ahead of the growing complexity of fraud schemes, we are committed to ongoing investments in AI-driven fraud detection systems and thorough monitoring of third party vendors, ensuring the integrity and security of our operations.
Compliance complexity
As financial regulations grow increasingly fragmented, particularly with the divergence between UK and EU standards post-Brexit and varying requirements across global jurisdictions, maintaining a compliant framework has become a complex and resource-intensive task. The increased regulatory complexity also extends to managing nuanced differences in data privacy, anti-money laundering and cross-border financial services standards across regions where JTC operates. This complexity elevates the compliance burden and increases the risk of inadvertent breaches.
In response, JTC has committed to continuous investment in specialised compliance personnel and advanced compliance technology to effectively navigate regulatory fragmentation. By integrating local and international compliance requirements into our overall risk management framework, JTC aims to maintain a streamlined approach to regulatory adherence. Our Global Risk & Compliance team and dedicated compliance systems support our mission to achieve consistent compliance excellence across all jurisdictions, reinforcing JTC's reputation as a trusted and compliant global professional services provider.
Environmental, social and governance (ESG) expectations
Stakeholder expectations for transparent ESG reporting and performance are rising, alongside increased scrutiny on greenwashing claims. Rapidly evolving and fragmented global ESG regulations further complicate compliance, particularly when managing a global business. Additionally, failure to meet public environmental goals or maintain a social licence to operate could result in reputational damage and litigation. JTC mitigates these risks by continuously strengthening its Group ESG Framework, and ensuring it is aligned with international standards, while providing thought leadership in sustainability reporting and compliance services. The appointment of a Group Chief Sustainability Officer underscores our commitment to addressing these complex risks and driving forward our ESG strategy.
Climate-related financial risks
The increasing focus on climate change and its financial implications has amplified risks related to the management and disclosure of climate-related data. The transition to a low carbon economy and the risk of regulatory sanctions linked to unmet climate goals, poses both financial and reputational challenges. JTC is committed to achieving net zero emissions by 2050, managing transition risks through science-based targets, and aligning with evolving regulations. Additionally, JTC will continue to evaluate the financial impacts of climate-related risks on its client base and integrate sustainable finance practices into its broader operational strategy.
APPENDIX B - Directors' responsibility statement
The following directors' responsibility statement is extracted from the 2024 Annual Report and Accounts (page 122):
We confirm that to the best of our knowledge:
• the Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group; and
• the Annual Report and Financial Statements includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.
We consider the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.
By order of the Board
Approved by the Board on 7 April 2025 and signed on its behalf by:
MIRANDA LANSDOWNE
JOINT COMPANY SECRETARY,
JTC (JERSEY) LIMITED, COMPANY SECRETARY
APPENDIX C - Dividend Declaration
The financial statements set out the results of the Group for the financial year ended 31 December 2024 and are shown on pages 129 to 169 of the 2024 Annual Report and Accounts. A final dividend of 8.24 pence per Ordinary Share is recommended by the Directors. Subject to approval at the 2025 Annual General Meeting, the dividend will be paid on 27 June 2025 to Shareholders who are on the Register of Members at the close on business on 30 May 2025. The shares will become ex-dividend on 29 May 2025. An interim dividend of 4.3 pence per Ordinary Share was paid on 25 October 2024.
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