A N N U A L R E P O R T 2 0 2 4
A N N U A L R E P O R T 2 0 2 4
Building
Bu
together
g
h
g
Strategic Report
1
Financial Highlights
2
Our Business at a Glance
3
Growth Journey
4
Value Creation
5
Our Business Model
6
Our History
8
Our Unique Culture
10
Our Market Drivers
12
Our Investment Case
13
Chief Executive Officer’s Review
18
Strategy – Organic Growth
19
Shaping Markets
20
Strategy – Inorganic Growth
22
Strategic Overview & KPIs
24
Chief Financial Officer’s Review
32
Business Review – Institutional Client Services
34
Business Review – Private Client Services
36
Technology & AI
37
Sustainability
60
Risk Management
66
Principal Risks
70
Viability Statement
71
Non-Financial and Sustainability
Information and S172(1) Statement
Governance Report
72
Governance at a Glance
74
Chairman’s Introduction to Governance
76
Board of Directors
79
Board Activities During the Year
80
Approach to Governance
82
Stakeholder Engagement
84
Nomination Committee Report
88
Board Evaluation
90
Audit Committee Report
93
Governance and Risk Committee Report
96
Remuneration Committee Report
119 Directors’ Report
122 Statement of Directors’ Responsibilities
Financial Statements
123 Independent Auditor’s Report
129 Consolidated Income Statement
129 Consolidated Statement of
Comprehensive Income
130 Consolidated Balance Sheet
130 Consolidated Statement of
Changes in Equity
131 Consolidated Cash Flow Statement
131 Notes to the Consolidated
Financial Statements
Additional Information
170 Glossary
173 Investor Relations Information
Our purpose:
To help maximise the
potential of every client,
colleague and partner with
whom we work.
Contents
6
Acquisitions announced or completed
c. £50m
Worth of shares granted to employee owners
£35.7m
New business wins
Building together
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.
Cementing
our position
as the largest independent provider
of private trust services.
JTC’s ability to source high
quality acquisitions was again
demonstrated with six deals
completed or announced.
Shared
Ownership award
In July 2024 JTC celebrated the
completion of the Galaxy era
through a Shared Ownership award
where shares amounting to c. £50m
in value was granted to all our
employee owners.
Record new
business
JTC achieved record new business wins,
of £35.7m, up 15.9% compared to the
previous period. This growth reflects
our ability to secure significant client
relationships across both the Private
Client Services and Institutional Client
Services Divisions.
Stories of the year
with
JTC Annual Report 2024
“2024 marked the first year of our
Cosmos Era business plan and we
are pleased to report an accelerated
start to our goal to double the size
of the business in a three to four
year period, from both an organic
and inorganic perspective.
We again achieved record performance in new business wins
and saw continued organic growth in line with our guidance of
10%+. This year’s achievements demonstrate our commitment
to delivering on our ambitious goals while remaining focused
on creating value for all of our stakeholders.”
Nigel Le Quesne, CEO
Financial
Operational
Revenue
£305.4m
+18.6%
2023: £257.4m
Underlying EBITDA*
£101.7m
+18.4%
2023: £85.9m
New business wins
£35.7m
+15.9%
2023: £30.8m
Net organic revenue growth*
11.3%
-8.6pp
2023: 19.9%
Basic Earnings Per Share
-4.44p
-131.3%
2023: 14.20p
Lifetime Value Won
£492.0m
+16.8%
2023: £421.1m
Underlying profit before tax
£47.4m
+17.1%
2023: £40.5m
Adjusted underlying EPS*
41.8p
+12.1%
2023: 37.3p
Dividend per share
12.54p
+12.3%
2023: 11.17p
Highlights of the year
*
Alternative Performance Measure (APM)
Please see page 29 for further details.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
1 JTC Annual Report 2024
OUR BUSINESS AT A GLANCE
Our business and who we do business with
Our purpose
Our purpose is to help maximise the
potential of every client, colleague
and partner with whom we work.
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.
2,300+
Employee-owners
14,000+
Clients
100+
Countries served
$410bn+
Assets under administration
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.
Institutional Client
Services (ICS) Division
We provide fund, corporate and
banking services to institutional
clients, primarily fund managers,
listed companies and multinationals.
Private Client Services
(PCS) Division
We provide trust, corporate and banking
services for global wealth management
firms, family and private offices and
UHNW and HNW individuals.
Corporate Services
Working with private companies, public
companies, family offices and individuals,
we provide a sophisticated range of
corporate services, share plan administration
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.
35%
FUND SERVICES
30%
CORPORATE SERVICES
35%
PRIVATE CLIENT SERVICES
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
2 JTC Annual Report 2024
R E A D A B O U T O U R B U S I N E S S E R A S O N PAG E 6
The year at a glance
Start of the Cosmos era
This year marked the start of our Cosmos era, during which we aim to double revenue and underlying
EBITDA from that reported in 2023, within a three to four year period. We have made a fast start to
the era and are focused on maintaining this momentum to achieve our ambitious goals.
Received two accolades at the
Chartered Governance Institute
(CGI) Annual Awards
Double win at the 2024
ProShare Awards for our
Shared Ownership
programme
May Knight appointed as an
Independent NED of the
JTC PLC Board
Acquisition of Buck Share
Plans completed
Acquisition of FFP completed
Promoted a further 152 people
Galaxy era Share Award – shares of c.
£50m in value awarded to all our
global employee owners
Received Trust Company of the
Year (large firm) at the STEP Private
Client Awards
Kate Beauchamp appointed as Group
Head of the ICS Division
Released our half year-results
in line with guidance and market
expectations
Acquisition of FRTC completed
Acquisition of Hanway completed
Acquisition of Citi Trust announced
Global roll-out of ChatJTC
Release exceptional 2023
full-year results
Acquisition of FRTC announced
Acquisition of FFP announced
Promoted over 160
of our people
Blackheath
Capital acquisition completed
£101.7m
Underlying EBITDA
£35.7m
New business wins
33.3%
EBITDA Margin
4%
Regretted employee
attrition
4%
Regretted employee
attrition
£305.4m
Revenue
GROWTH JOURNEY
Jan – Mar
31 - 12 - 2023
31 - 12 - 2024
Apr – Jun
Jul – Sept
Oct – Dec
£85.9m
Underlying EBITDA
£30.8m
New business wins
33.4%
EBITDA Margin
£257.4m
Revenue
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
3 JTC Annual Report 2024
2024
REVENUE
SHARE
100%
Total
32%
US
13%
Europe
11%
RoW
44%
UK & CI
2024 NET ORGANIC
GROWTH
UK & CI
RoW
US
Europe
5.0%
25.7%
7.8%
19.6%
How we deliver value
for every stakeholder
At JTC, we are committed to creating lasting, long-term value for all our stakeholders,
including clients, our people and shareholders. Our strategic strengths, focus areas
and our award winning Shared Ownership model, help us achieve this through a
combination of organic growth, service excellence and disciplined acquisitions.
VALUE CREATION
Service quality and long-term
client relationships
Shared Ownership
culture
Strategic acquisitions and
meticulous integration
Our focus on service quality drives high client
retention and provides strong revenue visibility.
A well-invested and scalable global platform
forms the foundation of our consistent, long-term
growth. This commitment to service quality has
resulted in average client relationships spanning
14.1 years, creating a stable, non-cyclical
revenue stream.
With all our people as owners, there is a strong
alignment across the Group that fosters
collaboration that has the interests of all our
stakeholders in mind. Every employee plays a crucial
role in driving the Group forward and achieving our
strategic goals. Our Shared Ownership culture
ensures that everyone is motivated to contribute
to JTC’s success, creating a sense of purpose and
belonging that aligns with our growth aspirations.
We make strategic acquisitions designed to enhance our
capabilities and expand our services, while remaining
extremely disciplined in our approach. We know when
to walk away from a deal and are disciplined in sticking
to our 2+2=5 approach. Our combined efforts must
yield greater value than the sum of individual parts.
All our acquisitions are seamlessly integrated into our
global systems and operations through a meticulous
process typically spanning 12-18 months. This
commitment to getting the integration right remains
an important aspect of our inorganic growth as we
welcome new colleagues and clients to our platform.
Acquisitions completed since 2010
35
Leverage at 31 December 2024
1.79x
Acquisitions fully integrated onto the JTC
platform, with the Citi Trust acquisition
awaiting regulatory approval
35/35
2
3
4
100%
of permanent employees are owners of the business
Value generated for employee owners since 1998
c. £450m
Regretted employee attrition in 2024
4%
Average duration of client relationships
14.1 years
Adjusted underlying basic EPS CAGR
in the Galaxy era (2021 to 2023)
19.7 %
Average non-end of life attrition
over the last three years
1.7%
We have a strategic focus on high growth
regions and cementing our presence there. We
grow organically by offering service excellence,
an innovate suite of solutions and building
long-term relationships. This ensures that our
growth is meaningful and sustainable.
Focus on high
growth regions
1
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
4 JTC Annual Report 2024
OUR BUSINESS MODEL
How we provide services and grow
We have:
The right people with the right skills in the
right places, using the right tools and
technology.
We market to clients directly and through
intermediaries in global markets with a total
addressable market of $19.5bn.
Repeat
We repeat this process throughout the client lifecycle
to meet their ever-evolving needs. By focusing on
excellent client service we keep the trust of our clients
to continue our long-term partnerships.
Value we create
for stakeholders
£305.4m
Revenue in 2024
11.3%
Organic growth in 2024
14.1 years
Average client relationships
£240,000+
donated to good causes
in 2024
+280%
share price growth since IPO
c. £450m
of value created for employee
owners since 1998
Cross and upsell
We actively cross and upsell to drive organic growth. As we
add new service lines to our offering, we’re able to support our
clients further and develop deeper relationships with them
that span beyond traditional private client or fund services.
How we grow client relationships
R E A D A B O U T O U R M A R K E T D R I V E R S O N PAG E 10
We run the clock against the work
At the early states of the relationship we
over-service as we get to know the client,
which can reduce margin rates. As efficiency
improves, our margins increase.
JTC sends a proposal
1. We identify the client’s needs and delivery time
2. Calculate the fee, based on the time and
resources required to deliver the services
The client selects services
We have an initial conversation with the client
to understand their needs and help them select
the required services based on their desired
outcomes. We offer over 50 individual
service lines across our two Divisions.
STRONG ORGANIC GROWTH
All our people are owners
£450m+
Total value generated for employee owners since 1998
100%
Of our people are owners
4%
Regretted employee attrition
£35.7m
New business wins
98%
Cash conversion
£305.4m
Revenue
11.3%
Organic growth
Well-invested
scalable platform
4.7%
Client attrition
33.3%
EBITDA Margin
Client receives an invoice
We typically bill clients:
•
annual in advance;
•
quarterly in advance;
•
monthly;
•
quarterly in arrears.
Lifetime value of book
£2.3bn
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
5 JTC Annual Report 2024
“We made a fast
start to the
Cosmos era
in 2024.”
t
era
4.”
OUR HISTORY
Our strategic eras
“Our commitment to Shared Ownership
aligns the interests of our people, our
wider shareholder base, our clients
and all other stakeholders. This
alignment has already brought fresh
energy to our business as we’ve
started the Cosmos era.”
Nigel Le Quesne, CEO
The long term perspective
At JTC, we take a long term approach to growth,
organising our journey into multi-year business plans,
which we call ‘eras’. Each era has a distinct identity,
allowing everyone across the Group to align
strategically and work towards the same goals
with clarity and purpose.
Our eras are shaped by the context of our addressable
market, currently valued at approximately $19.5bn,
as well as the long-term trends that drive our growth.
Supporting these external factors is our resilient
investment case and unique culture. Central to this
is our commitment to Shared Ownership (see page 8),
which has always provided us with a perspective
focused on sustainable growth and the opportunity to
share our success directly with all our people, enabling
them to see first-hand the value of their contributions
grow over time.
Odyssey era (2018-2020)
Our journey as a publicly listed company began with the
Odyssey era in 2018. During this era, we doubled our
business in terms of revenue and underlying EBITDA
within three years, establishing JTC as a FTSE 250
company. This period was marked by transformative
growth and set the foundation for what was to come.
Galaxy era (2021-2023)
Building on the success of Odyssey, we launched the
Galaxy era in 2021 where we again aimed to double
the size of the Group. As we scaled, we established
the Group Commercial Office to support both
Divisions in fostering innovation and developing new
services to complement our disciplined inorganic
growth strategy.
By the end of 2023, we had achieved our Galaxy goals
two years ahead of schedule. This success culminated in
a Shared Ownership event that distributed shares worth
approximately £50m to over 1,800 employee-owners
globally, reinforcing our culture of shared success. Since
the establishment of our first Employee Benefit Trust
(EBT) in 1998, the total value created for employee
owners has grown to over £450m, much of which
remains held by current employees.
Cosmos era (2024-c2027)
We commenced the Cosmos era in January 2024 with
a vision of doubling the business for the third time
since our IPO. Despite our increased scale, we are
confident that this ambitious goal can be realised
within a three to four year timeframe. Our focus
during the Cosmos era will be on maximising organic
growth while also capturing strategic inorganic
opportunities that align with our long-term vision.
This era is about expanding our horizons, pushing
boundaries and achieving sustainable growth while
ensuring that our people and clients remain at the
heart of everything we do.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
6 JTC Annual Report 2024
O
d
y
s
s
e
y
G
a
l
a
x
y
(
2
0
1
8
-
2
0
2
0
)
(2
02
1-
2
02
3)
C
o
s
m
o
s
(
2
0
1
8
-
2
0
2
OUR HISTORY CONTINUED
Revenue
£257.4m
Underlying EBITDA
£85.9m
Margin
33.4%
Deals completed
9
Revenue
£115m
Underlying EBITDA
£38.7m
Margin
33.6%
Deals completed
7
Double Revenue to
£0.5bn+
Double the Underlying
EBITDA at a Margin of
33%+
Annual Net Organic Revenue
Growth Target
10%+
Organic growth target
40%
Inorganic growth target
60%
(2024 -c.2027)
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
7 JTC Annual Report 2024
Shared Ownership
100%
ownership
100% of our permanent employees are
owners of the business through JTC’s Shared
Ownership programmes, embodying the
principle of ‘think like owners, act like
owners.’ This deep-rooted culture ensures
that everyone is aligned with our goals,
fostering an environment of accountability,
motivation and shared achievement.
OUR UNIQUE CULTURE
How JTC Shared Ownership works
Each year, the Board issues and allocates new shares equivalent to 1% of the ISC to the
EBT to satisfy future vested share awards granted under the Company’s share plans.
Upon the successful completion of a multi-year business plan, or era, the
Remuneration Committee, consisting solely of the independent non-executive
directors, considers granting share awards under the EIP to all eligible employees.
If approved, an EIP award is granted and vests in two tranches: 50% as an upfront
award that vests immediately and 50% as a deferred award, which is a conditional
right to receive shares subject to performance conditions.
All share awards are granted in accordance with the Company’s share plan rules at
the discretion of the Remuneration Committee and are subject to applicable dilution
limits. The Remuneration Committee will request the Trustees of the EBT exercise
their discretion to transfer shares to satisfy vested share awards from shares held
in the EBT. The cost of EIP awards is reflected in the Group’s consolidated income
statement within staff costs and the expense is treated as non-underlying. The
share awards have no cash impact on the Group.
c. £450m
of value created for employee owners
since 1998
sures
als,
ability,
s
THE JOURNEY TO DATE
2012
2018
2021
2024
A new way
Our journey with Shared
Ownership began in 1998
when Nigel Le Quesne
established the programme by
contributing half of his own
equity. This innovative move
laid the foundation for a culture
where every employee could be
part of JTC’s success.
Going public
With the Group’s listing on the London Stock
Exchange in 2018, we commenced the Odyssey era.
This era marked JTC’s bold entry into the public
market, reinforcing our commitment to shared
success. The second Shared Ownership award
distributed £14m to our employee owners, aligning
our people with our journey into the public sphere.
Malbec era award
In 2012, the first Shared Ownership award was
made when a minority stake was sold to PE firm
CBPE, marking the beginning of JTC’s Malbec era.
This was the first significant step towards taking
our Shared Ownership culture global, providing
£12m in value shared with our people.
Odyssey era award
Following the success of the Odyssey era, JTC
entered the Galaxy era in 2021, during which the
business doubled in size once again. This period
saw the third Shared Ownership award of £20m,
rewarding our people for their contribution to
another phase of rapid growth.
Galaxy era award
In 2024, we celebrated the
completion of the Galaxy era
by doubling the business,
two years ahead of schedule.
This prompted the fourth
Shared Ownership award,
worth c. £50m, to be
distributed to our employee
owners, continuing our
tradition of shared success
and recognising the
collective effort that has
driven JTC forward.
£20m
Distributed to
employee owners
£50m
Fourth Shared
Ownership award
2x growth
Business doubled
in size during
the Odyssey era
£12m
Value shared with employees through the
first Shared Ownership award
£14m
Distributed to employee owners
1998
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
8 JTC Annual Report 2024
Harvard
Business School
Our Shared Ownership programme is the subject
of a Harvard Business School MBA case study,
showcasing how JTC’s approach has become
a model for creating an inclusive, engaged
workforce. Each year, we visit Harvard to discuss
the case study with students, sharing insights
on the power of collective ownership and its role
in building a successful, sustainable business.
Award winning scheme
JTC’s Shared Ownership programme received
awards at the 2024 ProShare Annual Awards
for two categories, recognising our excellence
in fostering employee share ownership and
effectively communicating our employee share
plans. This is a testament to our commitment
to making every employee feel truly valued and
included in our journey.
“With all our people
as owners of the
business, the interests
of all our stakeholders
are aligned.”
Nigel Le Quesne, CEO
OUR UNIQUE CULTURE CONTINUED
Galaxy Era Award
“I never take these awards
for granted and I’m always
so grateful, they really make
a huge difference to my life
and my future.”
JTC employee owner
“These awards really have
been life changing for my
family and me over the years.”
JTC employee owner
£257.4m
Revenue at the end
of the Galaxy era
33.4%
Margin achieved
£85.9m
EBITDA at the end
of the Galaxy era
9
Acquisitions during
the Galaxy era
Think like owners,
act like owners
All permanent employees are eligible to be
considered for future awards under the Shared
Ownership programme, which are granted at
the discretion of the Remuneration Committee.
Bringing it to life
In 2024, we were delighted to once again recognise
the hard work and dedication of our people by
distributing shares worth c. £50m following the
successful completion of the Galaxy era. The impact
of these awards is profound, with employees sharing
stories of how these rewards have positively changed
their lives, from financial stability to home ownership.
Linked to our eras
When we set a new era, we establish specific
performance metrics that are clearly communicated
across the global business. This ensures that all
employees understand how their contributions
help achieve our strategic objectives, reinforcing
our collective commitment to success.
STRATEGIC REPORT
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
9 JTC Annual Report 2024
TOTAL
Addressable market
$15.3bn
Institutional Client Services (ICS)
$12.8bn
K E Y
High
Medium
Low
Private Client
Services (PCS)
$2.5bn
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, cooperation and flow of capital is now
more common 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
$124 trillion
Generational wealth transfer by 2048*
76
We recorded 76 regulatory engagements across all
JTC jurisdictions in 2024
* Source: December 5, 2024 Cerulli Associates
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 $15.3bn in annual revenue
(ICS $12.8bn and PCS $2.5bn) by 2028.
OUR MARKET DRIVERS
STRATEGIC REPORT
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
10 JTC Annual Report 2024
K E Y
High
Medium
Low
Growing propensity
to outsource
Continued market
consolidation
Opportunities
through technology
Sustainability and
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
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 become 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
accelerate as markets recover. With an estimated
2,000+ providers in the UK and Europe and 1,000+
in the US, this will continue.
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.
Sustainability and impact-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.
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 completed 35 acquisitions 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.
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.
We offer our technology-enabled advisory, regulatory
compliance and outsourced reporting services to a
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.
c. $4m+ p.a.
The Group’s largest single outsourcing client
35
Acquisitions completed since 2010
+24.2%
Year-on-year increase on technology spend
100%
Employee ownership at JTC
OUR MARKET DRIVERS CONTINUED
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11 JTC Annual Report 2024
an
the ben
w the in-dept
ents need, and focu
spend
OUR INVESTMENT CASE
Our investment case
OWNERSHIP FOR ALL CULTURE
Highly visible recurring revenue
and strong cash conversion
Average client lifespan now stands at 14.1 years
and cash conversion is expected to be 85% –
90% p.a.
98.3%
Recurring revenues
PAGE 24
CFO’s Review
Well diversified across clients,
services and 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.
14,000+
Clients in over 100 countries.
Top 15 clients represent only
8.9% of revenues
PAGE 32
Business Review
Strong compliance
and risk management
Governance sits at the heart of our business and
we are proud of our exemplary track record. Risk
and Compliance is also a key growth driver for
the business.
76
Recorded regulatory
engagements across
all JTC jurisdictions
PAGE 60
Risk Management
Demand created by long term
market trends
Regulation, growing propensity to outsource,
technology, sector consolidation, globalisation
and sustainability all act as sector tailwinds.
24.8%
Revenue CAGR over
last 10 years
PAGE 10
Market Drivers
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
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%+ p.a.
40%
Organic revenue
growth
60%
Inorganic
revenue growth
PAGE 13
CEO’s Review
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.
35
Acquisitions
completed
PAGE 20
Inorganic growth
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 a long term view.
PAGE 5
Business Model
37
Offices across
the globe
“Our investment case is built on Shared Ownership, experienced
management, strategic acquisitions and a robust governance structure.”
STRATEGIC REPORT
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12 JTC Annual Report 2024
A fast start to the
Cosmos era
Aiming to double in size
yet again
2024 was the first year of our latest
multi-year business plan, the Cosmos
era, where we aim to once again double
the size of the business, in terms of
revenue and underlying EBITDA, from
where we finished FY23. This means
that we are targeting revenue of over
£500m and underlying EBITDA of
£170m+ by or before the end of 2027.
On the basis that the Cosmos plan is
achieved, it will be the third time we
have doubled the size of the business
since our IPO in 2018, first through the
Odyssey era (2018 to 2020) and most
recently the Galaxy era (2021 to 2023).
Read more about our business eras
on page 6.
A clear strategy driven
by a unique culture
JTC is a people business powered by a
unique culture of shared ownership for all
employees and our ability to deliver client
service excellence and superior financial
performance has been honed over nearly
four decades.
At our core, we focus on strong net
organic growth, which is achieved by
partnering with our clients for an average
of 14 years. These long relationships
allow us to grow alongside our clients,
supporting their success and creating
opportunities to provide more and better
services over the lifetime of each mandate.
For the Cosmos era we increased our
guidance for net organic revenue growth
to 10%+ per annum and in 2024 we met
that target with a result of 11.3%.
“2024 was the first year of our latest multi-year
business plan, the Cosmos era, where we aim to
once again double the size of the business, in terms
of revenue and underlying EBITDA, from where we
finished FY23. This means that we are targeting
revenue of £500m+ and underlying EBITDA of
over £170m+ by or before the end of 2027.”
Nigel Le Quesne
CEO
CHIEF EXECUTIVE OFFICER’S REVIEW
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13 JTC Annual Report 2024
agreed that JTC’s Shared Ownership culture
provides the business with a key
differentiator in the market.
We believe that these qualitative and
quantitative feedback metrics, when
combined with the consistent financial
performance delivered by the Group,
demonstrate the power of our unique culture
and underscore our ongoing commitment to
100% Shared Ownership for all JTC
employees. Shared Ownership also continues
to play a positive and significant role in our
M&A activity as well as being the foundation
for our talent development, leadership and
succession planning programmes.
Read more about JTC Shared Ownership
on page 8.
Read more about our talent
development and leadership
programmes on pages 45 and 47.
Financial performance
Revenue grew 18.6% to £305.4m
(2023: £257.4m) and underlying EBITDA
increased 18.4% to £101.7m
(2023: £85.9m). Net organic revenue
growth was 11.3% (2023: 19.9%), lower
than 2023 as anticipated, but in-line with
our upgraded guidance for the Cosmos era
of 10%+ per annum and driven by a 15.9%
increase in new business wins to a record
£35.7m (2023: £30.8m). Despite the strong
organic growth performance and associated
costs of on-boarding new business, our
underlying EBITDA margin remained stable
at 33.3% (2023: 33.4%) and continued
within our medium-term guidance for this
metric of 33% to 38%. Cash conversion was
once again robust and at the top end of
guidance at 98% (2023: 106%). Following
the series of acquisitions made, leverage at
the period end, excluding the Citi Trust
transaction, was 1.79x, which is well within
our guidance range of 1.5x to 2.0x. The Citi
Trust acquisition remains on track to
complete by the end of Q2 2025.
Consistent growth during
macro uncertainty
2024 was another eventful year on the
macro front, not least due to elections in
the US, which remains our priority growth
market for both Divisions, the first budget
from a new government in the UK and
continued conflict and geopolitical tensions
in Europe and the Middle East.
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 on average, increased activity levels
within the existing client base is meaningful
for the Group.
Having 2,300 owners, rather than
employees makes an enormous difference
to the working environment, and the
organisations culture ensuring that the
team are happy valued empowered
and highly motivated to improve our
business everyday.
Having achieved our Galaxy era plan in
FY23, where we doubled the size of the
business relative to where we finished FY20,
in July 2024 we made Galaxy era EIP
awards of c. £50m in JTC shares to all
eligible employees globally. The Galaxy
award was the fourth share award event
in our history and brings the total current
value of JTC Shared Ownership awards since
1998 to over £450m. The Galaxy award
was celebrated across our global network
and it remains a source of enormous pride
and motivation to hear the feedback from
our people as they enjoy sharing in the
successful growth of our company.
The Galaxy awards energised the business
going into year one of the Cosmos era and
the positive effects for our global team
were evidenced by another year of high
employee retention. Our regretted attrition
again stood at 4%, which remains well
within our KPI of 10% or less. This is
significantly better than industry norms,
with typical attrition rates of c. 20%. In
addition, feedback from our annual
employee survey, which had a response rate
of 89%, demonstrated the difference that
Shared Ownership makes with it having the
highest scoring average of all survey areas,
86% of respondents said that they value
being an employee owner at JTC and 84%
Alongside organic growth, our industry
continues to consolidate and JTC has
become a preferred buyer of businesses
across a wide range of service lines and
geographies, including the high growth US
market, where we are now the largest
independent private trust company provider
and have established a good platform in
fund and corporate services. We apply a
highly disciplined approach to our M&A
activity, always focusing on the long-term
value that each addition to our platform
will bring and putting people and culture
at the heart of each transaction.
In 2024 we announced or completed six
acquisitions, which further increased the
range of services we offer and strengthened
and deepened our business in key
geographies, including the UK and the US.
In addition to these well-defined growth
strategies, our global platform is built
around employing top talent, operating in
all the locations where our clients and
partners need us and utilising the best
technology to ensure that our services are
sophisticated, secure and highly efficient.
Our people and Shared Ownership
No review of 2024 would be complete
without specific mention of our people
and the continued success of our Shared
Ownership programme. Shared Ownership
has been at the heart of our culture for
over 25 years and during the period was
recognised through multiple award wins
and featured for the fifth time as part of
the prestigious Harvard Business School
MBA programme.
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14 JTC Annual Report 2024
JTC’s Employer Solutions business delivered
a strong performance and was bolstered by
the acquisition of Buck Share Plans, which
was announced in August and completed
in November. Buck helps to accelerate the
growth of our share plan trustee and
administration service offering, and brings
with it an existing book of high quality,
long-standing blue-chip clients, and an
experienced, client-focused and committed
team across the UK, Guernsey and Germany.
The most significant acquisition of the year
for the ICS Division was FFP, which was
announced in June and completed in
November. FFP is a provider of specialist
fiduciary services to fund, trust and
corporate clients with a leading position
in complex engagements including
restructurings, insolvencies and disputes.
The business is headquartered in the
Cayman Islands, with further offices
in the BVI and Dubai, all of which are
complementary to JTC’s existing footprint.
The acquisition enhances and differentiates
the range of fiduciary services JTC can offer
to existing and new clients, serving to
expand the Group’s overall addressable
market. The business sits alongside our
new Northpoint Governance Services
practice, the strategic initiative focused on
the provision of a suite of specialist services
designed to ensure effective management,
oversight and decision-making within the
Group’s client base.
Within the core ICS business, the US
remained the fastest-growing market, with
excellent performance from SALI Fund
Services and the wider US platform, which
continues to go from strength to strength
under the direction of the US leadership
team. There were also good performances
from Luxembourg and the Channel Islands.
In September, Kate Beauchamp took over
as Group Head of the Division, having
previously been an Independent Non-
Executive Director on the JTC Board for two
and a half years. Kate’s understanding of the
business from her time as a NED, combined
with her proven track record of providing
exceptional corporate and advisory services
in the UK and US, make her the perfect
choice to lead the ICS Division through the
Cosmos era and beyond. In particular, Kate’s
skills as a qualified lawyer with over two
decades of experience in both private and
commercial practice are well aligned with
the Division’s plans to develop and grow
its governance services offering.
At the end of the year, the Division stood
at some c. 1,150 people serving clients from
25 offices and generating 59% of Group
revenues (2023: 63.4%). 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 what remains a competitive
market.
Overall, the ICS Division made good
progress in 2024 despite the macro
environment and as it continues to scale
through the development of new services
lines, we anticipate strong organic growth
and additional opportunities for M&A.
With a global addressable market for our
full range of services that we believe is at
least $15.3bn per annum in size, there
remains enormous opportunity for further
long-term growth.
Institutional Client
Services Division
Revenue increased 10.8% to £180.9m
(2023: £163.3m) with a 7.2% increase in
underlying EBITDA to £55.3m
(2023: £51.6m). Underlying EBITDA margin
decreased by 1pp to 30.6% (2023: 31.6%)
and despite a challenging environment with
fewer fund launches and IPO’s, net organic
revenue growth was robust at 9.9%
following the exceptional performance in
the prior year (2023: 19.4%). The annualised
value of new business wins was £20.5m,
matching last year’s record (2023: £20.6m).
Our ability to identify and complete value
accretive deals continued with four
acquisitions completed during the period.
Blackheath Capital, an established UK
ManCo business which was announced in
2023, completed in March and adds further
scale and strategically important UK
coverage to our Global AIFM Solutions
business. Complementary to this was the
acquisition of Hanway Advisory in July.
Hanway provides corporate governance,
fund administration and accounting services
to UK listed investment companies and as
well as adding scale, supports strategic
growth objectives by leveraging the wider
JTC fund services offering to Hanway’s
existing client base.
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.
Through both M&A and internal
development, 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 added in
the Galaxy era now make meaningful
contributions to Group revenue and these
include our banking platform (incorporating
foreign exchange, treasury and custody),
operational due diligence and strategic
transformation services.
During the period, and aligned with our
acquisition of FFP, we announced the
creation of Northpoint Governance Services,
a new practice area that will provide a range
of highly specialised and expert services
across the full spectrum of governance.
Northpoint will be complementary to our
core offering and also create opportunities
for us to work with and provide unbundled
services to a new cohort of businesses.
Underlying EBITDA margin
33.3%
Underlying EBITDA
£101.7m
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Our US platform was further enhanced
with the acquisition of First Republic Trust
Company Delaware (FRTC-DE) in August,
which increased our footprint in one of the
pre-eminent locations for trust work in the
US. Then in September, we announced the
transformational purchase from Citi Group
of Citi Trust, their Global Trust company
business. In addition to building upon our
leading position in the US market and
making JTC arguably the world’s leading
independent trust business, it will enhance
our capabilities in the Middle East and Asia
regions. Once the US element of Citi Trust
is taken into account, our run rate revenues
for the Group will make the US JTC’s largest
market by revenue at Group level. The Citi
Trust transaction remains subject to
regulatory approval and we anticipate it
closing at the end of Q2 2025.
The Division continues to attract top talent
from the industry and we are successfully
redefining the parameters of a world-class
PCS offering, which includes both direct
services to end clients and indirect services
to provide solutions and support to
institutions for their PCS client books,
which in turn, enlarges our addressable
global market.
The Division won 10 awards during the
period, but the highlight among them was
being named ‘Trust Company of the Year
(Large Business)’ at the Society of Trust
and Estate Practitioners (STEP) Awards in
September. The STEP Awards are recognised
as the ‘Oscars’ of the private client industry
and this is the second time we have won
the top award.
These successes, along with continued
ambitious growth plans and a clear plan to
fully integrate the Citi Trust business once
regulatory approval is received, form the
foundation of the Division’s plans as it
enters the second year of the Cosmos era.
Risk
The team worked to further enhance our
global Risk & Compliance function to meet
the ever-evolving requirements of
international regulation, including the
initiation of a Cosmos era project to update
our policy and procedures frameworks and
the deployment of new technology solutions
to enhance accuracy and efficiency across
our global platform. While work in this area
inevitably presents challenges, it also creates
opportunities for growth and we embrace
these as our clients, especially the larger and
more complex organisations, look to us for
expertise and support in this area. Many of
our most recently developed service lines,
including tax compliance and regulatory
reporting are driven, in part or in whole, by
the regulatory landscape and this connects
commercially to our development of the new
Northpoint Governance practice.
We continue to see long-term emerging risks
come into greater focus, including transition
risks associated with the world seeking to
decarbonise. The war in Ukraine and conflict
between Israel and Palestine continued in
2024 and despite new approaches in the
early part of 2025 following the election
of President Trump in the US, there remains
significant uncertainty around the outcomes
in these regions.
“Looking ahead, we
have made a fast start
to the Cosmos era,
carrying the energy and
momentum from the
success of the Galaxy
era into our ambition
to double the size of
the Group for the third
time in a decade.”
Nigel Le Quesne, CEO
Private Client Services Division
Revenue increased 32.3% to £124.5m
(2023: £94.1m) with an increase of 35.2% in
underlying EBITDA to £46.4m (2023: £34.3m).
The underlying EBITDA margin was 37.3%
(2023: 36.5%). The investments made in the
PCS platform continued to bear fruit, with net
organic revenue growth remaining very strong
at 14.0% following the ‘purple patch’ last year
(2023: 20.9%). New business wins increased
by an excellent 49% to £15.2m (2023: £10.2m)
driven by strong performance from the US,
Cayman and Jersey in particular.
PCS had an excellent year and I must
commend Iain for his contributions to the
ongoing success of the business. Under his
leadership over the past 12 years, the
Division has consistently outperformed
the market.
The continued strong organic growth of
the Division reflects both the quality and
range of our PCS offering as well as our
ability to capture value from acquisitions,
in particular those in the US. NYPTC,
acquired in 2022, enabled us to become
the first non-US bank to be licensed to
provide trust company services in Delaware.
SDTC, a strategic acquisition made in 2023,
brought 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.
Revenue
£305.4m
New business wins
£35.7m
Net organic revenue growth
11.3%
Total revenue growth
18.6%
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16 JTC Annual Report 2024
As a Group, we are acutely aware of our
responsibilities in relation to sanctions
compliance and continue to enforce all
such measures rigorously.
Further advances and increasing competition
in artificial intelligence (AI) were seen in
2024, in particular generative AI and large
language models. One of our significant
technological advancements we’ve made in
2024 is the roll-out of ChatJTC, our own Gen
AI tool, across our entire business. Further
details on how we are using this technology
across the Group can be found on page 36.
As with almost every technological
innovation, we see both opportunity and
risk inherent in these inventions. Given that
our services rely 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.
Our internal Sustainability Forum, created
in 2022, worked to manage and deliver our
sustainability roadmap across the Group.
At Board level, the Governance and Risk
Committee has 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 Governance and Risk Committee report
starting on page 93. We were once again a
Carbon Neutral+ organisation and made our
second public submission to the Carbon
Disclosure Project (CDP). We have enhanced
our disclosures further this year, providing
details of our Scope 3 emissions, with 2023 as
our baseline year, and substantially expanding
our disclosures under Task Force on Climate-
related Financial Disclosures (TCFD). Further
details can be read in the Sustainability section
starting on page 41.
Outlook
In 2024 we made a fast start to the Cosmos
era, delivering strong net organic growth
in-line with our upgraded guidance and
securing six acquisitions at attractive
multiples, including the Citi Trust business,
which when completed, will make JTC the
largest independent provider of private
trust services in the US and will drive our
revenue profile on a pro-forma basis such
that the US market becomes the Group’s
largest region.
Despite ongoing macro uncertainty during
the period, our ability to grow consistently
is a fundamental feature of the business
that has been refined over 37 years of
continuous revenue and profit growth and
we remain dedicated to the culture,
approach and discipline that have enabled
it. The ability to continually expand client
relationships, 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 add value through the
development and introduction of 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 it was a major highlight of the year to see
c. £50m of value awarded to our employee-
owners in recognition of their achievements in
delivering the Galaxy era plan between 2021
and 2023, doubling the size of the Group some
two years earlier than first anticipated.
Our approach to inorganic growth is highly
disciplined and always focuses on the
opportunities that we believe will deliver
the best long-term benefits for the Group.
Despite a lacklustre market for M&A
overall, we were still able to announce or
complete six deals in the year across both
Divisions at an average multiple of c. 6.5x
EBITDA. The most notable of course is the
acquisition of Citi Trust, which builds upon
our leading position in the US market. The
transaction remains subject to regulatory
approval and we anticipate it closing
mid-2025. While our focus in the near term
will remain on the completion and
subsequent integration of Citi Trust, we
maintain a healthy pipeline of high quality
opportunities in our chosen markets.
The balance and diversification that our two
Divisions continue to provide to the Group
was demonstrated in the period. The ICS
Division faced market headwinds, but was
still able to deliver impressive organic growth
and was the beneficiary of four of the six
acquisitions announced. The PCS Division
continued its run of excellent results, with
outstanding organic growth and record new
business wins, cementing its position as one
of, if not the, leading Trust company business
in the world. The opportunities and market
positioning delivered by the Citi Trust
acquisition give an excellent outlook for
continued strong performance.
Looking ahead, we carry energy and
momentum from a successful first year of
the Cosmos era as we work towards our goal
of doubling the size of the Group for the
third time in a decade and achieve £500m+
of revenue and £170m+ of underlying
EBITDA before or by the end of 2027. 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. The
Group will continue to innovate and shape
the markets we serve in a way that supports
long-term value creation for all stakeholders.
In concluding, I once again extend my
thanks to every member of the growing and
talented JTC team for their efforts in 2024.
Nigel Le Quesne
Chief Executive Officer
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17 JTC Annual Report 2024
R E A D A B O U T O U R M A R K E T D R I V E R S O N PAG E 10
Global addressable market
$15.3bn
37
Years of growth
STRATEGY – ORGANIC GROWTH
Organic Growth
Our well-established guidance is to deliver 10%+
net organic revenue growth each year. In 2024 we
again achieved organic growth of 11.3%, placing our
rolling three year average at 14.4% with both
Divisions maintaining a steady upward trend. This
growth is supported by long-term drivers that act
as tailwinds within an addressable market of about
$15.3bn per annum globally. In addition, the clear
and robust components of our investment case have
helped us deliver 37 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, entrepreneurial and progressive
mindset and a strong emphasis on insight and
innovation, all underpinned by our all-important
Shared Ownership culture.
TOTAL
Addressable market
$15.3bn
Private Client
Services (PCS)
$2.5bn
Key market drivers
Globalisation and rising
global wealth
Increased regulation
Growing propensity to outsource
Continued market consolidation
Opportunities through technology
Sustainability, impact and ESG
Institutional Client Services (ICS)
$12.8bn
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18 JTC Annual Report 2024
Tax compliance
• FATCA
• CRS
• Substance
• VAT
Sustainability services
• Advisory
• Regulatory compliance
• Outsourced reporting
• Virtual CSO
As a result of our decades of experience, we are able
to understand the direction of travel within the global
industry and innovate to create services that meet
emerging client demands across all the jurisdictions
we operate in.
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.
Shaping markets
Strategic transformation
• Asset managers
• Global banks
• International law firms
• Trust companies
Banking
• Treasury
• FX
• Custody
• Account opening
Private office
• Sophisticated PCS clients, typically UHNW
individuals and families
• Governance
• Generational wealth transfer
SHAPING MARKETS
Governance services
• Governance health checks
• Operational due diligence
• Governance remediation
Early stage:
SUSTAINABILITY SERVICE
GOVERNANCE SERVICES
STRATEG
ANSFORMATION
GIC TRAN
PRIVATE OFFICE
BANKING
TAX
X COMPLIANCE
Group Commercial Office:
The Commercial Office sits between the two Divisions and acts
as a catalyst and incubator to bring new services to market.
The key themes it focuses on are innovation, growth
and performance.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
19 JTC Annual Report 2024
STRATEGY – INORGANIC GROWTH
Accelerated start to the
Cosmos era
• Cementing our presence in the US
• Now the leading independent provider of global trust services
• An acquirer of choice for banks and institutional carve-outs
Expanding in the US
Our inorganic growth efforts have been
concentrated on expanding our platform in the
US. The acquisitions of SALI and SDTC during
the Galaxy era proved to be the right approach
and we’re confident that the latest acquisitions
of FRTC-DE and Citi Trust will further enhance
our profile in the US in time. These will play a
meaningful role in achieving our growth and
revenue targets within our margin guidance.
When favourable opportunities arise in other
markets that align with our strategic objectives,
as was the case for the bolt-on deals we’ve
done in 2024, we will pursue them.
Integration progress
We have made significant progress in integrating
the recent acquisitions into the broader business.
Our operations team has a demonstrated
track record of effective integration, ensuring
a smooth transition with minimal disruption to
our people and clients. In particular, we have
been working closely with the wider Citi business
to develop an in-depth action plan to be rolled
out as soon as the Citi Trust regulatory approvals
have been received.
Looking forward
We remain committed to our disciplined M&A
strategy. With a healthy pipeline of potential
opportunities, effective integration remains a
top priority for us to ensure that the recent
acquisitions fully settle into the business.
We’ve become an acquirer of choice for bank
and institutional carve-outs from banks and
institutions having successfully completed 8
such deals since 2010.
We have made a fast start to the Cosmos
era, announcing six acquisitions in 2024 that
span both our ICS and PCS Divisions. The
acquisitions are a mix of transformational
and bolt-on transactions and provide
significant growth opportunities. For
example, the acquisition of Citi Trust will
cement JTC’s position as the leading
independent provider of global trust services,
expanding our presence in key growth
markets such as the US, Europe and Asia.
Within the ICS Division, FFP broadens our
scope of expertise and will form part of
our new Governance Services practice.
All six were secured at attractive multiples
and funded from retained cash and existing
debt facilities. Five of the six acquisitions
have completed and at the time of
publishing we await the final regulatory
approval[s] for the Citi Trust acquisition
is expected in mid 2025.
Acquisitions fully integrated
35/35
Successfully completed
bank carve-outs since 2010
8
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
20 JTC Annual Report 2024
STRATEGY – INORGANIC GROWTH CONTINUED
Geography
UK
UK
US, Delaware
Cayman Islands, BVI
and Dubai
UK, Guernsey
and Germany
US, Channel Islands,
Switzerland, Bahamas
and Singapore
Date completed
March 2024
July 2024
August 2024
November 2024
November 2024
Expected to complete
mid-2025
Division
ICS
ICS
PCS
ICS
ICS
PCS
Deal type
Privately owned
Institutional carve out
Bank carve out
Transformational
Privately owned
Institutional carve out
Transformational
Bank carve out
Size range
(EV)
<£5m
<£5m
£5-£20m
£50-£100m
<£5m
£50-£100m
2+2=5 factor
Complements and
enhances JTC’s UK fund
services offering, creating
further client cross-sell
opportunities.
Additional UK Cosec
capabilities and quality
specialised staff.
Strengthens our offering
to institutional clients.
Strengthens our capabilities
and adds scale in the
strategically important
Delaware market.
Broadens our scope
of expertise in
Governance Services,
providing competitive
differentiation
and cementing our
leadership position
in the Cayman Islands.
Enhances our Employer
Solutions platform and
adds an attractive book
of clients with an
opportunity to increase
their share of wallet
over time.
Strengthens and scales
our US presence, changed
our market profile and
transforms JTC’s Asian
footprint and provides
significant potential for
long-term value creation.
s our offering
onal clients.
ware
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
21 JTC Annual Report 2024
STRATEGIC OVERVIEW & KPIS
Key Performance Indicators
Revenue
Revenue is defined as income
arising in the course of an entity’s
ordinary activities.
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.
2024 performance
Revenue growth of 18.6% which comprised 11.3% net
organic revenue growth and inorganic revenue growth
of 7.3%.
Commentary
The PCS Division achieved 32.3% revenue growth and
the ICS Division achieved 10.8% revenue growth.
Target
In the Cosmos era (2024 - 2027) we target net organic
revenue growth of 10%+ every year.
Underlying EBITDA margin
EBITDA margin of the business
excluding non-underlying items.
Why it’s important
Underlying EBITDA margin is our key measure of how
well our business is performing, including relative to the
wider industry.
2024 performance
Decrease of 0.1pp to 33.3%.
Commentary
The ICS Division achieved 30.6% (-1pp), and the PCS
Division achieved 37.3% (+0.8pp).
Target
We aim to deliver an underlying Group EBITDA margin
in the range of 33% – 38%.
Underlying Cash conversion
Underlying cash generated from
operating activities divided by
underlying EBITDA.
Why it’s important
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.
2024 performance
98% underlying cash conversion (2023: 106%).
Commentary
Underlying performance ahead of guidance and
this reflects the continuing strong focus on working
capital management.
Target
We aim to achieve 85% – 90% cash conversion
each year.
Leverage
Third party debt less cash, divided
by underlying EBITDA.
Why it’s important
We need to manage the business without holding
excessive levels of debt and with sufficient headroom
in our banking covenants.
2024 performance
1.79x underlying EBITDA (2023: 1.43x).
Commentary
This has increased following 5 successful acquisitions in
the year and supported by exceptional cash conversion.
Target
We aim to stay within 1.5x – 2.0x leverage. We will
exceptionally increase this to 2.5x when supported
by clear visibility of incoming cash flow and rapid
reduction to our guidance range.
Target
+10%
2022
2023
2024
12.0%
19.9%
11.3%
Target
33%-38%
2022
2023
2024
33.0%
33.4%
33.3%
Target
85%-90%
2022
2023
2024
91%
106%
98%
Target
1.5x-2.0x
2022
2023
2024
1.59x
1.43x
1.79x
22 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
STRATEGIC OVERVIEW & KPIS CONTINUED
New business wins
Annualised value of new work won from
clients where we have a signed contract.
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.
2024 performance
Another record year for new business wins with an
increase by value of 15.9% to £35.7m.
Commentary
The ICS Division won new business with a total
annualised value of £20.5m and the PCS Division
won new business with an annualised value of £15.2m.
Target
We aim to achieve 10%+ in the annualised value
of new business wins year on year.
Client attrition
Work lost that was not end of life.
Why it’s important
We have a high proportion of annuity business.
Minimising the number of clients that leave JTC is
a key indicator of customer satisfaction.
2024 performance
Total client attrition was 4.7% (2023: 5.1%) with
regretted attrition (not end of life) of 1.6%
(2023: 1.8%).
Commentary
98.4% (2023: 98.2%) of revenues that were not end
of life were retained in the period.
Target
We aim to keep regretted client attrition at less
than 2.5% p.a.
Staff turnover
Number of staff who leave in the year
that we did not want to leave divided by
average number of staff in the year.
Why it’s important
We deliver a high touch service to clients. Maintaining
continuity of staff ensures that we are best able to
meet client needs.
2024 performance
Regretted turnover stayed at 4.0% at a Group level
(2023: 4.0%).
Commentary
Our people are highly regarded, and therefore
attractive in the industry and therefore this is a very
good performance.
Target
We aim to keep annual staff turnover, as defined, at less
than 10%.
Shared Ownership
The proportion of permanent
employees who are direct owners
of the business through our Shared
Ownership programmes.
Why it’s important
Shared Ownership is our key differentiator. It is
important that staff have a direct stake in our business
to promote a stakeholder
2024 performance
100% of permanent employees are owners of
the business.
Commentary
All new staff are awarded shares when they successfully
complete their probation period, as well as becoming
eligible for the EIP.
Target
100% of permanent employees to be owners of
the business.
Target
10%
2022
2023
2024
17.7%
25.2%
15.9%
Target
<2.5%
2022
2023
2024
1.7%
1.8%
1.6%
Target
100%
2022
2023
2024
100%
100%
100%
Target
<10%
2022
2023
2024
8.0%
4.0%
4.0%
23 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
CHIEF FINANCIAL OFFICER’S REVIEW
Continuing our revenue growth
momentum into the Cosmos era
As reported
Underlying*
2024
2023
Change
2024
2023
Change
Revenue (£m)
305.4
257.4
18.6%
305.4
257.4
18.6%
EBITDA (£m)
49.1
77.8
-36.9%
101.7
85.9
18.4%
EBITDA margin*
16.1%
30.2%
-14.1pp
33.3%
33.4%
-0.1pp
Operating profit/EBIT (£m)
18.9
52.7
-64.0%
71.6
60.8
17.8%
Profit before tax (£m)
-7.4
24.3
-130.5%
47.4
40.5
17.1%
Earnings per share (p)**
-4.44
14.20
-131.3%
41.80
37.30
12.1%
Cash conversion*
98%
106%
-8pp
98%
106%
-8pp
Net debt (£m)
206.9
135.1
71.8
182.3
123.3
59.0
Dividend per share (p)
12.54
11.17
12.3%
12.54
11.17
12.3%
*
For further information on our alternative performance measures (APM’s), see the Appendix to the Chief Financial Officer’s Review.
** Average number of shares (thousands) for 2024: 163,308 (2023: 153,659)
Consistent Financial Performance
Revenue +18.6%, driven by net organic growth of 11.3% (2023: 19.9%)
Underlying EBITDA +18.4% to £101.7m (2023: £85.9m), with a consistent underlying EBITDA margin of
33.3% (2023: 33.4%)
New business wins +15.9% to a record £35.7m (2023: £30.8m)
Excellent underlying cash conversion of 98% (2023: 106%)
Underlying leverage of 1.79x underlying EBITDA at period end, within the guidance range of 1.5x – 2.0x
Undrawn debt availability of £125.9m from a £400m facility at period end
Total dividend per share +12.3% to 12.54p (2023: 11.17p)
“Having raised our annual
organic growth guidance to at
least 10% for the Cosmos era, we
are pleased to deliver 11.3% of
organic growth at a consistent
margin. Once again, this
demonstrates our ability to invest
and deliver on growth whilst
maintaining our profitability.”
Martin Fotheringham
Chief Financial Officer
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
24 JTC Annual Report 2024
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
Revenue
2024 revenue was £305.4m, an increase of £48.0m
(+18.6%) from 2023. Constant currency revenue
growth was marginally higher at 20.2%, reflecting
some weakening of the US dollar throughout the year
(2023: 28.7%).
Net organic growth was 11.3% (2023: 19.9%),
delivering on Management’s medium-term guidance
range of 10% or higher. The rolling three-year average
increased to 14.4% (2023: 13.8%), remaining
consistent with the position mid-year and reflecting
the sustained growth that the business has delivered
over recent years.
Within organic growth, we have continued to see both
strong volume and pricing growth. We were delighted
to beat our upgraded net organic growth guidance
target in 2024, noting that, as previously highlighted,
volume growth in 2023 was exceptional thanks to the
strong uptake of our newly launched Banking and
Treasury services.
We achieved £24.0m of inorganic revenue growth in
2024 (2023: £17.9m). The full year impact of our M&A
activity in the year will be felt in 2025 and 2026.
Our fifteen largest clients represent 8.9%
(2023: 9.5%) of our annual revenue, reflecting
continuing reduction in customer concentration and
diversification of the business. The new business
pipeline remains healthy, and after a record year of
new business wins, now stands at £49.8m at the
period end (31.12.2023: £54.9m).
Net organic growth was driven by gross new business
revenues for 2024 of £38.7m (2023: £49.6m). Within
growth, we saw client attrition of 4.7% (2023: 5.1%),
with the three-year average falling to 5.4%
(2023: 6.4%). Our decreasing attrition rates reflect
the increasing longevity of our client relationships,
positively impacted by high-quality acquisitions in
recent years.
The retention of revenues increased to 98.4%
(2023: 98.2%), with the rolling three-year average
also improving to 98.3% (2023: 98.0%). The
three-year average has remained within a range
of 96.6% to 99.0% since our IPO.
Geographical growth is summarised below, the
highlight being the 48.8% growth recorded in the US
(2023: 70.5%), with the region now representing 32%
of our reported revenues (2023: 25%). The US remains
a key strategic region and has delivered the highest
growth for five successive years.
Underlying EBITDA and
Margin Performance
Underlying EBITDA in 2024 was £101.7m, an increase
of £15.8m (+18.4%) from 2023. This was a significant
increase on the prior year, although it was lower than
anticipated due to the weakening of the US dollar and
a later than expected completion date for FFP.
Our underlying EBITDA margin remained consistent
but reported a slight drop to 33.3% (2023: 33.4%).
Achieving increased revenue growth requires
significant up-front investment and this inherently
slows down margin progression.
As a people-driven business, our human capital is vital
to the continued longevity of our client relationships
and the quality of our service. In 2024, our staff
expenses (excluding the EIP share-based payment)
were 53.1% of revenue (2023: 51.2%) and are indicative
of our continued investment in the business.
To sustain growth and maintain our market position, while
aiming for +10% organic growth across our Divisions, we
will continue investing in the necessary infrastructure.
Revenue by Geography
2024
Revenue
2023
Revenue
£ +/–
% +/–
UK & Channel Islands
£135.9m
£128.2m
+£7.7m
+6.0%
US
£96.5m
£64.8m
+£31.6m
+48.8%
Rest of Europe
£40.8m
£38.7m
+£2.1m
+5.5%
Rest of the World
£32.3m
£25.7m
+£6.5m
+25.5%
Total Revenue
£305.4m
£257.4m
+£48.0m
+18.6%
Revenue growth, on a constant currency basis, is summarised as follows.
*
When JTC acquires a business, the acquired book of clients is defined as inorganic for the first two years of JTC ownership. Acquired
clients contributed an additional £24.0m in 2024, which can be broken down as follows: SDTC £18.1m, FRTC £2.3m, Blackheath
£0.3m, Hanway £0.8m, Buck £0.2m, and FFP £2.3m.
£254.1m
Lost
Won
£305.4m
2023 Revenue
2024 Revenue
£2.7m
£21.8m
£24.0m
£1.1m
£7.6m
£16.9m
Lost – Moved
service provider
Net more from
existing clients
Acquisitions*
Lost – JTC decision
Lost – Natural end/
no longer required
New clients
Revenue Growth
25 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
Institutional Client Services
Revenue increased by 10.8% when compared with
2023 (+19.5%).
Net organic growth, on a constant currency basis,
was 9.9% (2023: 19.4%), with the main source of
growth coming from the Caribbean and the US. The
rolling three-year average now stands at a strong
14.7% (2023: 15.2%), well above our medium-term
guidance range.
Our net organic growth was particularly pleasing in
a period where the macroeconomic uncertainty
resulted in tougher markets in the UK and Europe,
with a slowdown in the new fund launches and overall
activity levels, that was largely outside of our control.
Attrition for the Division fell to 4.5% (2023: 5.2%),
of which 2.9% (2023: 3.5%) was for end-of-life losses.
The rolling three-year average attrition now stands
at 5.7% (2023: 7.1%). The continued improvement
in attrition is still largely attributable to the SALI
and RBC cees acquisitions and to the 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 decreased
from 31.6% in 2023 to 30.6% in 2024, driven by
ongoing investments in people and infrastructure
to capitalise on growth opportunities, increased
regulatory obligations, and the delays in the launch
of new funds.
We remain confident that continued investment in the
Division will result in improved longer-term returns.
Private Client Services
Revenue increased by 32.3% when compared with
2023 (+48.5%).
Net organic growth, on a constant currency basis, was
14.0% (2023: 20.9%), with particularly strong growth
in the US and the Caribbean. The rolling three-year
average now stands at 14.5% (2023: 12.2%).
Attrition for the Division increased slightly to 5.2%
(2023: 5.0%), of which 3.7% (2023: 3.0%) was for
end-of-life losses.
Revenue growth, on a constant currency basis, is
summarised below.
The Division’s underlying EBITDA margin increased
from 36.5% in 2023 to 37.3% in 2024, driven by the
integration of recent acquisitions and an improved
performance from Kensington.
The Division continues to perform very well and
has consistently reported towards the top end of
Management’s medium-term guidance range.
Lost
Won
2023 Revenue
2024 Revenue
Lost – Moved
service provider
Net more from
existing clients
Acquisitions*
Lost – JTC decision
Lost – Natural end/
no longer required
New clients
£92.8m
£124.5m
£0.9m
£6.9m
£20.4m
£0.3m
£3.0m
£8.6m
Revenue Growth PCS
*
When JTC acquires a business, the acquired book of clients is defined as inorganic for the first two years of JTC ownership. Acquired
clients contributed an additional £20.4m in 2024, which can be broken down as follows: SDTC £18.1m, and FRTC £2.3m.
£161.3m
Lost
Won
£180.9m
2023 Revenue
2024 Revenue
£1.8m
£14.9m
£3.6m
£0.8m
£4.6m
£8.3m
Lost – Moved
service provider
Net more from
existing clients
Acquisitions*
Lost – JTC decision
Lost – Natural end/
no longer required
New clients
Revenue Growth ICS
*
When JTC acquires a business, the acquired book of clients is defined as inorganic for the first two years of JTC ownership. Acquired
clients contributed an additional £3.6m in 2024, which can be broken down as follows: Blackheath £0.3m, Hanway £0.8m, Buck
£0.2m, and FFP £2.3m.
26 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
(Loss)/Profit Before Tax
We have reported a loss before tax of £7.4m
(2023: £24.3m profit). This loss was driven by a
£36.4m expense for Employee Incentive Plan (EIP)
share awards, these are non-cash awards and are
settled out of shares held in the EBT and are treated
as a non-underlying expense. We had higher than
average acquisition and integration costs as a result of
the M&A activity across the year.
The depreciation and amortisation charge increased
to £30.1m from £25.1m in 2023. Of this £5.0m
increase, £3.2m was as a result of intangible assets
and £1.6m was as a result of increased depreciation
charges on right-of-use assets.
Adjusting for non-underlying items, the underlying
profit before tax increased by 17.1% to £47.4m
(2023: £40.5m). The relative increase was slightly
lower than the 18.4% growth reported in underlying
EBITDA, and this was due to the increased interest
expense on our borrowings that fund M&A activity,
with our financing expenses increasing by 31.0% and
impacted by additional debt drawdowns of £49.2m.
The interest rate applied to our loan facilities is
determined using SONIA, plus a margin based on
net leverage calculations. £180m of the drawn debt
facilities are fixed under a two-year interest rate swap
at c.4.3% (excluding bank margin), with the remaining
facility (£94.1m) chargeable at the floating SONIA rate.
Non-Underlying Items
Due to the Employee Incentive Plan distributions,
non-underlying items incurred in the period increased
significantly and totalled a £54.8m debit
(2023: £16.2m) and comprised the following:
2024
£m
2023
£m
EBITDA
Acquisition and integration costs
15.3
7.1
Office start-ups
0.6
0.6
Employee Incentive Plan (EIP)
36.4
–
Other
0.3
0.4
Total non-underlying items
within EBITDA
52.6
8.1
(Loss)/Profit Before Tax
Items impacting EBITDA
52.6
8.1
Loss/(gain) on revaluation of
contingent consideration
2.0
(0.5)
(Gain) on bargain purchase
(0.7)
–
(Gain) on disposal of subsidiary
(0.1)
–
Foreign exchange losses
1.0
8.5
Total non-underlying items
within Profit Before Tax
54.8
16.2
Acquisition and integration costs of £15.3m were
£8.2m higher than in 2023, reflecting the increased
M&A activity and the increased costs in H2 2024
associated with the acquisitions of FFP, FRTC, Buck,
and Citi.
Office start-up costs of £0.6m included costs related
to establishing infrastructure to trade in Austria and
Dubai, along with a new Netherlands entity. Our
experience is that these require significant up-front
investment in personnel in advance of trading and
the generation of revenues.
On 25 July 2024, following the successful conclusion
of the Galaxy era, the business granted 4.7m shares to
our employees. Of these, 50% vested in July 2024 and
were expensed in full, with the remaining shares due
to vest in July 2025 and the expense accruing evenly
over the period.
The £2.0m loss on revaluation of contingent
consideration relates to the perfORM earn-out. The
business had better than anticipated H2 2024 trading,
leading to an increased valuation and expected payout.
The gain on bargain purchase of £0.7m relates to
the acquisition of Buck. The gain is supported by the
synergies that Management expect to realise and the
acquired book being viewed as non-core by the sellers.
The foreign exchange loss of £1.0m relates to the
revaluation of inter-company loans (2023: £8.5m).
Management considers these losses as non-underlying
since 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.
Tax
The net tax credit in the year was £0.1m (2023: £2.5m
charge). The current tax charge was £3.5m
(2023: £4.1m), but this is reduced by deferred tax
credits of £3.7m (2023: £1.6m), mainly as a result of
movements in relation to the value of acquired
intangible assets held on the balance sheet and
temporary tax differences arising on acquired US
entities, where an element of our purchase
consideration is tax-amortisable.
Calculated against underlying profit before tax, our
2024 effective tax rate was 7.5% (2023: 10.1%).
The Group continues to regularly review its transfer
pricing policy, is fully committed to responsible tax
practices and compliance 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 significantly to -4.44p
(2023: 14.20p). Taking into account non-underlying
items our adjusted underlying EPS was 41.80p
(2023: 37.3p), an increase of 12.1%.
Adjusted underlying basic EPS reflects the profit for
the year, adjusted to remove the impact of non-
underlying items, amortisation of acquired intangible
assets, 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.
Management reviewed and updated its definition of
adjusted underlying EPS to exclude the impact of all
deferred tax releases. 2024 includes a significant
non-cash deferred tax credit that is not considered to
be reflective of operational trading and this change
ensures that the metric continues to report in line
with those used more widely by external investors
and analysts. Prior to this change, adjusted underlying
EPS was 47.45p (2023: 37.23p).
27 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
Return On Invested Capital
(ROIC)
ROIC for 2024 was 12.6%, reporting an increase on
prior year (2023: 12.3%), with both periods
significantly above our cost of capital. Improving
returns is particularly pleasing during periods of
heightened acquisition activity. In 2023, we
completed our largest acquisition to date (SDTC), and
in 2024, we completed a further five acquisitions.
We operate in an industry which is characterised by
widespread Private Equity ownership and a significant
level of past and continuing consolidation, often at
premium valuations. Such outlays can result in the
short-term dilution of returns. As I wrote in 2023,
these investment decisions are critical, and when
evaluating opportunities, we approach the question
as shareholders ourselves, considering both the
immediate return on capital and also the long-term
potential and strategic fit.
We measure ROIC on a post-tax basis and more
information on our approach can be found in the
appendix to Chief Financial Officer’s Review.
Intangible Assets
Our total assets at 31 December 2024 were £1.0bn
(2023: £0.9bn). Much of this increase has been as a
result of acquisitions, with goodwill continuing to
represent 58% (2023: 58%) of our total assets and
other intangible assets representing a further 17%
(2023: 16%).
Goodwill is assessed for impairment on an annual
basis and no impairments were recorded in 2024.
Customer relationships that form part of other
intangible assets are subject to impairment
assessments when impairment indicators are present.
No customer relationship impairments were recorded
in 2024.
Cash Flow and Debt
Underlying cash generated from operations was
£99.3m (2023: £91.2m) and underlying cash
conversion was 98%, which, although a drop from
an exceptional 2023 (106%), was well above our
medium-term guidance range.
Our strong performance was driven by 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. Our net investment days were stable in the
period at 71 days (2023: 72 days).
Management maintains their medium-term cash
conversion guidance range of 85% – 90%.
Reported net debt includes cash balances set aside
for regulatory compliance purposes. Our increasing
US presence has brought with it a greater regulatory
capital obligation, and at the end of the period,
we had £24.5m set aside for these purposes
(2023: £11.8m). Underlying net debt excludes this
and, at the period end, was £182.3m compared
with £123.3m at 31 December 2023. This increase in
underlying net debt at the year-end was expected, as
the business part-funded the FRTC acquisition with a
£13.5m drawdown in July 2024 and FFP with a
$46.3m drawdown in October 2024.
We are pleased to report that our underlying net
debt/underlying EBITDA leverage at the year end is
comfortably within our guidance range (1.5x – 2.0x) at
1.79x (2023: 1.43x). When taking into account the full
year impact of acquisitions completed in 2024, we
remain towards the bottom end of our guidance range.
As of 31 December 2024, the Group had undrawn
funds of £125.9m, which will allow us to finance our
acquisition activity. Our existing facilities mature on
4 December 2026, with an option to extend to
30 June 2028.
Dividend Per Share
We are pleased to propose a final dividend of 8.24p,
resulting in a 2024 dividend per share of 12.54p
(2023: 11.17p), which was a 12.3% increase on the
prior year. This remains consistent with our dividend
policy to declare at 30% of adjusted underlying EPS.
Subject to shareholders’ approval at the forthcoming
AGM, the final dividend will be paid on 27 June 2025
to shareholders on the register of members as at the
close of business on 31 May 2025.
Martin Fotheringham
Chief Financial Officer
28 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
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 9 to the
financial statements. The Group appreciates that APMs are not considered to be a substitute for, or superior to, IFRS measures but believes that the selected use of these may provide stakeholders with additional information
that will assist in understanding the business.
An explanation of our key APMs and links to the equivalent statutory measures have 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 the current
year’s 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.
Management’s medium-term guidance range is 10% or higher.
Underlying
EBITDA %
Profit/(loss)
Definition: Earnings before interest, tax, depreciation, and amortisation, excluding non-underlying items (see note 9 of the financial statements).
Purpose and strategic link: An industry-recognised alternative measure of performance that has been at the heart of the business since its incorporation and is 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, with the latter being excluded 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 that 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 non-cash items relating to the Group’s acquisition
activities, including amortisation of acquired intangible assets, 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. This is an industry-accepted APM and one that both external investors and analysts
use in addition to statutory measures.
29 JTC Annual Report 2024
STRATEGIC REPORT
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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
2024
£m
2023
£m
Reported prior year revenue
257.4
200.0
Impact of exchange rate restatement
(3.7)
–
Acquisition revenues
(12.4)
(1.0)
a. Prior year organic growth
241.7
199.0
Reported revenue
305.4
257.4
Less: acquisition revenues
(36.4)
(18.9)
b. Current year organic growth
269.0
238.5
Net organic growth % (b/a) -1
11.3%
19.9%
2. Underlying EBITDA
2024
£m
2023
£m
Reported profit
(7.3)
21.8
Less:
Income tax
0.1
2.7
Finance cost
25.4
19.2
Finance income
(1.3)
(0.8)
Other losses/(gains)
2.3
9.7
Depreciation and amortisation
30.1
25.1
Non-underlying items within EBITDA*
52.6
8.1
Underlying EBITDA
101.7
85.9
Underlying EBITDA %
33.3%
33.4%
*
As set out in note 9 to the financial statements. A reconciliation of divisional EBTIDA can be found in note 4 of the financial
statements.
3. Underlying Cash Conversion
2024
£m
2023
£m
Net cash generated from operating activities
78.7
81.3
Less:
Non-underlying cash items*
15.6
6.5
Income taxes paid
5.0
3.4
a. Underlying cash generated from operations
99.3
91.2
b. Underlying EBITDA
101.7
85.9
Underlying cash conversion (a/b)
98%
106%
*
As set out in note 36.2 to the financial statements.
4. Underlying Leverage
2024
£m
2023
£m
Cash and cash equivalents
89.2
97.2
Bank debt
(271.5)
(220.5)
a. Net debt – underlying
182.3
123.3
b. Underlying EBITDA
101.7
85.9
Leverage (a/b)
1.79
1.43
30 JTC Annual Report 2024
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
5. Adjusted Underlying Basic EPS
2024
£m
2023
£m
Profit for the year as per basic EPS
(7.3)
21.8
Less:
Non-underlying items*
54.8
16.8
Amortisation of customer relationships, acquired software and brands
16.9
14.3
Impairment of customer relationship intangible asset
–
0.7
Amortisation of loan arrangement fees
1.4
0.8
Unwinding of NPV discounts for contingent consideration
6.2
5.1
Temporary tax differences
(3.7)
(1.6)
a. Adjusted underlying profit for the year
68.2
57.3
b. Weighted average number of shares
163.3
153.7
Adjusted underlying basic EPS (a/b)
41.80
37.30
*
As set out in note 9 to the financial statements.
6. Return On Invested Capital
2024
£m
2023
£m
Profit for the period
(7.3)
21.8
Add back:
Non-underlying items*
54.8
16.2
Amortisation of customer relationships, acquired software and brands
16.9
14.3
Impairment of customer relationship intangible asset
–
0.7
Temporary tax differences arising on amortisation of customer relationships, acquired
software and brands
(3.7)
(1.7)
Net finance costs
24.0
18.4
Tax estimate on financing costs
(0.3)
(0.3)
a. Net operating profit after tax
84.4
69.5
+ Closing equity
533.9
503.9
+ Closing debt
271.6
220.5
- Closing cash
(89.2)
(97.2)
Invested capital
716.3
627.2
b. Average invested capital (opening + closing/2)
671.7
566.1
c. ROIC (a/b)
12.6%
12.3%
*
As set out in note 9 to the financial statements.
31 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
2022
2023
2024
£136.7m
£163.3m
£180.9m
2022
2023
2024
31.5%
31.6%
30.6%
2022
2023
2024
£235.3m
£281.3m
£281.9m
2022
2023
2024
£43.0m
£51.6m
£55.3m
Institutional Client Services
BUSINESS REVIEW
Highlights
• Revenue growth of 10.8% and new business wins of £20.5m.
• Robust net organic growth of 9.9%.
• Increased global recognition for expertise and service quality.
• Appointment of Kate Beauchamp as the Head of the Division
in September.
• Staff retention within the Division remained above 95% in 2024.
• Acquisition of FFP to broaden our scope of expertise, providing
competitive differentiation and cementing our leadership
position in the Cayman Islands.
• Ongoing robust risk management to keep abreast of the
ever-changing regulatory environment. This increase in
regulation is also a tailwind for establishing our Governance
Services practice.
“The ICS Division proved to remain
extremely resilient and a top-tier
market participant.”
Kate Beauchamp
Group Head Of Institutional Client Services
Underlying EBITDA (£m)
Underlying EBITDA margin
(%)
Lifetime value won (£m)
New leadership
The transition from my role as a Non-Executive
Director on JTC’s PLC Board, into leading the global
ICS Division has been seamless and personally,
immensely exciting. The strong foundation of the
Division and my deep understanding of the JTC
business as a whole is a major benefit to help us drive
ICS from strength to strength.
The leadership shift came at an opportune time for
evolution and to reinforce our strategic vision – to be
the partner of choice for global fund and corporate
solutions – and to ensure that we are equipped to
meet the ever-changing needs of our clients in a
dynamic regulatory environment.
Since my appointment in September, I have visited a
number of our offices across the globe and met the
talented team members who run the daily operations.
I have been impressed with the deep experience and
dedication of our team and am incredibly optimistic
about the future of the Division.
Revenue (£m)
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
32 JTC Annual Report 2024
BUSINESS REVIEW CONTINUED
“We have the right people, infrastructure
and technology in place to meet our
ambitious Cosmos era goals.”
Resilience and growth
In a year marked by change and macro-economic
headwinds, the Division has shown remarkable
resilience and adaptability to achieve 9.9%
organic growth. With revenue of £180.9 up 10.8%
from £163.3m and EBITDA growing to £55.3m from
£51.6m up 7.2% during the year. This was delivered at
a margin of 30.6%, driven by significant investments
made to our platform to improve the client
experience, enhance our operational efficiencies
and to assist with risk mitigation.
We have continued to grow, supported by significant
investments in our platform and a commitment to
delivering exceptional client service. When market
activity slows, the teams work with their clients to
adjust to the challenges. This has stood us in good
stead this year during a tougher macro environment,
as we achieved new business wins of £20.5m
(2023: £20.6m).
Strategic integration
and expansion
A highlight of the year has been the successful
integration of four acquisitions into the ICS Division,
expanding our capabilities and client offerings.
These acquisitions include FFP, which will form part
of our Governance Services practice. Blackheath
Capital Management has strengthened our Global
AIFM Solutions, particularly in the UK, while the
acquisitions of Buck and Hanway have enhanced our
geographic reach and bolstered our service delivery.
This expansion is a testament to our disciplined
approach to M&A, which is focused on integrating
acquisitions that complement and enhance our existing
service lines, while driving value for our clients.
Investing in technology and
operational efficiency
Throughout 2024, we have made extensive
investments in technology and operational efficiency,
underscoring our belief that staying ahead means
not just keeping pace, but leading the way. We have
enhanced our existing platform to ensure that it can
adapt to industry changes while continuing to pioneer
new methods to serve our clients effectively.
These investments have allowed us to improve our
efficiency, optimise our service delivery and create
a seamless experience for our clients.
Capitalising on regulatory change
The increasingly complex regulatory environment
has provided ample opportunities for us to support
our clients through bespoke solutions. Our
governance practice, Northpoint Governance, is a
significant component of our strategy to expand and
elevate our offerings beyond traditional institutional
professional services. By being agile and proactive in
understanding and addressing regulatory changes, we
can guide clients through their compliance challenges
and turn them into opportunities.
Looking ahead
As we look towards the remainder of the Cosmos
era, the inherent tailwinds of a growing propensity
to outsource, increasing regulation and the
attractiveness of alternative assets will remain in our
favour and present opportunities for us to expand our
client base and drive demand for our expert services.
The momentum from 2024 positions us well to
continue growing, adapting to market conditions,
and meeting the needs of our clients with agility
and precision.
Revenue growth
+10.8%
EBITDA
£55.3m
Margin
30.6%
New business wins
£20.5m
33 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
2022
2023
2024
36.3%
36.5%
37.3%
2022
2023
2024
£100.8m
£139.8m
£210.1m
2022
2023
2024
£63.4m
£94.1m
£124.5m
2022
2023
2024
£23.0m
£34.3m
£46.4m
BUSINESS REVIEW CONTINUED
Highlights
• Excellent net organic revenue growth of 14.0%.
• New business wins increased by 49% to a record £15.2m, driven
by strong performance from the US, Caribbean and Channel
Islands in particular.
• Acquisition of First Republic Trust Company of Delaware
(FRTC-DE) and the announced acquisition of Citi Trust, which is
subject to regulatory approvals.
• Winning several industry awards, including the prestigious STEP
Private Client Award for Trust Company of the Year (large firm).
• Staff turnover remained low at just 3.4% giving clients valuable
continuity of service.
Private Client Services
“We’ve enjoyed a period of strong
growth and expansion, underpinned
by our unwavering commitment to
delivering client service excellence.
In this first year of the Cosmos era
we’ve strengthened our position as
a world-class provider of trust and
supporting services.”
Iain Johns
Group Head of Private
Client Services
A year of growth and expansion
In 2024, our PCS Division has maintained strong
growth and expanded our capabilities, driven by an
unwavering commitment to delivering excellent
service to our clients. The Division has continued to
flourish, strengthening our platform and positioning
us as a leader in the private client space. We have also
won several industry awards, with the highlight being
named Trust Company of the Year at the STEP Private
Client Awards. This is a true testament to the strength
of our global team.
The period saw excellent net organic revenue growth
of 14.0%. New business wins were up by +49% to
£15.2m demonstrating the opportunities available
in the current market.
We 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.
Underlying EBITDA (£m)
Underlying EBITDA margin
(%)
Lifetime value won (£m)
Revenue (£m)
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
34 JTC Annual Report 2024
BUSINESS REVIEW CONTINUED
Strategic milestones and
market expansion
This year, we’ve strengthened our world-class
platform through strategic investments and
innovative enhancements. A major highlight was the
announcement of the Citi Trust acquisition, currently
subject to regulatory approvals, which will bolster
our presence in the US and further expand our global
footprint and service offerings, particularly in the
Middle East and Asia. We anticipate completing the
deal by mid-2025 and preparations for a smooth
integration are well under way. These investments
reflect our proactive approach to capturing value from
new opportunities, while enhancing the services we
provide to our clients. This allows us to support clients
even further by offering services that go beyond
what was previously available to them.
We have also taken deliberate steps to enhance our
market leadership in the US. With the acquisitions of
First Republic Trust Company in Delaware and Citi
Trust, we have cemented our position as the largest
independent provider of personal trust and supporting
services in the US and the only trust company able to
provide services from the three key states Delaware,
South Dakota and Wyoming. This expansion has been
a cornerstone of our growth strategy, emphasising
not only scale but also the delivery of value and
excellence to our clients in this fast-growing and
fragmented market.
Positioned for future growth
As we look forward, we will retain a focus on the US
market, which we see as holding immense potential
for future growth. We are leveraging our expanded
platform to capture new business opportunities and
to drive significant cross-sell initiatives across our
client base. Our US growth strategy is centred on
delivering exceptional value, and we are confident
that our platform will allow us to further expand
our reach and capabilities. In addition we see great
potential in other regions, and we will also be building
plans to enable more growth and further support
clients from the Middle East and Asia, as well as
continuing to help our many clients from Europe
and other jurisdictions.
Integration will continue to be a priority in the coming
year. Our goal is to ensure that the benefits of recent
acquisitions are fully realised, delivering enhanced
value to our clients, our people and our stakeholders.
People, culture and client service excellence remain
the core of our strategy, and we are committed to
investing in our people, technology and fostering a
culture of collaboration, innovation and excellence.
Looking ahead
Our focus on the US market will be complemented
by ongoing efforts to expand our service offerings,
enhance client engagement and develop innovative
solutions tailored to the unique needs of our clients
across the globe.
“By continuing our client-centric approach, we will
maintain our competitive edge and drive further
success throughout the Cosmos era to achieve our
ambitious goals.”
Revenue growth
32.3%
EBITDA
£46.4m
Margin
37.3%
New business wins
£15.2m
35 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
TECHNOLOGY & AI
Technology and AI
As a people business
increasingly enhanced and
enabled by technology, we are
committed to harness the
potential of AI and technological
advancements to enrich our
services and generate
efficiencies and innovations.
Our approach is multi-faceted,
focusing on the integration of
cutting-edge technologies to
improve our services and
operations, while continually
exploring new ways to integrate
technology across the Group.
ChatJTC
We’ve labelled ourselves as AI curious and actively
explore how AI can make our business more efficient.
One of our significant technological advancements
we’ve made in 2024 is the roll-out of ChatJTC, our
own Gen AI tool, across our entire business.
ChatJTC leverages generative artificial intelligence
from OpenAI which provides AI functionality and
business assistants for natural language search and
content summarisation and generation. Rather than
developing our own proprietary large language
models, ChatJTC provides the ability to integrate
existing models with our internal knowledge and data.
This enhances our ability to manage and utilise
information effectively, providing faster and more
accurate responses to client queries.
By leveraging the capabilities of OpenAI within our
secure JTC environment, we can actively encourage
our people to use the platform to find efficiencies
and automate tasks. Areas where we’ve seen major
innovation and efficiency include:
• Language Search: Streamlining information retrieval
and making it easier for our employees to find
relevant data quickly.
• Content Summarisation: Providing concise
summaries of large documents, enhancing our
ability to process and understand vast amounts
of information.
• Content Generation: Assisting in the creation of
reports, proposals and other documents, ensuring
consistency and quality in our communications.
The strategy is a phased approach to using AI, where
the first step was to deploy tools, such as ChatJTC, for
general use. The second step was to connect these
tools to JTC curated knowledge, such as policies and
procedures and we are now researching how we can
enable more sophisticated reasoning capabilities and
introduce AI agents.
Acceptable use of AI
In 2024 we’ve also updated our Group-wide ‘acceptable
use standard’ policy, which outlines the acceptable
use of computer equipment and data, to include the
acceptable use of AI. ChatJTC is the preferred and
recommended solution for our employees. While
the use of AI for work is encouraged, it is viewed as
an augmentation of their work, rather than a
replacement for it. The tools are useful to improve
efficiency but are not suitable for human judgement
and creativity, therefore our people are responsible
for verifying AI-generated responses are accurate,
appropriate, not biased and not a violation of any
individual or entity’s intellectual property.
Continuous exploration
and integration
We have invested in training our people to maximise
the benefits of our systems, ensuring that they are
equipped to leverage technology to deliver the best
results. This approach helps us combine the best
people with the best technology, driving both
organic growth and enhanced client satisfaction.
Our journey with technology and AI does not end
with the implementation of existing solutions.
We are constantly exploring new technologies
and finding innovative ways to integrate them into
our operations. As we move forward, we will keep
investing in technology and foster a culture of
curiosity and innovation to ensure that we remain
at the forefront of our industry.
Microsoft 365 Copilot
We initiated a project to assess the productivity
benefits of Copilot within specified scenarios in
four key areas of our business. Several team
members participated in the project to evaluate
the impact of using Copilot in their daily work.
The outcome proved that the impact of having
access to Copilot was positive, with productivity
gains in terms of time, accuracy and
presentation. These benefits were realised
within just 1-2 weeks of deployment. As we
entered into 2025, we have initiated a project to
roll out this solution further across the
organisation with a clear plan on training,
measuring ROI and continuous monitoring of
usage, all to ensure that we are maximising the
benefits, bringing efficiencies and reducing risk.
As anticipated, there are inherent risks involved
which our teams are actively considering.
36 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Sustainability
SUSTAINABILITY
“As we enter a new era
of business growth,
our approach to ESG
and sustainability
remains fundamental
to our success.”
Wendy Holley
Chief Operating Officer
and Chief Sustainability Officer
Introduction
In 2024, we refocused our sustainability strategy,
doubling-down on the most meaningful issues to JTC,
those that will protect our business and drive value for
our stakeholders. We have taken care to ensure the
alignment of goals and objectives that will provide
clarity, underpinned by performance measures and
targets that enable monitoring of sustainability
impacts, risks and opportunities. While this is an
evolving and dynamic space, we are confident that this
strategic direction is the right one for our business.
Coming into 2024, we identified specific areas under
each pillar that we wanted to progress to help set the
foundations for future success. First was to review and
enhance our ESG and sustainability policy framework.
Second was to set the ongoing direction for our
diversity, equity and inclusion strategy and strengthen
the data we collect. Third was to expand the scope
and accuracy of our emissions measurement to enable
net zero target-setting and planning.
Environmental
8.87
Tonnes of carbon
per employee
17,071
Tonnes of
carbon offset
10+
Buildings with
green credentials
Social
4%
Regretted employee
attrition
59%
Of our people
are female
93
People enrolled in tailored
management training
312
Promotions
£240,000+
Donated, fundraised
and contributed to charity
22,500+
Training hours logged
using JTC Academy
Governance
2050
Our net zero target
44%*
Of board members
are female
67%*
Of Board members
are Non-Executive
Directors
*post period close
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
37 JTC Annual Report 2024
Our ESG Framework
The purpose of our
ESG Framework
is to focus on the
sustainability
objectives that are
most relevant to our
business. These are
our people, data and
the environment.
Over time, we fully expect our ESG Framework to evolve and new
elements will be added for us to define, measure and track.
Environmental
Social
Governance
Goal
Transition to net zero and embed sustainability
into our commercial offering
Optimise the experience for our people and
provide service excellence to our clients
Maintain the highest standards of business
conduct and ESG oversight
Priority issues •
Climate change
•
Carbon emissions
•
Energy
•
Client experience and satisfaction
•
Diversity, equity and inclusion
•
Talent development and engagement
•
Board leadership and effectiveness
•
Business ethics
•
Privacy and data security
Objectives
•
Assess the impact of JTC’s business operations
on the environment
•
Reduce our carbon footprint and engage with
employees, suppliers and partners to support
environmental goals
•
Develop and expand our sustainability services
to support clients in the low carbon transition
•
Apply our culture of Shared Ownership and
meritocracy to best service the needs of
our clients
•
Understand and increase the representation
of diverse talent throughout JTC
•
Hire, develop and retain the best people,
helping them to maximise their potential
•
Prioritise Board composition to ensure diversity
of thought, background and experience
•
Enhance Board level oversight of ESG
•
Maintain robust risk frameworks and
best-in-class controls
Targets
•
50% reduction in scope 1 & 2 emissions by
2040
•
Achieve net zero (scopes 1, 2 & 3) by 2050*
•
Remain carbon neutral through purchase of
validated carbon offsets
•
Annual regretted client attrition <3.5%
•
Annual voluntary employee turnover <10%
•
100% of permanent employees to be owners
of the business
•
Zero monetary losses from legal proceedings
associated with professional integrity
•
Zero data breaches requiring regulator
notification
•
100% employees trained annually on key
governance-related policies
2024 focus
Scope 3 emissions measurement, developing
sustainability services for clients
Diversity, equity & inclusion strategy development
and data
Board composition and ESG policy development
2024
performance
•
Absolute scope 1 & 2 emissions: 1,920 tCO2e;
(2023: 1,881 tCO2e)
•
Carbon intensity: 8.87 tCO2e per employee;
(2023: 13.52 tCO2e)
•
Carbon offsetting: 17,071 tCO2e offset; (2023:
4,625 tCO2e)
•
Voluntary employee turnover rate: 4%;
(2023: 4%)
•
Shared Ownership: 100% of permanent
employees; (2023: 100%)
•
Regretted client attrition: 1.6%; (2023: 1.8%)
•
Average training hours per employee: 11.72;
(2023: 8.47)
•
Gender representation of Director group:
40.5% female
•
Total monetary losses from legal proceedings
associated with professional integrity: 0;
(2023: 0)
•
Reportable data breaches: 0; (2023: 0)
•
Gender representation on the Board: 44%
female; (2023: 38% female)
•
Employees trained on key governance related
policies: 100%; (2023: 100%)
* Indicative – reflective of targets adopted by similar organisations
SUSTAINABILITY CONTINUED
38 JTC Annual Report 2024
STRATEGIC REPORT
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ADDITIONAL INFORMATION
Shared Ownership
award of c. £50m
made following the
achievement of the
Galaxy era goals
Calculated scope 3
emissions for first time
Created DEI
framework
Launch of ChatJTC
May Knight & Dawn
Marriott appointed
to JTC PLC Board
Nigel Le Quesne
creates JTC Shared
Ownership and
establishes it with
half of his own
equity
JTC is founded
Our Sustainability Timeline
Updates made to
Terms of Reference
to provide Board
level consideration
on ESG risks and
opportunities
JTC Academy
launched
Kate Beauchamp is
appointed as a
Non-Executive
Director
JTC discloses
under CDP for
the first time
JTC becomes a
signatory of the
UN Principles of
Responsible
Investment
Shared Ownership
award of £14m
made with the
Group’s IPO
JTC Wellbeing
launched
JTC reports
under SASB for
the first time
JTC becomes a
Carbon Neutral+
company
JTC reports under
TCFD for the
first time
JTC launches its
Sustainability
Services product
offerings
JTC sets a net zero
target
Review of ESG ratings
agency reports
Employee Voice Forum
established
JTC Gives launched
Global landlord survey
for JTC premises
1st Shared
Ownership award
of £12m is made
Wendy Holley
appointed JTC’s
first Chief
Sustainability
Officer
Erika Schraner is
appointed as a
Non-Executive
Director
JTC Gateway
launched
1998
1987
2012
2017
2021
2018
2022
2022
2022
2022
2019
2022
2022
2023
2024
2015
K E Y
Environmental Social Governance
equity
SUSTAINABILITY CONTINUED
39 JTC Annual Report 2024
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ADDITIONAL INFORMATION
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 that 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
• All employees do specific training each year
Risk management
Risks, including environmental and social risks,
are catalogued and centrally managed.
Employees receive training and education to
ensure that 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
People and 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.
The below key pillars are in support of our
people and culture:
• JTC Academy
• JTC Gateway
• JTC Wellbeing
• Annual Employee Survey
Governance Priorities
Read more on Climate and Supply
Chain on page 51, in our Risk
Management section on pages 60 to 69
and in the report of our Governance &
Risk Committee on pages 93 to 95.
Read more on our SASB disclosure on
pages 58 to 59.
Read more about our people and culture
on pages 42 to 49.
eople and culture
Gove
SUSTAINABILITY CONTINUED
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ADDITIONAL INFORMATION
40 JTC Annual Report 2024
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.
David Vieira,
Group Head of
Sustainability
Services
PLC Board, Governance and Risk Committee
Group Holdings Board
Level 1
Level 2
Level 3
External
Bodies
Sustainability Forum
HR
Legal
Comms
IT
Risk
Co Sec
PLC Board, Governance
and Risk Committee
JTC’s Board of Directors has oversight
of sustainability matters. 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.
Group Holdings Board
The Group Holdings Board ensures that
our sustainability strategy is embedded
into operations within the business on a
Group-wide basis.
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.
g
Vieira,
Head of
nability
es
Level 3
External
Bodies
G OVE RN A N C E
SUSTAINABILITY CONTINUED
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ADDITIONAL INFORMATION
41 JTC Annual Report 2024
SUSTAINABILITY: THE ANNUAL EMPLOYEE SURVEY
Our Annual Employee Survey
In line with our ESG Framework (see page 38) and our
specific focus on our people, in 2024 we once again
turned to our employees to make their voices heard.
This year we expanded the questions to gain deeper
insights into their experience at JTC with additional
emphasis on wellbeing, diversity and inclusion.
Through our partnership with MyAnova, a science-
backed employee engagement survey platform,
we gathered data to help build happier, healthier
workforces. We see our employee engagement as
playing a key role in ensuring that we foster an
environment where everyone feels included, valued
and supported.
(no change YOY) voluntary response rate
from global team
This is unchanged from last year, indicating positive levels
of participation across our global team.
15
(-1p 2023) Group-wide employee
Net Promoter Score
Employees highlighted the pride people take in their work,
the expertise within the business, and the positive team
environments.
(+1pp 2023) agree that they value being
an employee owner at JTC
Employees reported that they highly value JTC’s Shared
Ownership scheme, where every employee is an owner
of the business.
(no change YOY) agree that there is a
positive work culture at JTC
Employees feel that the work culture they see and
experience at JTC is a positive one, across the Group.
(-5pp 2023) understand JTC’s plans for
future growth and success
Employees expressed a clear understanding of future plans
for business growth and long-term success.
(New question) agree that it is important
for them to work for an organisation that
values diversity, equity and inclusion
Response Rate
Value of Shared Ownership
Positive Work Culture
Value of Diversity, Equity
and Inclusion
Employee Net Promoter Score
Understanding Our Strategy
89%
86%
81%
83%
84%
42 JTC Annual Report 2024
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ADDITIONAL INFORMATION
Our Employee Voice
Quotes from our 2024 annual employee survey
SUSTAINABILITY: EMPLOYEE VOICE
I feel recognised and valued
as a JTC employee.
People come first.
JTC does a good job of regularly
acknowledging staff for their
achievements.
My colleagues are helpful and
approachable and I enjoy the
work I do.
People take pride in looking
after their clients and go the
extra mile to make sure that
they are kept happy.
Hard work is rewarded.
The culture of JTC is what
inspires me to work here and is
also why I would recommend
JTC as a service provider.
It is truly rewarding to show up
every day knowing that I’m part
owner of the company I work for.
Shared ownership is our
special sauce!
I appreciate the amount of
work that has gone into aligning
employees’ interests with those
of the business.
Shared
Ownership
Service
Excellence
Maximising
Potential
43 JTC Annual Report 2024
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ADDITIONAL INFORMATION
“It is really a wonderful
company to work for.”
-JTC employee owner
SUSTAINABILITY: EMPLOYEE ENGAGEMENT
Employee Engagement
JTC Gateway
The JTC Gateway programme offers our people
the opportunity to work in Group locations
around the world, supporting their personal and
professional growth. Participants learn more
about themselves, each other and how the
business operates in different environments.
We have relocated 12 employees to new locations,
over recent years, with five relocations taking
place in 2024 alone.
We run several additional initiatives across our global
offices, providing opportunities for our people to
contribute to meaningful conversations and
enhance our collective work environment.
These include:
1. Communications Champions
The Communications Champions forum is made up
of 48 team members across 24 locations. They meet
monthly to discuss life at JTC, with a particular focus
on the effectiveness of our internal communications.
Each conversation contributes to our efforts to ensure
that everyone feels connected and informed. In 2024,
the forum covered topics ranging from innovation,
talent development, commercial updates, GDPR
initiatives and global internal projects.
2. Joogle
Dubbed ‘the people’s platform,’ Joogle serves as a
hub for business updates, tools, systems and stories
that illustrate our Shared Ownership culture. We
have invested time and resources to ensure that
Joogle is fit for purpose, aligning with our goal of
fostering interconnectedness and accessibility
for all employees.
JTC as a Place to Work: We focused on building a
consistent culture across our offices, recognising
outstanding employees, and launched the Talisman
programme to enhance career development and
personal growth for everyone at JTC.
Tech and Efficiencies: We have prioritised
digitisation and automation within the business,
including the launch of Chat JTC, with various
initiatives rolled out across the Group impacting
both commercial and process activities.
Ownership 4 All Day
On 25 July 2024, we celebrated ‘Ownership 4 All’ day,
when all our permanent employees received their
Galaxy era Share Awards. The aim of the day was to
recognise the power of collective effort and the
tangible impact of being rewarded as an owner of the
business. Every JTC office embraced the celebration,
sharing stories of what it means to be an employee
owner and how Shared Ownership influences our
collective success.
Recognition
We consistently recognise those who go above and
beyond to push a project over the line or ensure
exceptional client service. Our ‘Above and Beyond’
initiative identified 33 employees this year, whose
achievements spanned across locations, including
providing superior client experience in Amsterdam,
celebrating teamwork in Edinburgh and showing
five-star hospitality to intermediary and client
visitors in Mauritius.
33
Employees were recognised through
our above and beyond initiative
3. The employee experience
We understand the importance of the work
environment and support initiatives to further
promote collaboration and teamwork. We run
a number of social events, active events and
much more.
www.jtcgroup.com/jtc-careers/life-at-jtc/
Read more about our social activities on
page 48.
4. Employee Voice Forum
This forum spearheaded a number of initiatives across
the Group:
Shared Ownership: We launched comprehensive
communication sessions to explain the Galaxy EIP
share award and vesting process.
Understanding the Strategy: To clarify our Cosmos
era strategy, we shared our clear financial and
strategic goals and targets with the entire business,
covering Group, Divisions and Operations.
44 JTC Annual Report 2024
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ADDITIONAL INFORMATION
JTC Academy
JTC Academy is the dedicated training and talent
development hub for JTC, offering a comprehensive
range of learning opportunities designed to
empower employees at every stage of their career.
The academy provides tailored programs in leadership
development, technical skills and induction training to
ensure employees are equipped with the knowledge
and expertise required to excel in their roles from day
one with us. Whether employees are new to the
organisation or seasoned professionals, JTC Academy’s
structured learning pathways are designed to foster
growth and support long-term career progression.
In addition to structured programs, JTC Academy boasts
an extensive library of over 6,000 learning materials,
giving employees access to a wealth of resources to
develop their skills on demand. This vast collection
covers a diverse range of topics, from industry-specific
knowledge to personal development tools, ensuring
every team member has the opportunity to expand their
expertise. By investing in this rich blend of training
services, JTC demonstrates its commitment to nurturing
talent, driving innovation, and maintaining high
standards across its global workforce.
JTC-designed management
programmes
JTC Academy offers a robust and comprehensive
range of leadership and management programmes
designed to support employees at all levels across
JTC’s global network. These programmes are carefully
structured to develop essential leadership skills,
enhance strategic thinking, and empower employees
to drive success within their teams and the wider
organisation. By investing in leadership development,
JTC ensures its people are equipped with the
capabilities needed to navigate complex challenges,
foster innovation, and lead with confidence.
A key feature of JTC Academy’s leadership offering is its
high-investment programmes delivered in partnership
with some of the world’s leading business schools as
part of JTC’s talent development programme. These
prestigious programmes provide selected employees
with invaluable insights from renowned academic
experts and industry leaders, ensuring they gain
cutting-edge knowledge and practical skills to excel in
leadership roles. In addition, JTC Academy’s dedicated
talent programmes focus on nurturing high-potential
employees, offering targeted development
opportunities to prepare future leaders and ensure a
strong leadership pipeline across the organisation.
Complementing these initiatives is JTC Academy’s
‘Leading Together’ series, a comprehensive collection
of leadership topics designed to inspire and empower
leaders at all levels. Covering a wide range of themes
– from effective communication and decision-making
to leading our shared-ownership culture – the
‘Leading Together’ series offers flexible learning
opportunities that align with JTC’s collaborative and
people-focused culture.
By combining world-class education, tailored talent
development, and accessible leadership resources, JTC
Academy plays a vital role in cultivating a strong,
confident, and future-ready leadership community.
Welcome to JTC
17 hours
of welcome to JTC induction
training provided
The ‘Welcome to JTC’ curriculum
provides a consistent induction
experience for all new joiners across
the Group.
Policy requirements
All training activities are now trackable, ensuring
adherence to policy requirements. Jurisdiction-
specific enhancements to our core induction
programme have commenced and will continue
into 2025, helping us maintain a consistent yet
adaptable approach to onboarding across all our
global offices.
Ongoing training
As a financial services firm that operates in a
highly regulated environment, cyber security,
anti-money laundering (AML) and data protection
is of the utmost important. Every employee plays
a critical role in safeguarding our business,
colleagues and clients from potential threats.
AML training
100%
of our people have completed annual AML training
Data protection training
1,400+
Hours of data protection training
Cyber security training
800+
Hours of our annual cyber security training
Total training hours
22,500+
All training hours logged by our people this year.
Reflecting our dedication to continuous learning
and development.
s
SUSTAINABILITY: JTC ACADEMY
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ADDITIONAL INFORMATION
SUSTAINABILITY: DIVERSITY, EQUITY AND INCLUSION
Diversity, Equity and Inclusion
We are dedicated to ensuring a truly diverse and
inclusive organisation where everyone’s unique
contributions are valued, and every employee has
equal opportunity to progress. Our commitment
to fairness, equitability and meritocracy ensures
that all talent is recognised and nurtured.
In 2024, we again reviewed our Equal
Opportunities and Dignity at Work Policy to
ensure compliance with relevant jurisdictional
labour laws and that it continues to be fit for
purpose. We also refreshed our Grievance Policy
to align with best practices and maintain our
commitment to equity within the workplace.
Employee Survey – DEI results
Our internal DEI principles are not just policies; they
are lived values, embedded in our culture. We are
committed to the equal treatment of all our
employees and in turn, expect all employees at all
levels, to abide by and aspire to this general principle.
For our 2024 annual employee survey, we included a
dedicated section to focus on our people’s views and
suggestions on our DEI efforts. Our colleagues made
their voices heard and provided valuable insight about
their day-to-day experience of our DEI principles.
Suggestions for further advances, such as improved
communication and more education, were made
which will allow us to continue building our positive
working culture across our global team.
DEI benefits the business
88%
understand why improving DEI and belonging
is good for JTC as a business.
Value of DEI
84%
of employees expressed that it is important
for them to work for an organisation that
values DEI.
Belonging
76%
agree that they feel like they belong at JTC.
Key initiatives included:
• Data Collection: Our 2024 employee survey
included DEI-related questions with the aim
of helping us better understand and address
areas of improvement. The data will also
offer a baseline to measure our progress
according to our people.
• KPIs and Accountability Metrics: Identified
key performance indicators and metrics to
track our progress in DEI, ensuring that we
hold ourselves accountable to our
commitments.
• Current Practices Analysis: Completed a
comprehensive analysis of all DEI activities
within JTC to gain deeper insights into our
people’s needs and experiences, identify areas
for improvement and measure our current
approach against best practice.
• Vision Statement and Board Engagement:
Developed a vision statement for DEI
guidance, reinforced by the results of the
employee survey. We engaged the Group
Holdings Board with planned activities to
further embed DEI into our culture and
strategy in 2025.
usiness
an
“JTC’s efforts toward DEI are
noticeable and appreciated. It’s
encouraging to see initiatives
that focus on improving diversity
at all levels, as it helps create an
environment where everyone feels
valued and respected, regardless
of their background.”
46 JTC Annual Report 2024
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SUSTAINABILITY: LEADERSHIP AND GROWTH
Leadership and Growth
Own Your Future at JTC
Our strapline ‘Own Your future’ is intrinsically linked
to providing employees with a diverse range of
development opportunities that allow them to
develop themselves in both a professional and
personal capacity. We believe our first-class learning
and development courses (offered through JTC
Academy), a competitive benefits package and our
meritocratic approach to opportunities truly sets
us apart.
In addition to supporting business objectives, JTC
Academy empowers employees to take ownership of
their personal career trajectories. By offering diverse
and relevant training opportunities, employees can
actively pursue their professional goals, enhancing both
their career satisfaction and their contributions to the
company. JTC Academy plays a crucial role in driving
the future success of our organisation by fostering a
culture of continuous learning, development and
growth. This dual focus on business objectives and
personal growth ensures a well-rounded approach
to achieving long-term strategic goals.
Project Talisman
Through JTC Academy, we have launched in 2024
‘Project Talisman’ – a comprehensive talent and
succession programme. The overarching aim of
Project Talisman is to create an accurate ‘talent
and succession picture’ for JTC with identified high
potential employees at all levels and observations
for successors at each level of seniority. The project
also focused on practical steps to deliver bespoke
development for those identified as having high
potential at appropriate levels and to develop a richer
and wider JTC Academy offering of development
opportunities for all employees.
The programme focuses on three key strands to bring
talent development to life:
• 9-Box Grid Talent Placement: Assisting employees
in mapping their current potential against more
senior roles for future development, aligning
individual growth with the broader vision of
interconnected progression.
• Personal Development Plans (PDPs): Encouraging
employees to align their training with personally
motivating objectives.
• Succession Planning: All employees at the Director
level and above have been asked to put succession
plans in place, ensuring that future successors are
identified and nurtured within the business.
During 2024, all employees were encouraged to work
with their line manager after the talent grid discussions
to develop a robust development plan, with over 1,250
development plans in place by year end.
25
Individual Executive Development
Assessments completed for our identified
‘top talent zone’ Managing Directors,
Group Directors and Regional Heads
This involved individual, in-depth reflective discussion,
psychometric profiling and bespoke feedback,
including their line manager to identify and explore
potential, to assess robustness of succession plans, to
motivate, retain and engage our top talent at C-Suite
-1 and -2.
77
Group development assessment centre
places were awarded to identified
‘top talent zone’ Directors and Senior
Directors at a leading UK business school
This involved a 2.5-day group development
assessment centre to provide individualised
feedback and leadership development modules on
key themes for our business and to build
cross-Group collaboration. This high-investment
programme also focused on role-modelling our
future organisational leaders on delivering
coaching and feedback, helping them flesh out
their development plans, and supporting them in
the development of robust development plans.
Leading Together
We rolled out a new Group-wide leadership
framework under our ‘Leading Together’ internal
campaign. For us, leadership encompasses much
more than a managerial title. It is defined by actions,
communication and collaboration across four key
areas; people, clients, financial performance and
risk management.
“Leadership is about more than
authority; it’s about influence,
integrity and the ability to inspire
others. Leading Together reflects
our commitment to developing
these qualities in every employee,
ensuring we all have the tools
to lead ourselves and others
to success.”
Nigel Le Quesne, CEO
Promotions
In 2024, we promoted 312 employees globally,
recognising individual performance. These
achievements are testament to our ongoing
commitment to nurture talent to maximise
individual potential and professional
development. Promoting from within is a
cornerstone of our approach, ensuring that our
people have fulfilling, lifelong careers at JTC.
312
Promotions made across the globe
376 RFDs*
approved in 2024 – ensuring we deliver on
our promise to support all employees in
achieving professional qualifications from
industry bodies including STEP, CGI, ACCCA
and many more.
*RFD: Request for Development
47 JTC Annual Report 2024
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JTC Wellbeing
Wellbeing at JTC
Supporting our employees’ mental and physical
wellbeing is a key priority for us. Across our global
offices, we run a variety of initiatives designed to
enhance wellbeing. The number of JTC Mental Health
First Aiders (MHFAs) has continued to grow, with
over 50 trained MHFAs across 10 jurisdictions.
These volunteers have completed an accredited Level
3 Mental Health First Aid course, and the programme
has expanded to include 12 new volunteers, with
more awaiting training. This ensures that more of our
people have access to support resources, contributing
to a positive and supportive work environment.
In addition, we’ve allocated a budget to individual
offices, enabling them to host wellness activities
tailored to their needs. These activities range from
healthy breakfasts, desk plants, regular smoothies
to yoga classes – creating a diverse approach to
promoting health and wellbeing.
Menopause awareness
We introduced a comprehensive menopause
programme across the business to:
• Create a positive menopause culture through
increasing awareness
• Develop a menopause mindset through menopause
champions and support for managers
• Build supportive and inclusive practices for those
both directly and indirectly experiencing
menopause transition
We partnered with a highly experienced menopause
educator and workplace consultant to conduct
workshops and foster open conversations across
the business.
JTC Active
Our JTC Active programme encourages teams to
participate in sporting events, promoting a healthy,
active lifestyle while also supporting local charities.
This year, nine jurisdictions got involved in over 50
different initiatives, taking part in some form of
physical activity from football to running, tennis
to golf and even a superhero summer festival.
JTC Social
The JTC Sports and Social calendar flourished in 2024.
We provided each office with a sports and social
budget, which they used creatively to foster a sense
of community. We focused on smaller, ongoing
initiatives throughout the year to maintain a constant
flow of activities that bring our people together and
almost 120 events were hosted in 27 locations.
We aim to ensure that every jurisdiction has the
opportunity to develop teamwork and camaraderie
inside and outside of the working environment.
JTC Social stats
120
events hosted
27
locations7
locations
MHFA Training
50+
MHFAs have been trained across 10 jurisdictions
For more information about life at JTC visit:
www.jtcgroup.com/jtc-careers/
SUSTAINABILITY CONTINUED
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Supporting St Jude in the US
Our team in the US made a fantastic effort
raising over $5,500 for St Jude Children’s
Research Hospital, which JTC matched with
a further $10,000 donation. Their work
significantly aids the treatment and research
of childhood cancer, providing crucial support
to families facing childhood illness. We are
incredibly proud of the effort by our teams
across the US, including team members from
Austin, Boston, San Jose, New York, Delaware,
South Dakota and St Louis who got involved
and participated in the St Jude Walk Run in
September 2024.
Community giving
JTC Gives is our employee-led Corporate Social
Responsibility programme, supporting the
communities where we live and work. It
encourages our people to engage in fundraising
and volunteering through a structured
framework, focusing on charities within three
remits: knowledge (youth, education and
innovation), sustainability (climate,
environmental protection, and ecological
development), and wellbeing (physical and
mental health, quality of life and DEI). These
remits are based on causes that our people
have championed in the past.
Each JTC office receives a £3,500 grant for
their chosen charity and organises at least one
fundraising event to supplement this donation.
This year we have donated over £87,000 to
more than 27 charities in this way.
JTC
Gives
2024 season’s greeting
charity of choice
Continuing our tradition of giving back, we donated
£5,000 to the World Cancer Research Fund, instead
of printing and posting festive cards to clients.
This year’s giving reinforced our commitment to
making a positive difference and supporting the
interconnected wellbeing of the communities
we serve.
£240,000+
Donated in 2024
85+
Initiatives supported
JTC Gives
SUSTAINABILITY CONTINUED
49 JTC Annual Report 2024
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ADDITIONAL INFORMATION
Walking the talk
As a leading, publicly listed professional services
business, we recognise our responsibility and the
opportunity to support our clients in achieving
their own sustainability goals and obligations.
In 2024 we continued to invest in our service
delivery teams in the US and UK / Europe and
developed new technology partnerships to
better serve our clients.
Our offerings are closely aligned with our core
funds, corporate and private client service lines,
capturing the commercial opportunities that
sustainability and impact present.
Sustainability Services
for our clients
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 a
comprehensive suite of offerings, from ESG health
checks and Board level training to policy reviews
and bespoke strategic planning.
Virtual Chief
Sustainability Officer
Our virtual Chief Sustainability Officer (vCSO)
service gives clients access to the benefits of a
professional CSO and an associated team on a
flexible, outsourced basis. This reduces overheads and
creates a bespoke sustainability programme that
draws on our advisory, regulatory compliance and
outsourced reporting capabilities.
Post period end, we formally announced a
partnership with specialist sustainability technology
company, Novata.
A B-Corp certified public benefit corporation, Novata
offers a global technology-driven sustainability
management platform, providing comprehensive
solutions that can automate data collection and
reporting, streamline carbon accounting, and simplify
regulations – all aimed at making it easy for
organisations to achieve their sustainability goals.
Novata’s current clients manage a combined total
of more than US$12 trillion of assets.
Regulatory compliance
A key consideration for many clients is
compliance with mandatory regulations,
particularly in Europe, where sustainability
legislation is considered most advanced. In
2024, we focused on key areas of compliance,
including the Corporate Sustainability Reporting
Directive (CSRD) for corporate clients and the
Sustainable Finance Disclosure Regulation
(SFDR) for funds clients. Our efforts ensure
that clients are not only compliant but are
also well prepared to thrive in an increasingly
regulated environment.
Outsourced reporting
Sustainability reporting, whether mandated or
voluntary, can be challenging and time-
consuming. It requires a detailed understanding
of relevant frameworks as well as appropriate
methods and systems to collect and process
large amounts of data. These characteristics
represent a natural fit for JTC, mirroring our
success in tax compliance reporting. Our
outsourced reporting service aligns with the
long-term relationships we develop with clients,
enabling them to focus on their core
competencies while we handle the intricacies
of sustainability reporting. This service is not
limited to European clients driven by regulatory
demands but is also used by US clients in the
impact funds space.
Virtu
ance
ents is
ations,
nab
SUSTAINABILITY CONTINUED
50 JTC Annual Report 2024
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ADDITIONAL INFORMATION
Sustainability Standards of JTC Offices
JTC is dedicated to advancing our sustainability goals through the buildings and infrastructure we
occupy. Our headquarters, JTC House in Jersey, achieved a score of ‘Excellent’ through BREEAM,
the second-highest rating for commercial premises. Other JTC offices that adhere to sustainable
standards, or feature sustainable characteristics include:
Office
Standard/Characteristic
Cape Town, South Africa
Rooftop solar panelling
Dubai, UAE
LEED Gold certification
Dublin, Ireland
100% renewable energy powered
Geneva, Switzerland
Built to Swiss Sustainable Building Standard
George Town, Cayman Islands Built to LEED standards
JTC House, Jersey
BREEAM accredited (‘Excellent’)
Luxembourg
BREEAM accredited (‘Very Good’)
Miami, USA
Energy Star partner
London, UK
BREEAM accredited (‘Excellent’)
Vienna, Austria
100% renewable energy powered
tructure we
BREEAM,
nna
Climate and Supply Chain
Net zero
In 2024, we took additional steps to evaluate the
feasibility of our net zero target. Engaging with
landlords globally has proven challenging and
gathering the necessary data about our energy
sources harder than we anticipated. This has led us
to undertake an analysis of our scope 3 emissions to
gain a better understanding of the steps it will take
our organisation to reduce our overall emissions.
As a result, we have revised our target to a 50 per
cent reduction of scope 1 and 2 emissions by 2040
with an ambition to achieve net zero by 2050.
Reporting to CDP
In 2024, we made our second public submission to
the 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.
For more information, please refer to JTC’s full
Carbon Disclosure filing at www.cdp.net
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. In 2024, JTC began the process of
drafting a supplier code of conduct.
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.
Read our full modern-slavery statement at
www.jtcgroup.com/modern-anti-slavery-and-
human-trafficking-statement/
SUSTAINABILITY CONTINUED
51 JTC Annual Report 2024
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ADDITIONAL INFORMATION
JTC is reporting under the Task Force on Climate-Related Financial Disclosures (TCFD) framework, as required under Listing Rule 6.6.6R (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, while
significant progress has been made to establish meaningful Metrics and Targets, work is ongoing to build a measurement framework that will enable closer management and monitoring of our climate-related
risks and opportunities. This includes our Scope 3 emissions data, for which we are now measuring additional categories. A small number of gaps remain and we are actively working to fill these.
TCFD
SUSTAINABILITY CONTINUED
Governance
a) Describe the board’s oversight of
climate-related risks and opportunities
The Board’s focus is on promoting the long-term
sustainable success of the business and creating value
for all its stakeholders, and in this capacity it has
oversight and overall responsibility for ensuring its
social and environmental obligations are fulfilled,
including the impact of climate-related risks and
opportunities on the business.
To provide effective leadership and oversight of
climate-related risks and opportunities, the Board
utilises its established committee structure to assist
in the execution of its responsibilities. The Board level
Governance and Risk Committee, chaired initially by
Non-Executive Kate Beauchamp and May Hong Mei
Knight in 2024 (read more about May joining our
Board on p78), meets at least four times a year and is
responsible for assisting the Board in its oversight of
risk, including the ongoing monitoring, management
and mitigation of principal and emerging risks,
including those related to climate change. The
Committee is also responsible for overseeing and
advising the Board on all aspects of the Company’s
strategies, goals and commitments related to ESG,
sustainability and climate change. This is a standing
agenda item with the Committee reporting to the
Board on its proceedings after each meeting in
relation to key areas including: monitoring and
reviewing processes for assessing and controls for
managing risks and opportunities, agreeing KPIs and
targets, and strategic progress against the Group’s
goals. A detailed Governance and Risk Committee
Report can be found on page 93.
b) Describe management’s role
in assessing and managing climate-
related risks and opportunities
JTC manages all risk, including those related to
climate, through its risk management and internal
control framework which is outlined on page 62
and in alignment with the ESG governance structure,
outlined on page 41. Sitting on both JTC’s PLC and
Group Holdings Boards, Chief Sustainability Officer,
Wendy Holley manages the overall execution, mission
and efficacy of the Group’s sustainability programme
and functions, including the Group’s approach to
assessing and managing climate-related risks and
opportunities. Day-to-day management of the
Group’s ESG and sustainability framework, which
incorporates the Group’s approach to managing
climate-related risks and opportunities, sits with the
PLC Sustainability Forum. The forum is attended by
the CSO and membership comprises key function
heads in HR, IT, Legal, Risk, Comms, Sustainability
Services and Co Sec.
Environmental and climate-related matters are
discussed at each monthly Sustainability Forum
meeting, with the Group actively monitoring progress
and performance against agreed plans and actions to
ensure that the Group is responding effectively to
climate-related risks and opportunities. As Group
climate risk owners, key members of the Sustainability
Forum conduct an annual review and assessment of
climate-related risks and opportunities. The
Sustainability Forum reports on progress to the
Governance and Risk Committee via the Group
Holdings Board which is responsible for ensuring that
climate-related considerations are embedded into
Group level strategy, decision-making, operations and
financial planning.
Board of Directors
JTC’s Board of Directors has
oversight of sustainability
matters. The Board’s focus is
to promote the long-term
sustainable success of the
company and create value
for stakeholders.
Audit Committee
The Audit Committee has overall responsibility for oversight
of risk and controls.
Governance and Risk Committee
The Governance and Risk Committee oversees and advises
the Board on the Company’s strategies, goals and
commitments related to sustainability.
Board oversight
CEO
Overall responsibility and management for all elements of strategy, including climate-related
risks. Chairs the executive leadership team.
Executive Team
Responsible for setting and monitoring the progress of the sustainability strategy to ensure that it
addresses our relevant ESG risks and opportunities, including those pertaining to climate change.
Discusses sustainability and climate risks quarterly, or more often if required.
Sustainability Team
Recommends approach to sustainability, including addressing climate risks. Coordinates the
sustainability strategy and climate risks, collaborating with all areas of the business to ensure that
appropriate mitigation and adaptation plans are in place. Reports on progress towards our targets.
Management roles, responsibilities and accountability
52 JTC Annual Report 2024
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SUSTAINABILITY CONTINUED
Strategy
a-b) Describe the climate-related risks
and opportunities the organisation has
identified over the short, medium and
long term, and their impact on the
organisation’s businesses, strategy
and financial planning.
As identified from the Group’s most recent
assessment in 2024, the key risks and opportunities
and their potential financial impacts and strategic
implications are summarised in the tables on pages 54
to 56. These have been considered over short (0-5
years), medium (5-10 years) and long (10+ years) term
time horizons. Acknowledging that many climate-
related impacts are expected to manifest themselves
over the coming years and decades, we have applied
time horizons longer than normal business planning.
This analysis is mainly qualitative in nature.
c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-
related scenarios, including a 2°C
or lower scenario.
To further assess JTC’s strategic resilience, we have
considered the risks, opportunities and potential
strategic impacts identified in the table in the context
of the indicative physical and socio-economic
conditions expected in different climate-related
scenarios, with particular reference to two opposing
scenarios developed by the Network for Greening
the Financial System:
Scenario 1- Net Zero 2050: Ambitious scenario that
limits global warming to 1.5°C through early and
stringent climate policies and significant investment
in low carbon innovation. Physical risks are relatively
subdued but transition risks are higher.
Scenario 2- Current Policies: Assumes limited climate
policy change leading to 3+°C of warming by the end
of the century, resulting in more severe physical risks
and associated socio-economic disruption.
Our analysis concludes that our business model,
strategic approach and operations are resilient
and sufficiently robust under different climate
change scenarios.
Further, our assessment indicates that an orderly
transition likely to result in temperature rise of 2°C or
lower represents the most favourable conditions for
JTC, creating the conditions where climate-related
opportunities outweigh the potential risks. With the
business having committed to its own proactive
transition aligned to the goals of the Paris Agreement,
we expect our progress to outstrip increased
regulatory demands and stakeholder expectations,
reducing our exposure to regulatory and reputational
risks. A supportive external environment that enables
local infrastructure, value chain partners and clients
to transition effectively also offers strong mitigation
potential for our own net zero transition risks. While
we anticipate higher compliance and business costs
during any transition scenario, due to JTC’s asset-light
business model and structure, these are expected to
be incremental, with a relatively low impact on costs.
Moreover, with an established foothold in the market
through our Sustainability Services Division, more
stringent climate-related regulation creates additional
potential revenue streams for JTC. At the same time,
the essential nature of the core services JTC provides
means that demand is unlikely to be materially eroded
as clients transition their business models. Indeed,
it is more likely that demand will expand as activity
– the buying and selling of assets – for the funds
and structures JTC administers increases to take
advantage of new investment opportunities associated
with the low carbon transition and the need to comply
with more stringent regulatory demands. With JTC’s
highly diversified client base and relatively low
exposure to high carbon sectors, our assessment
concludes that this is likely to offset any potential
financial impacts of clients that are unable to
effectively transition their business models to the
point where they are no longer require our services.
All scenarios will see a significant increase in severe
weather events, with the worst impacts occurring later
this century. Scenarios that lead to severe and chronic
physical risks are likely to lead to the least favourable
market conditions for JTC, with permanent impacts on
living and working conditions, buildings, infrastructure
and supply chains, and steep declines in GDP and market
conditions predicted. That said, these impacts are likely
to be unevenly distributed globally and due to the
inherent flexibility of JTC’s operating model and
geographical diversification, we do not currently consider
that direct operations will be substantially impacted.
Furthermore, the inherent stability and essential nature
of JTC’s products and services has shown it can
withstand economic downturns and market volatility
and while unforeseen and uncertain impacts to financial
markets and participants in the long term pose risks to
revenue generation, the diversification of JTC’s client
base and service offering provides significant resilience
to these potential impacts. Under these conditions, the
slow scale up of low carbon technologies and absence of
further transition policies significantly increases the risks
associated with JTC achieving its own net zero transition
and reduces the opportunity potential of additional
service lines related to climate change and sustainability.
53 JTC Annual Report 2024
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SUSTAINABILITY CONTINUED
Category
Risk
Potential financial impacts
Scenario
Unmitigated Impact rating
Strategic response and resilience
Opportunity potential
Short
Medium
Long
Transition
– policy and legal
Impact of
climate-related
policy on our
operations and
existing products
and services
•
The need to comply with
enhanced climate-related
reporting obligations requiring
additional investment and
resources, leading to increased
operating costs.
•
A failure to comply with
enhanced climate-related
regulatory obligations could
impact JTC’s brand and
reputation with customers and
investors which could have a
negative impact on revenue
and/or capital availability.
•
Potential carbon taxation
regimes could impact operating
costs and profitability.
•
The impact of climate-related
policy on the nature of the
products and services JTC
provides could impact revenue
and market share.
Net Zero
2050
•
Thorough review of the implications of enhanced
sustainability and climate-related reporting regimes in
the UK and EU identified key gaps and actions that have
been incorporated into the environmental pillar of our
sustainability strategy and financial planning. By taking a
phased approach, we expect the incremental costs to
comply to have a low impact on costs and cash flow.
•
We continue to expand the partnership with our carbon
measurement partners to measure material scope 3
emission categories to ensure alignment with the expected
requirements of the incoming UK Sustainability Disclosure
Standards from 2026.
•
JTC’s target and plans to reduce scope 1 & 2 emissions by
50% by 2040 will significantly mitigate our exposure to
potential future carbon taxation.
•
As one of the few publicly listed providers in
our peer set, alignment to climate-related
reporting obligations represents potential
strategic advantage by enhancing JTC’s
appeal with increasingly climate-conscious
customers by demonstrating how we are
aligned to their own ambitions.
•
Regulation is a key business driver for JTC.
Through the continued development of our
Sustainability Services Division, we are
realising the commercial opportunities that
climate-related regulation presents. Having
reviewed our existing client base, our offer is
aligned with our core funds, corporate and
private client services, with a particular focus
on the CSRD for corporate clients and the
SFDR for funds clients.
Current
Policies
Transition
– technology
Impact of
transitioning to
lower emissions
technology on
our operations
and digital
infrastructure
•
Investment in energy efficient
infrastructure and energy from
renewable sources in our office
estate could lead to increased
costs.
•
Increasing use of newer
technologies such as AI could
put JTC on a pathway that is
inconsistent with its net zero
ambitions, leading to increased
costs to course correct.
Net Zero
2050
•
JTC configures and uses market-leading systems and
software as opposed to developing its own. As a result,
the business does not make significant capital investments
in technology. Major partners are large cloud-based
providers including Microsoft, Salesforce and Amazon
Web Services that have industry-leading approaches to
climate risk mitigation.
•
JTC occupies a fully leased estate and therefore does not
bear any direct financial cost for retrofitting or building
improvements to enhance energy efficiency.
•
Ongoing work with property partners to include
environmental considerations in the selection and
management of premises is likely to result in incremental
rental increases with a low impact on costs. Landlords are
contractually obliged to give sufficient notice, enabling JTC
to build these into financial plans and forecasts accordingly.
•
Average leases on our premises are six years, providing
reasonable flexibility to opt for more efficient premises
during the transition as required.
n/a
Current
Policies
I M PAC T R AT I N G
Low
Medium
High
54 JTC Annual Report 2024
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ADDITIONAL INFORMATION
Category
Risk
Potential financial impacts
Scenario
Unmitigated Impact rating
Strategic response and resilience
Opportunity potential
Short
Medium
Long
Transition
– market
Impact of climate
change and the
low carbon
transition on our
markets, clients
and product and
service demand
•
Increasing potential for market
uncertainty and economic
downturns could impact cash
flow, revenues and profitability.
•
Negative impacts to clients
that are unable to transition
effectively or adversely
affected by climate change
impacts have the potential
to affect revenues.
•
Potential increases in the
costs of doing business could
affect profitability.
Net Zero
2050
•
We have reviewed JTC’s financial performance against historic
events (including the global financial crisis and Covid-19
pandemic) that have led to market dislocations. The findings
demonstrate that JTC’s business model is inherently resilient
in times of financial uncertainly and volatility with market
conditions that tend to generate activity (e.g. the buying and
selling of assets) by the owners of the structures JTC
administers.
•
Diversification is central to JTC’s business model and success.
This approach means we are naturally hedged against the
potential effects of climate-related market risks. We have a
growing client base of over 12,000 clients operating in over
100 countries and our top 15 clients by revenue accounted
for under 10% of turnover in 2024.
•
As clients adapt their business models during the transition
to a low carbon economy, our assessment concludes that
their fundamental need for JTC’s core administrative services
will remain.
•
We monitor our client base by sector, geography and
underlying activity and currently have no material exposure
to industries whose viability may be at risk during the
the transition.
•
As our clients adapt their business models
during the transition to a low carbon
economy, JTC is uniquely placed to build
on our specialist industry knowledge and
expertise and the trusted relationships we
have built in professional services markets
to support their increasing need for
sustainability expertise to navigate this
increasingly complex landscape.
•
Having established our Sustainability
Services practice in 2022, we continue to
grow our capabilities to support our clients
in key areas including regulatory alignment,
strategy development, education and
training, and carbon footprint analysis.
•
While JTC does not specifically seek to
benefit from any form of market disruption
caused by climate-related factors, history
shows that our business typically performs
well in times of economic uncertainty as
clients take action to mitigate the financial
impact to the structures and assets we
administer on their behalf.
Current
Policies
Transition
– reputational
Impact of
increased
stakeholder
expectation on
climate change
on brand and
reputation
•
Insufficient progress against
our climate change
commitments could damage
JTC’s brand and reputation
with customers, investors
and employees, with the
potential to impact revenue
and capital availability.
•
Inability to meet increasing
client demands on climate and
sustainability factors in the
partner selection process could
lead to reduced revenue from
clients ‘shopping around’.
Net Zero
2050
•
While JTC does not operate in a high carbon sector, client
and investor demands on climate-related factors are likely
to increase in the short and medium term. We remain well
placed to meet these additional demands through our
commitments to measure, manage and reduce emissions
in line with a global transition to net zero by 2050.
•
JTC’s own transition to net zero is dependent on various
factors outside our direct control - for example local
infrastructure and other sectors achieving their own
ambitions. We remain committed to tackling impacts we can
control, influencing and engaging key value chain partners,
and transparently communicating our progress annually to
our stakeholders via our Annual Report and CDP disclosure.
•
JTC takes a proactive approach to understanding the evolving
expectations of investors on climate and broader ESG factors.
Our ongoing programme includes close scrutiny of external
ESG ratings assessments on JTC, one-to-one investor calls
to discuss specific issues, and annual participation in CDP
since 2022.
•
Many of our direct competitors are smaller,
privately owned businesses that may be
less advanced in their approach to
addressing climate-related issues due to
fewer regulatory requirements and less
scrutiny. As a result, our ability to
successfully progress our climate
commitments over the short and medium
term offers significant potential for
differentiation in our market that could
support client attraction and retention
as the demands and expectations of our
clients increase.
Current
Policies
SUSTAINABILITY CONTINUED
I M PAC T R AT I N G
Low
Medium
High
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ADDITIONAL INFORMATION
Category
Risk
Potential financial impacts
Scenario
Unmitigated Impact rating
Strategic response and resilience
Opportunity potential
Short
Medium
Long
Physical – acute
Impact of
extreme weather
on business
premises
•
Significant damage and loss of
access to JTC business premises
due to extreme weather events
such as floods and storms
could impact our ability to
service customers and lead to
increased operating costs or
capital expenditure.
Net Zero
2050
•
We currently operate 37 offices and are licensed by 25 different
regulatory bodies. While each office confers a specific set of
benefits to JTC and its client base, nearly all locations in the JTC
network have at least one, if not several, ‘equivalent’ locations in
other parts of the world. This inherent flexibility gives JTC resilience
to the physical risks of climate change, with globally dispersed
teams well positioned to take on work from other offices if needed
and permitted under the relevant regulatory licenses.
•
JTC occupies a fully leased estate and therefore does not bear any
direct financial cost for building repairs.
•
Due to technological and operational enhancements following the
lock-down measures implemented during the Covid-19 pandemic,
JTC has developed system capability that enables its employees to
securely operate from locations that are not reliant on dedicated
business premises. These arrangements are effectively tested on an
ongoing basis through the Group’s remote working practices and
policies.
•
Business continuity and disaster recovery plans are in place to
ensure that work could be completed from a different location or
remotely. For example, the business has successfully managed such
risks in practice by using backup power generation and moving
employees to our off-site disaster recovery centre when our South
Africa office was impacted by rolling power outages.
n/a
Current
Policies
Physical – acute/
chronic
Impact of
extreme weather
or long-term
climate impacts
on technology
infrastructure
•
Loss of access to some or all of
JTC technology infrastructure
due to extreme weather events
or conditions could result in
loss of operational capacity or
disruption to IT/communication
systems, impacting our ability
to service customers.
Net Zero
2050
•
JTC does not operate any on-site datacentres.
•
Approximately 70% of JTC’s core systems infrastructure is hosted in
external datacentres located in the Channel Islands and
Luxembourg, managed by established operators with robust
climate mitigation approaches. Our cloud-based services are largely
hosted within AWS’s and Microsoft’s Azure cloud infrastructure,
both of which have industry-leading approaches to climate event
mitigation.
•
Established Business Continuity arrangements are deployed
throughout the Group to manage such events, with an ongoing
programme of desk-based exercises aimed at examining and testing
operational resilience during a severe interruption to the
technology framework. These exercises have successfully identified
how existing operational Business Continuity Plans (BCPs) and
systems would operate in a scenario where the JTC technology
systems had become inoperative for a period of time, as well as
further improvements to BCP arrangements in the event of a high
impact technology interruption.
n/a
Current
Policies
SUSTAINABILITY CONTINUED
I M PAC T R AT I N G
Low
Medium
High
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ADDITIONAL INFORMATION
Risk management
a-c) Describe the organisation’s
processes for identifying, assessing and
managing climate-related risks and how
they are integrated into overall risk
management.
Our approach to the identification, assessment and
management of climate-related risks is integrated
into our Group risk management framework, further
details of which are disclosed in our risk management
report on pages 60 to 69. At a high level, the JTC
Group Risk Taxonomy seeks to define the main types
of risk that the business is exposed to. Environmental
risks, including those related to climate change, are
classified as a Level 2 risk within the broader Level 1
category of ESG and sustainability risks. In reviewing
Level 1 and Level 2 risks, the business ultimately
identifies the ‘principal risks’ and ‘emerging risks’
facing the organisation. A principal risk is a risk,
or combination of risks, that has the potential to
significantly impact the performance, prospects
or reputation of JTC and includes risks which may
threaten JTC’s business model, future performance,
solvency or liquidity. Climate-related risks are
currently considered as emerging risks because they
have potentially unpredictable or uncontrollable
impacts directly or indirectly on the Group that may
pose a threat to our business model over time. As
standard procedure, this means they are considered
on an ongoing basis as we seek to understand and
manage the risks related to climate change that have
the greatest potential to impact the business.
The process for identifying, assessing and managing
climate-related risks is led by the PLC Sustainability
Forum on an annual basis. In 2024, we conducted
our most thorough climate risk assessment to date,
including the following elements:
• Business, value chain and wider desk-top review
and horizon scanning to identify a broad list of
climate-related risks and opportunities with
potential to impact the business, aligned to the
TCFD’s overarching risk and opportunity categories.
• Facilitated workshops with key internal
stakeholders and subject experts to review the
risks and opportunities identified and their
potential to financially impact the business over
the short, medium and long term. This included
consideration of the strategic resilience of the
business and existing controls in place to manage
key risks and opportunities.
• Using the findings from the workshops, risks and
opportunities were evaluated against JTC’s risk
and impact scoring criteria to enable further
prioritisation and active management of the risks
and opportunities deemed to have the greatest
potential to impact the Group (as outlined on
page 64).
• Qualitative scenario analysis was then undertaken
on these risks to further understand how the most
prevalent risks and opportunities identified could
impact the business under different conditions and
the resilience of JTC’s strategy and business model.
SUSTAINABILITY CONTINUED
Metrics and targets
a) Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with
its strategy and risk management
process.
b) Disclose Scope 1, 2 and, if appropriate,
Scope 3 greenhouse gas emissions and
the related risks.
c) Describe the targets used by the
organisation to manage climate-
related risks and opportunities and
performance against targets.
JTC is committed to playing its part in the global
transition to a low carbon economy, with an ambition
to achieve net zero greenhouse gas (GHG) emissions
before 2050, aligned to the goals of the Paris Agreement.
JTC actively monitors and measures its climate change
impacts via the Group’s carbon inventory. In 2024, we
calculated scope 3 emissions resulting from purchased
goods and services for the first time. This was also carried
out retrospectively for 2023, ensuring that 2024 and
beyond are directly comparable to our baseline year.
We developed our interim scope 1 and 2 and net zero
targets, and continue to develop our transition plan to
ensure compliance with anticipated forthcoming
regulation including ISSB/UK SDR. On the path to these
targets, we anticipate carbon offsets to continue being
an important component of our strategy.
Our absolute and intensity-based emissions decreased
in 2024 compared to 2023. This was primarily due to a
reduction in scope 3 emissions resulting from purchased
goods and services. Additionally, we were able to collect
scope 2 data with improved accuracy.
2023 (Baseline)
Total CO2 emissions
21,675.81 tonnes
Scope 1
646.62 tonnes
Scope 2
1,233.95 tonnes
Scope 3
19,795.24 tonnes
tCO2e per employee
13.52
tCO2e per £1m revenue
84.21
2024
Total CO2 emissions
17,070.53 tonnes
Scope 1
848.45 tonnes
Scope 2
1,071.55 tonnes
Scope 3
15,150.53 tonnes
tCO2e per employee
8.87
tCO2e per £1m revenue
55.90
In addition to the Group’s GHG emissions, we are
developing further financial and business model metrics
to inform our understanding and assessment of
climate-related risks and opportunities and the Group’s
strategic resilience to their potential impacts. We will
continue to develop additional metrics to support the
monitoring of climate-related risks and opportunities.
Category
Metric
Unit of
measure
Metric/target
reported
Link to identified
risks & opportunities
GHG
emissions
Absolute scope 1 and
2 emissions
t/CO2e
2024 – 50% reduction
in scope 1 and 2
emissions by 2040
Transition risk – policy/
legal, reputational
Absolute scope 3 emissions
t/CO2e
In development
Transition risk – policy/
legal, reputational
GHG emissions
(scope 1 & 2) intensity
t/CO2e per
employee
2024 – 8.87 tonnes per
employee
Transition risk – policy/
legal, reputational
Transition
risks
Client concentration
% revenue
associated with
top 15 clients
2024 –
Under 10%
Transition risk – market
Transition
opportunities
Sustainability Services Division revenue
£
Not reported
(commercially sensitive)
Transition opportunity
– policy/legal, market
Physical risks
Proportion of annual revenue
associated with locations at high risk of
climate impacts (British Virgin Islands,
Cayman Islands, Bahamas, Mauritius,
South Africa)
%
2024 –
No target set
Physical risk – acute/
chronic
57 JTC Annual Report 2024
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ADDITIONAL INFORMATION
SUSTAINABILITY CONTINUED
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.
Disclosure under Sustainability Accounting Standards Board
Accounting metric & code
Category
Unit of measure Disclosure
Data security
Description of approach to
identifying and addressing
security risks
Code: SV-PS-230a.1
Discussion
& analysis
n/a
At JTC, we understand the importance of all 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 Policies and
Procedures 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 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 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 data breaches were identified during the reporting 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) – 75% male and 25% female
All other employees – 41% male and 59% female
US employees – senior management 50% White, 10% Hispanic, 4% Asian, 3% Black, 1% two or more races, 32% not disclosed
All US employees – 43% White, 8% Hispanic, 5% Asian, 5% Black, 3% two or more races, 36% not disclosed.
Voluntary and involuntary
turnover rate for employees.
Code: SV-PS-330a.2
Quantitative
Number,
percentage (%)
4% voluntary, 2.2% involuntary.
Employee engagement
Code: SV-PS-330a.3
Quantitative
Number,
percentage (%)
89% participation.
58 JTC Annual Report 2024
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ADDITIONAL INFORMATION
SUSTAINABILITY CONTINUED
Disclosure under SASB standards 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 and Proliferation Financing
• Anti-Bribery and Corruption
• Sanctions Compliance
• Insider Trading
• Conflicts of Interest
• Data Protection and Information Security
• Fraud Prevention 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 page 62) 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. This is further supplemented by Codes of Ethics
and Conduct that generally also apply to employees’ membership of professional bodies.
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 from
other ESG issues.
Activity metrics
Number of employees by:
(1) full-time and part-time;
(2) temporary; and
(3) contract
Code: SV-PS-000.A
Quantitative
Number
Full-time – 1,925
Part-time – 9
Temporary – 41
Contract – 45
Employee hours worked,
percentage billable
Code: SV-PS-000.B
Quantitative
Number,
percentage (%)
For our fee earning employees, hours worked as % of contracted hours was: 103%
% of billable hours by chargeable staff: 80%
59 JTC Annual Report 2024
STRATEGIC REPORT
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ADDITIONAL INFORMATION
Pictured left to right:
Richard Ingle – Chief Risk Officer
Sarah Kittleson – Group Director – Risk & Compliance
George Kellogg – Senior Director – Risk & Compliance
Sachin Sahani – Senior Director – Head of Compliance
James Clifford – Senior Director – Risk & Compliance
RISK MANAGEMENT
Effective Risk Management
an essential ingredient for
continued success
Effective risk management is fundamental to the
success and sustainability of JTC, particularly given
the highly regulated environment in which we
operate. The Group is dedicated to providing
best-in-class fiduciary and corporate services while
maintaining a robust approach to risk management.
Our Group Risk Management Framework aims to
ensure that all principal risks are identified and
associated material controls are assessed, mitigated,
monitored and reported. The framework underpins a
strong risk culture and promotes informed, consistent
decision-making across the organisation.
Our strategic approach to the Cosmos era aims to
reinforce our dedication to measured and controlled
risk-taking aligned with our strategic objectives,
compliance standards and stakeholder expectations.
Our risk strategy seeks to manage existing threats but
also anticipate emerging risks and opportunities that
align with our business goals.
“Our framework underpins a strong risk culture and promotes informed,
consistent decision-making across the organisation.”
As a global professional services firm, we remain
deeply committed to meeting the expectations of
our clients, regulators and stakeholders by operating
within a defined risk appetite. Our emphasis on
sustainable growth continues to drive robust risk
management and compliance practices that are
tailored to the evolving needs of our business and
the markets we serve.
p
James Clifford – Senior Director – Risk & Complianc
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
60 JTC
C Annual Report 2024
“We remain deeply
committed to
meeting the
expectations of our
clients, regulators
and stakeholders
by operating
within a defined
risk appetite.”
RISK MANAGEMENT CONTINUED
The Group’s continued growth trajectory and
developments in the external environment demand
that we continue to further strengthen our risk
management and compliance processes. During 2024,
we have continued to execute on our multi-year Project
Diamond. The initiative aims to enhance the risk
management framework and systems to ensure that
the Group’s approach to risk remains proportionate
to the scope and scale of our organisation.
JTC’s Shared Ownership culture is a key contributor
in supporting the Group’s approach to risk, fostering
collective responsibility and ownership throughout the
organisation with risk metrics forming a core part of
the performance measurement process. JTC colleagues
are supported by a global network of in-house
experienced specialists within the Risk & Compliance
team, who assist risk owners in the identification,
monitoring, reporting and mitigation of risks. During
the year we have continued to grow and develop our
risk personnel and, in a competitive environment for
such skilled personnel, the Group continues to enjoy
a stable team with minimal turnover.
In 2024, the global landscape has been marked
by economic volatility, geopolitical instability
and accelerating technological innovations. We
continually monitor changes to the external macro
environment and periodically consider how they may
impact on our assessment of emerging risks. Our risk
framework continues to support this dual focus,
enabling proactive identification and mitigation
of risks while fostering innovation and growth.
During the year, proactive measures to enhance the
risk management framework have included further
refinement of the Group’s risk taxonomy and risk
appetite statement, enhancements to Group Policy
governance processes and progress of the risk
technology roadmap including the phased roll-out
of a new Governance, Risk and Compliance (GRC)
system and progress in developing compliance
monitoring and client risk assessment systems.
The Group has also established a dedicated
programme to address the changes to the UK
Corporate Governance Code (the “Code”) which will
continue to operate to ensure continuing compliance
with enhancements to the Code due to become
effective for future reporting periods.
Effective risk management aims to prevent unwanted
situations occurring so measures of success can partly
be judged by what has been avoided. The Group
operates a robust risk escalation process that seeks to
act as an early warning system for emerging matters
and to facilitate early resolution. It is pleasing to
report that in terms of adverse outcomes, 2024 has
been yet another unremarkable year for the Group.
Risk Management Framework
The Group Risk Management Framework is designed
to ensure that risks are managed and controlled
effectively across all operations and functions.
The PLC Board and senior management are responsible
for setting organisational goals, establishing strategies
to achieve them, and establishing governance, risk
management and control frameworks to manage
risks and achieve these objectives.
The Governance and Risk Committee of the PLC Board
consisting of the PLC Non-Executive Directors operates
to assist the Board in complying with corporate
governance regulations and codes, assessing the
Group’s attitude to and appetite for risk, oversight
of the Group’s systems of internal control and risk
management, compliance with laws and regulations
and how risk is reported.
The Group applies a risk taxonomy that aligns the
risks faced by JTC across eight high level (Level 1)
categories which are further sub-divided into 34
(Level 2) risk descriptions.
The GRC is a sub-committee of the Group Holdings
Board (GHB) and comprises the Group Chief
Executive, Chief Risk Officer, Group General Counsel
and Group Director – Risk & Compliance and is also
attended by the Group Divisional Heads. The GRC
meets monthly to monitor emerging trends and risks,
assess the effectiveness of systems and controls, and
consider risk matters of significance that may
materially impact the Group and require strategic
direction and/or action.
The GRC will make recommendations to GHB and
ultimately the PLC Board on risk matters including the
identification of the Group’s principal risks, material
controls and their effectiveness, and the Group’s
approach to risk appetite.
During 2024, a refinement of the Group’s risk
taxonomy was approved to provide a more granular
categorisation of risks increasing the number of Level
1 risk categories from six to eight. The promotion of
Financial Crime and ESG risks to the higher Level 1
category ensured a more detailed approach to the
Level 2 sub-risks and will allow greater alignment to
the new GRC system mentioned above. These
changes aim to support the Board in reporting on the
effectiveness of the Group’s material controls under
enhancements to the UK Corporate Governance Code
due to come into effect in 2026.
The change to the taxonomy also necessitated an
update to the Group’s Risk Appetite Statement
described on the following page.
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ADDITIONAL INFORMATION
61 JTC Annual Report 2024
RISK MANAGEMENT CONTINUED
Risk oversight and assurance
The Group operates an industry standard three-lines
model ensuring clarity in risk ownership, business
support and assurance:
1. First Line: Operational teams actively manage
daily risks, ensuring adherence to policies,
standards and controls. Local management, and
ultimately the PLC Board, ensure that material risks
are effectively managed, monitored, escalated and
assessed for effectiveness.
2. Second Line: The Risk & Compliance function
supports, monitors, and guides operational risk
management efforts. This functional team will
include Compliance Officers and Money Laundering
Reporting Officers in accordance with local
regulatory requirements.
3. Third Line: The Internal Audit function provides
independent assurance of governance, risk
management and control effectiveness. This
function’s capacity was expanded in 2024 to
include engagement with external partners for
specialised audits.
The three-line model is further supported by the
Group Legal function which provides essential support
to all areas of the Group and the Group’s External
Auditor who operates a further line of checking
and assurance.
It is expected that the Group’s new GRC system will
also play an increasingly important role in clearly
assessing and reporting upon the effectiveness of
the Group’s material controls.
JTC Group Holdings Limited Board – Group Risk Committee
Each Jurisdiction
Local risk owners ensure that 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.
KEY RISK TYPES
STRATEGY
DELIVERY
OPERATIONAL
LEGAL
FINANCIAL
POLITICAL/
REGULATORY
FINANCIAL CRIME
HUMAN
RESOURCES
ESG
Three Lines of Defence
Group Internal
Audit
Group Risk &
Compliance
Group Risk Owners
Risk appetite
The Board acknowledges that it is necessary to take
calculated risks to accomplish its strategic goals and
to provide value to its clients and other stakeholders.
Our goal is to maintain a controlled, actively
managed risk level that aligns with a sustainable
and balanced return.
Our Group Risk Appetite Statement is a qualitative
series of statements aligned to the Group’s risk
taxonomy that aims to achieve a proportionate
balance between embracing risks and the commercial
and reputational impacts associated with such
actions, ensuring favourable client outcomes and
protecting the Group from undue risk exposure.
The statement articulates both general appetite and
tolerances around appetite statements which may
narrow or broaden the general appetite in particular
areas. 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.
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.
1
2
3
JTC PLC Board
JTC Governance & Risk Committee
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ADDITIONAL INFORMATION
62 JTC Annual Report 2024
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.
RISK MANAGEMENT CONTINUED
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.
• Robust IT infrastructure and tested BCPs
• Rigorous human resource screening and
on-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.
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
sk ev
urances in excess
er support its
“During 2025 the
Board will continue
to refine, assess
and evaluate the
Group’s control
environment to
finalise the core
material controls.”
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ADDITIONAL INFORMATION
63 JTC Annual Report 2024
RISK MANAGEMENT CONTINUED
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.
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64 JTC Annual Report 2024
RISK MANAGEMENT CONTINUED
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
Level 1
Primary, overarching risk elements,
containing eight components
Level 2
Represents the cohorts of specific risks
JTC is exposed to
Principal
Risk
1. Strategic
Acquisition
Competitor and client demand1
Strategy & culture2
2. Financial
Performance of business
Earnings (FX)
Impairment
Financing
Reporting3
Capital adequacy
3. Operational
Client4
Process4
Resilience & Business Continuity
Technology/Data Security5
4. Political/Regulatory
Listing rules
Political
Regulatory
Compliance6
5. Financial Crime7
AML/CFT/CPF Risk Assessment7
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
7. Human Resources
Adequate resources
Remuneration & Incentivisation
Key Person
8. ESG 8
Environmental
Social
Governance
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.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
65 JTC Annual Report 2024
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 RISKS
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 remain
as 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.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
66 JTC Annual Report 2024
PRINCIPAL RISKS CONTINUED
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.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
67 JTC Annual Report 2024
PRINCIPAL RISKS CONTINUED
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 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
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.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
68 JTC Annual Report 2024
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.
PRINCIPAL RISKS CONTINUED
Emerging topics and risks
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
69 JTC Annual Report 2024
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 pages 2 to 7. 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 Group Holdings Board (“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 relating to major new customer contracts.
The Group is well diversified with its two Divisions
and three business lines with revenues deriving from
multiple jurisdictions and clients. The Board
continuously considers the changes in the risk profile
of the Group and ensures that a thorough risk
assessment is made when making any investment
decisions.
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 over 35 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 2025, forecasts for the
subsequent two years have then been prepared
leveraging off the detailed 2025 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 of 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;
• Completion of the Citi Trust acquisition
on 30.06.25;
• 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 64 to 68. 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 future growth resulting in reduced revenues
from a change in economic outlook that leads
to a reduction in revenues due to depressed
market activity;
• Reduced cash conversion resulting from slower
cash receipts from clients;
• Adverse foreign exchange movements and an
increase to current interest rates;
• A delay in the Citi Trust acquisition, alongside
no revenue growth or EBITDA improvements
in the subsequent two-year period; and
• Rising operational costs due to increased
inflation as a result of economic uncertainty
and trade tariffs.
The Group’s assessment considered the impact of 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 2027. 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
not implausible 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 2027.
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 132.
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
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
70 JTC Annual Report 2024
Non-financial and sustainability
information and S172(1) Statement
NON-FINANCIAL AND SUSTAINABILITY INFORMATION AND S172(1) STATEMENT
Our Aims
Our business model is set out on page 5.
Non-Financial Risks
The Risk management and principal risks section of
the Strategic Report, starting on page 1, 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 63 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 67).
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 that forced
labour or trafficking is not taking place anywhere in
our supply chains (see page 83).
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
28
• Our governance
framework shows how
the Board delegates
its authority
80-81
(b) The interests of
the company’s
employees
• Our purpose in action
• Employee engagement
survey
2
42
(c) The need to
foster the
company’s
business
relationships
with suppliers,
customers
and others
• Average length of client
relationships
• 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
82-83
(d) The impact of
the company’s
operations on
the community
and the
environment
• Financial inclusion for all
and our communities
• Protecting the
environment
• Charitable giving
83
51
83
(e) The desirability
of the company
maintaining a
reputation for
high standards
of business
conduct
• Treating data with respect
• Partnering with suppliers
• Annual employee survey
58
83
42
(f) The need to act
fairly between
members of
the company
• Stakeholder engagement
Our reputation
• Employee engagement
• Investment proposition
82-83
82
12
2. Employees
Employee engagement is a key performance indicator
(see pages 42 to 44 and 82), 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 CDP for the
second time (see page 51). See also pages 52 to 59 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 2024, the Directors continued to exercise
their duties while having regard to s172 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 71 was approved
by the Board on 7 April 2025.
Nigel Le Quesne
Chief Executive Officer
Martin Fotheringham
Chief Financial Officer
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
71 JTC Annual Report 2024
Governance at a glance
GOVERNANCE AT A GLANCE
Board Highlights
Aligned with JTC’s vision to be the best
independent provider of institutional and
private client services across multiple
jurisdictions, the Board has built a distinctive
business that stands out from the
competition. In 2024 this enabled us to
navigate challenges in an evolving market
and geopolitical landscape, drive strategic
growth, enhance ESG commitments, and
implement digital transformation initiatives.
Additionally, we have ensured all staff
benefited from our success through the
‘Ownership for All’ programme.
Board Skills and Diversity
Fostering a diverse skill set among our Board and
the Group as a whole is a priority. JTC has
implemented recruitment strategies, invested in
continuous professional development for the
Senior Leadership Team and staff, and embraces
inclusive practices to harness diverse
perspectives, expertise, and skills.
Promotion of
Corporate Culture
The Board has continued to promote JTC’s unique
culture of integrity, collaboration, client-focused
innovation and ‘Ownership for All’, creating an
environment that encourages sustainable growth
and truly reflects who we are.
Pay for performance
The Board received strong Shareholder support
for its performance-driven remuneration policy,
ensuring that exceptional contributions to JTC’s
progress are duly recognised and rewarded.
Compliance with the Code
100%
Page 75
Shareholder Communications
13
RNS announcements relating to our results,
growth and acquisition strategies Page 21
Board ‘Deep Dives’
6
Page 79
Board Attendance
100%
Page 79
Shareholder Engagements
154
Management meetings with institutional
shareholders and non-holders
ESG Development
Second full submission to the CDP global disclosure
system. Page 51
Board Gender Diversity*
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 under-represented
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 88 to 89.
We are firm in our belief that the progress in DEI
will strengthen our community and business as we
navigate future challenges.
The following pages comprise a number of charts
setting out data relating to the tenure and diversity
of our Board members and the Global Leadership
Team, which represents the Company’s Senior
Leadership Team below Board level.
The tables on page 73, opposite, set out the specific
data relating to the ethnic and gender diversity of
the Board and senior management that the
Company is required to disclose pursuant to and in
the format prescribed by the FCA’s UK Listing Rules
(UKLR). The Company’s chosen reference date for
the purpose of these disclosures is 31 December
2024, aligning with our financial year end. However,
we are pleased to report that further progress has
been made in increasing Board gender diversity to
44% female representation.
For the purposes of UKLR, the data disclosed in
these tables was compiled using information
acquired via the Company’s HR information system.
During 2025, employees will be invited to
voluntarily and anonymously disclose information
relating to their ethnic background and gender
identity. More information relating to the
composition of the Board, tenure, independence
and further explanations regarding the diversity
targets described in UKLR and the relevant data
collection methodology can be found in the
Nomination Committee Report from page 84.
Female
Male
*As from
24 February
2025
56%
44%
72 JTC Annual Report 2024
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ADDITIONAL INFORMATION
PLC Board tenure
0 to 5
5 to 10
10+
Gender identity of PLC Board
Male
Female
Ethnic diversity of PLC Board
White
Asian
22%
22%
56%
11%
89%
56%
44%
Gender Identity of the PLC Board as at 31 December 2024
Number
of Board
members
Number
of senior
positions
on the
Board1
Number of
Executive
Directors
Percentage
of Executive
Directors
Whole
Board
Men
5
4
2
67% 62%
Women
3
0
1
33% 38%
Not specified /
prefer not to say
0
0
0
0%
0%
Director Group tenure
0 to 5
5 to 10
10+
Gender identity of Director Group
Male
Female
Ethnic identity of Director Group
Gender Identity of the SLT2 as at 31 December 2024
Number of
members
Percentage
of
members
Number of
Executive
Committee3
Percentage of
Executive
Committee3
Men
5
56%
4
67%
Women
4
44%
2
33%
Not specified / prefer not to say
0
0
0
0%
Ethnic Background of the PLC Board as at 31 December 2024
Number
of Board
members
Number
of senior
positions
on the
Board1
Number of
Executive
Directors
Percentage
of Executive
Directors
Whole
Board
White British or other White
(including minority white groups) 7
4
3
100% 86%
Asian / Asian British
1
0
0
0% 14%
Black / African / Caribbean /
Black British
0
0
0
0%
0%
Mixed / Multiple Ethnic Groups
0
0
0
0%
0%
Not specified/prefer not to say
0
0
0
0%
0%
Ethnic Identity of the SLT2 as at 31 December 2024
Number of
SLT members
Number of
Executive
Committee3
Percentage of
Executive
Committee3
Whole
SLT
White British or other White
(including minority white groups)
9
6
100% 100%
Asian / Asian British
0
0
0%
0%
Black / African / Caribbean /
Black British
0
0
0%
0%
Mixed / Multiple Ethnic Groups
0
0
0%
0%
Not specified / prefer not to say
0
0
0%
0%
1. CEO, CFO, SID and Chair
2. SLT is the Leadership Team as reported in the FTSE Women Leaders Review
3. Executive Committee consists of the Board of JTC Group Holdings Limited
Senior Leadership Team
(“SLT*”) tenure
0 to 5
5 to 10
10+
Gender identity of SLT*
Male
Female
Ethnic diversity of SLT*
White
Other
ethnicities
11%
11%
78%
100%
56%
44%
*SLT is the
Leadership Team
as reported in
the FTSE Women
Leaders Review
AS AT 7 APRIL 2025
29%
36%
35%
60%
40%
73 JTC Annual Report 2024
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ADDITIONAL INFORMATION
60%
At JTC, we are dedicated to creating a diverse and
inclusive workplace where all employees are and feel
valued. In 2024, we sought employees’ views on
voluntarily disclosing their demographic data and
received strong support. This has reinforced our
commitment to improving our data collection and
reporting in 2025. We are taking steps to enhance our
data systems, ensuring accurate and comprehensive
information on ethnic diversity. Participation will be
voluntary, and employee privacy will be rigorously
protected. Our commitment to diversity and inclusion
remains unwavering. We will continue to provide
updates on our progress in this area.
Chairman’s Introduction
to Governance
CHAIRMAN’S INTRODUCTION TO GOVERNANCE
CHAIRMAN’S INTRODUCTION TO GOVERNANCE
Chairman’s Introduction
to Governance
In his CEO’s report (see pages 13 to 17), Nigel Le
Quesne sets the scene for our FY24 Annual Report
with an overview of our performance, the challenges
we faced during the period under review and into the
new financial year, and the successes we achieved
through the resilience and dedication of our people
globally. Our Governance Report supplements this
story, as set out in the full Strategic Report (pages
1 to 71), detailing how the Board has provided
oversight and guidance to the senior leadership
team in navigating present challenges, executing
our strategy, and focusing on returning the Group
to growth while preparing for the next phase.
Our Board
The Board remains dedicated to promoting the long-term
sustainable success of JTC PLC and creating value for all
stakeholders. We are committed to upholding the highest
standards of corporate governance, in line with the UK
Corporate Governance Code 2018. Our responsibilities
include ensuring good stewardship of the Company to
protect shareholders’ long-term interests and fulfilling
our social and environmental obligations.
Board Composition
and Board Changes
At time of writing the Board comprises nine directors:
the Chairman, three executive directors, and five
independent non-executive directors, one of whom is
the Senior Independent Director. During 2024, there
were significant changes to the Board’s composition.
Kate Beauchamp resigned from her position as an
Independent Non-Executive Director to assume the
role of Group Head of Institutional Client Services
from 2 September 2024. Subsequently we have
welcomed two new Independent Non-Executive
Directors: May Mei Hong Knight, who joined the
Board on 5 December 2024 and serves as Chair of the
Governance & Risk Committee, and Dawn Marriott,
who joined the Board post the year end, on
25 February 2025.
The Board acknowledges the temporary reduction in
female representation below its stated minimum
target of 40% during 2024, during transition to her
executive role. However, this has been swiftly restored
to 44% and as part of our ongoing Board succession
planning, we will continue to actively search for
suitable candidates to further strengthen our balance
or skills, experience and diversity.
Detailed biographies for each director and their
respective committee memberships can be found on
pages 76 and 77. A clear division of responsibilities
between the Board and the executive leadership
further enhances effective governance. Key role
descriptions are available on pages 80 and 81.
“Strong governance is the foundation
of our success, driving transparency,
accountability, and long-term growth.
Through unwavering commitment to
ethical practices and strategic oversight,
we aim to build trust and sustainable
value for all our stakeholders.”
Mike Liston OBE
Chairman of the Board of Directors
74 JTC Annual Report 2024
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CHAIRMAN’S INTRODUCTION TO GOVERNANCE CONTINUED
Board Evaluation
In FY24, we conducted an independently facilitated
evaluation of the Board’s and its committees’
effectiveness, led by me and the Group Company
Secretary. The evaluation concluded that the Board is
operating effectively but identified areas for
improvement, which we will address in FY25.
Further details are on pages 88 and 89.
Our Board Committees
To provide effective oversight and leadership, the
Board has established four Committees: the Audit
Committee, Governance & Risk Committee,
Nomination Committee, and Remuneration
Committee, each operating under Terms of Reference
approved by the Board. These terms 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 2024, the Company
complied with all provisions of the Code, available
on the Financial Reporting Council’s (FRC) website
www.frc.org.uk, and met the Disclosure 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 this Annual Report and Accounts
is fair, balanced, and understandable, providing the
necessary information for shareholders to assess the
Company’s financial position, performance, business
model, and strategy.
Areas of Focus in FY24 and
Priorities for FY25
In FY24, the Board continued to focus on achieving
strong organic growth, navigating increased
regulations, and capitalising on M&A opportunities.
Priorities included ensuring regulatory compliance,
integrating new requirements, and executing strategic
M&A for market enhancement. For FY25, the focus
will include maximising M&A benefits and leveraging
technology to boost operational efficiency,
innovation, and shareholder value. The Board remains
committed to positioning the company for sustained
success in a dynamic market.
Engaging with Our Stakeholders
Together with my fellow Board members, I was
pleased to have the opportunity this year to meet
with investors, listen to their feedback, and discuss
their perspectives on the challenges faced by the
business and wider macroeconomic uncertainties.
These interactions reinforced our belief in the
long-term prospects of JTC.
Engaging with other key stakeholder groups remains
crucial. Our formal ‘Section 172 Statement’ on
page 71 identifies these stakeholders, detailing
our engagement and its impact on Board decisions.
Acknowledging Our People
At JTC every employee is an owner, creating an
environment where our people can maximise
their potential and be part of creating something
meaningful and long lasting for all our stakeholders.
It would be remiss not to offer a note of sincere
thanks to all our employees globally for their hard
work and steadfast support during 2024.
Culture and People
As a Board, we retain formal accountability for
promoting JTC’s culture, which is articulated through
our core values. Our culture is shaped by our people
and clients over decades and is reflected in everything
we do. We monitor this through various means,
including our annual Employee Engagement Survey
and the work of our Employee Forum.
Further details are on pages 42 to 44.
AGM
As Chairman of the Board, I endorse the
recommendations put forward by the Board for
the forthcoming Annual General Meeting (AGM).
I encourage our shareholders to vote in favour of
all proposed resolutions, designed to ensure the
Company’s long-term prosperity. Your participation
is crucial, and we value your input. For inquiries
about the resolutions or any aspect of the AGM,
the Company Secretary is available to assist.
Your ongoing support and trust in JTC are deeply
appreciated. I look forward to your approval
of the Board’s proposed resolutions at the
forthcoming AGM.
Mike Liston OBE
Chairman of the Board
of Directors
JTC PLC
75 JTC Annual Report 2024
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ADDITIONAL INFORMATION
Values and Leadership
BOARD OF DIRECTORS
Key
Chair
N Nomination
A
Audit
G Governance
and Risk
R
Remuneration
The Board’s primary responsibility is leading the
Company to deliver sustainable, profitable growth
globally and drive long-term value for the shareholders
of JTC PLC. It sets a clear tone from the top by
providing entrepreneurial leadership of the business
and custodianship of the JTC brand.
Board changes in FY24
Kate Beauchamp resigned from her position as an Independent
Non-Executive Director effective 2 September 2024, to assume
the role of Group Head of Institutional Client Services at JTC.
May Knight was appointed as an Independent Non-Executive Director
and Chair of the Governance & Risk Committee, effective
5 December 2024.
Dawn Marriott joined the Board as an Independent Non-Executive
Director on 25 February 2025.
Mike Liston, OBE (73)
Non-Executive Chairman
Appointment to Board
8 March 2018
Qualifications
Fellow of the Royal Academy of Engineering and
the Institution of Engineering and Technology.
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.
Relevant skills
Broad range of experience at Board level, including
eight years’ relevant industry experience.
External appointments
Non-Executive Director and Chair of the
Remuneration and Nomination Committee
and a member of the Audit & Risk Committee
of Foresight Group Holdings PLC.
Nigel Le Quesne (64)
Chief Executive Officer
Appointment to Board
12 January 2018 (joined the Group in 1991)
Qualifications
Fellow of the Chartered Governance Institute.
Experience
Key figure in the development of JTC over the
last 33 years with extensive trust, fund and
corporate administration experience.
Relevant skills
Extensive experience in leadership
and management.
Commercial, strategic, communication
and investor relations skills.
Experience of financial markets
and fund management.
External appointments
Not applicable.
Martin Fotheringham (60)
Chief Financial Officer
Appointment to Board
12 January 2018 (joined the Group in 2015)
Qualifications
Chartered Accountant.
Experience
Extensive management and corporate
finance experience.
Relevant skills
Strong financial analysis skills.
Extensive experience in financial management
and reporting.
Broad range of management experience.
External appointments
Not applicable.
Wendy Holley (58)
Chief Operating Officer &
Chief Sustainability Officer
Appointment to Board
19 July 2019 (joined the Group in 2008)
Qualifications
Chartered FCIPD, MIAB.
Experience
Over 30 years’ experience in financial services
operations and HR.
Relevant skills
Broad range of management, project
and business integration experience.
External appointments
Not applicable.
Dermot Mathias (75)
Senior Independent
Non-Executive Director
Appointment to Board
8 March 2018
Qualifications
Chartered Accountant.
Experience
Extensive management, corporate finance
and NED experience.
Relevant skills
Strong financial skills.
Extensive experience in leadership
and management.
External appointments
Formerly Non-Executive Director and
Chairman of the Audit Committee of
Shaftesbury PLC (retired 25 February 2021
having served over eight years on the Board).
Governor of Activate Learning.
N
A
G
R
N
R
N
76 JTC Annual Report 2024
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BOARD OF DIRECTORS CONTINUED
Gender Balance
Key
Chair
N Nomination
A
Audit
G Governance
and Risk
R
Remuneration
Michael Gray (59)
Independent Non‑Executive Director
Appointment to Board
8 March 2018
Qualifications
FCBI, AMCT, Dip IoD.
Experience
Over 20 years’ senior management,
financial and capital raising expertise
and relevant experience.
Relevant skills
Communication and management skills.
Extensive experience in the banking sector.
External appointments
Non-Executive Director EPE Special
Opportunities Limited. Formerly Non-
Executive Director & member of
the Investment Committee GCP
Infrastructure Investments Limited
(retired 13 February 2025).
Erika Schraner (57)
Independent Non‑Executive Director
Appointment to Board
18 November 2019
Qualifications
PhD in Management Science & Engineering.
Experience
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.
Relevant skills
Extensive information technology and
M&A experience.
External appointments
Non-Executive Director Pod Point Group
Holdings Plc. Senior Independent Non-
Executive Director, Bytes Technology Group
Plc. Senior Independent Director Hg Capital
Trust Plc.
Kate Beauchamp
(50)
Independent Non‑Executive Director
Appointment to Board
24 March 2022
Resigned from the Board
9 June 2024
Qualifications
LLB (Hons).
Experience
Qualified lawyer with more than 20 years’
experience in both private and commercial
practice and in the provision of corporate and
legal advisory services in both the UK and USA.
Relevant skills
Strong risk management skills. Extensive
corporate governance, M&A contract negotiation
and commercial litigation experience.
External appointments
Not applicable.
May Hong Mei Knight
(56)
Independent Non‑Executive Director
Appointment to Board
5 December 2024
Qualifications
MBA.
Experience
Seasoned leader with 30 years’ international
experience across the UK, Europe, the US,
and APAC.
Relevant skills
Expertise in risk management, governance,
strategy, leadership development and
business growth.
External appointments
Independent NED and Chair of the Board
Risk Committee at HSBC’s Global
Insurance business.
Dawn Marriott (53)
Independent Non‑Executive Director
Appointment to Board
24 February 2025
Experience
Over 30 years’ experience. across diverse
sectors, she has held significant roles such as
Chief Operating Officer and Board Member at
Capita, and Chief Executive Officer of Azets.
Relevant skills
Business growth, operations and governance,
M&A and business integrations.
External appointments
Serial Executive Chair at Hg, Europe’s leading
investor in software and service businesses,
where she has been instrumental in supporting
portfolio companies. Executive Chair team.
blue, Executive Chair Geomatikk and Board
member Azets.
Male
Female
*As from
25 February 2025
N
A
G
R
N
A
G
R
N
A
G
R
N
A
G
R
N
A
G
R
56%
44%
77 JTC Annual Report 2024
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Meet our new NEDs
BOARD OF DIRECTORS CONTINUED
May Hong Mei Knight
Appointed 5th December 2024
What attracted you to join the Board of JTC?
JTC’s dedication to governance excellence, strategic growth,
and its forward-thinking approach deeply attracted me to
join its Board. The company’s strong track record in risk
management and reputation in the financial services industry
are commendable. Additionally, JTC’s commitment to
fostering a diverse and inclusive culture aligns closely with
my professional values and the initiatives I actively support.
What do you hope to contribute to the Company?
I aim to contribute my extensive experience in risk
management, governance, and leadership development to
JTC. My roles, including Independent NED and Chair of the
Board Risk Committee at HSBC’s Global Insurance business,
have provided me with the expertise to design and
implement effective risk frameworks. As Chair of the
Governance & Risk Committee, I plan to enhance JTC’s
governance practices, ensuring they meet the highest
standards and support sustainable growth.
How do you plan to leverage your experience to
contribute to the strategic direction and governance
of JTC?
My extensive background in governance and risk
management will be pivotal in supporting JTC’s strategic
direction. I intend to utilize my insights from previous roles
to enhance JTC’s risk management frameworks and strategic
planning processes. As Chair of the Governance & Risk
Committee, I will ensure we adopt best practices and
maintain robust governance structures, helping JTC
achieve its long-term objectives.
How important is company culture to you
and what are your views on JTC’s culture?
JTC’s culture of excellence, integrity, and innovation
is particularly impressive. I highly value the Board’s
commitment to diversity and inclusion, which enhances
employee engagement and drives innovation. This inclusive
culture positions JTC for future growth and success.
What do you see as the biggest challenges and
opportunities for JTC in the next few years?
Navigating an evolving regulatory landscape and maintaining
high compliance standards are significant challenges for JTC.
However, these challenges also present considerable
opportunities. By leveraging technological advancements,
JTC can enhance its service offerings and operational
efficiencies. Expanding into new markets and strengthening
cross-border collaborations offer additional growth avenues.
With a strong focus on governance and strategic initiatives,
JTC is well-positioned to turn these challenges into
opportunities for sustained success.
What attracted you to join the Board of JTC?
I was drawn to JTC’s strong reputation for excellence and
innovation in the financial services industry. The company’s
commitment to delivering high-quality, client-centred
services aligns with my professional philosophy. JTC’s
impressive growth trajectory and strategic vision for the
future are highly compelling, and I am excited about the
opportunity to contribute to the next phase of its success.
What do you hope to contribute to the Company?
I hope to contribute my extensive experience in strategic
leadership and business growth to JTC. My background in
managing complex, global operations will help enhance
operational efficiency and drive sustainable growth. I aim to
bring a fresh perspective to the Board, fostering innovative
thinking and helping to navigate the evolving regulatory
landscape. My goal is to support JTC in achieving its strategic
objectives while maintaining its commitment to excellence
and client satisfaction.
How do you plan to leverage your experience
to contribute to the strategic direction and
governance of JTC?
I plan to leverage my experience through active participation
in strategic planning sessions, offering insights from my
past roles at similar organizations. My expertise in digital
transformation can help JTC embrace new technologies,
streamline operations, and enhance its competitive edge.
Additionally, I will ensure that JTC adheres to best practices
in governance, maintaining high standards of accountability
and transparency.
How important is company culture to you
and what are your views on JTC’s culture?
Company culture is extremely important as it underpins
employee engagement, client satisfaction, and overall
organizational success. JTC’s robust and positive culture,
emphasising collaboration, integrity, and excellence, is
impressive. I appreciate JTC’s commitment to fostering
an inclusive and supportive environment where diverse
perspectives are valued. This strong cultural foundation
is crucial for driving innovation and achieving long-
term success.
What do you see as the biggest challenges and
opportunities for JTC in the next few years?
One of the biggest challenges for JTC will be adapting to
the rapidly changing regulatory environment. The financial
services sector’s increasing competition also necessitates
continuous innovation. However, these challenges present
significant opportunities. By leveraging advancements in
Dawn Marriott
Appointed 24th February 2025
technology, JTC can enhance its service offerings and
operational efficiency. Expanding its global footprint and
entering new markets can drive growth and diversification.
By staying agile and customer-focused, JTC can turn these
challenges into opportunities for sustained success.
NED INDUCTION PROGRAMME
Upon appointment, NEDs already possess
relevant skills, knowledge, experience, and
abilities. However, to be effective, newly
appointed NEDs must swiftly build their
understanding of the Group to leverage their
prior expertise for the Company’s benefit.
Each new NED undergoes a tailored
induction programme upon joining the
Board. This program is designed to provide
a deeper understanding of their role
as an independent NED, along with a
comprehensive overview of the Group’s
operations and activities. The goal is to
ensure all NEDs acquire a fundamental
understanding of their responsibilities
and obligations as directors on our Board.
The induction includes:
• Company’s vision, mission, strategy
and culture
• Overview of ‘Ownership for All’ at JTC
• An up-to-date overview of the policy
and risk control framework
• Group structure and group
governance framework
• JTC governance and the responsibilities
of NEDs
• The board’s role in managing risk
• An overview of JTC’s finances and funding
• Latest budget and business plan
• Board calendar
• Workplan for the board and
the relevant committees
• The board’s role in DEI and
sustainability initiatives
• D&O insurance documents
Following introductory meetings with fellow Board
members and the senior management team, NEDs
have the opportunity to meet and talk with senior and
middle management. Additionally, on joining the
Board NEDs are provided with access to a suite of
company documents in the form of reports, past
Board and Committee papers and numerous internal
policies and procedural documents, to assist them in
broadening their understanding of our internal
frameworks, values and culture.
AMME
dy possess
nce, and
wly
78 JTC Annual Report 2024
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Board activities
BOARD ACTIVITIES DURING THE YEAR
Strategy
Performance
Governance
Deep dives
The Board dedicates a significant portion of
time to reviewing, analysing, and debating
matters related to the Company’s key
strategic priorities and business plan,
providing advice and shaping strategic
direction as necessary.
All Board meetings included sessions
to allow the Board to discuss current
trading and financial performance with
the Executive Directors, offering advice
and insights on near-term business
priorities and stakeholder concerns.
Regular reviews, regulatory updates, and
other standing items that help the Board
fulfil its statutory duties to the Company
Most Board meetings feature focused ‘deep
dive’ sessions on strategically important
areas, usually led by senior management
team members. These sessions provide the
Board with the opportunity to thoroughly
examine key issues, facilitating more
informed decision-making.
Summary of activities in FY24:
• Annual Strategic Session: Review and adapt
progress towards strategic objectives
• Market and Competitive Analysis: Assess
market trends, competitor strategies, and
industry changes.
• Risk Assessment: Identify and mitigate
strategic risks in line with UK regulations.
• Resource Allocation Oversight:
Review budget, capital investments,
and resource distribution.
• Mergers and Acquisitions: Approve strategic
transactions like mergers, acquisitions,
and partnerships.
• Innovation Oversight: Monitor and support
innovation and technology initiatives.
Summary of activities in FY24:
• KPI Monitoring: Review key
performance indicators.
• Financial Performance Reviews: Assess
Monthly, 6 monthly and annual
financial performance.
• Executive Performance Evaluation:
Annually review CEO and senior
leadership performance.
• Operational Efficiency Analysis: Evaluate
core business operations efficiency.
• Benchmarking: Compare metrics with
industry standards and competitors.
• Employee Performance Metrics: Review
employee performance and engagement.
• Sustainability Performance: Monitor
ESG metrics.
Summary of activities in FY24:
• Board Composition and Succession
Planning: Review and plan board
diversity and expertise.
• Board Effectiveness Evaluation:
Conduct annual self-evaluations
or third-party assessments.
• Regulatory Compliance Oversight: Ensure
adherence to UK and international laws.
• Conflict of Interest Management: Identify
and manage potential conflicts of interest.
• Audit Committee: Meet regularly with
auditors to review financial reporting
and controls.
• Risk Management Framework: Oversee
overall risk management strategy.
Summary of activities in FY24:
• Strategic Initiatives Analysis: Focused
sessions on specific projects or initiatives.
• Industry and Market Analysis: Analyse
industry trends and market developments.
• Technology Reviews: Examine technological
advancements and innovation strategies.
• Risk Management Reviews: Assess risk
management practices and exposures.
• M&A Exploration: Investigate potential
mergers, acquisitions, and divestitures.
• Talent Development: Examine talent
development programmes and
leadership pipeline.
These pages offer an overview of the significant matters
discussed by the Board during its meetings, along with a
timeline of key events from the year. While not exhaustive,
this information provides insight into the nature and substance
of the Boardroom conversations and illustrates how the Board’s
activities are aligned with the Cosmos strategy, considering
the interests of all the Group’s key stakeholders.
Most of the Board’s crucial discussions, debates, and decisions occur
during regular, scheduled meetings. These are complemented by an
annual strategy review and additional deep dives as needed to gain
a more comprehensive understanding of key issues.
Board meetings also serve as an important mechanism for Directors to
discharge their duties, especially under Section 172 of the Companies
Act 2006. Agendas are set in advance by the Chairman and Company
Secretary, following discussions with the CEO and CFO to determine
proposed topics and focus areas. Meetings are scheduled to align with
the business cycle to ensure they occur at optimal times throughout
the year. Agendas are carefully structured to balance detailed updates
on trading and financial performance from the Executive Directors
with deep dives into specific strategic priorities and a range of
governance and other matters requiring Board attention.
79 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Approach to Governance
APPROACH TO GOVERNANCE
Leadership At JTC
The JTC PLC Board defines the Company’s purpose
and strategy, holding management accountable for
its implementation to ensure long-term success for
shareholders and broader stakeholders. It ensures
that the strategy aligns with our culture, which
centres on client service excellence, ethical
practices, and continuous improvement.
The Board discharges its duties both directly and
through delegated authority to its four principal Board
Committees, the Executive Directors, and the Senior
Leadership Team. The Chairs of each Committee
update the Board on their activities at each
Board meeting.
To support its responsibilities, the Board has
established the Audit Committee, Governance and
Risk Committee, Nomination Committee, and
Remuneration Committee. Each operates under
Board-approved terms of reference, which are
reviewed regularly (the most recent review was in
December 2024). The current Committee membership
of each Director is detailed on pages 76 to 77.
In addition to the Group Holdings board, there
are three supporting Executive Management
Committees (ICS ExCo, PCS ExCo, and Ops ExCo):
the Disclosure Committee and the Group Risk
& Compliance Committee.
Full details of the Board’s responsibilities and
the terms of reference for the Principal Board
Committees are available at www.jtcgroup.com.
Key board roles and
responsibilities
Chief Executive Officer
CEO Nigel Le Quesne reports to the Chair and
the Board and is responsible for the executive
management of JTC Group. All members of the Senior
Leadership Team report to the Chief Executive Officer.
Nigel’s key responsibilities include:
• Leading the leadership team in managing the
Group’s daily operations
• Developing Group strategy, plans, and objectives
in collaboration with the Board
• Communicating with shareholders and other
key stakeholders
• Ensuring that timely and accurate information
is disclosed to the market
• Setting an example for the Group’s workforce and
communicating expectations regarding the
Company’s culture
Chair of the Board
The Chair of our Board, Mike Liston, leads the Board
and ensures it fulfils its responsibilities to the
Company and its stakeholders effectively, while
promoting high standards of corporate governance.
He facilitates constructive Board relations and fosters
a culture of openness and debate within the
Boardroom.
Senior Independent Director
Our Senior Independent Director, Dermot Mathias,
acts as a sounding board for the Chair, supports the
delivery of his objectives, and serves as an
intermediary for the other Directors. Dermot oversees
the Chair’s performance evaluation and succession
plans and is available as an additional contact point
for shareholders if required.
Non-Executive Directors
Our four Non-Executive Directors bring valuable
external expertise to support the Executive Directors.
They provide objective and constructive challenge
and scrutinize the Group’s financial and operational
performance. More information about their
independence and other commitments can be found in
the Nomination Committee Report on pages 84 to 87.
The independence of the Non-Executive Directors
was thoroughly evaluated as part of the FY24 Board
Evaluation process. The Board concluded that all
Non-Executive Directors demonstrated independence
in both character and judgment throughout FY24.
Those identified as independent by the Board are
listed on pages 76 to 77. Over half of the Board
(excluding the Chair) comprises Independent
Non-Executive Directors.
The Audit and Governance and Risk Committees
are composed entirely of Independent Non-
Executive Directors.
Non-Executive Directors are expected to avoid
holding an excessive number of external
appointments. However, recognizing that these roles
can vary significantly in complexity and required
time commitment, the Board assesses each case
individually. When making these assessments,
the Board considers the number of other board
positions the Director holds at public companies, the
anticipated demands of their new role, and external
guidance and proxy voting guidelines to align with
major investors’ principles regarding ‘overboarding.’
Each Non-Executive Director has confirmed their
ability to meet the Company’s expectations and
to allocate sufficient time to discharge their duties
effectively. The Board is satisfied that this continues
to be the case. With the assistance of the Company
Secretary, the Board continually monitors Directors’
external commitments to ensure they can dedicate
sufficient time to their responsibilities with
the Company.
“The Board concluded
that all Non-
Executive Directors
demonstrated
independence in both
character and judgment
throughout FY24.”
es and
l Board
roup.com.
80 JTC Annual Report 2024
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
APPROACH TO GOVERNANCE CONTINUED
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.
Executive directors
Comprising the CEO, CFO and COO, the Executive
Directors are responsible for the day-to-day
management of the business with the support of the
senior management team. All matters not specifically
reserved for the Board or the Board Committees and
necessary for the ongoing management of the
business are delegated to the Executive Directors.
In the interests of good governance, the Executive
Directors exercise some of their delegated authority
through committees, particularly the ICS ExCo, PCS
ExCo and Ops ExCo.
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 80 to 81.
Group Holdings Board
Reporting to the CEO, the Group Holdings Board
(GHB) comprises the Group’s core Senior Leadership
Team. The GHB holds accountability for each
Division and central global business functions.
Its responsibilities include executing our strategy,
identifying growth opportunities, developing
strategic initiatives, and supporting the Board
in meeting its oversight requirements. For more
information about the GHB, see page 81.
The GHB provides executive leadership, guidance, and
oversight to the Group. It plays a pivotal role in driving
the organization’s success and ensuring alignment with
the Board’s strategy, vision, and goals. The JTC Group
Holdings board is chaired by the CEO, with the CFO
and COO also serving as board members.
The additional members of the GHB are:
Group Head of Institutional
Client Services
The Group Head of Institutional Client Services is
responsible for delivering the approved divisional
business plan and overseeing the daily operations
of the Division. This role includes supervising senior
management personnel, planning the division’s
budget, and providing advice and conflict resolution
management to staff. Additionally, the Group Head
ensures that the Division maintains its standard and
quality of work.
Group Head of Private Client Services
The Group Head of Private Client Services is tasked
with delivering the approved divisional business plan
and managing the daily operations of the Division.
This includes supervising senior management
personnel, planning the division’s budget, and
providing advice and conflict resolution management
to staff. The Group Head also ensures the Division
upholds its standard and quality of work.
Group Chief Risk Officer
The Group Chief Risk Officer manages the Group’s risk
management and compliance operations. This role
involves developing strategic action plans to mitigate
primary threats, monitoring the progress of risk
mitigation efforts, and developing and disseminating
risk analysis and progress reports. The Chief Risk
Officer integrates strategic risk management priorities
into the Group’s overall strategic planning and
implements information assurance strategies to
protect data and information systems. Additionally,
this role includes evaluating and mitigating potential
operational risks from employee errors or system
failures, overseeing funding and budgeting of risk
management and mitigation projects, and
communicating with stakeholders and board
members about the organisation’s risk profile.
“The GHB provides
executive leadership,
guidance and oversight
to the Group. It plays a
pivotal role in driving
JTC’s success and
ensuring alignment
with the Board’s
strategy, vision,
and goals.”
81 JTC Annual Report 2024
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
How the Board engages
STAKEHOLDER ENGAGEMENT
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
• Employee lifecycle surveys
• Wellness, social, active and charitable initiatives
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.
2,300+
89%
Employees
Annual employee
survey response rate
100+
14,000+
Countries
Clients globally
12.54p
12.6%
Dividend per share
ROIC
82 JTC Annual Report 2024
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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.
, paying taxes
ces prosper,
£95m+
2,800+
Paid to suppliers
Suppliers globally
76
Engagements
across all
jurisdictions
26
Financial
services
regulators
24
Data protection
authorities
£240,000+
85
Donated, fund raised
Charities
and contributed
supported
globally
83 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Highlights from 2024
•
Selection and appointment of a new NED, enhancing
the Board’s expertise and diversity.
•
Recommendation of a further NED appointment
(announced January 2025), ensuring a proactive
approach to future Board development.
•
Review the appointment of new Group Head of ICS
•
Implementation and successful completion of an
induction programme for the newly appointed NED
•
Strategic executive and senior management succession
planning to ensure leadership continuity
•
Continued monitoring and proactive management of
succession plans for Board members approaching their
nine-year term
•
Comprehensive review and update of the directors’
skills matrix to ensure the Board is equipped to support
JTC in the Cosmos era
•
Consideration and recommendation of directors for
re-election at the AGM, ensuring consistent and
effective governance
•
Ongoing oversight of the Talisman implementation,
with a focus on further evolving JTC leadership
capabilities across the organisation to support the
delivery of the Cosmos plan
Key focus for 2025
•
Appoint a new Non-Executive Director from the 2024
shortlist to strengthen Board capabilities.
•
Undertake a comprehensive assessment of the Board’s
skills given Board evolution and the needs of the
Cosmos era and beyond.
•
Review the alignment of the Board’s diversity with
our overall diversity aspirations and the revised Listing
Rule requirements.
•
Review the Group-wide Diversity, Equity, and Inclusion
strategy and progress.
•
Conduct a comprehensive review and refinement of
the leadership competency framework to align with
evolving organisational needs.
•
Oversee the implementation of strategic talent
development initiatives to strengthen the pipeline for
future executive, senior management, and NED roles.
Nomination
Committee
Report
Role and Responsibilities
The Committee’s primary responsibility is to lead a
formal, rigorous, and transparent process for appointing
Directors to the Board and key senior leadership
positions, ensuring the continued effectiveness and
high performance of our governance structure. The
Committee is charged with overseeing the nomination,
selection, training, and evaluation processes for
Directors, as well as assisting the Board in planning for
senior management succession. This includes, but is
not limited to, the following specific areas:
Composition Review: Regularly examine the Board’s
composition, considering skills, experience,
independence, knowledge, and diversity. The Committee
makes recommendations for changes as necessary,
mindful of the Board’s overall tenure and the need of
the Company over several different time horizons.
Committee Performance: Assess the composition
and effectiveness of each Board Committee and
effectiveness of each Director to enable optimal
function and accountability.
Leadership and Succession Development:
Continuously review the leadership capabilities across
the company, spanning executive, non-executive, and
senior management roles. The Committee ensures
that orderly succession plans are in place to maintain
the company’s competitive edge in the market.
Induction Programmes: Ensure newly appointed
Non-Executive Directors undergo appropriate
induction programmes. These programmes are
designed to provide comprehensive understanding
of the market, strategic, operational, risks and
commercial context in which the company operates,
along with the Directors’ duties and responsibilities.
NOMINATION COMMITTEE REPORT
“The Committee continues
to prioritise long-term
succession planning. We
are committed to fostering
a team at JTC that is
firmly rooted in expertise,
meritocracy, diversity and
a shared commitment to
collective success.”
Erika Schraner
Nomination
Committee Chair
Highl
•
Se
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
84 JTC Annual Report 2024
Conflict of Interest Management: Annually review
and monitor potential conflicts of interest, authorising
appropriate actions to handle situational conflicts.
The Committee ensures that such conflicts are
managed to prevent any undue influence.
Through these efforts, the Committee upholds the
integrity and effectiveness of our Board and its
Committees, supporting the company’s strategic
goals and promoting robust corporate governance.
Further detail on the role and remit of the
Committee can be found within its terms of
reference, which are available on our website,
www.jtcgroup.com/investor-relations/
Committee Membership
and Attendance
The Nomination Committee is comprised of the
Company’s Independent Non-Executive Directors, the
Chair of the Board and the Chief Operating Officer.
In June 2024 Kate Beauchamp stepped down prior to
assuming her new, full-time role as Group Head of
Institutional Client Services in September 2024.
Following their appointments to the Board as
Independent Non-Executive Directors, May Knight
joined the Committee in December 2024 and Dawn
Marriott joined post-period end in February 2025.
At the Committee’s invitation the Executive Directors
may attend meetings. The Committee remains
vigilant in monitoring its composition to ensure it is
appropriately structured and continues to reinforce
our capacity for independent oversight.
Miranda Lansdowne served as secretary to the
Committee throughout FY24.
Detailed information about the Committee
members and their attendance at meetings
throughout the year can be found in the adjacent
chart. Full biographies for each member are
available on pages 76 to 77.
2024 Meeting attendance
Erika Schraner
Mike Liston
Dermot Mathias
Michael Gray
Wendy Holley
Kate Beauchamp*
May Knight**
*Resigned 10 June 2024
**Appointed 5 December 2024
NOMINATION COMMITTEE REPORT CONTINUED
Nomination Committee Activities During FY24
February 2024
•
Reviewed the Board’s skills matrix and discussed
experience and skills required to support the Cosmos era
•
Reviewed the Company’s strategy and process for
succession in key roles
•
Reviewed the specification for NED candidates and agreed
a set of non-negotiable and desirable attributes for
prospective candidates.
•
Considered and recommended the election and re-election
of directors at our AGM in May 2024
May 2024
•
Reviewed progress of the NED search and discussed
potential successor candidates in the context of the
Board’s skills matrix and agreed on the retention of
an external search firm
July 2024
•
Reviewed and discussed the list of potential NED
candidates and agreed next steps.
•
Discussed Executive succession and the appointment
of the Group Head of ICS.
•
Agreed to expand the search to include a second NED
•
Confirmed commitment to meet the FCA listing rule
relating to the appointment of a woman to one of the
four senior Board roles by 2025
September-November
2024
•
Discussed the NED shortlist and identified the Board’s
preferred candidate
•
Recommended the appointment of May Knight
•
Reviewed an update on the global DE&I strategy.
December 2024
•
Discussed the Board’s skills matrix and considered the
capabilities required for the Company’s next phase of
development.
•
Recommended the appointment of Dawn Marriott
•
Reviewed Board and key role succession processes and
plans, including for the CEO.
•
Reviewed the Committee’s effectiveness as part of the
internal FY24 Board Evaluation process Reviewed the
Committee’s terms of reference.
pabil
developm
•
Recommen
•
Reviewed Bo
plans, includin
•
Reviewed the C
internal FY24 Boa
Committee’s terms
Committee Composition
As at 31 December 2024:
Gender
Ethnicity
White
Asian
Male
Female
50%
50%
17%
83%
85 JTC Annual Report 2024
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ADDITIONAL INFORMATION
NOMINATION COMMITTEE REPORT CONTINUED
Chair’s Letter
Dear Shareholder
On behalf of the Nomination Committee, I am
pleased to present our Report for 2024. The past
year has been a pivotal one for JTC from a Board
composition perspective and a busy one for the
Committee, with a number of changes to the
Board and key senior leadership positions
requiring our support and oversight.
Our Report sets out details of our activities during
the year, focusing in particular on the review of our
succession plans to facilitate these changes, as well
as how we have progressed in the key focus areas we
identified in last year’s Report, and our priorities for
the year ahead and beyond. While my introductory
letter this year will focus primarily on the
Committee’s extensive work on Board succession,
our Report also covers the induction process
undertaken by May Knight prior to her appointment
as a Non-Executive Director in December 2024,
the Committee’s considerations in respect of Board
and wider workforce diversity and the FY24 Board
Evaluation process.
Board Appointments and
Induction Processes
Page 78
Board And Workforce Diversity
Pages 46 & 73
Board and Executive Team Diversity
Page 73
FY24 Board Evaluation
Pages 88 to 89
Board Gender and Ethnic 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. The
Committee remains mindful of and fully supports the
recommendations of the FTSE Women Leaders
Review, the Parker Review, and the diversity targets
outlined in the Listing Rules. The required numerical
data tables, pursuant to the FCA’s Listing Rules
(UKLR), can be found on page 73.
At the time of writing, the Board meets two of the
three targets specified in UKLR. The Board is
committed to meeting the target of having at least
one woman in a senior Board position by
31 December 2025.
The Nomination Committee was pleased to support
the appointment of Kate Beauchamp as the new Head
of ICS from among the independent Non-Executive
Directors. This decision reflects both the depth of
relevant skills and expertise within the Board and the
commitment to identifying the best talent for senior
leadership roles, wherever it may be found. Kate’s
appointment to the Group Holdings Board increased
female representation at Group senior management
level to 33%.
With May Knight and Dawn Marriot joining the Board
on 5 December 2024 and 24 February 2025,
respectively, the proportion of women on the Board is
now 44%. This marks a significant improvement over
the majority of the year under review, during which
women comprised 37% of our Board.
Although outside the scope of the Listing Rules
targets, two of the Board’s committees are chaired by
female Board members. I serve as Chair of the
Nomination Committee, and May Knight chairs the
Governance and Risk Committee. Furthermore and
importantly, Wendy Holley continues to play key
senior roles on both the Board and the Group
Holdings Board as Chief Operating Officer and the
Company’s Chief Sustainability Officer. This reflects
our ongoing commitment to diversity and inclusion at
the highest levels of governance.
Following May Knight’s appointment in December 2024,
the Board has now achieved its target of having at least
one member from a minority ethnic background.
The Board’s commitment to enhancing diversity goes
beyond the recent appointments of May and Dawn,
which resulted from an competitive, merit-based,
open and inclusive recruitment process against a set
of criteria defined from gaps and needs identified
through the skills matrix. This proactive approach not
only addressed the immediate NED appointments but
also established a standard for future recruitment
efforts. The Board remains steadfast in merit-based
and inclusive strategy, consistently seeking candidates
from diverse backgrounds, experiences, and
perspectives for all future appointments.
By maintaining this commitment to meritocracy,
diversity and inclusion, the Board ensures ongoing
efforts to build a leadership team that reflects a wide
array of viewpoints and experiences.
Succession Planning
Senior succession planning is central to the
Committee’s agenda, ensuring we have the right
leadership at all levels to achieve our strategic goals
and drive the business forward. The Committee
regularly considers the long-term leadership structure
of the business.
Since 1998, our CEO, Nigel Le Quesne, has been
instrumental in leading JTC through significant
growth and development. Nigel and the executive
team remain fully committed to continuing to lead
the business through the current Cosmos era,
ensuring that JTC continues to deliver on its
strategic objectives.
Project Talisman, a key initiative in the Cosmos era, is
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
have continued to enhance and expand our talent
development programmes to create opportunities for,
and retain, our potential future leaders. These efforts
are tied to our long-term succession planning, letting
our people know that we have recognised them and
are developing them accordingly.
In the coming year, the Committee will prioritise
reviewing the progress of Talisman implementation.
This includes evaluating the development of JTC
leadership capabilities across the organisation to
support the delivery of the Cosmos plan and to
prepare for the Genesis era, and beyond. This effort
will be reinforced by further developing the JTC
leadership competency framework, which is integral
to Talisman, with an emphasis on the leadership
behaviours required at all levels of the organisation.
The executive directors’ strong commitment to JTC
ensures their active involvement in this process.
Board and Committee Effectiveness
The Board undertakes a formal and rigorous review of its
performance and that of its Committees and Directors
each year. The outcome of our 2024 review can be found
on page 88.
The effectiveness of the Committee was assessed as
part of the Board Evaluation process. From the ratings
and feedback provided through the Board questionnaires
and the subsequent meetings, it was concluded that the
Committee continued to operate effectively. Continued
focus on succession in light of the recent Board
appointments and on the Board’s skills mix were
highlighted as opportunities and will form two key
priorities for the Committee in the year ahead.
Review Of Committee Terms
of Reference
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
86 JTC Annual Report 2024
STRATEGIC REPORT
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOMINATION COMMITTEE REPORT CONTINUED
Nomination Committee are available on our website
at www.jtcgroup.com.
Review of Potential Conflicts
of Interest
During the year, the Committee conducted a
thorough review of potential conflicts of interest for
Board members. This included examining a schedule
of external appointments and other potential
situational conflicts disclosed by each Director.
After careful consideration, the Committee concluded
that these external commitments did not impair any
Director’s ability to perform their duties effectively.
Consequently, the Committee recommended that the
Board authorise each Director to continue with their
external commitments.
In preparation for the forthcoming AGM, each
Director standing for election or re-election has
individually reaffirmed their commitment to their
roles and assured that they can dedicate sufficient
time to perform their duties.
Re-Election of Existing Directors
Non-Executive Directors are initially appointed for a
three-year term, with the potential to serve additional
terms. All Directors are nominated for appointment
by the Committee and subsequently approved by the
Board. During the year, the Committee reviewed the
re-appointment of existing Non-Executive Directors.
The Committee recommends renewing the
appointments of all current Board members.
Accordingly, resolutions for their re-appointment
will be proposed to shareholders for approval at the
forthcoming AGM. The specific contributions and
importance of each Director to JTC’s long-term success
are detailed in the Notice of AGM, available at
www.jtcgroup.com/investors/annual-general-meetings.
Looking Ahead to 2025
Looking ahead, we are also re-appraising the balance of
skills and experience on the Board to clearly identify
areas where we may need to evolve our skills mix and
prepare for a smooth transition in the coming years.
This will help us ensure that the Board remains
well-equipped to support JTC’s strategic direction and
growth. The goal is to ensure that we have the talent
and new leaders in business working closely with the
executive team, ensuring stability and a seamless
handover at the appropriate time. This approach will
allow the company to maintain its momentum and
continue delivering on its strategic objectives.
The Committee will provide further updates on this
process in next year’s Annual Report.
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. Read more
about our overall stakeholder engagement on p76.
I would like to thank the other members of the
Committee, the rest of the Board, our Company
Secretary management and our external advisers
for their support during the year.
Erika Schraner
Chair of the Nomination
Committee
7 April 2025
The Board’s Policy On Diversity
At JTC our commitment to diversity, equity, and
inclusivity is central to JTC’s core values of true
meritocracy and equal opportunity for all. This
commitment underpins all appointments to the
Board, senior management, and across the Group,
embracing diversity of gender, background, heritage,
sexuality, and all other aspects of identity that make
individuals unique. We continue to foster a culture
that enables talent to progress at JTC, independent
of those identifiers.
While we do not have a written Board diversity policy,
the Board fully supports the recommendations of the
FTSE Women Leaders Review and the Parker Review
on gender and ethnic diversity, respectively. Our
aims are:
• A minimum of 40% female representation on
the Board.
• At least one member of diverse ethnicity on
the Board.
• At least one senior Board position, as defined by
the FCA (Chair, CEO, CFO, or Senior Independent
Director) held by a woman.
As of 31 December 2024, female representation on
the Board stood at 37%, with executive gender
diversity at 33%. Post-period, female representation
on the Board increased to at 44%.
The Nomination Committee monitors pay gaps and
works towards greater representation across the Group.
It reviews the composition of the Board, succession
planning for key executive roles, and the overall talent
strategy for senior leadership positions, ensuring
and encouraging diversity. The Committee makes
recommendations for Board appointments based on
merit, skill, experience, and cultural fit, while seeking
diversity of gender, social and ethnic backgrounds, age,
and cognitive and personal strengths.
The Board pledges to fully comply with both the FTSE
Women Leaders Review and the Parker Review by the
end of 2025. We are committed to ensuring that
diversity, equity, and inclusivity remain core tenets of
all Board and senior leadership appointments. Our
search and recruitment processes focus on individuals
possessing essential skill sets and experience for
achieving our strategic ambitions, thus ensuring an
appropriate balance of skills and experience. Adhering
to these principles facilitates broader, richer debate
and results in better decision-making, benefiting the
business, shareholders, and wider stakeholders.
Diversity in the workforce (page 46)
The Board and Committee fully recognise the
importance of diversity, including gender and
ethnicity, at Board and senior management levels in
compliance with the Code. Inclusion is a key aspect of
JTC’s culture and core values. We understand the
critical need for a diverse employee population and
for our Board and senior management team to reflect
the markets we operate in, the profile of our
employees, and the clients we serve. This
commitment ensures that our company remains
aligned with the diverse world we engage with and
enhances our ability to serve effectively.
Further information, together with the reporting
tables setting out the specific, numerical diversity
data in the format prescribed by the FCA’s Listing
Rules can be found on page 73.
Board Appointment Process
The timeline below summarises each stage
of the process which concluded with the
Nomination Committee’s recommendation
to appoint May Knight (December 2024) and
Dawn Marriot (February 2024) to the Board
as Independent Non-Executive Directors.
The Committee is satisfied that the process
described below was appropriately thorough.
Stage 1.
Stage 2.
Stage 3.
Stage 4.
Stage 5.
Review, assessment and interviews
Offers
Candidate search
Brief
Diverse shortlist
87 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
BOARD EVALUATION
Board Evaluation
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. JTC’s 2024 board evaluation was
conducted independently by Amrop UK, the second
external review since the company’s listing in 2019.
The evaluation assessed the Board’s performance,
governance effectiveness, and strategic oversight,
ensuring continued alignment with the FRC Code
as the Company grows.
Review Summary
Since its London Stock Exchange listing in 2018, the
Board has effectively guided JTC, demonstrating
strong leadership through challenges like the
COVID-19 pandemic and executing strategic plans
Odyssey (2018–2020) and Galaxy (2021–2023).
The company is now entering the Cosmos phase
(2024–2027) with promising early results. The
Board has balanced agility and innovation with
the regulatory compliance required of a FTSE 250
company. Key strengths include a commitment
to stakeholders, upheld by the values of trust,
transparency, and collaboration. The evaluation
identified four areas for improvement to meet
future demands.
“JTC’s Board structure
demonstrates strong
governance integrity and
aligns well with best practices
set out by the London Stock
Exchange Group”
Amrop UK
Scope & Methodology
The 2024 evaluation included:
• A 50-question survey completed by all
board members.
• Individual and cohort-level review of survey results.
• One-on-one interviews with each board member
conducted by Adam Saunders and Charlie Redhead.
• Review of sample board packs.
• An executive summary of findings and
recommendations presented to the Chair
and Company Secretary.
Review Framework
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
Areas of Strength
The Board was found to have effectively balanced
entrepreneurial agility with structured governance,
driving sustainable growth and stability. Core values
of trust, openness, strong leadership, and rigorous risk
awareness have been pivotal. The upcoming transition
period seeks to retain these values while integrating
new leadership and perspectives. Effective governance,
regulatory diligence, and a people-first philosophy
remain essential.
Action Plan & Next Steps
The evaluation identified areas for
improvement, and the Board will address these
concurrently over the next two years. A detailed
action plan will be developed in 2025 to embed
the key goals identified, ensuring continued
excellence and strategic growth. The focus will
be on enhancing leadership representation and
inclusivity while maintaining the strong
governance structures that have driven
JTC’s success.
2025 Focus
• Revisit the board skills gap analysis conducted
in the last board review considering
succession needs.
• Appoint the new SID and plan for the
transition of Audit, Remuneration
Committee Chairs.
• Explore ways to ievolve technology
value-creation as a Board topic.
• Design search criteria for skill/industry
specific INED appointments.
• Begin a stakeholder engagement program.
• Begin the process of assigning specific roles
to INED members.
• Test Risk engagement models.
Board Performance
& Effectiveness
The review found that the Board aligns with FRC Code
principles, balancing agility with structured oversight.
It fosters trust and collaboration, ensuring well-
informed strategic decisions. The Board has particular
expertise at integrating acquisitions while maintaining
cultural alignment and stakeholder confidence,
supporting long-term success and sustainability.
The leadership structure, including a founder-CEO,
is managed to balance entrepreneurial drive with
robust governance.
Governance &
Compliance Overview
The Board’s growth strategy combines agility with
structured governance. All Non-Executive Directors
have tenure of less than nine years, demonstrating
strong refreshment practices and compliance with
independence and succession planning standards.
The 62.5% ratio of Executive to Non-Executive
Directors ensures robust oversight. With 44.4%
female representation, the Board exceeds diversity
benchmarks. The appointment of an ethnically diverse
Independent Non-Executive Director in February
2024 and the potential elevation of a female board
member to a senior role highlight efforts to enhance
diversity and leadership representation. For detailed
Board diversity and tenure information, refer to
page 73.
am.
specific roles
ls.
88 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
BOARD EVALUATION CONTINUED
Key Areas for Development
Performance Evaluation
Varying members indicated a need for clearer
board objectives, structured performance
evaluation (both individual and collective), and
improved governance processes. This includes defining
non-executive director contributions and potentially
establishing transparent assessment mechanisms.
Risk
Multiple board members highlight the increasing
complexity of risk & regulatory requirements as
the business continues to scale globally. A recurring
observation was to ensure the board is composed of
members who understand JTC PLC’s nuanced risk
landscape and optimise board-level risk reporting.
Succession
The board’s top priority is addressing a structured
succession plan; mitigating the risk of losing executive
industry expertise while managing investor and
stakeholder expectations. Additionally, the non-
executive board must proactively refresh its
composition, bringing relevant expertise and
strategic insight for the onward journey.
Technology
A key theme is the need for a more proactive and
forward-looking technology strategy. Board members
emphasise the importance of integrating technology
to enhance efficiency, risk management, compliance,
and operational effectiveness while maintaining
JTC’s people-centric approach.
The JTC PLC 2024 Board Review identified several opportunities for enhancing performance.
However, four key themes consistently emerged across our discussions with board members, reflecting
a range of perspectives. We recommend prioritising these areas to drive meaningful improvements.
ly
sms.
89 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Highlights from 2024
•
Ensuring Integrity in Financial Reporting
•
Reviewing risk management and internal controls.
•
Managing relationships with the external auditor.
•
Assessing external audit independence and effectiveness.
•
Approving audit fees and resource allocation.
•
Monitoring compliance with laws and regulations.
Key focus for 2025
•
Maintaining Oversight: Providing assurance to the Board
on JTC’s financial risk management and internal control
procedures, including monitoring key areas such as
tax compliance.
•
Monitoring Regulatory Changes: Holistically monitoring
potential legislative and regulatory changes that may impact
the Committee’s work.
•
Emerging Risks: Keeping abreast of emerging risks, both
domestic and international, arising from the current
geopolitical and economic landscape.
•
Review Governance Arrangements for 2025:
•
Review governance arrangements and the compliance
framework, including new rules.
•
Assess existing public narrative and investors’ expectations
for future financial reporting of disclosures.
•
Ensure financial statements reflect the requirements of all
applicable accounting standards.
•
Approval of external audit tender process to commence in
Q2 2025 to ensure that the appointment of the chosen firm
is effective from 1 January 2027.
Audit
Committee
Report
Role and Responsibilities
The Committee supports the Board in ensuring the
integrity of the Group’s financial reporting, internal
financial controls, and overall financial risk
management processes. The Committee’s role and
responsibilities, detailed in its terms of reference
available on our website www.jtcgroup.com/
investorrelations/ include overseeing the reporting
and audit cycle, internal and external audit work
plans, and regular updates from management and
the External Auditor.
Committee Membership
and Attendance
The Audit Committee is comprised of the Company’s
Independent Non-Executive Directors. May
(Hong Mei) Knight joined the Committee following
her appointment to the Board in December 2024.
Conversely, Kate Beauchamp stepped down in
June 2024, prior to assuming her new, full-time role
as Group Head of Institutional Client Services in
September 2024.
Dawn Marriott was appointed as an additional
Committee Member following her appointment
to the Board on 24 February 2025.
Miranda Lansdowne served as secretary to the
Committee throughout FY24.
Detailed information about the Committee
members and their attendance at meetings
throughout the year can be found in the chart
on the opposite page. Full biographies for each
member are available on pages 76 to 77.
The Chair of the Committee, a Chartered Accountant,
brings recent and relevant financial experience, having
previously served as Chair of BDO International,
Senior Partner of BDO’s UK firm, and Audit
Committee Chair of another FTSE 250 company. All
Committee members are independent Non-Executive
Directors with significant expertise in finance,
economics, and business management in large
companies. May Knight, as Chair of the Governance
& Risk Committee, ensures coordination of relevant
AUDIT COMMITTEE REPORT
“The Audit Committee continues
to uphold the highest standards of
financial integrity and oversight.
We remain committed to ensuring
transparency and accuracy in all
aspects of our financial reporting,
thereby maintaining the trust of
our stakeholders.”
Dermot Mathias
Audit Committee Chair
•
M
•
As
•
nu
Recommendations to Board
•
Approving annual and interim financial statements, viability,
going concern, and ensuring reporting is fair, balanced,
and understandable.
•
Recommending the reappointment of the External Auditor,
after reviewing their performance, fees, and independence.
•
Evaluating the company’s internal control systems.
•
Reviewing and enhancing the effectiveness of risk
management processes.
•
Ensuring compliance with legal and regulatory requirements.
•
Reviewing accounting policies and practices for accuracy
and transparency.
•
Supporting the internal audit plan and reviewing significant
internal audit findings.
•
Enhancing the whistleblower policy for effective
complaint handling.
•
Endorsing policies that promote ethical standards and
integrity within the company.
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
90 JTC Annual Report 2024
issues such as risk, whistleblowing, and compliance
between the two Committees through her
membership in the Audit Committee.
Committee members are expected 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.
• The role of internal and external audit and risk
management.
The Board is satisfied that, in compliance with the
UK Corporate Governance Code 2018 and the FRC’s
Audit Committees and the External Audit: Minimum
Standard, Committee members collectively possess
competence relevant to the company’s sector
(professional services). The financial and sector-
specific experience of each Committee member
is summarised on pages 76 and 77.
During the year, all Committee members were
re-elected at the AGM and will stand for re-election
at the forthcoming AGM in May 2025. Committee
appointments are generally for a three-year term.
Members are appointed by the Board on the
recommendation of the Nomination Committee,
which evaluates membership based on skills,
experience, knowledge, and diversity of gender,
social and ethnic backgrounds, and cognitive and
personal strengths.
Members receive tailored training during their tenure,
including meetings with management and the
External Auditor on various issues. The Head of the
Group Company Secretariat acted as Secretary to
the Committee, ensuring members receive regular
briefings on governance, legislative developments,
accounting policies, and practices.
AUDIT COMMITTEE REPORT CONTINUED
Audit Committee Activities During FY24
April 2024
•
Reviewed the annual financial statements.
•
Discussed the effectiveness of financial reporting.
•
Assessed significant financial judgements and estimates
used in the financial statements.
•
Verified the appropriateness of the Group’s policy
on alternative performance measures (APMs).
•
Reviewed and recommended the 2023 results
announcement and Annual Report.
•
Examined PwC’s audit findings and observations.
•
Discussed audit fees and formulated the strategy for 2024.
May 2024
•
Reviewed the internal FY24 Board Evaluation process.
•
Assessed the Committee’s effectiveness.
•
Recommended the Committee’s terms of reference.
•
Reviewed reports from the CFO, internal audit, and
External Auditor.
•
Discussed tax and treasury matters.
•
Considered legal matters and compliance issues.
September 2024
•
Reviewed the interim financial statements.
•
Discussed the effectiveness of financial reporting.
•
Assessed significant financial judgements and estimates
used in the financial statements.
•
Reviewed and recommended the interim
results announcement.
•
Conducted the annual review of financial
risk management.
•
Reviewed the interim financial statements.
•
Evaluated financial proposals for debt facilities.
•
Assessed internal audit plans and reports.
•
Considered Group Treasury policies.
•
Reviewed and discussed the Committee’s agenda
and terms of reference for 2025.
•
Conducted performance reviews of the Committee
and audit functions.
•
•
R
an
•
Cond
and au
2024 Meeting attendance
Dermot Mathias
Michael Gray
Erika Schraner
Kate Beauchamp*
May Knight**
*Resigned 10 June 2024
**Appointed 5 December 2024
Committee Composition
As at 31 December 2024:
Gender
Male
Female
Ethnicity
Asian
White
50%
50%
75%
25%
91 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
AUDIT COMMITTEE REPORT CONTINUED
Chair’s Letter
Dear Shareholder
On behalf of the Board, I am pleased to present the
Audit Committee Report for the financial year ended
31 December 2024. 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.
During 2024, the Committee held three meetings
aligned with the company’s reporting cycle. Meetings
usually take place ahead of Board meetings, with the
Committee Chair providing updates to the Board on
key issues discussed. Senior representatives of the
External Auditor, Chief Financial Officer, and Group
Head of Finance attended meetings. The Chair, and
CEO also attend at my request. Time was allocated
for private discussions with the internal audit team
and the External Auditors, as well as private sessions
for Committee members.
Significant and key financial
reporting matters
The Committee reviewed and approved the
appropriateness of the interim and annual Financial
Statements, accounting policies, judgements, and
estimates. It also assessed the Group’s policy on
alternative performance measures (APMs).
Areas of significant focus:
• Impairment of goodwill and other intangible assets.
• Recognition and recoverability of ‘work in progress’.
• Accounting for business combinations.
• Risk management framework.
• Regulatory developments and disclosure trends.
• Management’s assessment of TCFD disclosures.
External auditor independence
and effectiveness
The Committee maintains the relationship with the
External Auditor, PwC, overseeing its appointment,
re-appointment, and removal. The Committee
ensures PwC’s independence and effectiveness,
reviewing its terms of engagement, strategy, scope,
and performance.
Total fees paid to PwC for the year ended
31 December 2024 were £1.4m, with £0.3m for
non-audit work. The Committee confirms that
non-audit fees were 21.4% of the audit fees.
The Committee remains satisfied with PwC’s
independence and effectiveness and recommends
its reappointment for the financial year ending
31 December 2025. Resolutions for PwC’s
reappointment and remuneration will be
proposed at the AGM on 21 May 2025.
Committee performance review
A performance review of the Committee was
conducted as part of the Board’s annual review, using
a bespoke questionnaire. The Committee received
positive scores for time management, composition,
processes, support, and priorities for change.
External audit evaluation
In mid-2024, an evaluation of the External Auditor
was conducted using a survey covering Judgement,
Quality Control, Skills, Knowledge, and Mindset
and Culture. The Committee remains satisfied
with PwC’s performance and independence.
External audit tender process
In compliance with our obligation to conduct an
audit tender process every 10 years, we began
this procedure in early 2025. The new auditor
will be appointed to assume their role starting
1 January 2027, auditing the financial year
ending 31 December 2027.
Our process will ensure transparency, competitiveness,
and adherence to best practices. We aim to finalise
our decision by Q4 2025. This tender process will be
led by the Audit Committee, with equal access to
information for all tendering firms, ensuring a fair
and thorough evaluation.
Dermot Mathias
Chair of the Audit Committee
7 April 2025
92 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
GOVERNANCE AND RISK COMMITTEE REPORT
Key highlights from 2024
•
Reviewed significant risk management policies and
associated risk management frameworks;
•
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;
•
Evaluated 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, 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.
Key activities in 2025
•
Oversee and make recommendations to the executives
and the Board for actions to be taken in respect of the
Group’s corporate responsibility, 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 regarding its corporate and
societal obligations as a responsible global citizen
on behalf of all stakeholders;
•
Monitor and review the processes for risk assessment
regarding 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 focusing 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 macroeconomic landscapes.
Governance and
Risk Committee
Report
for the financial year ended
31 December 2024.
May Knight,
Governance and
risk committee Chair
Kate’s resignation and appointment in her new role as
Group Head of Institutional Client Services.
My career in financial services spans over three
decades, encompassing roles in banking, insurance,
and asset management. Throughout my career, I have
focused on risk management, governance, strategy,
leadership development and business growth. I am
excited to bring these perspectives to the Board and
my role as the Committee Chair, supporting JTC’s
continued success.
JTC’s dedication to excellence and innovation resonates
deeply with me. The Company’s commitment to
governance excellence aligns with my own values.
I look forward to working with the Board and my
fellow Committee Members to navigate the evolving
regulatory landscape and drive sustainable growth.
The Committee, established in December 2022,
continues to uphold JTC’s unwavering commitment
to governance and risk management of the highest
standards. This report illustrates the Committee’s
activities and accomplishments throughout 2024,
reflecting the ongoing evolution and enhancement of
the Group’s risk framework and governance 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 2024.
I am honoured to write to you in my new capacity as
an independent non-executive director and Chair of
the Governance & Risk Committee at JTC, following
my appointment on 5 December 2024. I would like
to acknowledge Kate Beauchamp’s pivotal role in
establishing the Committee in 2022 and express the
Board’s gratitude to Dermot Mathias for his service as
the temporary Committee Chair during 2024 following
tives
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
93 JTC Annual Report 2024
Committee membership
The Committee is composed of all the independent
non-executive directors. The Chief Risk Officer, Head
of internal audit, and external audit lead partner
are invited to attend and address meetings of the
Committee on a regular basis. Other non-members
may also be invited to attend all or part of any
meetings as deemed appropriate.
This report details how the Committee has discharged
its role and responsibilities during the year, monitoring
and assessing the company’s approach to governance
and risk, and ensuring responsible, sustainable, ethical,
and compliant corporate conduct in line 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 2025
to ensure that the Group further strengthens and
enhances its policies, procedures, and practices.
Committee’s purpose
The Committee is part of the Group’s governance
framework and supports the Board in fulfilling its
oversight responsibilities to ensure 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 and in line with best practice.
The Audit Committee has a monitoring function in
respect of risk management and internal control
systems, specifically financial controls, including 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.
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 represent the Board in supporting the
efforts in these critical areas.
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 ensuring corrective action is taken
where necessary.
The Committee makes recommendations to the Board
concerning 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
2025 that it considers the internal control framework
to be functioning appropriately, enabling 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. The Committee also reviewed the
‘three lines of defence’ framework and the Group’s
principal and emerging risks.
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 the 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. This
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.
2024 Meeting attendance
Dermot Mathias
Michael Gray
Erika Schraner
Kate Beauchamp*
May Knight**
*Resigned 10 June 2024
**Appointed 5 December 2024
The Committee meets at least three times per year. In
2024, 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
The Committee considers and advises the Board on
the appropriate risk appetite for the Company and the
principal and emerging risks that the Company is
willing to take across all major activities, considering
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.
Internal controls
Internal control processes are implemented through
clearly defined roles and responsibilities, supported by
clear policies and procedures, and 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.
Information security
In 2024, 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.
GOVERNANCE AND RISK COMMITTEE REPORT CONTINUED
94 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
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 and stakeholders,
and contributing to wider society.
2024 saw further development of our sustainability
and ESG agenda. The Sustainability Report 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 37 to 59.
Committee performance review
In 2024, the Committee underwent a comprehensive
performance review as part of the Board’s internal
assessment process. This review involved a bespoke
questionnaire tailored specifically for the Committee
members. The 2024 review evaluated several key
aspects including time management, composition,
processes and support, the extent of work carried out,
and priorities for future improvement. The feedback
received was overwhelmingly positive across all areas.
Meetings were found to be well-managed, adhering to
the annual cycle of work. Committee meeting reports
and papers were rated highly by the members. After
reviewing the results of the evaluation, the Board
concluded that the Committee is operating effectively.
Shareholder engagement
JTC remains committed to fostering regular and
constructive engagement with its shareholders,
providing them with opportunities to express their
views on governance matters directly to the Board of
Directors outside the annual meeting framework. The
Board ensures annual communication of information
regarding the Board of Directors, individual directors,
and the Company’s corporate governance and
executive compensation practices through the
Directors’ Remuneration Report.
The Board of Directors actively encourages shareholder
participation in the Company’s annual shareholder
meetings and throughout the year as needed via
informal meetings. Each Director makes every effort
to attend the Annual General Meeting, barring any
compelling reasons. During the Annual Meeting, the
Chairs of each Board Committee are available to
respond to shareholder questions. The Board views
the Annual General Meeting as a valuable opportunity
for shareholders to discuss the Company, its corporate
governance, and other significant matters.
Extensive information about the Board of Directors,
its mandate, the Board Committees and their
mandates, and profiles of our directors can be found
on our website at jtcgroup.com/investor-relations.
Lastly, I would like to take this opportunity to express
the Board’s appreciation for the unwavering support
of JTC’s governance and risk practices by management
and all employees. The Committee looks forward to
building on the Group’s strong track record of
effective risk management and compliance, and
supporting continuous improvements in JTC’s
governance and risk management practices in the
years to come.
May Knight
Committee Chair
7 April 2025
GOVERNANCE AND RISK COMMITTEE REPORT CONTINUED
der
95 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Highlights from 2024
•
The Company received strong support from
shareholders for the Directors’ Remuneration Report
and Directors’ Remuneration Policy at the AGM in May
2024. For further details please see page 99.
•
Following the successful delivery of the Company’s
Galaxy era business plan, in July 2024 the Committee
was pleased to approve the grant of a share award
under the Employee Incentive Plan to all eligible
employees. The EIP, following in the footsteps of
predecessor schemes, aims to recognise and reward
long-term performance throughout the entire Group.
This alignment of employees’ and shareholders’
interests is closely tied to the Company’s multi-year
business plans, known as eras. The Galaxy era EIP
Awards were satisfied by the transfer of existing
Ordinary Shares held by the JTC PLC Employee Benefit
Trust (the “EBT”) to each participant. The Galaxy
award is the fourth in JTC’s history, since its shared
ownership model was established in 1998. For further
details please see pages 8 and 9.
Key activities in the year ahead
•
Implement the Directors’ Remuneration Policy
in respect of incentives for 2025 (both annual
bonus and PSP).
•
Monitor and reward performance through
the Company’s incentive structure.
•
Review market benchmarking studies to ensure
competitiveness of executive pay packages in attracting
and retaining top talent in support of the Board’s
succession planning and Group talent development
and management programme, Project Talisman.For
further details please see page 47.
Remuneration
Committee Report
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 76 to 77. The Committee members have no
personal financial interest, other than as shareholders,
in the matters considered by the Committee.
JTC (Jersey) Limited, the corporate Company
Secretary, acts as secretary to the Committee.
Further detail on the role and remit of the
Committee can be found within its terms of
reference, which are available on our website,
www.jtcgroup.com/investor-relations/
REMUNERATION COMMITTEE REPORT
M
“I am pleased to report on a year of significant achievements
and continued progress. In 2024, we further aligned our
executive compensation frameworks with the company’s
strategic goals and industry standards, ensuring a strong
correlation between pay and performance.”
Michael Gray, Remuneration Committee Chair
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
96 JTC Annual Report 2024
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, Interim Governance
and Risk Committee Chair
Erika Schraner
Nomination Committee Chair, Independent
Non-Executive Director
May Hong Mei Knight
Governance and Risk Committee Chair,
Independent Non-Executive Director
Detailed information about the Committee members
and their attendance at meetings throughout the
year can be found in the chart below. Full biographies
for each member are available on pages 76 to 77.
Committee meetings in 2024
The Committee met formally 4 times in person during
the year. Attendance by the Committee members at
these meetings is shown below:
# MEETINGS
ATTENDED
MEETINGS
ATTENDED
Michael Gray (Chair)
4/4
100%
Mike Liston
4/4
100%
Dermot Mathias
4/4
100%
Erika Schraner
4/4
100%
May Hong Mei Knight1
1/1
100%
Kate Beauchamp2
2/2
100%
REMUNERATION COMMITTEE REPORT CONTINUED
2024 Remuneration Committee activity
February
Committee meeting
•
Salary increases for 2024
•
2023 Outcomes
•
2024 Annual Bonus
April
Committee meeting
•
2021 PSP vesting
•
2024 PSP grant
May
AGM
•
Remuneration Policy and Directors’ Report on
Remuneration approved by Shareholders
•
2024 PSP (award level subject to shareholder approval
of Remuneration Policy)
July
Committee meeting
•
Grant of EIP Galaxy share award to all employees
December
Committee meeting
•
Governance and trends update
•
Annual bonus review
nd
review
Committee Composition
As at 31 December 2024:
Gender
Male
Female
50%
50%
Ethnicity
White
Asian
16%
84%
1. Appointed to the Board of Directors on 5 December 2024
2. Resigned from the Board of Directors on 10 June 2024
97 JTC Annual Report 2024
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ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
Introduction from the
Committee Chair
Dear shareholder,
On behalf of the Board, I am pleased to present
the Directors’ Remuneration Report for 2024.
Earlier this year we presented our new Director’s
Remuneration Policy which received strong support
from 96.11% of our shareholders. This report aims to
provide a comprehensive picture of our remuneration
framework, its alignment with our Cosmos Era
business strategy and the rest of the workforce, as
well as the remuneration decisions made by the
Committee reflecting 2024 performance, and the
implementation of the Policy for 2025.
In line with the reporting requirements, the report is
split into three sections:
1. This introduction;
2. A summary of the current Directors’ Remuneration
Policy (as approved by shareholders at the 2024
AGM); and
3. The Directors’ Remuneration Report
Vesting of the 2022 PSP awards for the Executive
Directors was determined based on the achievement
of stretching targets against two metrics: relative TSR
and EPS. JTC’s TSR was at the 70th 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 85%. JTC
achieved an underlying EPS of 41.8p within the
three-year period, which represents growth of
approximately 64%. As a result, 100% of the EPS
element vested. Therefore, the 2022 PSP award vested
at 92.5% of maximum for all Executive Directors.
The Committee agreed that the final pay-out of the
annual bonus and vesting of the 2022 PSP award were
reflective of the respective performance periods and
that the Policy operated as intended and did not
apply any discretion.
During the year, the Committee also received
remuneration updates for Senior Managers and
the wider workforce to provide the context for,
and ensure alignment with, Executive Director
remuneration outcomes.
Fuller details of the 2024 outcomes are provided in
the ‘Our Remuneration at a Glance’ table on pages
100 to 101.
Performance and Remuneration
Outcomes in 2024
2024 marked the first year of the Cosmos Era which is
tied to an ambitious business plan expected to run
until 2027. JTC has made a fast start to the Cosmos
Era, marked by record new business wins, organic
growth, consistent delivery at a stable margin, and
accelerated M&A activity focused on acquiring and
integrating great businesses that deliver increasing
returns and contribute to the growth of JTC’s global
client base. JTC has generated total shareholder
returns of 280% since its initial listing on the London
Stock Exchange in 2018, and its continued success is a
testament to the clarity of its strategy and the
strength of its distinctive shared ownership culture
which drives focus and innovation. I am delighted that
the remuneration outcomes for 2024 reflect both the
continued strong performance of the business and the
significant contribution made by the Executive
Directors during the year.
Under the Remuneration Policy, each Executive
Director is eligible for a maximum annual bonus
opportunity of 150% of salary with performance
assessed based on a balanced scorecard of financial
and non-financial measures which were revised in
2024 to better align with the priorities of the Cosmos
Era strategy. 2024 bonus outturns were 113% of
salary for the Executive Directors and 33% of the
bonus earned 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.
Pay Arrangements for 2025
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 3%
which is in line with the Jersey cost of living increase
reported at 3% and aligned with the average
approved increase for the wider workforce in January.
The performance measures and weightings for the
2025 annual bonus are similar to 2024 to reinforce
alignment with the annual priorities of JTC’s Cosmos
Era business plan. Annual bonus measures are captured
in a balanced scorecard comprising financial and
non-financial measures (weighted 60% and 40%,
respectively). Consistent with prior years, financial
targets for the annual bonus have been set to reflect
internal and external forecasts as well as the Board’s
growth expectations for JTC, and to ensure that they
remain motivational and challenging. The 2025 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
long-term profitability as well as alignment with
long-term value for shareholders and the business.
98 JTC Annual Report 2024
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
Conclusion
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 Annual Report on Remuneration at the AGM
on 21st May 2025.
Michael Gray
Remuneration Committee Chair
7 April 2025
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 Group and is considered
to be independent by the Committee. Fees paid to Mercer totalled £74,951 (excluding expenses and VAT) for
the 2024 financial year in its capacity as advisers to the Committee.
AGM shareholder voting
Resolution
Votes for
Votes against
Votes withheld
Approve Directors’ Remuneration
Report (2024 AGM)
138,881,082
6,225,353
Nil
95.71%
4.29%
Approve Remuneration Policy
(2024 AGM)
139,464,615
5,641,820
Nil
96.11%
3.89%
99 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
Our 2024 Remuneration At A Glance
This section provides a summary of the remuneration policy approved in May 2024 and our approach to implementing this for our Executive Directors in 2024.
ELEMENT OF REMUNERATION
POLICY
2024 IMPLEMENTATION
LINK TO JTC’S STRATEGY
Salary
Reviewed annually with increases effective 1 January;
reflects the individual’s role and contribution.
Increases take account of those applied across the
wider workforce; the Committee retains discretion
to award higher increases where appropriate to take
into account market conditions, performance and/or
development of the individual, a change in the
responsibility and/or complexity of the role,
new challenges or a new strategic direction
for the Company.
CEO: £523,899 (6.4% increase)
CFO: £375,060 (6.4% increase)
COO: £290,739 (6.4% increase)
Creating long-term value for our
• shareholders
• employees
Being a responsible business
Benefits
Executives are entitled to receive life assurance,
pension contributions, private medical insurance
and other de minimis benefits in kind.
The maximum will be set at the cost of providing the
benefits described.
Unchanged from Policy.
n/a
Pensions
Pension benefits for the incumbent Executive Directors
will be aligned with the average percentage
contribution or maximum entitlement available to
staff in the relevant market (6% in GBP, 7% overall).
Executive Directors are eligible to receive employer
contributions to the Group Occupational
Retirement plan.
Maximum entitlements:
CEO: 6% of salary
CFO: 6% of salary
COO: 6% of salary
Employer of choice
Annual Bonus
Maximum opportunity: 150% of salary.
33% of any bonus earned will be deferred into
shares (in the Deferred Bonus Share Plan “DBSP “)
for two years.
Performance measures, targets and weightings are set
at the start of the year. Performance is measured on
financial, operational and individual goals. Malus and
clawback provisions apply.
Award of up to 150% of salary for all Executive
Directors. Actual bonus payment: 113% of salary.
Performance measured based on financial, operational
and strategic goals linked to the successful execution
of JTC’s business plan.
Creating long-term value for our
• shareholders
• employees
• clients
• intermediary partners
• communities
Being a responsible business
100 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
ELEMENT OF REMUNERATION
POLICY
2024 IMPLEMENTATION
LINK TO JTC’S STRATEGY
Deferred Bonus Share Plan
(“DBSP”)
All employees are eligible to participate; it is intended
that Executive Directors, Senior Managers and certain
managers below Senior Manager will participate.
For Executive Directors, 33% of any bonus earned will
be deferred into shares for two years.
The Committee may include further financial
and non-financial performance.
Unchanged from Policy.
33% of the 2024 bonus earned was deferred
(c. 37% of salary).
A unique culture based on Shared Ownership
Performance Share Plan (“PSP”)
Normal maximum opportunity: 200% of salary for
the CEO and 175% for other executive directors
(exceptional maximum of 250%).
Performance is measured over TSR and adjusted
underlying EPS. An additional 2-year holding period
applies post-vesting.
Malus and clawback provisions apply.
CEO: 200% of salary
CFO: 175% of salary
COO: 175% of salary
Performance measured by TSR and EPS over a period
of 3 years ending 31 December 2026.
Creating long-term value for our
• shareholders
• employees
• clients
• intermediary partners
• communities
Efficient capital deployment
Being a responsible business
A unique culture based on Shared Ownership
Employees Incentive Plan (“EIP”)
All employees are eligible to be granted an award
except for Executive Directors.
It is designed to incentivise high performance and
may include performance measures – these will
be reviewed by the Committee each year.
Executive Directors are not eligible to participate.
A unique culture based on Shared Ownership
101 JTC Annual Report 2024
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
ELEMENT OF REMUNERATION
POLICY
2024 IMPLEMENTATION
LINK TO JTC’S STRATEGY
Shareholding Guidelines
Executive Directors are required to build or maintain a
shareholding requirement. This is equivalent to 200%
of annual base salary for the CEO and 175% of annual
base salary for other Executive Directors.
Post-cessation, Executives are required to hold on to
the lower of (1) their share ownership at departure or
(2) their in-post share ownership guideline (i.e. 150%
of annual base salary) for a period of 2 years.
Unchanged from Policy.
All Executive Directors have holdings substantially in
excess of the requirement.
A unique culture based on Shared Ownership
Being a responsible business
Malus and Clawback Provisions
Recovery provisions may be applied to the
annual bonus, DBSP and PSP in certain
circumstances including:
• materially inaccurate information;
• material breach of employment contract which
would include, without limitation, any event
or omission by the Executive that contributes
to a material loss or reputational damage to
the Company;
• material breach of any compromise agreement; and
• material breach of fiduciary duties.
Cash bonuses will be subject to clawback, with deferred
shares being subject to malus, over the deferral period.
PSP awards will be subject to malus over the vesting
period and clawback from the vesting date to the third
anniversary of the relevant vesting date.
Unchanged from Policy.
Being a responsible business
102 JTC Annual Report 2024
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ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
2024 Performance At A Glance
& Remuneration Outcomes
2024 Single figure remuneration
BASE SALARY¹BENEFITS¹PENSION¹ANNUAL BONUS
MAX.
OPPORTUNITY
% OF SALARY
OUTTURN
(% OF SALARY)
OUTTURN1
£
AMOUNT SUBJECT
TO DEFER RAL1,2
£
Nigel Le Quesne
150%
113%
592
197
Martin Fotheringham
150%
113%
424
141
Wendy Holley
150%
113%
329
110
1. Figures are shown to the nearest thousands.
2. The Remuneration Policy states that 33% of any bonus earned is deferred into shares on a net of tax basis for 2 years.
PSP (further details on page 108)
The 2022 PSP award was subject to performance conditions for a period ending on 31 December 2024.
Final vesting of TSR and EPS are shown below:
Nigel Le Quesne
Martin Fotheringham
Wendy Holley
0
£500
£1,000
£1,500
£2,000
Thousands
Base salary
Pension
Annual bonus
Benefits
PSP
2024 Annual bonus award (further details on page 104)
Financial Metrics:
The charts below are based on the following assumptions:
Actual
Max
Target
Threshold
33.3%
38.0%
35.0%
33.0%
EBITDA Margin
Actual
Max
Target
Threshold
98.0%
90.0%
87.5%
85.0%
Cash Conversion
Actual
Max
Target
Threshold
11.3%
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 106.
100%
80%
60%
40%
20%
0%
TSR
0%
20%
40%
60%
80%
100%
Actual
Maximum
Threshold
41.8p
38.7p
31.0p
EPS
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 2024 ranked 70th
percentile and therefore 85% of the TSR
element has vested.
EPS threshold performance begins at 31p with
25% of the element vesting rising to full vesting
for 38.7p.
JTC at 31 December 2024 achieved an EPS of
41.8p and therefore 100% of the EPS element
of the award has vested.
103 JTC Annual Report 2024
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ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
Annual Report on Remuneration
The Annual Report on Remuneration and the Annual Statement will be put to a Shareholder vote at the AGM on 21 May 2025. Sections of the report are subject to audit and these have been flagged where applicable.
Single total figure of remuneration for Executive Directors
The table below sets out the total remuneration payable to each Executive Director for the years ended 31 December 2024 and 31 December 2023.
Single Total Figure of Remuneration1
Base Salary2
Benefits3
Pension4
Annual Bonus5
PSP6
Other
Total Fixed
Total
Total Variable
Nigel Le Quesne
2024
524
3
26
592
748
n/a
1,893
553
1,340
2023
492
3
25
409
823
n/a
1,752
520
1,232
Martin Fotheringham
2024
375
3
19
424
545
n/a
1,366
397
969
2023
353
3
18
293
600
n/a
1,265
373
892
Wendy Holley
2024
291
2
15
329
415
n/a
1,051
308
744
2023
273
2
14
205
457
n/a
951
289
662
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.
3. Benefits provided to Executive Directors include healthcare and annual membership fees.
4. Executives receive contributions to the Group Occupational Retirement Plan which is a defined contribution plan. In 2024, Executive Directors were eligible for contributions up to 7% of salary, aligned with the workforce average maximum entitlement. Contributions
reported in the table reflect actual pension contributions of 5% in 2024 as per individual pension contribution elections.
5. Under the Remuneration Policy, each Executive Director is eligible for a maximum annual bonus opportunity of 150% of salary, with 33% of any bonus earned deferred into shares that are subject to a 2-year holding period. In 2023, each Executive Director was eligible for
a maximum annual bonus opportunity of 100% of salary, with any bonus earned in excess of 50% of salary deferred into shares that are subject to a holding period of 3 years.
6. Estimated value of 2022 PSP award at 973p per share being the average of the closing mid-market share price in the 3-trading day period ending 31 December 2024. 2021 PSP values have been restated to reflect actual vesting of awards based on a vesting share price of
839p. The share price on the date of grant was 647p, therefore £188,396, £137,259 and £104,594 of the CEO, CFO and COO’s 2021 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.
2024 Annual bonus (unaudited)
The table below summarises the annual bonus framework we applied for 2024 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. During 2024 each Executive Director was eligible for a maximum annual bonus opportunity of 150% of salary.
Annual bonus scorecard
In early 2024, the Remuneration Committee reviewed the performance measures used for the annual bonus scorecard to ensure they support JTC’s delivery of the Cosmos Era business plan and reflect peer and market best
practices. Following this review, the 2024 annual bonus scorecard was streamlined to strengthen the focus on the financial and non-financial measures that are most critical to the delivery of the Cosmos Era business plan
priorities in 2024, and to reinforce collective and individual expectations for the delivery of this plan. Below is a summary of the approved changes:
• Retain the 60/40 split between financial and non-financial measures, ensuring that financial measures continue to account for a majority of the payout, aligned with best practice.
• Increase the weighting for the Strategy and Growth category from 10% to 20%.
• Retain 10% weighting for the ESG, People, and Culture weighting to underscore JTC’s commitment to sustainability and consolidate into a renamed “Risk, People and Sustainability” category.
• Introduce an Individual performance category weighted 10% to enable differentiation of payouts based on delivery of annual initiatives specific to each Executive Director.
104 JTC Annual Report 2024
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
The financial and non-financial measures applicable to the 2024 annual bonus are summarised in the section below. The Remuneration Committee periodically reviews the performance measures and weightings of the annual
bonus plan to ensure continued alignment with JTC’s evolving strategy.
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. The scoring key for the 2024 annual bonus is shown in the table below:
TOTAL SCORECARD PERFORMANCE GRADE
BONUS % AWARD
6
7
8
9
10
All Executives based on Policy Maximum
30%
50%
67%
83%
100%
Bonus scorecard – Financial Measures
Financial measures comprise a weighting of 60% for all Executive Directors. Performance for financial measures is assessed against performance ranges that are set at the beginning of each year, based on a sliding scale of
challenging targets and in line with the business plan and investor guidance, as applicable. 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.
GROUP FINANCIAL METRICS
WEIGHTING
THRESHOLD
TARGET
MAXIMUM
2024 PERFORMANCE
2024 SCORE AND WEIGHTED OUTTURN
ADJUSTED UNDERLYING EPS
10%
Lower quartile of average
consensus range
Median of average consensus
range
Upper quartile of average
consensus range
Adjusted underlying EPS of
41.8p, achieving above target
performance
8.5 out of 10
7.5%
GROUP NET ORGANIC
GROWTH
15%
8%
9%
10%
Achieved Group Net Organic
Growth of c.11%, exceeding
maximum performance
expectations
10 out of 10
15%
TARGET EBITDA MARGIN
10%
33%
35%
38%
Achieved overall EBITDA margin
of 33.3%, achieving above
threshold performance
6.5 out of 10
4%
CASH CONVERSION
IMPROVEMENTS
10%
85%
87.5%
90%
c.98% cash conversion,
exceeding maximum
performance expectations
10 out of 10
10%
EFFICIENT CAPITAL
ALLOCATION (ROCE)
15%
ROCE / WACC < 1.25
ROCE / WACC ≥ 1.25
ROCE / WACC ≥ 1.5
ROCE /WACC of 1.46, achieving
above target performance
8.5 out of 10
11.3%
TOTAL FINANCIAL
47.8%
105 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
Bonus scorecard – Non-Financial Measures
Non-financial measures comprise a weighting of 40% for all Executive Directors. Non-financial performance categories reflect short-term Group and individual strategic priorities that are assessed based on key milestones or
performance in line with our business plan.
For 2024, 10% of the non-financial measures weighting is attributed to individual performance, which is assessed during the annual review process based on annual priorities set by the Remuneration Committee with respect to
the Chief Executive Officer, and by the Chief Executive Officer with respect to the other Executive Directors.
NON-FINANCIAL
METRICS
2024 SCORE AND
WEIGHTED OUTTURN 2024 PERFORMANCE ACHIEVEMENTS
STRATEGY AND
GROWTH
(Weighting: 20%)
8 out of 10
13%
Strategy: In 2024, JTC continued to strengthen its global capabilities and service delivery across multiple jurisdictions, including the UK, Continental Europe, the Americas, and Asia. While JTC has
been the recipient of several prestigious accolades, including Fund Administrator of the Year and Trust Company of the Year, which is clear recognition of JTC’s leading brand positioning in the private
client market and highlights JTC’s strong brand positioning, it is essential to focus on the tangible growth and strategic advancements achieved during the year. Notably, the acquisitions, particularly
of FFP, have significantly enhanced JTC’s Governance offering through Northpoint. Additionally, the acquisition of Citi Trust in H1 2025 is expected to solidify JTC’s leading independent position in the
fast-growing US market. Furthermore, JTC continues to progress against the goals set out in the Cosmos plan, positioning JTC well to deliver on its strategic objectives.
Inorganic growth: JTC has bolstered its market share for its ICS and PCS divisions through accelerated M&A activity in 2024:
•
ICS division: acquired Blackheath, Hanway, the Buck Share Plan and FFP, which collectively strengthens JTC’s ManCo and AR capabilities in the UK, bolsters corporate governance capabilities
globally (particularly through the Northpoint brand), and enhances share plan trustee services.
•
PCS division: acquired the First Republic Trust Company of Delaware LLC (“FTRC Delaware”) which increased JTC’s scale and service offerings in the U.S. and positions JTC for future U.S. carve-outs.
The pending acquisition of Citi Trust will make the U.S. JTC’s largest revenue jurisdiction, and enhances JTC’s ability to be established as the leading independent provider of global trust services,
enabling further expansion into key growth markets.
Organic growth: Delivered on the increased organic growth guidance target (was 8-10% but was increased to 10%+ effective from 2024). Growth delivered through JTC’s increased presence in large
US market for both the ICS and PCS divisions, enhanced a Key Account Management program which generated approximately £800,000 in opportunities, revitalised the ICS Ambassador program,
and established an annual client review to create opportunities for new revenue streams.
RISK, PEOPLE AND
SUSTAINABILITY
(Weighting: 10%)
8 out of 10
7%
Risk: Aligned with the strategic priorities of the Cosmos Era, JTC continued to enhance and centralise its risk oversight and internal controls framework by leveraging advanced systems and
automation to effectively mitigate adverse material risks and ensure timely compliance with regulatory requirements. Among other ongoing initiatives, the Camms platform was enhanced in
2024 for client compliance to ensure timely regulatory compliance services were delivered; engagement with Clausematch and KY360 supports improved policy and procedure management
and client risk assessments.
People: In 2024, JTC implemented the next phase of Talisman, focusing on future leaders, succession, and diversity. As part of this, JTC continued to invest in the growth of its employees through
targeted leadership training, career development, apprenticeship and internship programs, and streamlined employee onboarding processes. Succession planning was established for all Director roles
and above, and Personal Development Plans were created for all colleagues to enable greater visibility of JTC’s global talent pipeline. During the year, JTC also awarded £50m of shares to eligible
employees (60% of whom were first time recipients) through its Employee Incentive Plan, an award-winning share ownership scheme that provides employees with a share in the financial success of
the company. An award-winning communications campaign was launched to increase awareness and understanding of this highly valued award. JTC’s shared ownership ethos and commitment to
fostering a supportive and inclusive culture have nurtured a driven, engaged, and stable workforce, as reflected in a regretted average labour turnover rate of 3.5%.
Sustainability: During the year, JTC maintained its Carbon Neutral+ status and made another C grade from the Carbon Disclosure Project following its second voluntary submission to participate in
the Carbon Disclosure Project to further demonstrate JTC’s commitment to ESG leadership and raising awareness. In addition, JTC measured Scope 3 greenhouse gas emissions for the first time and
materially enhanced its disclosures aligned with TCFD, underscoring its commitment to transparent ESG reporting. The Group developed a DEI framework and strategy and remains committed to
evolving the gender and ethnic diversity of the executive team, as reflected in the appointment of Kate Beauchamp as Group Head of ICS. Through the JTC Gives programme, JTC donated £220,000 to
support various charities in 2024 aligned to JTCs social initiatives.
106 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
NON-FINANCIAL
METRICS
2024 SCORE AND
WEIGHTED OUTTURN 2024 PERFORMANCE ACHIEVEMENTS
INDIVIDUAL
PERFORMANCE
(Weighting: 10%)
8.5 out of 10
8%
CEO: The CEO is responsible for the overall leadership and management of JTC and sets the strategic direction to drive leading performance. In 2024, priorities included identifying growth
opportunities that provide strategic alignment to the Cosmos Plan. Under the CEO’s leadership, five deals were completed in 2024 (Blackheath, FRTC Delaware, Hanway, Buck Share Plans, FFP) which
resulted in approximately £33 million of acquired revenue, with the opportunity for another £70 million pending completion of the Citi Trust acquisition in H1 2025. These strategic successes enhance
JTC’s client service capabilities, with the acquisition of FFP significantly enhancing JTC’s Governance offering through Northpoint, and solidify JTC’s position as the largest independent global provider
of trust services across key regions, including the U.S. which is now the largest jurisdiction by revenue.
8.5 out of 10
8%
CFO: In 2024, priorities for the CFO included effective M&A deal structuring and financing, as well as ensuring the investment case for JTC is well understood by shareholders. Margin Enhancement
and Associated value creation opportunities were identified for each of the 5 deals completed in 2024 to drive long-term growth. JTC continues to maintain a strong, stable and growing investor base.
Aligned with the strategic objectives of the Cosmos Era, several efficiency initiatives were implemented throughout the year to enhance and standardise financial accounting and reporting processes.
These initiatives are intended to support JTC’s growth and success by increasing revenue, enhancing cash flow, and improving reporting capabilities across JTC’s growing global business.
8.5 out of 10
8%
COO: In 2024, priorities for the COO included maintaining an ongoing focus on robust M&A execution and integration, client delivery, and innovation to improve efficiency, develop organisational
resilience, and enable growth. Key initiatives included JTC’s cloud transition, network simplification, global data architecture enhancements, and expanded cyber security awareness through culture
alongside JTC’s global client service support. Now covering a 19-hour support window across seven jurisdictions for reduced downtime. A number of other productivity enhancement initiatives were
implemented, including greater workstation mobility solutions, the launch of ChatJTC and Joogle enhancements, as well as a streamlined HR service model with easier access to HR policies and
procedures. In addition, the COO chairs JTC’s OpsCo which provided strategic and governance oversight for over 45 projects in 2024, of which 24 (12 strategic) were successfully delivered in year.
2024 annual bonus outcomes for Executive Directors
The following table sets out the outcome of the 2024 annual bonus, in line with the approved Policy maximum of 150% of salary for all Executive Directors and based on the total scorecard performance grade reflecting the
Committee’s review of the performance achieved for the financial and non-financial measures:
MAX OPPORTUNITY
(% OF SALARY)
FINANCIAL
PEFORMANCE
Weighted 60%
NON-FINANCIAL
PERFORMANCE
Weighted 40%
TOTAL SCORECARD
%
(OUT OF 100%)
OUTTURN
(% OF SALARY)
OUTTURN1
£
AMOUNT SUBJECT
TO DEFERRAL1,2
£
NIGEL LE QUESNE
150%
47.8%
27.6%
75.4%
113%
592
197
MARTIN FOTHERINGHAM
150%
47.8%
27.6%
75.4%
113%
424
141
WENDY HOLLEY
150%
47.8%
27.6%
75.4%
113%
329
110
1. Figures are shown to the nearest thousands.
2. The Remuneration Policy states that 33% of any bonus amount earned is deferred into shares on a net of tax basis for 2 years.
PSP Awards vesting in 2024
The 2022 PSP award is subject to Relative TSR and EPS performance conditions, ending on 31 December 2024. 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 2024 was positioned at the 70th percentile. As such, there is 85% vesting of the
relative TSR element.
• The EPS performance condition was originally set with reference to available analyst forecasts. EPS of 31p results in threshold vesting (i.e. 25% of maximum) and EPS of 38.7p qualifies for full vesting. For the year
ending 31 December 2024, JTC’s underlying EPS was 41.8p and as such this element of the award qualified for 100% vesting.
107 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
The table below summarises the vesting outcomes based on performance assessed for each measure over the performance period ended 31 December 2024.
PERFORMANCE MEASURES
MEASURE
WEIGHTING
INDICATIVE
VESTING (% OF
ELEMENT)
TOTAL INDICATIVE
VESTING
(% OF MAXIMUM)
TOTAL INDICATIVE
VESTING (NO.
SHARES)
NIGEL LE QUESNE
TSR
50%
85%
92.5%
76,832
EPS
50%
100%
MARTIN FOTHERINGHAM
TSR
50%
85%
92.5%
55,977
EPS
50%
100%
WENDY HOLLEY
TSR
50%
85%
92.5%
42,655
EPS
50%
100%
2024 PSP Awards (unaudited)
During the year ended 31 December 2024, Executive Directors received a conditional award of shares which may vest after a three-year performance period ending on 31 December 2026, 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)
MAX. AWARD1,2
(£)
NO. SHARES
MEASURE
WEIGHTING
VESTING DATE
HOLDING PERIOD
ENDS3
NIGEL LE QUESNE
200%
1,048
127,265
TSR
50%
01.01.2027
2029
EPS
50%
MARTIN FOTHERINGHAM
175%
656
79,722
TSR
50%
01.01.2027
2029
EPS
50%
WENDY HOLLEY
175%
509
61,799
TSR
50%
01.01.2027
2029
EPS
50%
1. Face value of award based on the 3-day average share price to 9 April 2024 being £8.23.
2. Figures are shown to the nearest thousands.
3. 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.
108 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
The targets for the 2024 PSP award are outlined below. EPS targets are set with reference to available analyst forecasts and projected in line with expected organic growth.
PERFORMANCE
OVER THE PERIOD
% OF ELEMENT VESTING
PERFORMANCE
OVER THE PERIOD
% OF ELEMENT VESTING
TSR VS. FTSE 250 INDEX (EXCLUDING REAL ESTATE AND INVESTMENT TRUSTS)
Below
Median
0%
Straight-line
vesting occurs
between points
Underlying EPS
Below 41.84p
per share
0%
Straight-line
vesting occurs
between points
Equal to 41.84p
per share
25%
Equal to Median
25%
Exceeds 52.31p
per share
100%
Equal or Exceeds
Upper Quartile
100%
Statement of Directors’ shareholdings and interests in shares
As at 31 December 2024 the Executive Directors have significant shareholdings in the Company, as follows:
UNVESTED SHARES
% INTEREST IN
VOTING RIGHTS
SHAREHOLDING
WITH PERFORMANCE
CONDITIONS
WITHOUT
PERFORMANCE
CONDITIONS
SHARES LEGALLY
OWNED AS AT
31 DECEMBER 20241,2
PSP AWARDS
DBSP AWARDS3
REQUIREMENT
(% OF SALARY)
SHAREHOLDING AS AT
31 DECEMBER 2024
(% OF SALARY)4
REQUIREMENT
MET?
EXECUTIVE DIRECTORS
NIGEL LE QUESNE3
10,889,868
349,514
19,735
6.45%
200%
20225%
Yes
MARTIN FOTHERINGHAM3
710,420
239,884
14,129
0.42%
175%
1843%
Yes
WENDY HOLLEY3
471,679
185,156
8,297
0.28%
175%
1579%
Yes
NON-EXECUTIVE DIRECTORS
MIKE LISTON
45,452
n/a
n/a
0.02%
n/a
n/a
n/a
DERMOT MATHIAS
25,863
n/a
n/a
0.01%
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
MAY HONG MEI KNIGHT
Nil
n/a
n/a
n/a
n/a
n/a
n/a
KATE BEAUCHAMP5
14,285
n/a
n/a
0.01%
n/a
n/a
n/a
1. In accordance with the FCA’s UK Listing Rules there have been no further changes in the interests of each director during the period from 1 January 2025 to the date of this Report.
2. On 9 April 2024, the vesting of awards granted to Directors under the PSP in April 2021 was confirmed as follows: Nigel Le Quesne 98,123, Martin Fotheringham 71,489 and Wendy Holley 54,476. The vested shares remain subject to a 2-year holding period from vesting.
3. As per the Remuneration Policy, 33% of any bonus awarded is deferred into shares for 2 years. These 2024 DBSP Awards were awarded in the form of restricted shares (in respect of the 2023 annual bonus) and are subject to restrictions on transfer and a risk of forfeiture
until they are released on 9th April 2027. This was the first such grant of shares under the DBSP made to the Executive Directors.
4. Shareholding calculated based on the average of the closing mid-market share price in the 3-day period ending 31 December 2024 (£9.73).
5. There was no change in Kate Beauchamp’s shareholding from her date of resignation to 31 December 2024.
109 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
Total share awards granted
The table below sets out details of the Executive Directors’ outstanding share awards as at 31 December 2024.
AWARD
NO. SHARES1,2
MAX. AWARD AS %
OF SALARY
VALUE AT DATE OF
GRANT3
% VESTING AT
THRESHOLD
PERFORMANCE
VEST DATE4
HOLDING
PERIOD ENDS5
NIGEL LE QUESNE
PSP 2022
83,062
150%
671
25%
01.01.2025
2027
PSP 2023
139,187
200%
985
25%
01.01.2026
2028
PSP 2024
127,265
200%
1,048
25%
01.01.2027
2029
DBSP 2024
19,735
–
162
n/a
09.04.2027-
2027
Total
369,249
MARTIN FOTHERINGHAM
PSP 2022
60,516
150%
489
25%
01.01.2025
2027
PSP 2023
99,646
200%
705
25%
01.01.2026
2028
PSP 2024
79,722
175%
656
25%
01.01.2027
2029
DBSP 2024
14,129
–
116
n/a
09.04.2027-
2027
Total
254,013
WENDY HOLLEY
PSP 2022
46,114
150%
373
25%
01.01.2025
2027
PSP 2023
77,243
200%
547
25%
01.01.2026
2028
PSP 2024
61,799
175%
509
25%
01.01.2027
2029
DBSP 2024
8,297
–
68
n/a
09.04.2027-
2027
Total
193,453
Total
816,715
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 (2022: £8.08, 2023: £7.12, 2024: £8.23).
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.
110 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
Loss of office payment
No loss of office payments were made during the year.
Payments to past Directors
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.
Relative spend on pay
The table below shows the relative 2024 expenditure of dividends against employee costs compared to 2023. These
figures are derived from the Notes to the Financial Statements (see note 5). The increase in total employee
costs reflects JTC’s continued track record of growth in 2024, having completed five strategic acquisitions that
contributed to the growth of the Company’s employee base from c.1,800 colleagues in 2023 to over 2,300
colleagues in 2024.
YEAR-ON-YEAR Increases
2024
2023
ANNUAL INCREASE
%
Dividends paid in Financial Year
£19.5m
£16m
24%
Total Employee Costs
£196.6m
£131.9m
49%
Alignment between pay and performance
Relative importance of spend on pay
£200m
£150m
£100m
£50m
£0m
Dividends paid in the financial year
Total employee costs
2023
2024
2023
2024
£19.5m
£16.0m
£196.6m
£131.9m
Total shareholder return (“TSR”) performance
The following graph shows, for the financial year period ended 31 December 2024 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 266%
which is significantly more than both the FTSE 250 (24% growth) and FTSE Small Cap (47% growth). This
strong growth continues to reinforce JTC’s solid investment case since JTC’s admission to the FTSE 250 Index
in November 2020.
350
300
250
200
150
100
0
TSR rebased to 100 on 12 March 2018
Mar 2018
Dec 2020
Dec 2024
Dec 2022
JTC
FTSE Small Cap
FTSE 250
JTC’s TSR vs. FTSE Small Cap and FTSE 250
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.
111 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
2018
2019
2020
2021
2022
2023
2024
SINGLE TOTAL FIGURE OF REMUNERATION1
538
631
1,019
1,325
1,421
1,752
1,893
ANNUAL BONUS AWARD AGAINST MAXIMUM %
80%
67%2
42%2
30%3
40%3
83%4
75.4%4
PSP VESTING RATES AGAINST MAXIMUM OPPORTUNITY %
n/a
n/a
100%5
86%5
100%5
98.7%5
92.5%5
1. Single total figure of remuneration has been rounded to the nearest thousand.
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 previous Remuneration Policy applicable during 2018 – 2023, each Executive Director was eligible for a maximum annual bonus opportunity of 100% of salary, with any bonus earned in excess of 50% of salary deferred into shares that are subject to a holding
period of 3 years. Under the Remuneration Policy approved by shareholders in May 2024, each Executive Director is eligible for a maximum annual bonus opportunity of 150% of salary, with 33% of any bonus earned deferred into shares that are subject to a holding period
of 2 years.
5. Reflects the final PSP vesting of the 2018, 2019, 2020, 2021 and 2022 PSP awards.
Percentage change in Director remuneration
The table below shows the percentage year-on-year change in salary, benefits and annual bonus for all Directors compared to the average of all employees in the UK, which JTC believes is the most appropriate peer group as it
provides consistency with the CEO pay ratio methodology.
• The Executive Directors received salary increases of 6.4% in 2024 compared to the UK workforce average salary increase of approximately 6.48%. Changes in benefits reflect the year-on-year changes in the cost for the same
benefits. Year-over-year changes in the annual bonus are primarily due to the annual bonus awarded in line with the approved Policy maximum opportunity of 150% of salary in 2024, compared to the prior maximum annual
bonus opportunity of 100% of salary in 2023.
• 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 reflecting JTC’s continued track record of organic and inorganic growth. 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. Salaries increased year-on-year which reflected cost of living, inflation, and other critical adjustments made for JTC’s growing UK workforce
throughout the year to aid talent attraction and retention in response to a competitive labour market. Changes to benefits costs reflect the year-on-year change in the running costs of providing these benefits. JTC continued
to reward and recognise growth through the annual bonus. However, the year-over-year change reflects the sensitive sample set which included 46 new employees who joined in 2024 and accounted for a 25% increase in
JTC’s UK workforce year-on-year.
112 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
2024
SALARY %
BENEFITS %
ANNUAL BONUS %
EXECUTIVE DIRECTORS
NIGEL LE QUESNE
6.4%
3.3%
44.9%
MARTIN FOTHERINGHAM
6.4%
3.3%
44.9%
WENDY HOLLEY
6.4%
3.3%
60.3%
NON-EXECUTIVE DIRECTORS
MIKE LISTON
0%
n/a
n/a
DERMOT MATHIAS
16%
n/a
n/a
MICHAEL GRAY
14%
n/a
n/a
ERIKA SCHRANER
14%
n/a
n/a
KATE BEAUCHAMP1
n/a%
n/a
n/a
MAY HONG MEI KNIGHT2
n/a%
n/a
n/a
AVERAGE PAY FOR UK EMPLOYEES
8.6%
0.5%
17.9%
1. Kate Beauchamp resigned as a Non-Executive Director on the 10th of June 2024. Fees paid in 2024 were prorated to reflect her partial-year service as a Non-Executive Director and are therefore not comparable year-over-year
2. May Hong Mei Knight joined as an Independent Non-Executive Director on the 5th of December 2024, as such any payments will be reflected in future reports
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 2024.
Year
Method
25TH PERCENTILE PAY RATIO
MEDIAN PAY RATIO
75TH PERCENTILE PAY RATIO
2024
TOTAL FTE REMUNERATION FOR ALL UK EMPLOYEES
41
28
17
20231
TOTAL FTE REMUNERATION FOR ALL UK EMPLOYEES
45
32
20
1. Figures have been restated to account for changes to the single figure in 2023 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 employees working in the UK grows.
113 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
This analysis shows that the CEO’s pay is 28x 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 approved Policy
maximum opportunity of 150% of salary in 2024, compared to the prior maximum annual bonus opportunity of 100% of salary in 2023. 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.
Single total figure of remuneration for Non-Executive Directors
The table below sets out the total remuneration payable to each Non-Executive Director for the year ended 31 December 2024.
Single Total Figure of Remuneration (£’000)1
BOARD CHAIR
BASE
SID
AUDIT COMMITTEE
CHAIR
REMUNERATION
COMMITTEE CHAIR
NOMINATION
COMMITTEE CHAIR
GOVERNANCE &
RISK COMMITTEE
CHAIR
TOTAL
MIKE LISTON
2024
£120
n/a
n/a
n/a
n/a
n/a
n/a
£120
2023
£120
n/a
n/a
n/a
n/a
n/a
n/a
£120
DERMOT MATHIAS
2024
n/a
£70
£10
£10
n/a
n/a
£2.5
£92.5
2023
n/a
£60
£10
£10
n/a
n/a
n/a
£80
MICHAEL GRAY
2024
n/a
£70
n/a
n/a
£10
n/a
n/a
£80
2023
n/a
£60
n/a
n/a
£10
n/a
n/a
£70
ERIKA SCHRANER
2024
n/a
£70
n/a
n/a
n/a
£10
n/a
£80
2023
n/a
£60
n/a
n/a
n/a
£10
n/a
£70
KATE BEAUCHAMP2
2024
n/a
£26.2
n/a
n/a
n/a
n/a
£4.3
£30.5
2023
n/a
£60
n/a
n/a
n/a
n/a
£5
£65
MAY HONG MEI KNIGHT3
2024
n/a
£5.1
n/a
£n/a
n/a
n/a
£0.7
£5.8
2023
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
1. Figures are shown to the nearest thousands throughout the single figure table.
2. Kate Beauchamp resigned from the Board on 10 June 2024. The figures shown in above table has been prorated based on an annual base fee of £70,000 and an annual Committee chair fee of £10,000.
3. May Hong Mei Knight was appointed to the Board on 5 December 2024. The figures shown in the above table reflect prorated fees earned in respect of her Board membership in 2024.
114 JTC Annual Report 2024
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GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
This section provides details of how the Remuneration Policy will be implemented for 2025.
Base salary
When determining the executive salary increases for 2025, 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 2025 of 3% for the CEO, CFO, and COO. These salary increases are in line with the Jersey cost of living increase as reported at 3% and are aligned with the workforce average salary
increase of approximately 3% excluding promotions and market-based adjustments. 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
£539,606
1 January 2025
3%
Aligned with the wider workforce
MARTIN FOTHERINGHAM
£386,312
1 January 2025
3%
Aligned with the wider workforce
WENDY HOLLEY
£299,460
1 January 2025
3%
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. The employer contribution rate in the UK and Jersey for
employees including all Executive Directors was aligned to a maximum entitlement of 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
Executive Directors will have a maximum annual bonus opportunity for 2025 of up to 150% of salary as per the Policy.
Annual bonus performance measures will be aligned with JTC’s Group business plan (Cosmos Era) to incentivise the achievement of annual delivery targets. The Executive Directors’ specific targets under each performance
category are considered commercially sensitive and as such will be reported in the following financial period.
A combination of financial and non-financial weightings will be retained for Executive Directors, with financial measures comprising 60% 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 and reflect Group and individual strategic priorities.
Implementation of the
Remuneration Policy during 2025
115 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
GROUP FINANCIAL METRICS
ALL EXECUTIVE
DIRECTORS
FINANCIAL METRICS
60%
ADJUSTED EPS
GROUP NET ORGANIC GROWTH
TARGET EBITDA MARGIN
CASH CONVERSION IMPROVEMENTS
EFFICIENT CAPITAL ALLOCATION (ROCE)
NON-FINANCIAL METRICS
40%
STRATEGY AND GROWTH
RISK, PEOPLE AND SUSTAINABILITY
INDIVIDUAL PERFORMANCE
Performance Share Plan
In line with our shareholder approved Policy, Executive Directors will have a maximum long term incentive plan opportunity for 2025 of up to 200% of salary for the CEO and 175% for other Executive Directors. PSP vesting, if any,
is subject to 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 2025 to 2027.
PSP awards will be made in April 2025. The number of shares over which awards will be made is determined by the 3-day average share price prior to date of award. Actual award values and shares granted will be disclosed
in next year’s Annual Report.
GROUP FINANCIAL METRICS
% OF SALARY
PSP VALUE1
£
TSR
EPS
NIGEL LE QUESNE
200%
1,079
50%
50%
MARTIN FOTHERINGHAM
175%
676
50%
50%
WENDY HOLLEY
175%
524
50%
50%
1. Figures are shown to the nearest thousands.
116 JTC Annual Report 2024
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GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE 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 2025 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 55.2p per share
0%
Straight-line vesting occurs
between points
Equal to Median
25%
55.2p per share
25%
Equal or Exceeds
100%
Equal to or exceeds 69.0p
per share
100%
Upper Quartile
Shareholding requirements
Executive Directors are required to build or maintain a shareholding requirement equivalent to 200% of salary for the CEO and 175% of salary for other Executive Directors, 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 2025
The table below summarises fees for 2025 which are unchanged from when the Committee last reviewed Non-Executive Director fees in 2023:
Fees1
2025 Fees
BOARD CHAIR
120
BASE
70
SID
10
AUDIT COMMITTEE CHAIR
10
REMUNERATION COMMITTEE CHAIR
10
NOMINATION COMMITTEE CHAIR
10
GOVERNANCE AND RISK COMMITTEE CHAIR
5
1. Figures are shown to the nearest thousands throughout the table.
117 JTC Annual Report 2024
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GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
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
7 April 2025
118 JTC Annual Report 2024
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GOVERNANCE REPORT
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 2024.
The Company is public Company incorporated in
Jersey and is listed on the main market of the London
Stock Exchange.
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 74 to
118 and is deemed to be incorporated into this
Directors’ Report by reference. Further disclosure
requirements contained in the Financial Conduct
Authority’s (FCA) UK 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 2024, and are incorporated
into this Directors’ Report by reference to pages
listed opposite.
Results and dividends
The Consolidated Income Statement can be found on
page 129. The underlying profit before tax for the year
attributable to equity shareholders of the Company
amounted to £47.4 million. The Directors resolved to
pay an interim dividend of 4.3 pence per ordinary
share (2023: 3.5 pence, which was paid to
shareholders on 25 October 2024. The Directors
recommend a final dividend for the year of 8.24 pence
per share (2023: 7.67 pence) which, together with the
interim dividend, makes a total dividend for the year
of 12.54 pence per share (2023: 11.17 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
27 June 2025 to shareholders on the register at the
close of business on 30 May 2025.
Directors
The directors’ names, biographical details, and skills
and experience are shown in the Board of directors
section (pages 76 to 77).
Particulars of directors’ remuneration, service
contracts and interests in the Company’s ordinary
shares are shown in the Report on directors’
remuneration (pages 96 to 118).
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 2025 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 109 of the
Directors’ Remuneration Report. Details of Executive
Directors’ contingent share awards are included on
page 110 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 96 to 118. 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 2024.
Share Capital
The rights and obligations attaching to the ordinary
shares are set out in note 31 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’s AGM.
DIRECTORS’ REPORT
Additional information
•
Acquisitions and disposals. Pages 20 to 21
•
Awards under employee share schemes and
long-term incentive schemes. Pages 8 to 9.
•
Corporate Governance Statement including
internal control and risk management
statements. Page 75.
•
Statement of Directors’ Responsibilities,
including disclosure of information to the
Auditor. Page 122.
•
Disclosure of Greenhouse Gas (GHG)
emissions. Page 57.
•
Employment policy and employee
involvement. Pages 42 to 44.
•
Engagement with employees, suppliers,
customers and others. Pages 42 to 50.
•
Environmental, social and governance (ESG)
matters – Financial risk management and
financial instruments. Pages 37 to 41.
•
Future developments in the business
•
Post Balance Sheet events. Page 169.
•
Commercial activities. Pages 1 to 35.
Shareholder information. Page 121.
•
Sustainability and corporate responsibility,
Pages 37 to 41.
•
Viability Statement. Page 70
•
Charitable donations. Page 49
•
Subsidiary undertakings. Page 168.
•
Information on the Board’s stakeholder
engagement and activities is set out in the
s172 Statement. Page 71.
There is no additional information requiring
disclosure under the UKLR.
119 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
As at 31 December 2024, the Company’s issued share
capital consisted of 168,753,026 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 note 31 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:
• 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
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 2026, 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 2024 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 2025.
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 2024
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 2024. At the 2025 AGM, the Directors will seek
to renew the authority granted to them. Such
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 2024 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
2025 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
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
significant agreements
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 2024, the Group employed an average of
2,300 (2023: 1,800) 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
DIRECTORS’ REPORT CONTINUED
120 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
DIRECTORS’ REPORT CONTINUED
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 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.
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 2, from page 132 to
137 of the Financial Statements. The Notes 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
of Association
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 2025, 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 2024, 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:
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 42 to 48.
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 page 47.
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 6 on
pages 141 to 142 of the Financial Statements.
Major shareholders
Shares
% at 10
March 2025
Capital Group
11,752,168
6.96
Nigel Le Quesne
10,889,868
6.45
Fidelity Management & Research
8,568,746
5.08
As at 7 April 2025, 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 74 to 118.
Share Plans
The information required to be disclosed pursuant to
the FCA’s Listing Rules can be found in the following
locations: details of long-term incentive schemes on
pages 107 to 108 and 140.
Annual General Meeting (AGM)
The forthcoming AGM of JTC plc will be held on 21 May
2025 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,
Company Secretary
7 April 2025
121 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
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 Financial Statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare
Financial Statements for each financial year. Under
that law they have elected to prepare the Group
Financial Statements only 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 of the Group’s profit or loss for that
period.
In preparing the 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;
• 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.
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 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
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Group and enable them to ensure that its
Financial Statements comply with the Companies
(Jersey) Law. They are responsible for such internal
controls as they determine are 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
Jersey and 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.
a
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
122 JTC Annual Report 2024
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
2024, 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 2024;
• 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
• Our risk assessment and scoping identified eleven
entities (collectively the ‘Significant Components’)
for which Full Scope Audits were performed for
nine of these and an Audit of One or More Financial
Statement Line Items was performed for two of
these Significant Components.
• One Significant Component was audited by a
Non-PwC Component firm which we visited and
reviewed working papers onsite in the United
States and remotely.
• We identified eight Non-Significant Components of
which seven were an Audit of One or More
Financial Statement Line Items and one was a Full
Scope Audit.
• Specific audit procedures in relation to various
Group activities, including IT general controls, IT
dependencies, transfer pricing and consolidation
were performed by the Group team centrally.
• We conducted the majority of our audit work in
Jersey, with audit work also undertaken in the
United States of America.
• Group audit scoping was performed based on
4.75% of the group’s underlying profit before tax,
work performed over the Significant Components
and Non-Significant components covered more
than 70% of the group’s revenue and 90% of the
group’s total assets.
• 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.
Key audit matters
• Recoverability of work in progress (“WIP”)
• Impairment of goodwill
• Accounting for business combinations
Materiality
• Overall group materiality: £2,252,000
(2023: £1,923,000) based on 4.75% of the group’s
underlying profit before tax.
• Performance materiality: £1,689,000
(2023: £1,442,250).
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.
123 JTC Annual Report 2024
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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 3 & 19 of the
consolidated financial statements.
We have 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 the WIP;
For a sample of clients where WIP has been recognised and is outstanding at the
year end, we have confirmed subsequent billing and, when possible, that the cash
has been received post year end to ensure appropriateness of the recoverability
of the WIP;
Where WIP is not subsequently billed and recovered post year end for any of the
clients within the sample selected, we have challenged management’s estimate
and rationale around the recoverability of the amounts through analysis of
communications with clients, billing and payment history with a focus on current
year payments as well as inspecting other relevant support as applicable;
We have assessed the appropriateness of estimates made on the implied
recovery of WIP at the year end, particularly in the light of the current
economic conditions of each jurisdiction;
We have 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 have performed a stand-back evaluation for the implied recovery of WIP at
year end in order to assess whether there are any indicators of management bias.
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 for 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 used
in the value in use or fair value less
cost of disposal models.
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 16 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 assessed the models used for estimating the VIU and the FVLCD;
We assessed the mathematical accuracy of each discounted cash flow model;
We tested the composition of the carrying amount of the CGUs;
We compared the projected cash flows with the latest approved budgets for
consistency;
We compared the prior years’ approved management forecast to actual
performance (back testing) to help assess the precision of management’s
estimates;
We evaluated the inputs and assumptions used by management in the
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 tested the discount rates used by management in their discounted cash flows
models;
We challenged management’s key assumptions used in the forecasts, taking into
consideration potential macroeconomic and geo-political factors on those
assumptions;
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;
We performed sensitivity analysis to identify the significant assumptions used
when comparing the higher of value in use or fair value less cost of disposal to
the carrying amount of the CGUs. 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 considered the accuracy of the sensitivity disclosures relating to sensitive
CGUs in the consolidated financial statements in the impairment assessment of
goodwill;
We considered the adequacy of the sensitivity disclosures relating to significant
estimates in the impairment assessment of goodwill in the consolidated financial
statements;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.
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.
124 JTC Annual Report 2024
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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 five
acquisitions during the year, two of
which were material to the
consolidated financial statements.
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. 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 15 of the
consolidated financial statements.
We understood and evaluated the design and implementation of controls around
the preparation, review and accounting for the acquisitions;
For the acquisition of FFP (Holdings) Limited and First Republic Trust Company
of Delaware:
We assessed the appropriateness of the date the control was passed to the
Group for the acquisitions;
We reviewed the signed purchase agreements and tested the accuracy and fair
value of the considerations 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 reports prepared by management’s expert and evaluated the
appropriateness of the valuation models applied;
We challenged management on the assumptions used in the valuation models
such as attrition rates, useful economic life and future projections of revenue/
EBITDA margins;
We compared the discount rate used by management in their models to our
internally developed benchmark, with the assistance of valuation experts;
We compared the projected revenues against historical performance as provided
by management, adjusted for attrition;
We assessed the reasonableness of the EBITDA margin used in the valuation
models by comparing against the historical performance of the acquired
business;
We reconciled source data used in the valuation models to underlying accounting
records;
We obtained management’s accounting judgement paper and assessed whether
the transactions were appropriately accounted for in accordance with applicable
financial reporting standards;
We performed sensitivity analysis on the key assumptions used in the valuation
models, 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 combinations.
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.
The risks of material misstatement can be reduced to
an acceptable level by testing the entities that are
significant due to their size and those that drive
particular significant risks identified as part of our risk
assessment. We continually re-assessed risks and
adjusted our audit scope as necessary. Our risk
assessment and scoping process identified certain
entities referred to as ‘Significant Components’, for
which we obtained audit opinions.
Ten of these Significant Components were audited by
PwC Channel Islands. PwC Channel Islands audited all
Significant Components except one, for which we
engaged a non-PwC firm to conduct a full-scope audit.
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.
We instructed the component auditor reporting to us
on the Significant Component to work to assigned
materiality levels reflecting the size of the operations
they audited. The Significant Component auditor
performed their work to a local statutory audit
materiality that was a lower level than our allocated
Group materiality.
As the group audit team, we determined the necessary
involvement of the component auditor for the Significant
Component to ensure sufficient and appropriate audit
evidence was obtained to support our opinion on the
consolidated financial statements. Our oversight as group
auditors included the following actions:
• Maintained an active dialogue with the reporting
component audit team through regular group-wide
and specific conference/video calls to discuss
scope, status, procedures, and findings before
inter-office reporting.
• Conducted video conferences, visited the
Significant Component for onsite audit workpaper
reviews, and performed remote audit workpaper
reviews to validate the adequacy of the audit work
performed at the Significant Component.
125 JTC Annual Report 2024
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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 £2,252,000 (2023: £1,923,000)
How we determined it
4.75% of the group’s underlying profit before tax (Prior year: 4.75% of the group’s
underlying profit before tax)
Rationale for
benchmark applied
The determination of materiality and the benchmark used is a matter of
professional judgement. As group’s 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 applied this benchmark. We believe
that this benchmark provides an appropriate materiality to test the underlying
financial statement line items and ensures consistency year on year.
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% (2023: 75%) of overall materiality, amounting to £1,689,000 (2023: 1,442,250) 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 £112,000 (2023: £96,000) 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 2024 (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.
126 JTC Annual Report 2024
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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.
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.
• 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.
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 and Governance 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 principal and
emerging 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.
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.
127 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF JTC PLC CONTINUED
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
The company is required by the Financial Conduct
Authority Disclosure Guidance and Transparency
Rules to include these consolidated financial
statements in an annual financial report prepared
under the structured digital format required by DTR
4.1.15R – 4.1.18R and filed on the National Storage
Mechanism of the Financial Conduct Authority.
This auditor’s report provides no assurance over
whether the structured digital format annual
financial report has been prepared in accordance
with those requirements.
Karl Hairon
For and on behalf of
PricewaterhouseCoopers
CI LLP
Chartered Accountants and Recognised Auditor Jersey,
Channel Islands
8 April 2025
128 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
Note
2024
£’000
2023
£’000
Revenue
4
305,383
257,440
Staff expenses
5
(196,619)
(131,921)
Other operating expenses
8
(57,548)
(44,855)
Credit impairment losses
18
(2,659)
(2,934)
Other operating income
73
75
Share of profit/(loss) of equity-accounted investee
24
430
(15)
Earnings before interest, taxes, depreciation and amortisation ("EBITDA")
49,060
77,790
Comprising:
Underlying EBITDA
101,683
85,909
Non-underlying items
9
(52,623)
(8,119)
49,060
77,790
Depreciation and amortisation
10
(30,119)
(25,140)
Profit from operating activities
18,941
52,650
Other losses
11
(2,328)
(9,912)
Finance income
12
1,355
794
Finance cost
12
(25,370)
(19,222)
(Loss)/profit before tax
(7,402)
24,310
Comprising:
Underlying profit before tax
47,426
40,498
Non-underlying items
9
(54,828)
(16,188)
(7,402)
24,310
Income tax
13
146
(2,489)
(Loss)/profit for the year
(7,256)
21,821
Earnings Per Share ("EPS")
Pence
Pence
Basic EPS
14.1
(4.44)
14.20
Diluted EPS
14.2
(4.38)
14.07
Adjusted underlying basic EPS
14.3
41.80
37.30
The notes on pages 132 to 169 are an integral part of these consolidated financial statements.
Note
2024
£’000
2023
£’000
(Loss)/profit for the year
(7,256)
21,821
Other comprehensive income/(loss)
Items that may be reclassified to profit or loss:
Exchange difference on translation of foreign operations (net of tax)
34.1
6,198
(7,038)
Gain/(loss) recognised on revaluation of cash flow hedges
33
2,800
(615)
Hedging gains reclassified to profit or loss
12
(1,710)
(134)
Items that will not be reclassified to profit or loss:
Remeasurements of post-employment benefit obligations
7
(82)
(300)
Total other comprehensive income/(loss)
7,206
(8,087)
Total comprehensive (loss)/income for the year
(50)
13,734
The notes on pages 132 to 169 are an integral part of these consolidated financial statements.
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
129 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Note
2024
£’000
2023
£’000
Assets
Goodwill
16
592,187
522,964
Other intangible assets
17
170,821
147,302
Property, plant and equipment
22
12,335
9,874
Right-of-use assets
22
45,347
39,785
Investments
24
3,788
3,365
Derivative financial instruments
33
341
–
Deferred tax assets
29
1,012
266
Other non-current assets
23
2,860
2,981
Total non-current assets
828,691
726,537
Trade receivables
18
45,091
32,071
Work in progress
19
15,379
11,615
Accrued income
20
28,204
26,574
Cash and cash equivalents
21
89,232
97,222
Other current assets
23
12,987
11,080
Total current assets
190,893
178,562
Total assets
1,019,584
905,099
Equity
Share capital
31.1
1,688
1,655
Share premium
31.1
406,648
392,213
Own shares
31.2
(5,760)
(3,912)
Capital reserve
31.3
65,570
28,584
Translation reserve
31.3
15,139
8,941
Other reserve
31.3
341
(749)
Retained earnings
31.3
50,310
77,144
Total equity
533,936
503,876
Liabilities
Loans and borrowings
25
271,552
220,531
Contingent consideration
26
25,158
49,794
Lease liabilities
28
44,647
37,924
Deferred tax liabilities
29
6,510
9,474
Derivative financial instruments
33
–
749
Other non-current liabilities
30
3,949
3,507
Total non-current liabilities
351,816
321,979
Trade and other payables
27
28,096
19,991
Contingent consideration
26
65,357
26,906
Deferred income
29,296
19,639
Lease liabilities
28
6,682
6,117
Other current liabilities
30
4,401
6,591
Total current liabilities
133,832
79,245
Total equity and liabilities
1,019,584
905,099
The consolidated financial statements on pages 129 to 169 were approved by the Board of Directors on 7 April
2025 and signed on its behalf by:
Nigel Le Quesne
Chief Executive Officer
Martin Fotheringham
Chief Financial Officer
Note
Share
capital
£’000
Share
premium
£’000
Own
shares
£’000
Capital
reserve
£’000
Translation
reserve
£’000
Other
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
Balance at 1 January 2024
1,655 392,213 (3,912)
28,584
8,941
(749) 77,144 503,876
Loss for the year
–
–
–
–
–
– (7,256)
(7,256)
Other comprehensive income
–
–
–
–
6,198
1,090
(82)
7,206
Total comprehensive loss for
the year
–
–
–
–
6,198
1,090 (7,338)
(50)
Issue of share capital
31.1
33
14,529
–
–
–
–
–
14,562
Cost of share issuance
31.1
–
(94)
–
–
–
–
–
(94)
Share-based payments
6.5
–
–
–
2,480
–
–
–
2,480
EIP share-based payments
6.5
–
–
–
34,506
–
–
–
34,506
Movement of own shares
31.2
–
– (1,848)
–
–
–
–
(1,848)
Dividends paid
32
–
–
–
–
–
– (19,496) (19,496)
Total transactions with
owners
33
14,435 (1,848)
36,986
–
– (19,496)
30,110
Balance at 31 December 2024
1,688 406,648 (5,760)
65,570
15,139
341 50,310 533,936
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
31.1
164 103,631
–
–
–
–
– 103,795
Cost of share issuance
31.1
–
(1,853)
–
–
–
–
–
(1,853)
Share-based payments
6.5
–
–
–
4,223
–
–
–
4,223
Movement of own shares
31.2
–
–
(215)
–
–
–
–
(215)
Dividends paid
32
–
–
–
–
–
– (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
The notes on pages 132 to 169 are an integral part of these consolidated financial statements.
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
130 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Note
2024
£’000
2023
£’000
Cash generated from operations
36.1
83,710
84,725
Income taxes paid
(5,020)
(3,432)
Net movement in cash generated from operations
78,690
81,293
Comprising:
Underlying cash generated from operations
99,282
91,180
Non-underlying cash items
36.2
(15,572)
(6,455)
83,710
84,725
Investing activities
Interest received
1,299
744
Payments for property, plant and equipment
(3,691)
(2,346)
Payments for intangible assets
(5,881)
(3,811)
Payments for business combinations (net of cash acquired)
15.6
(80,114)
(114,719)
Payments to obtain or fulfil a contract
(813)
(693)
Proceeds from sale of subsidiary
92
–
Payment for investment
–
(250)
Loan to third party
–
(160)
Net cash used in investing activities
(89,108)
(121,235)
Financing activities
Proceeds from issue of shares
–
62,000
Share issuance costs
31.1
(94)
(1,853)
Purchase of own shares
(1,831)
(200)
Dividends paid
32
(19,496)
(16,025)
Repayment of loans and borrowings
–
(50,000)
Proceeds from loans and borrowings
25
49,187
118,000
Loan arrangement fees
25
(720)
(1,896)
Interest paid on loans and borrowings
(14,888)
(11,348)
Principal paid on lease liabilities
(6,754)
(6,074)
Interest paid on lease liabilities
(1,795)
(1,439)
Net cash generated from financing activities
3,609
91,165
Net (decrease)/increase in cash and cash equivalents
(6,809)
51,223
Cash and cash equivalents at the beginning of the year
97,222
48,861
Effect of foreign exchange rate changes
(1,181)
(2,862)
Cash and cash equivalents at the end of the year
21
89,232
97,222
The notes on pages 132 to 169 are an integral part of these consolidated financial statements.
1. General information
2. Accounting policies
3. Critical accounting estimates and judgements
4. Operating segments
5. Staff expenses
6. Share-based payments
7. Defined benefit pension plans
8. Other operating expenses
9. Non-underlying items
10. Depreciation and amortisation
11. Other losses
12. Finance income and finance cost
13. Income tax
14. Earnings Per Share
15. Business combinations
16. Goodwill
17. Other intangible assets
18 Trade receivables
19. Work in progress
20. Accrued income
21. Cash and cash equivalents
22. Tangible assets
23. Other assets
24. Investments
25. Loans and borrowings
26. Contingent consideration
27. Trade and other payables
28. Lease liabilities
29. Deferred tax
30. Other liabilities
31. Share capital and reserves
32. Dividends
33. Derivative financial instruments
34. Financial risk management
35. Capital management
36. Cash flow information
37. Subsidiaries
38. Contingencies
39. Related party transactions
40. Consideration of climate change
41. Events occurring after the reporting period
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
131 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1. General information
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 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 2024
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. Accounting policies
2.1. Basis of preparation
The consolidated financial statements for the year
ended 31 December 2024 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 the Companies (Jersey)
Law 1991.
They are prepared on a going concern basis and under
the historical cost convention, except for the following:
• Defined benefit liabilities recognised at the fair
value of plan assets less the present value of
defined benefit obligations (see note 7)
• Certain contingent consideration measured
at fair value (see note 26)
• Derivative financial instruments (see note 33)
In assessing the going concern assumption, the
Directors considered the principal risks and
uncertainties that could be impacted by wider
macroeconomic uncertainty. Despite this backdrop,
Subsidiaries (see note 37) 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 15). Investments in associates are accounted for
using the equity method of accounting (see note 24).
2.3. Summary of material
accounting policies
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 to the
prior year consolidated financial statements as at and
for the year ended 31 December 2024.
(A) Revenue recognition
Revenue is measured as the fair value of the
consideration received or receivable for satisfying
those performance obligations contained in
contracts with customers excluding discounts
and sales-related taxes.
To recognise revenue in accordance with IFRS 15
“Revenue from Contracts with Customers”, the Group
applies a five-step approach: identify the contract(s)
with a customer, identify the performance obligations
in the contract, determine the transaction price,
they noted that the Group continued to experience
revenue growth, generate positive cash flows from its
operating activities, and has funding available from
its bank loan facilities. Taking these factors into
account during 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, defined as being at least 12 months from the
date of approval of the consolidated financial
statements. While the Directors acknowledge that the
Group made a loss for the financial year, this was due
to the EIP share awards (see note 6.1), which has no
impact on the Group’s cash flows. Given the above,
they have concluded that it is appropriate to adopt
the going concern basis of accounting when preparing
the consolidated financial statements.
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.
2.2. 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.
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 19). 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 3.2).
132 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
2. Accounting policies CONTINUED
2.3. Summary of material accounting
policies CONTINUED
(A) Revenue recognition CONTINUED
• Pre-set (fixed), cash management and NAV-based
fees are recognised over time; this is 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 20).
• 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 as a liability and released to revenue
on a time-apportioned basis in the appropriate
reporting period.
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.
(B) Employee benefits
(i) 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.
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.
(iv) 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.
(C) Share-based payments
The Group 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.
(ii) 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.
(iii) 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.
(D) 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.
(E) Finance income
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.
(F) Finance costs
Finance costs include interest expenses on loans and
borrowings, gains on cash flow hedges reclassified
from other comprehensive income (see note 2.3(S)),
the unwinding of the discount on provisions,
contingent consideration and lease liabilities and the
amortisation of directly attributable transaction costs
that 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.
(G) Income tax
Income tax includes current and deferred taxes.
Current and deferred taxes 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 taxes 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.
133 JTC Annual Report 2024
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
2. Accounting policies CONTINUED
2.3. Summary of material accounting
policies CONTINUED
(G) Income tax CONTINUED
(i) 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 consolidated balance sheet date and any
adjustment to tax payable or receivable
in respect of previous years.
(ii) 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 is
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 that have
been enacted or substantively enacted at the
consolidated balance sheet date for the periods when
the asset is expected to be realised or the liability
is expected to be settled.
at the closing rate. Exchange differences arising, if any,
are recognised in other comprehensive income and
accumulated in equity in the translation reserve.
(I) 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 the 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.
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.
(H) 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 on 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
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 is
dependent upon how the contingent consideration is
classified, see note 2.3(O(i)).
(J) Goodwill and other intangible assets
(i) Goodwill
Goodwill that arises on the acquisition of subsidiaries
is considered an intangible asset. See note 2.3(I) for
the measurement of goodwill at initial recognition;
subsequent to this, measurement is at cost less
accumulated impairment losses.
(ii) 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.
134 JTC Annual Report 2024
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
2. Accounting policies CONTINUED
2.3. Summary of material accounting
policies CONTINUED
(J) Goodwill and other intangible assets
CONTINUED
(iii) 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.
(iv) 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 when the criteria under IAS 38
are met.
Directly attributable costs that are capitalised as part
of the software include employee costs and an
appropriate portion of relevant overheads.
(K) Financial assets
Financial assets comprise trade receivables, work
in progress, accrued income, other receivables
and cash and cash equivalents. The accounting
policy for derivative financial instruments
is disclosed separately.
Financial assets are measured at either amortised
cost, fair value through profit or loss (“FVTPL”) or fair
value through other comprehensive income (“FVOCI”)
depending on the business model objective for
managing financial assets and their contractual cash
flow characteristics.
All financial assets held by the Group (except for
derivative financial instruments) are measured at
amortised cost as they arise from the provision of
services to clients (e.g. trade receivables) or when the
objective is to hold the asset 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, this 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.
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 between four and seven
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.
(v) Impairment of intangible assets
Goodwill that arises on the acquisition of business
combinations and intangible assets that have an
indefinite useful life is not subject to amortisation and
is tested annually for impairment, or more frequently
if events or changes in circumstances indicate that it
might be impaired.
Intangible 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 that are largely independent
of the cash inflows from other assets or groups of
assets (cash-generating units or CGUs).
Intangible assets other than goodwill that have
previously been impaired are reviewed for possible
reversal of the impairment at the end of each
reporting period.
(L) 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 less 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 and comprise 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.
135 JTC Annual Report 2024
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
2. Accounting policies CONTINUED
2.3. Summary of material accounting
policies CONTINUED
(M) Other non-financial assets
Incremental costs to obtain or fulfil 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.
(N) Investments
(i) Investments in associate
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.
(ii) Loans and borrowings
Loans and borrowings are initially recognised at
fair value, net of transaction costs incurred, and
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.
Loans and 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 net finance charge.
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.
(iii) Trade and other payables
Trade and other payables represent liabilities incurred
for goods and services provided to the Group prior to
the end of the financial year that 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.
Unrealised gains and losses resulting from
transactions between the Group and the associate
are eliminated to the extent of the interest
in the associate.
At each reporting date, the carrying value of the
investment in associate is assessed for impairment
by comparing it to the recoverable amount, this being
the higher of the asset’s FVLCD and VIU.
(ii) Other investments
Other investments are held at cost and assessed for
impairment at the end of each reporting date.
(O) 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. The
accounting policy for derivative financial instruments
is disclosed separately.
(i) Contingent consideration
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. Contingent consideration that is classified
as equity is not remeasured at subsequent reporting
dates and its subsequent settlement is accounted for
within equity.
(iv) Leases
Lease liabilities are financial liabilities measured
at amortised cost. They are initially measured
at the net present value (“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, this 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.
136 JTC Annual Report 2024
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
2. Accounting policies CONTINUED
2.3. Summary of material accounting
policies CONTINUED
(O) Financial liabilities CONTINUED
(iv) Leases CONTINUED
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.
(P) Non-financial liabilities
(i) 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.
(R) Dividends
Provision is made for the amount of any dividend
declared, this being appropriately authorised and no
longer at the discretion of the Board, 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.
(S) Derivative financial instruments
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 are 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.
(ii) 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
to produce a constant periodic rate of interest on the
remaining balance of the liability for each period.
(Q) 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, considering 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.
(i) 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.
2.4. Change to accounting policies
For the year ended 31 December 2024, the Group did
not adopt any new standards or amendments issued
by the International Accounting Standards Board
(“IASB”) or interpretations by the International
Financial Reporting Standards Interpretations
Committee (“IFRS IC”) that have had a material
impact on the consolidated financial statements.
Standards, amendments and interpretations effective
from 1 January 2024 were as follows:
• ‘Presentation of Financial Statements’ –
Amendments to IAS 1
• ‘Leases’ – Amendments to IFRS 16
• ‘Supplier Finance’ – Amendments to IAS 7
and IFRS 7
Certain new accounting standards, amendments and
interpretations have been published that are not
mandatory for the 31 December 2024 reporting
period and have not been early adopted by the Group.
These are not expected to have a material impact on
the Group in the current or future reporting periods or
on foreseeable future transactions, with the exception
of IFRS 18 ‘Presentation and Disclosure in Financial
Statements’, which will change how certain aspects of
the consolidated financial statements are presented.
This new accounting standard becomes effective for
annual reporting periods beginning on or after
1 January 2027 and will be adopted by the Group.
137 JTC Annual Report 2024
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
3. 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 consolidated financial statements, Management have
ensured that they have assessed the macro-economic environment and global landscape when applying IFRS.
This note provides an overview of the areas that involved a higher degree of judgement or complexity,
and of items that are more likely to be materially adjusted due to incorrect estimates and assumptions.
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.
3.1. Critical judgements in applying the group’s accounting policies
Recognition of separately identifiable intangible assets
During the year, the Group acquired Blackheath Capital Management LLP, Hanway Advisory Limited,
First Republic Trust Company of Delaware, The Buck UK and European Share Plan Administration and
Trustee Businesses and FFP (Holdings) Limited and it’s subsidiaries. IFRS 3 ‘Business Combinations’ requires
Management to identify assets and liabilities purchased, including intangible assets. Following their assessment,
Management concluded that customer relationships and brands meet the recognition criteria. The fair values
at acquisition date have been disclosed within note 15.
Recognition of Employee Incentive Plan (“EIP”) Awards
On 25 July 2024, 4,707,098 share awards were granted to employees following the conclusion of the Galaxy
business plan, which ran from 1 January 2021 to 31 December 2023. The vesting, and issue of share awards
upon vesting, is made at the discretion of the Remuneration Committee (consisting solely of the independent
non-executive directors) and the Trustees of the EBT. Following their assessment, Management have concluded
that employees have no reasonable expectation of a future award as they have no right to participate in the EIP
nor be granted an award on a particular basis or at all, and the receipt of an award in one year is no indication
of subsequent awards on any basis, in subsequent years.
IFRS 2 requires an expense to be recognised when employees have reason to believe that they are working
towards an award and while some employees may have unilaterally developed an expectation of a future award
as a result of past awards received, it is not possible to reliably estimate the level of any future expense that
might be recognised as a result of any expectation and therefore an expense can only be recognised upon grant.
As the EIP was granted on 25 July 2024, and vests in two tranches (50% as an upfront award that vests
immediately and 50% as a deferred award), 50% was recognised upon grant (being the date the award was
communicated to employees and an expectation created) and the remaining 50% over the one year vesting
period to 25 July 2025 (see note 6.1).
The cost of EIP awards is reflected in the Group’s consolidated income statement within staff costs and
is treated as non-underlying.
3.2. Critical accounting estimates and assumptions
Recoverability of work in progress (“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. The recoverability of the WIP is considered a significant assumption, see note 19.
Goodwill impairment
Goodwill is tested annually for impairment and the recoverable amount of CGUs is determined based
on the higher of value in use and fair value less cost of disposal calculations that use cash flow projections
containing significant assumptions. See note 16.1 for further information, including a sensitivity analysis
on significant assumptions.
Fair value of customer relationship intangibles
The customer relationship intangible assets are valued using the multi-period excess earnings method financial
valuation model. Cash flow forecasts and projections are produced by Management and form the basis of the
valuation analysis. Other significant estimates and assumptions used in the modelling to derive the fair values
include: the discount rate applied to free cash flow and annual client attrition rates. See note 17.1 for the
sensitivity analysis on significant assumptions.
138 JTC Annual Report 2024
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
4. Operating segments
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.
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). 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 and 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.
4.2. Segmental information
The table below shows the segmental information provided to the Board for the two reportable segments on an
underlying basis:
ICS
PCS
Total
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Revenue
180,904
163,323
124,479
94,117
305,383
257,440
Direct staff expenses
(78,825)
(68,405)
(49,534)
(36,870)
(128,359)
(105,275)
Other direct expenses
(3,821)
(2,910)
(2,604)
(3,241)
(6,425)
(6,151)
Indirect staff expenses
(17,769)
(16,024)
(11,035)
(7,805)
(28,804)
(23,829)
Other operating expenses
(25,245)
(24,445)
(15,371)
(11,890)
(40,616)
(36,335)
Other
46
47
458
12
504
59
Underlying EBITDA
55,290
51,586
46,393
34,323
101,683
85,909
Underlying EBITDA margin %
30.6%
31.6%
37.3%
36.5%
33.3%
33.4%
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 (including foreign exchange movement on the
revaluation of inter-company loans) and finance costs are not allocated to individual segments. Consistent with
the aforementioned reasoning, assets and liabilities are not reviewed regularly on a by-segment basis and are,
therefore, not included in segmental information.
4.3. Geographical information
Revenue generated by contracting subsidiary according to their location is as follows:
2024
2023
Increase
£’000
£’000
£'000
%
UK & Channel Islands
135,852
128,193
7,659
6.0%
US
96,466
64,839
31,627
48.8%
Rest of Europe
40,798
38,687
2,111
5.5%
Rest of the World
32,267
25,721
6,546
25.5%
Total revenue
305,383
257,440
47,943
18.6%
No single customer made up more than 5% of the Group’s revenue in the current or prior year.
139 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
5. Staff expenses
Note
2024
£’000
2023
£’000
Salaries and Directors' fees
130,581
107,765
Employer-related taxes and other staff-related costs
13,845
10,571
Other short-term employee benefits
8,446
5,521
Employee pension benefits1
6,761
5,230
Share-based payments
6.5
2,480
2,834
Employee Incentive Plan ("EIP") share-based payments
6.5
34,506
–
Total staff expenses
196,619
131,921
1 Employee pension benefits include defined contributions of £6.49m (2023: £5.08m) and defined benefits of £0.27m (2023: £0.15m).
6. Share-based payments
6.1. Employee Incentive Plan (“EIP”)
JTC adopted the current EIP upon listing on the London Stock Exchange in March 2018. All permanent
employees of the Group, excluding the Executive Directors of JTC PLC, are eligible to be granted an award under
the EIP. The grant, vest and issue of shares to satisfy awards, is at discretion of the Remuneration Committee
(consisting solely of the independent non-executive directors) and the Trustees of the EBT.
On 25 July 2024, 4,707,098 share awards were granted to employees following the conclusion of the Galaxy
business plan, which ran from 1 January 2021 to 31 December 2023. 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 will be expensed over the one year vesting period to 25 July 2025.
Details of the movements in the number of shares are as follows:
2024
2023
No. of shares
(thousands)
£’000
No. of shares
(thousands)
£’000
Outstanding at the beginning of the year
–
–
–
–
Granted
4,707
48,439
–
–
Exercised
(2,354)
(24,221)
–
–
Forfeited
(106)
(1,086)
–
–
Outstanding at the end of the year
2,247
23,132
–
–
6.2. 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 between 150%
and 200% 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 relevant details for PSP awards:
Plan name
Performance period
Grant date
Vest date1
No. of shares
(thousands)
Fixed amount
at fair value
£’000
PSP 2020
01.01.2020 - 31.12.2022
23.04.2020
06.04.2023
213
825
PSP 2021
01.01.2021 - 31.12.2023
20.05.2021
09.04.2024
283
1,507
PSP 2022
01.01.2022 - 31.12.2024
19.04.2022
–
246
1,384
PSP 2023
01.01.2023 - 31.12.2025
11.04.2023
–
414
2,328
PSP 2024
01.01.2024 - 31.12.2026
09.04.2024
–
360
2,420
1 The vesting of awards is subject to continued employment and the 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:
2024
2023
No. of shares
(thousands)
£’000
No. of shares
(thousands)
£’000
Outstanding at the beginning of the year
884
4,886
673
3,346
Awarded
360
2,420
414
2,328
Exercised
(250)
(1,326)
(200)
(771)
Forfeited
(94)
(611)
(3)
(17)
Outstanding at the end of the year
900
5,369
884
4,886
140 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
6. Share-based payments CONTINUED
6.3. 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 award
for performance during the preceding financial year end.
(A) Annual bonus awards to Executive Directors
For their performance during the relevant year, 33% of the bonus earned by Executive Directors is deferred into
shares for two years.
The following table provides relevant details for DBSP awards for Executive Directors (“ED”):
Plan name
Performance period
Grant date1
Vest date2
No. of shares1
(thousands)
Fixed amount
£’000
ED DBSP 1
01.01.2023 - 31.12.2023
09.04.2024
01.01.2026
42
347
ED DBSP 2
01.01.2024 - 31.12.2024
–
01.01.2027
–
444
1 The grant date and no. of shares will be determined following the release of this annual report.
2 The vesting of awards is subject to continued employment up to the vest date.
Details of movements in the number of shares are as follows:
2024
2023
No. of shares
(thousands)
£’000
No. of shares
(thousands)
£’000
Outstanding at the beginning of the year
42
347
–
–
Awarded
–
–
42
347
Outstanding at the end of the year
42
347
42
347
(B) Annual bonus awards to Directors
For the performance period covering the year ended 31 December 2019 to 31 December 2022, 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 2024, the Remuneration Committee intends to make annual bonus awards to Directors in cash
rather than deferring a portion of the bonus into shares (consistent with the year ended 31 December 2023).
As a result, the cash bonus awards have been expensed in full and are shown within salaries and Directors fees.
The remaining expenses associated with the DBSP 5 award that continues to the vesting date are shown
within non-underlying items (see note 9).
The following table provides relevant details for DBSP awards for Directors:
Plan name
Performance period
Grant date
Vest date1
No. of shares
(thousands)
Fixed amount
£’000
DBSP 4
01.01.2021 - 31.12.2021
19.04.2022
01.01.2024
67
476
DBSP 5
01.01.2022 - 31.12.2022
11.04.2023
01.01.2025
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 was as follows:
2024
2023
No. of shares
(thousands)
£’000
No. of shares
(thousands)
£’000
Outstanding at the beginning of the year
153
1,092
109
756
Awarded
–
–
96
680
Exercised
(61)
(432)
(48)
(315)
Forfeited
(3)
(19)
(4)
(29)
Outstanding at the end of the year
89
641
153
1,092
6.4. 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 after their start date (typically April or September). The awards 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 vest two years following grant, subject to continued employment.
141 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
6. Share-based payments CONTINUED
6.4. Other awards CONTINUED
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 comprises 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 that the referred employee completes their
probationary period and is expensed from this date. The shares are granted at the next available window
(typically April and September) and will vest one year following grant, subject to continued employment.
Details of movements in the number of shares are as follows:
2024
2023
No. of shares
(thousands)
£’000
No. of shares
(thousands)
£’000
Outstanding at the beginning of the year
190
1,553
254
2,104
Awarded
42
362
41
296
Exercised
(147)
(1,184)
(89)
(673)
Forfeited
(16)
(171)
(16)
(174)
Outstanding at the end of the year
69
560
190
1,553
6.5. Expenses recognised during the year
The equity-settled share-based payment expenses recognised during the year, per plan and in total,
are as follows:
2024
£’000
2023
£’000
PSP awards
1,673
1,616
DBSP awards
314
471
Other awards1
493
747
Share-based payments2
2,480
2,834
EIP share-based payments
34,506
–
Total share-based payments expense
36,986
2,834
1 Other awards includes cash and equity settled awards (50% cash/50% equity) of £nil in 2024 (2023: £0.1m).
2 The share-based expense in the capital reserve for 2023 of £4.2m included other awards that were 100% cash settled, as well as
those that were settled 50% cash and 50% equity; it also included the settlement of contingent consideration for INDOS (£1.5m).
7. 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
2024
£’000
2023
£’000
Present value of funded obligations
(3,747)
(4,020)
Fair value of plan assets1
2,852
3,205
Employee benefit obligations
30
(895)
(815)
1 All plan assets are held in insurance contracts.
142 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
7. Defined benefit pension plans CONTINUED
The movement in the net defined benefit obligation recognised in the consolidated balance sheet is as follows:
2024
2023
Defined
benefit
obligation
£'000
Fair value of
plan assets
£'000
Net defined
benefit
obligation
£'000
Defined
benefit
obligation
£'000
Fair value of
plan assets
£'000
Net defined
benefit
obligation
£'000
At 1 January
(4,020)
3,205
(815)
(3,342)
2,770
(572)
Included in the consolidated income
statement
Current service cost
(231)
–
(231)
(229)
–
(229)
Past service cost
(35)
–
(35)
98
–
98
Interest
(58)
50
(8)
(81)
67
(14)
Total
(324)
50
(274)
(212)
67
(145)
Included in other comprehensive
income/(loss)
Remeasurements:
– Change in demographic assumptions
–
–
–
(15)
–
(15)
– Change in financial assumptions
(153)
–
(153)
(360)
–
(360)
– Experience adjustment
57
–
57
127
–
127
– Return on plan assets
–
14
14
–
(52)
(52)
Total
(96)
14
(82)
(248)
(52)
(300)
Other
Contributions:
– Employers
–
232
232
–
221
221
– Plan participants
(114)
114
–
(109)
109
–
Benefit payments
598
(598)
–
18
(18)
–
Exchange differences
209
(165)
44
(127)
108
(19)
Total
693
(417)
276
(218)
420
202
At 31 December
(3,747)
2,852
(895)
(4,020)
3,205
(815)
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 2024
1.4%
5.0%
Discount rate at 31 December 2024
1.0%
5.2%
Future salary increases
1.3%
5.0%
Rate of increase in deferred pensions
0.0%
0.0%
For the Swiss plan, longevity must be reflected in the defined benefit liability. The mortality probabilities used
were as follows:
2024
Years
2023
Years
Mortality probabilities for pensioners at age 65
– Males
21.86
21.80
– Females
23.61
23.54
Mortality probabilities at age 65 for current members aged 45
– Males
23.54
23.46
– Females
25.21
25.14
8. Other operating expenses
2024
£’000
2023
£’000
Third party administration fees
6,512
6,241
Legal and professional fees
19,592
12,226
Auditor’s remuneration for audit services
1,880
1,409
Auditor's remuneration for other assurance services
285
287
Establishment costs
4,248
3,362
Insurance
1,707
1,649
Travel and accommodation
3,149
2,559
Marketing
3,512
2,235
Computer software and maintenance
12,921
10,915
Telephones and postage
1,805
1,726
Other expenses
1,937
2,246
Total other operating expenses
57,548
44,855
143 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
9. Non-underlying items
Note
2024
£’000
2023
£’000
EBITDA
49,060
77,790
Non-underlying items within EBITDA:
Acquisition and integration costs1
15,272
7,080
Office start-ups2
585
612
Other3
365
427
EIP share-based payments4
36,401
–
Total non-underlying items within EBITDA
52,623
8,119
Underlying EBITDA
101,683
85,909
(Loss)/profit before tax
(7,402)
24,310
Total non-underlying items within EBITDA
52,623
8,119
Loss/(gain) on revaluation of contingent consideration5
2,019
(446)
(Gain) on bargain purchase
15.4
(720)
–
(Gain) on disposal of subsidiary6
(69)
–
Foreign exchange losses7
975
8,515
Total non-underlying items within profit before tax
54,828
16,188
Underlying profit before tax
47,426
40,498
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 share awards (see note 6.3(B)), legal
costs relating to a regulatory action from the Dutch Central Bank and EIP administrative costs.
4 Following the conclusion of the Galaxy business plan era, share awards were made to staff members under the EIP (see note 6.1);
this includes £1.9m of employer-related taxes relating to the share awards.
5 Relates to the loss on revaluation of the contingent consideration payable for perfORM of £2.0m (2023: £0.17m), see note 26
for more information on the valuation methodology used. The 2023 comparative also included gains for Segue £0.58m and
INDOS £0.03m.
6 On 1 March 2024, the Group sold its call option to purchase Global Tax Support B.V.
7 Foreign exchange losses that relate to the revaluation of inter-company loans. Management consider these to be non-underlying
as they are unrealisable movements since the loans are eliminated upon consolidation.
10. Depreciation and amortisation
Note
2024
£’000
2023
£’000
Depreciation of right-of-use assets
22
7,461
5,844
Depreciation of property, plant and equipment
22
2,583
2,418
Amortisation of other intangible assets
17
18,973
15,766
Amortisation of assets recognised from costs to obtain or fulfil a contract
23
1,102
1,112
Total depreciation and amortisation
30,119
25,140
11. Other losses
Note
2024
£’000
2023
£’000
(Loss)/gain on revaluation of contingent consideration
26
(2,019)
446
Gain on bargain purchase
15.4
720
–
Foreign exchange losses1
34.1
(1,089)
(9,626)
Net (loss)/gain on disposal of fixed asset
(9)
5
Gain on disposal of subsidiary
69
–
Impairment of customer relationship intangible asset
–
(737)
Total other losses
(2,328)
(9,912)
1 This includes £0.9m of foreign exchange losses (2023: £8.5m loss) that relate to the revaluation of inter-company loans;
these foreign exchange movements are considered by Management to be non-underlying items (see note 9).
12. Finance income and finance cost
Note
2024
£’000
2023
£’000
Bank interest
1,299
744
Loan interest
56
50
Total finance income
1,355
794
Bank loan interest
16,107
11,123
Gain on cash flow hedge reclassified from other comprehensive income
33
(1,710)
(134)
Amortisation of loan arrangement fees
1,348
805
Unwinding of net present value ("NPV") discounts
8,308
6,514
Other finance expense
1,317
914
Total finance cost
25,370
19,222
144 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
12. Finance income and finance cost CONTINUED
Within the £8.3m (2023: £6.5m) recognised from the unwinding of NPV discounts, £6.1m (2023: £5.1m) relates
to contingent consideration. This amount is excluded from the calculation of adjusted underlying basic EPS
(see note 14.3). The breakdown by acquisition is as follows:
2024
£’000
2023
£’000
SDTC
4,922
2,123
perfORM
507
461
FFP
526
–
Hanway
101
–
SALI
87
2,316
Segue
–
139
INDOS
–
54
Unwinding of NPV discounts on contingent consideration
6,143
5,093
13. Income tax
Income tax in the consolidated income statement comprises:
2024
£’000
2023
£’000
Jersey tax on current year profit
1,220
1,197
Foreign company taxes on current year profit
2,155
2,583
Adjustment in respect of the previous periods
166
305
Total current tax expense
3,541
4,086
Deferred tax (see note 29):
Temporary differences in relation to acquired intangible assets
5,542
(1,694)
Jersey origination and reversal of temporary differences
(29)
(6)
Foreign company origination and reversal of temporary differences
(9,200)
104
Total deferred tax credit
(3,687)
(1,596)
Income tax (credit)/expense
(146)
2,489
The difference between the total current tax shown above and the amount calculated by applying the standard
rate of Jersey income tax to the (loss)/profit on ordinary activities before tax is as follows:
2024
£’000
2023
£’000
(Loss)/profit on ordinary activities before tax
(7,402)
24,310
Tax on (loss)/profit on ordinary activities at Jersey income tax rate of 10% (2023: 10%)
(740)
2,431
Effects of:
Results from entities subject to tax at a rate of 0% (Jersey company)
702
(1,262)
Results from tax exempt entities (foreign company)
(58)
(186)
Foreign taxes not at Jersey rate
1,749
1,313
Temporary differences in relation to acquired intangible assets
5,542
(1,694)
Other temporary differences (Jersey company)
(29)
(6)
Other temporary differences (foreign company)
(9,200)
104
Non-deductible expenses
601
118
Consolidation adjustments
1,258
1,639
Other differences
29
32
Income tax (credit)/expense
(146)
2,489
Income tax expense computations are based on the jurisdictions in which profits were earned at prevailing rates
in the respective jurisdictions.
Reconciliation of effective tax rates
2024
%
2023
%
Jersey income tax rate on (loss)/profit on ordinary activities
10.00
10.00
Effect of:
Results from entities subject to tax at a rate of 0% (Jersey company)
0.78
(5.19)
Results from tax exempt entities (foreign company)
(9.48)
(0.77)
Foreign taxes not at Jersey rate
(23.63)
5.40
Other temporary differences (Jersey company)
0.39
(0.02)
Other temporary differences (foreign company)
124.33
0.43
Temporary differences in relation to acquired intangible assets
(74.87)
(6.97)
Non-deductible expenses
(8.12)
0.48
Consolidation adjustments
(16.99)
6.75
Other differences
(0.42)
0.13
Effective tax rate
1.99
10.24
145 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
14. Earnings Per Share (“EPS”)
The Group calculates basic, diluted and adjusted underlying basic EPS. The results can be summarised as follows:
2024
Pence
2023
Pence
Basic EPS
(4.44)
14.20
Diluted EPS
(4.38)
14.07
Adjusted underlying basic EPS
41.80
37.30
14.1. Basic EPS
The calculation of basic EPS is based on the (loss)/profit for the year, divided by the weighted average number
of Ordinary shares for the same year.
2024
£’000
2023
£’000
(Loss)/profit for the year
(7,256)
21,821
No. of shares
(thousands)
No. of shares
(thousands)
Issued Ordinary shares at 1 January
161,445
146,001
Effect of shares issued to acquire business combinations
598
2,474
Effect of movement in treasury shares held
1,265
322
Effect of placing
–
4,862
Weighted average number of Ordinary shares (basic):
163,308
153,659
Pence
Pence
Basic EPS
(4.44)
14.20
14.2. Diluted EPS
The calculation of diluted EPS is based on basic EPS after adjusting for the potentially dilutive effect of Ordinary
shares that have been granted.
2024
£’000
2023
£’000
(Loss)/profit for the year
(7,256)
21,821
No. of shares
(thousands)
No. of shares
(thousands)
Weighted average number of Ordinary shares (basic)
163,308
153,659
Effect of share-based payments
2,215
1,440
Weighted average number of Ordinary shares (diluted):
165,523
155,099
Pence
Pence
Diluted EPS
(4.38)
14.07
14.3. Adjusted underlying basic EPS
Adjusted underlying basic EPS is an alternative performance measure that reflects the underlying activities
of the Group. The following definition is not consistent with the requirements of IAS 33.
The Group’s definition of adjusted underlying basic EPS reflects the profit for the year, adjusted to remove the
impact of non-underlying items (see note 9) and temporary tax differences. Additionally, a number of other
items relating to the Group’s acquisition activities, including amortisation of acquired intangible assets,
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 EPS has been updated to include all temporary tax differences.
Prior to this update, adjusted underlying basic EPS was 47.45p (2023: 37.23p).
Note
2024
£’000
2023
£’000
(Loss)/profit for the year
(7,256)
21,821
Adjusted for:
Non-underlying items
9
54,828
16,188
Amortisation of customer relationships, acquired software and brands
17
16,889
14,265
Impairment of customer relationship intangible asset
17
–
737
Amortisation of loan arrangement fees
12
1,348
805
Unwinding of NPV discounts for contingent consideration
12
6,143
5,093
Temporary tax differences
13
(3,687)
(1,597)
Adjusted underlying profit for the year
68,265
57,312
No. of shares
(thousands)
No. of shares
(thousands)
Weighted average number of Ordinary shares (basic)
163,308
153,659
Pence
Pence
Adjusted underlying basic EPS
41.80
37.30
146 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
15. Business combinations
15.1. ‘Blackheath Capital Management LLP (“Blackheath”)
On 24 November 2023, JTC entered into an agreement to acquire 100% of the partnership interest in
Blackheath, a UK limited liability partnership that provides management and regulatory oversight services
to investment funds and offers management company (“ManCo”) services as an Alternative Investment Fund
Manager (“AIFM”). The acquisition complements JTC’s existing AIFM Global Solutions businesses and brings
additional scale to existing fund administration and depositary services in the UK.
Following regulatory approval for the transaction, cash consideration was transferred on 1 March 2024, as well
as the equity element of initial consideration. The results of the acquired business have been consolidated
from 1 March 2024 as Management concluded that this was the date that control was obtained by the Group.
The acquired business contributed revenues of £0.35m and underlying loss before tax (before central costs have
been applied) of £0.1m to the Group for the period from 1 March 2024 to 31 December 2024. If the business
had been acquired on 1 January 2024, the Group’s consolidated revenue and underlying profit before tax for
the year would have been £305.8m and £47.4m.
The Group incurred acquisition-related costs of £0.5m, which have been recognised within other operating
expenses in the Group’s consolidated income statement and are treated as non-underlying items to calculate
underlying EBITDA (see note 9).
Total consideration is satisfied by:
£’000
Cash consideration
772
Equity instruments1
147
Total consideration at acquisition
919
1 On 4 March 2024, the Company issued 18,435 Ordinary shares at fair value to satisfy the equity element of the initial consideration
(see note 31.1).
Identifiable net assets acquired by the Group included:
Note
Book value
£’000
Adjustments
£’000
Fair value
£’000
Property, plant and equipment
2
9
11
Intangible assets – customer relationships
17.1
–
145
145
Trade receivables
54
–
54
Other receivables
48
–
48
Cash and cash equivalents
223
–
223
Assets
327
154
481
Trade and other payables
72
–
72
Lease liabilities
–
9
9
Liabilities
72
9
81
Total identifiable net assets
255
145
400
Goodwill arising on acquisition is as follows:
Note
£’000
Total consideration
919
Less: identifiable net assets
(400)
Goodwill
16
519
15.2. Hanway Advisory Limited (“Hanway”)
On 1 July 2024, JTC transferred cash consideration to complete the acquisition of 100% of the share capital
of Hanway, a UK-based company offering corporate governance, fund administration and accounting services
to UK listed investment companies. The acquisition brings further scale to JTC’s UK business and existing UK
listed fund activities.
The results of the acquired business have been consolidated from 1 July 2024 as Management concluded that
this was the date that control was obtained by the Group. The acquired business contributed revenues of £0.7m
and underlying profit before tax (before central costs have been applied) of £0.4m to the Group for the period
from 1 July 2024 to 31 December 2024. If the business had been acquired on 1 January 2024, the Group’s
consolidated revenue and underlying profit before tax for the year would have been £306.9m and £48.3m.
The Group incurred acquisition-related costs of £0.2m, which have been recognised within other operating
expenses in the Group’s consolidated income statement and are treated as non-underlying items to calculate
underlying EBITDA (see note 9).
147 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
15. Business combinations CONTINUED
15.2. Hanway Advisory Limited (“Hanway”) CONTINUED
Total consideration is satisfied by:
£’000
Cash consideration
755
Contingent consideration – earn-out1
1,364
Total consideration
2,119
1 A total of £1.5m is payable subject to meeting revenue targets for the period to 30 June 2025. Based on Management’s assessment
of the forecast for the period, it is estimated that the earn-out will be met in full. The estimated contingent consideration is payable
in cash and has been discounted to its present value of £1.4m at the acquisition date (£1.5m at 31 December 2024).
Identifiable net assets acquired by the Group included:
Note
Book value at
acquisition
£’000
Adjustments
£’000
Fair value
£’000
Intangible assets – customer relationships
17.1
–
529
529
Trade receivables
314
–
314
Cash and cash equivalents
58
–
58
Other receivables
117
–
117
Assets
489
529
1,018
Trade and other payables
41
–
41
Deferred tax liabilities
29
–
133
133
Liabilities
41
133
174
Total identifiable net assets
448
396
844
Goodwill arising on acquisition is as follows:
Note
£’000
Total consideration
2,119
Less: identifiable net assets
(844)
Goodwill
16
1,275
15.3. First Republic Trust Company of Delaware (“FRTC”)
On 31 July 2024, JTC transferred cash consideration to complete the acquisition of 100% of the share capital
of FRTC, a US-based company offering trust administration services to high-net-worth individuals, building
on JTC’s position as the leading independent provider of trust services in the US.
The results of the acquired business have been consolidated from 31 July 2024 as Management concluded that
this was the date that control was obtained by the Group. The acquired business contributed revenues of £2.1m
and underlying profit before tax (before central costs have been applied) of £1.7m to the Group for the period
from 31 July 2024 to 31 December 2024. If the business had been acquired on 1 January 2024, the Group’s
consolidated revenue and underlying profit before tax for the year would have been £310.5m and £51.5m.
The Group incurred acquisition-related costs of £2.0m, which have been recognised within other operating
expenses in the Group’s consolidated income statement and are treated as non-underlying items to calculate
underlying EBITDA (see note 9).
Total consideration is satisfied by:
£'000
$'000
Cash consideration
19,402
24,907
Total consideration
19,402
24,907
Identifiable net assets acquired by the Group included:
Note
Book value at
acquisition
£’000
Adjustments
£’000
Fair value
£’000
Fair value
$’000
Intangible assets – customer relationships
17.1
–
8,005
8,005
10,277
Accrued income
453
–
453
582
Cash and cash equivalents
3,940
–
3,940
5,058
Assets
4,393
8,005
12,398
15,917
Trade and other payables
42
–
42
54
Deferred income
612
–
612
786
Liabilities
654
–
654
840
Total identifiable net assets
3,739
8,005
11,744
15,077
148 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
15. Business combinations CONTINUED
15.3. First Republic Trust Company of Delaware (“FRTC”) CONTINUED
Goodwill arising on acquisition is as follows:
Note
£'000
$'000
Total consideration
19,402
24,907
Less: identifiable net assets
(11,744)
(15,077)
Goodwill
16
7,658
9,830
15.4. The Buck UK and European share plan administration and
trustee businesses (“Buck”)
On 31 October 2024, JTC transferred cash consideration to Arthur J. Gallagher & Co to complete the acquisition
of Buck. The acquired businesses provide fully outsourced administration and trustee services to a blue-chip
global client base, covering a full range of employee share plans. With operations in the UK, Guernsey and
Germany, the acquisition complements and enhances JTC’s existing Employer Solutions platform and will
accelerate the growth of the Group’s share plan trustee and administration service offering.
The results of the acquired business have been consolidated from 31 October 2024 as Management concluded
that this was the date that control was obtained by the Group.The acquired business contributed revenues of
£0.24m and underlying profit before tax (before central costs have been applied) of £0.01m to the Group for
the period from 31 October 2024 to 31 December 2024. If the business had been acquired on 1 January 2024,
the Group’s consolidated revenue and underlying profit before tax for the year would have been £306.8m
and £48.0m.
The Group incurred acquisition-related costs of £1.7m, which have been recognised within other operating
expenses in the Group’s consolidated income statement and are treated as non-underlying items to calculate
underlying EBITDA (see note 9).
Total consideration is satisfied by:
£’000
Cash consideration1
173
Total consideration
173
1 The cash consideration comprises a purchase price of £1, paid at the acquisition date, and an additional £0.17m accrued at
31 December 2024, which relates to the payment for working capital.
Identifiable net assets acquired by the Group included:
Note
Book value at
acquisition
£’000
Adjustments
£’000
Fair value
£’000
Intangible assets – customer relationships
17.1
–
488
488
Property, plant and equipment
1
–
1
Trade receivables
56
–
56
Accrued income
47
–
47
Cash and cash equivalents
395
–
395
Other receivables
74
–
74
Assets
573
488
1,061
Trade and other payables
118
–
118
Deferred income
50
–
50
Liabilities
168
–
168
Total identifiable net assets
405
488
893
Goodwill arising on acquisition is as follows:
Note
£’000
Total consideration
173
Less: identifiable net assets
(893)
Gain on bargain purchase
11
(720)
Gain on bargain purchase represents negative goodwill. This is supported by: (i) the synergies that Management
expect to realise and (ii) the purchase price being impacted by the acquired business being viewed as non-core
by the sellers.
149 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
15. Business combinations CONTINUED
15.5. FFP (Holdings) Limited and Subsidiaries (“FFP”)
On 15 November 2024, JTC transferred cash consideration to complete the acquisition of FFP, a group of
privately owned companies with headquarters in the Cayman Islands. FFP provides a range of specialist
fiduciary, restructuring, trustee, fund administration and corporate services to clients globally, with a focus
on complex engagements including restructurings, insolvencies and disputes.
The results of the acquired business have been consolidated from 15 November 2024 as Management
concluded that this was the date that control was obtained by the Group. The acquired business contributed
revenues of £2.3m and underlying profit before tax (before central costs have been applied) of £0.9m to
the Group for the period from 15 November 2024 to 31 December 2024. If the business had been acquired
on 1 January 2024, the Group’s consolidated revenue and underlying profit before tax for the year would have
been £331.1m and £62.3m.
The Group incurred acquisition-related costs of £3.0m, which have been recognised within other operating
expenses in the Group’s consolidated income statement and are treated as non-underlying items to calculate
underlying EBITDA (see note 9).
Total consideration is satisfied by:
£'000
$'000
Cash consideration1
46,329
58,991
Equity instruments2
10,700
13,501
Contingent consideration – earn-out3
29,638
37,537
Total consideration
86,667
110,029
1 The cash consideration comprises initial cash consideration of £45.3m ($57.8m) and £1.0m ($1.2m) accrued in other payables
at 31 December 2024 (see note 27).
2 On 18 November 2024, the Company issued 1,087,341 Ordinary shares at fair value to satisfy the equity element of the initial
consideration (see note 31.1).
3 A total of up to £31.6m ($40.0m) is payable, subject to meeting EBITDA targets for the calendar year 2024. Management have
estimated that the contingent consideration payable has been met in full. The contingent consideration is payable in a 80%/20%
ratio of cash and JTC PLC Ordinary shares and has been discounted to its present value of £29.6m ($37.5m) at the acquisition date
(£30.5m at 31 December 2024).
Identifiable net assets acquired by the Group included:
Note
Book value at
acquisition
£’000
Adjustments
£’000
Fair value
£’000
Fair value
$’000
Intangible assets – customer relationships
17.1
–
25,977
25,977
32,900
Intangible assets – brand
17.2
–
711
711
900
Property, plant and equipment1
198
866
1,064
1,347
Trade receivables
2,986
–
2,986
3,781
Other receivables
669
–
669
848
Cash and cash equivalents
2,625
–
2,625
3,325
Assets
6,478
27,554
34,032
43,101
Trade and other payables
1,191
–
1,191
1,509
Deferred income
798
–
798
1,010
Lease liabilities1
–
866
866
1,096
Other creditors
167
–
167
212
Liabilities
2,156
866
3,022
3,827
Total identifiable net assets
4,322
26,688
31,010
39,274
1 The acquired business leases office premises; an adjustment was recognised to account for the lease liability, which is measured at
the present value of the remaining lease payments with a corresponding right-of-use asset.
Goodwill arising on acquisition is as follows:
Note
£'000
$'000
Total consideration
86,667
110,029
Less: identifiable net assets
(31,010)
(39,274)
Goodwill
16
55,657
70,755
15.6. Net cash outflow from acquisitions
The tables below illustrate the net cash outflow from acquisitions:
2024
Note
Cash
consideration
£’000
Less: cash
acquired
£’000
Net
£’000
Blackheath
15.1
772
(223)
549
Hanway
15.2
755
(58)
697
FRTC
15.3
19,402
(3,940)
15,462
Buck
15.4
–
(395)
(395)
FFP
15.5
45,341
(2,625)
42,716
SALI – settlement of contingent consideration
26
21,085
–
21,085
Net cash outflow from acquisition
87,355
(7,241)
80,114
150 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
15. Business combinations CONTINUED
15.6. Net cash outflow from acquisitions CONTINUED
2023
Cash
consideration
£’000
Less: cash
acquired
£’000
Net
£’000
SDTC
114,916
(1,588)
113,328
Segue – settlement of contingent consideration
1,391
–
1,391
Net cash outflow from acquisition
116,307
(1,588)
114,719
16. Goodwill
The aggregate carrying amounts of goodwill allocated to each CGU is as follows:
In the current year:
CGU
Note
Balance at
1 Jan 2024
£’000
Combination
of CGUs
£’000
Business
combinations
£’000
Exchange
differences
£’000
Balance at
31 Dec 2024
£’000
Jersey
66,104
–
–
–
66,104
Guernsey
10,761
–
–
–
10,761
BVI
752
–
–
–
752
Switzerland
2,556
–
–
(78)
2,478
Cayman
237
–
–
4
241
Luxembourg
28,727
–
–
(1,208)
27,519
Netherlands
14,734
–
–
(677)
14,057
Dubai
1,870
–
–
27
1,897
Mauritius
2,518
–
–
39
2,557
US – ICS
194,466
–
–
2,868
197,334
US – SDTC
171,952
–
–
2,533
174,485
US – NYPTC
7,398
–
–
109
7,507
US – FRTC
15.3
–
–
7,658
176
7,834
Cayman – FFP
15.5
–
–
55,657
730
56,387
Ireland – AIFM
8,896
–
–
(409)
8,487
UK
15.1, 15.2
11,993
–
1,794
–
13,787
Total
522,964
–
65,109
4,114
592,187
In the prior year:
CGU
Balance at
1 Jan 2023
£’000
Combination
of CGUs
£’000
Business
combinations
£’000
Exchange
differences
£’000
Balance at
31 Dec 2023
£’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
–
–
171,108
844
171,952
US – NYPTC
8,062
–
–
(664)
7,398
Ireland – AIFM
9,051
–
–
(155)
8,896
UK
11,993
–
–
–
11,993
Total
363,708
–
171,108
(11,852)
522,964
16.1. Impairment of goodwill
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 value in use (“VIU”) and fair
value less cost of disposal (“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 are based 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
forecast due to their recurring nature and increased client longevity.
The terminal growth rate considers the long-term average growth expectation for the jurisdiction and
services provided.
151 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
16. 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 amounts.
The recoverable amount for the US – SDTC, Cayman – FFP and Ireland CGUs were determined based on
FVLCD. These were calculated using a discounted cash flow model, 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 20%
• Terminal value growth rate: between 1.5% and 4.0%
• Discount rate: between 10.8% and 15.0%
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 revenue
growth rate
Terminal value
growth rate
Discount rate
CGU
% of Group’s total
carrying value of goodwill
2024
%
2023
%
2024
%
2023
%
2024
%
2023
%
Jersey
11.2
8.1
6.8
2.8
2.6
12.6
10.8
US – ICS
33.3
11.8
18.2
4.0
4.0
12.3
10.9
US – SDTC
29.5
13.5
13.1
3.0
2.5
12.2
10.5
Cayman – FFP
9.5
4.8
–
3.0
–
15.0
–
At 31 December 2024, 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 £16.4m. This may be caused by an increase of 1.0% in the discount rate from 12.2% to 13.2%,
a 1.4% decrease in terminal growth rate, or a 2.9% drop in estimated annual revenue growth.
17. Other intangible assets
The movements in other intangible assets are as follows:
Customer
relationships
£’000
Brands
£’000
Software
£’000
Regulatory
licence
£’000
Total
£’000
Cost
At 1 January 2023
156,604
2,881
14,149
331
173,965
Additions
–
–
3,811
–
3,811
Additions through business combinations
34,747
2,455
16
–
37,218
Impairment charge
(737)
–
–
–
(737)
Disposals
(1,003)
–
(182)
–
(1,185)
Exchange differences
(4,165)
(365)
(79)
(6)
(4,614)
At 31 December 2023
185,446
4,971
17,715
325
208,458
Additions
508
–
5,035
–
5,543
Additions through business combinations
35,177
711
–
–
35,888
Exchange differences
868
74
40
(15)
966
At 31 December 2024
221,999
5,756
22,790
310
250,855
Accumulated amortisation
At 1 January 2023
37,577
843
7,307
218
45,945
Charge for the year
12,799
712
2,236
20
15,766
Disposals
(79)
–
(119)
–
(199)
Exchange differences
(151)
(58)
(146)
(4)
(360)
At 31 December 2023
50,146
1,497
9,278
234
61,155
Charge for the year1
15,282
970
2,701
20
18,973
Exchange differences
(168)
38
47
(11)
(94)
At 31 December 2024
65,260
2,505
12,026
243
80,034
Carrying amount
At 31 December 2024
156,739
3,251
10,764
67
170,821
At 31 December 2023
135,300
3,474
8,437
91
147,302
1 Total amortisation charge includes £2.1m (2023: £1.6m) related to software not acquired through business combinations;
the balance of £16.9m (2023: £14.2m) is excluded when calculating adjusted underlying basic EPS (see note 14.3).
152 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
17. Other intangible assets CONTINUED
17.1. Customer relationship intangible assets
The carrying amount of identifiable customer relationship intangible assets acquired separately and through
business combinations are as follows:
Amortisation
period end
Useful
economic
life (“UEL”)
Carrying amount
Acquisitions
Note
2024
£’000
2023
£’000
During previous financial
reporting periods
Signes
30 April 2025
10 years
131
412
KB Group
30 June 2027
12 years
872
1,221
S&GFA
30 September 2025
10 years
300
689
BAML
30 September 2029
12 years
4,067
4,851
NACT
31 July 2027
10 years
445
706
Van Doorn
28 February 2030
11.4 years
3,174
3,985
Minerva
30 May 2027 – 30 July 2030
8.7 – 11.8 years
6,107
7,387
Exequtive
31 March 2029
10 years
4,063
5,261
Aufisco
30 June 2029
10 years
311
398
Sackville
28 February 2029
10 years
463
545
NESF
30 April 2028
8 years
293
739
Sanne Private Clients
30 June 2030
10 years
3,516
4,155
Anson Registrars
28 February 2030
10 years
16
19
RBC cees
31 March 2033
12 years
15,376
17,241
INDOS
31 May 2031
10 years
868
1,003
Segue
30 September 2031
10 years
701
826
perfORM
30 September 2031
10 years
18
21
Ballybunion
31 October 2031
10 years
1,713
2,058
SALI
31 October 2046
25 years
40,675
41,917
EFS
30 November 2031
10 years
1,008
1,136
Sterling
30 June 2032
10 years
2,302
2,621
NYPTC
31 October 2032
10 years
4,099
4,555
SDTC
31 January 2036
12.5 years
31,230
33,554
During the year ended
31 December 2024
Blackheath
15.1
28 February 2034
10 years
133
–
CNFS
17.1(B)
5 March 2035
10 years
478
–
Hanway
15.2
30 June 2033
9 years
499
–
FRTC
15.3
31 July 2033
9 years
7,849
–
Buck
15.4
31 October 2035
11 years
480
–
FFP
15.5
14 November 2029
5 years
25,552
–
Total
156,739
135,300
(A) Customer relationships acquired in a business combination
Customer relationship intangible assets acquired in a business combination and recognised separately from
goodwill are initially recognised at their fair value at the acquisition date. During the year, the Group recognised
customer relationship intangible assets as follows: Blackheath £0.15m, Hanway £0.5m, FRTC £8.0m, Buck
£0.5m and FFP £26.0m. The UEL and carrying amounts at 31 December 2024 are 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:
• the discount rate applied to free cash flow; and
• annual client attrition rate.
Management have assessed the sensitivity of key assumptions used in the valuation of new customer
relationships acquired during the year and concluded that, with the exception of FFP, any reasonable change
to these would not result in a significant change to the fair value.
Sensitivity analysis
The following table shows in £’000 the impact that reasonable changes in the UEL/Attrition rate % and
discount rate would have on the valuation of the customer relationship for FFP:
UEL / Attrition rate %
Discount rate
5.6 years /
27.5%
5 years /
30.0%
5.4 years /
32.5%
14.5%
2,290
158
(3,158)
15.0%
2,132
–
(3,316)
15.5%
1,895
(237)
(3,474)
In addition to the reasonable changes in UEL/Attrition rate % and discount rate, a movement of 4.2pp in the
estimated annual EBIT margin would result in a £2.3m change in the valuation of the customer relationship.
(B) Customer relationships acquired separately
On 6 March 2024, the Group acquired a new customer relationship from Cayman National Fund Services Ltd
(“CNFS”). The Group made an initial payment of £0.12m ($0.15m) and the remaining balance of £0.4m ($0.5m)
was paid on 20 March 2025, following successful achievement of revenue targets. The fair value of the
customer relationship acquired equates to the consideration due.
153 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
17. Other intangible assets CONTINUED
17.2. Brand intangible assets
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.
On 15 November 2024, the Group recognised a brand intangible asset for FFP of £0.7m ($0.9m)
(see note 15.5). The UEL of five years was based on Management’s expectation, as well as UELs observed
for benchmark transactions.
17.3. Impairment of other intangible assets
Consideration was given to many indicators, including the current macroeconomic environment and
its potential impact on financial performance. Management concluded that there were no indicators
of impairment present at 31 December 2024.
18. Trade receivables
The ageing analysis of trade receivables with the loss allowance is as follows:
2024
Gross
£’000
Loss
allowance
£’000
Net
£’000
<30 days
21,900
(363)
21,537
30 – 60 days
8,842
(643)
8,199
61 – 90 days
3,565
(102)
3,463
91 – 120 days
2,075
(169)
1,906
121 – 180 days
2,654
(389)
2,265
180> days
12,853
(5,132)
7,721
Total
51,889
(6,798)
45,091
2023
Gross
£’000
Loss
allowance
£’000
Net
£’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
180> days
14,088
(5,125)
8,963
Total
38,484
(6,413)
32,071
The movement in the allowances for trade receivables is as follows:
2024
£’000
2023
£’000
Balance at the beginning of the year
(6,413)
(5,645)
Credit impairment losses in the consolidated income statement
(2,659)
(2,934)
Amounts written off (including unused amounts reversed)
2,274
2,166
Total allowance for doubtful debts
(6,798)
(6,413)
The loss allowance includes both specific and expected credit loss (“ECL”) provisions. To measure the ECL,
trade receivables are grouped based on shared credit risk characteristics and the days past due. The ECLs 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 the impact of 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
2024 is in line with previous trading and supports this conclusion. See note 34.2 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.
154 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
19. Work in progress (“WIP”)
2024
£’000
2023
£’000
Total
15,492
11,710
Loss allowance
(113)
(95)
Net
15,379
11,615
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 of <30 days is an appropriate estimation of the ECL.
Sensitivity analysis
The total carrying amount of WIP (before ECL allowances) is £15.5m (2023: £11.7m). 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 £1.5m lower (2023: £1.2m lower).
20. Accrued income
2024
£’000
2023
£’000
Total
28,236
26,609
Loss allowance
(32)
(35)
Net
28,204
26,574
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 that 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 of <30 days is an appropriate
estimation of the ECL.
21. Cash and cash equivalents
2024
£’000
2023
£’000
Cash and cash equivalents
89,232
97,222
Total cash and cash equivalents
89,232
97,222
For the purpose of presentation in the consolidated 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 £24.5m (see note 36.4). These deposits vary by
jurisdiction and, therefore, are not available for general use by the other entities within the Group.
155 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
22. Tangible assets
The movements of all tangible assets, which include property, plant and equipment and right-of-use assets,
are as follows:
Computer
equipment
£’000
Office
furniture and
equipment
£’000
Leasehold
improvements
£’000
Total
Property,
plant
and
equipment
£’000
Total
Right-of-use
assets1
£’000
Cost
At 1 January 2023
4,629
3,231
10,213
18,073
60,452
Additions
424
406
1,770
2,600
4,482
Additions through business combinations
62
38
616
716
2,735
Disposals
(278)
(271)
–
(549)
(1,454)
Exchange differences
34
415
395
844
(828)
At 31 December 2023
4,871
3,819
12,994
21,684
65,387
Additions
856
774
3,304
4,934
12,744
Additions through business combinations
2
–
200
202
883
Disposals
(220)
(161)
(334)
(715)
(2,693)
Exchange differences
(16)
(15)
(14)
(45)
(663)
At 31 December 2024
5,493
4,417
16,150
26,060
75,658
Accumulated depreciation
At 1 January 2023
3,487
1,452
3,954
8,894
20,066
Charge for the year
523
598
1,296
2,418
5,844
Disposals
(208)
(261)
–
(469)
(186)
Exchange differences
66
481
422
969
(122)
At 31 December 2023
3,868
2,270
5,672
11,812
25,602
Charge for the year
561
587
1,435
2,583
7,461
Disposals
(220)
(156)
(278)
(654)
(2,441)
Exchange differences
(21)
(6)
13
(16)
(311)
At 31 December 2024
4,188
2,695
6,842
13,725
30,311
Carrying amount
At 31 December 2024
1,305
1,722
9,308
12,335
45,347
At 31 December 2023
1,003
1,549
7,322
9,874
39,785
1 Right-of-use assets have been disclosed separately from property, plant and equipment on the consolidated balance sheet,
this reclassification has been applied consistently to the prior year comparatives.
23. Other assets
2024
£’000
2023
£’000
Non-current
Costs to obtain or fulfil a contract1
2,429
2,367
Prepayments
431
614
Total other non-current assets
2,860
2,981
Current
Prepayments
7,128
5,237
Other receivables2
2,642
2,685
Loan receivable from a third party
1,556
1,496
Costs to obtain or fulfil a contract1
782
656
Tax receivables
879
1,006
Total other current assets
12,987
11,080
1 Current and non-current assets recognised from costs to obtain or fulfil a contract include £2.0m for costs to obtain a contract
(2023: £1.9m) and £1.0m for costs incurred to fulfil a contract (2023: £1.1m). The amortisation charge for the year was £1.1m
(2023: £1.1m). Management review assets recognised from costs to obtain or fulfil a contract and have concluded that there was
no impairment at 31 December 2024.
2 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.
24. Investments
The following table details the associate and investments held by the Group at 31 December 2024. 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.
% of ownership interest
Carrying amount
Name of entity
Country of
incorporation
Nature of
relationship
Measurement
method
2024
%
2023
%
2024
£’000
2023
£’000
Kensington
International Group
Pte. Ltd
Singapore
Associate1
Equity
method
42
42
2,740
2,310
Harmonate Corp.
United States
Investment2 Cost
11.2
11.2
798
805
FOMTech Limited
United Kingdom
Investment3 Cost
0.2
0.2
250
250
Total investments
3,788
3,365
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 the financial services industry.
3 FOMTech Limited and its subsidiaries operates a FinTech platform that specialises in venture capital funding.
156 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
24. Investments CONTINUED
The summarised financial information for KIG, which is accounted for using the equity method, is as follows:
Summarised income statement
2024
£’000
2023
£’000
Revenue
8,845
7,554
Gross profit
7,181
6,313
Operating expenditure
5,196
5,753
Total comprehensive income for the year
847
114
Summarised balance sheet
2024
£’000
2023
£’000
Non-current assets
514
650
Current assets
8,732
6,944
Current liabilities
(4,000)
(3,365)
Closing net assets
5,246
4,229
Reconciliation of summarised financial information
2024
£’000
2023
£’000
Opening net assets
4,229
4,264
Total comprehensive income for the year
847
114
Foreign exchange differences
170
(149)
Closing net assets
5,246
4,229
Group's share of closing net assets
2,218
1,788
Goodwill
522
522
Carrying value of investment in associate
2,740
2,310
Impact on consolidated income statements
2024
£’000
2023
£’000
Balance at 1 January
2,310
2,325
Share of profit/(loss) of equity-accounted investee
430
(15)
Balance at 31 December
2,740
2,310
25. Loans and borrowings
This note provides information about the contractual term of the Group’s interest-bearing loans and
borrowings, which are measured at amortised cost.
2024
£’000
2023
£’000
Non-current
Bank loans
271,552
220,531
Total loans and borrowings
271,552
220,531
The terms and conditions of outstanding bank loans are as follows:
Facility
Currency
Initial termination date
Interest rate
2024
£’000
2023
£’000
Term facility
GBP
4 December 2026
SONIA + 1.65% margin
100,000
100,000
Revolving credit facility
GBP
4 December 2026
SONIA + 1.65% margin
137,163
123,662
Revolving credit facility
USD
4 December 2026
SONIA + 1.65% margin
36,898
–
Total principal value
274,061
223,662
Issue costs
(2,509)
(3,131)
Total bank loans
271,552
220,531
On 6 October 2021, the Group entered into a multicurrency loan facility agreement (the “original facilities
agreement”) with an initial termination date of 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.
On 26 July 2024, the Group drew down £13.5m to partly fund the acquisition of FRTC. On 29 October 2024,
the Group utilised the multicurrency facility and drew in US dollars (£35.7m, $46.3m) to contribute towards
the cash consideration for FPP.
At 31 December 2024, the Group had available £125.9m of committed facilities currently undrawn
(2023: £176.3m).
The cost of the facility depends upon a covenant tested on net leverage, this being the ratio of total
net debt to underlying EBITDA (for the last twelve months (“LTM”) at average exchange rates and adjusted
for pro-forma contributions from acquisitions), for a relevant period as defined in the A&R agreement.
157 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
25. Loans and borrowings CONTINUED
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. The margin remained at 1.65%
throughout 2024.
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 33.
The movement in bank facilities is as follows:
At 1 January
2024
£’000
Drawdowns
£’000
Repayment
£’000
Amortisation
release
£’000
Foreign
exchange
£’000
At
31 December
2024
£’000
Principal value
223,662
49,187
–
–
1,212
274,061
Issue costs
(3,131)
(720)
–
1,342
–
(2,509)
Total
220,531
48,467
–
1,342
1,212
271,552
At 1 January
2023
£’000
Drawdowns
£’000
Repayment
£’000
Amortisation
release
£’000
Foreign
exchange
£’000
At
31 December
2023
£’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 31 December 2024, arrangement and legal fees amounting to £6.0m have been capitalised for amortisation
over the term of the loan (2023: £5.3m).
The Group has complied with the financial covenants of its borrowing facilities during the 2024 and 2023
reporting periods (see note 35.2).
Under the terms of the facility, the debt is supported by guarantees from JTC PLC and its other applicable
subsidiaries deemed to be obligors, and in the event of default, demand could be placed on these entities
to settle outstanding liabilities.
For the majority of the borrowings, the fair values are not materially different from their carrying amounts,
since the interest payable on those borrowings is close to current market rates or the borrowings are short term
in nature.
26. Contingent consideration
Contingent consideration payables are discounted to NPV, split between current and non-current, and are due
as follows:
Acquisition
Note
2024
£’000
2023
£’000
SDTC1
25,158
45,989
perfORM
–
3,805
Total non-current contingent consideration
25,158
49,794
SDTC1
26,486
1,536
FFP
15.5
30,450
–
perfORM2
6,558
–
Hanway
15.2
1,465
–
CNFS
17.1(B)
398
–
SALI3
–
24,644
Sterling4
–
726
Total current contingent consideration
65,357
26,906
Total contingent consideration
90,515
76,700
1 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 forecast for the remaining period, it is estimated that the contingent consideration payable will be
met in full. The estimated contingent consideration has been discounted to its present value of £51.6m ($64.8m) and is payable in a
73.5%/26.5% ratio of cash and JTC PLC Ordinary shares.
2 The earn-out for perfORM is calculated based on a multiple of their underlying EBITDA for the year ended 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.
To update the fair value of the JTC PLC Ordinary shares payable, the Monte Carlo simulation was updated and this increased the
share price applied to £9.94 (2023: £8.47). The simulation is based on JTC’s share price at 31 December 2024, factoring in historical
volatility and projected dividend payments, and is then discounted using an appropriate risk-free rate.
At the acquisition date, Management forecast the underlying EBITDA for perfORM and estimated that £4.48m would be due. At
31 December 2024, Management revisited their forecast of underlying EBITDA and estimate that £6.8m will be due. Based on this,
the number of Ordinary shares to be issued was reassessed by Management to be 382,166 (2023: 282,854).
The estimated contingent consideration has been discounted to its present value of £6.6m, resulting in a loss on revaluation of
contingent consideration of £2.0m (2023: loss of £0.17m).
3 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 with cash (£21.1m) and the issue of 465,516 JTC Ordinary shares (see note 31.1).
4 On 1 February 2024, the contingent consideration was paid in full settlement of all obligations due.
158 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
27. Trade and other payables
2024
£’000
2023
£’000
Trade payables
2,917
1,255
Other taxation and social security
1,454
1,127
Other payables
5,486
4,333
Accruals
18,239
13,276
Total trade and other payables
28,096
19,991
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.
28. Lease liabilities
2024
£’000
2023
£’000
At 1 January
44,041
44,894
Additions
13,479
4,482
Additions through business combinations
883
2,735
Disposals
–
(1,039)
Accretion of interest
1,956
922
Payments
(8,549)
(7,513)
Exchange differences
(481)
(440)
At 31 December
51,329
44,041
Analysis of total provisions:
2024
£’000
2023
£’000
Non-current
44,647
37,924
Current
6,682
6,117
Total lease liabilities
51,329
44,041
The Group has lease contracts for the rental of buildings for office space and also for various items of office
furniture and equipment. 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 have 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.
29. Deferred tax
The deferred tax (assets) and liabilities recognised in the consolidated financial statements are set out below:
2024
£’000
2023
£’000
Deferred tax (assets)
(1,012)
(266)
Deferred tax liabilities
6,510
9,474
5,498
9,208
Intangible assets
14,876
9,167
Other origination and reversal of temporary differences
(9,378)
41
5,498
9,208
The movement in the year is analysed as follows:
2024
£’000
2023
£’000
Intangible assets
Balance at 1 January
9,167
11,097
Recognised through business combinations
133
–
Recognised in the consolidated income statement
5,542
(1,694)
Foreign exchange (to other comprehensive income)
34
(236)
Balance at 31 December
14,876
9,167
Other origination and reversal of temporary differences
Balance at 1 January
41
(56)
Recognised in the consolidated income statement
(9,229)
97
Foreign exchange (to other comprehensive income)
(190)
–
Balance at 31 December
(9,378)
41
At 31 December 2024, the total unrecognised deferred tax asset in respect of brought-forward losses was
approximately £3.6m (2023: £2.1m). All tax losses carry no expiry, with the exception of Luxembourg (£1.2m),
which has an expiration of 17 years. These deferred tax assets have not been recognised, on the basis that their
future economic benefit is not probable.
A deferred tax liability has not been recognised in respect of temporary differences associated with investment
in subsidiaries of £1.9m.
The movement in deferred tax for intangible assets is primarily attributable to US tax-deductible amortisation
creating a temporary difference between the carrying amount and tax base of goodwill and other intangible
assets arising from business combinations. The movement in deferred tax for other timing differences is
primarily attributable to the recognition of deferred tax assets in the US, which are expected to be offset
against future taxable profits.
159 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
30. Other liabilities
2024
£’000
2023
£’000
Non-current
Provisions
2,740
2,200
Employee benefit obligations
895
815
Contract liabilities
314
492
Total other non-current liabilities
3,949
3,507
Current
Provisions
277
372
Current tax liabilities
3,268
5,346
Contract liabilities
856
873
Total other current liabilities
4,401
6,591
30.1. Provisions
Provisions relate to leasehold dilapidation provisions that are expected to arise on leasehold premises contracts
held by the Group. The balance will be utilised on vacation of the premises.
Dilapidations
2024
£’000
2023
£’000
At 1 January
2,572
2,153
Additions
399
277
Additions through business combinations
191
409
Release of unutilised provided amount
(291)
(230)
Unwind of discount
74
40
Amounts utilised
(5)
–
Impact of foreign exchange
77
(77)
At 31 December
3,017
2,572
Analysis of total provisions:
2024
£’000
2023
£’000
Non-current
2,740
2,200
Current
277
372
Total
3,017
2,572
31. Share capital and reserves
31.1. 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.
2024
£’000
2023
£’000
Authorised
300,000,000 Ordinary shares (2023: 300,000,000 Ordinary shares)
3,000
3,000
Called up, issued and fully paid
168,753,026 Ordinary shares (2023: 165,521,678 Ordinary shares)
1,688
1,655
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
No. of shares
(thousands)
Par value
£’000
Share
premium
£’000
At 1 January 2023
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
5,978
60
41,359
Acquisition of Segue
46
–
360
16,461
164
103,632
Less: Cost of share issuance
–
–
(1,853)
Movement in the year
16,461
164
101,778
At 31 December 2023
165,522
1,655
392,213
PLC EBT issue1
1,660
17
–
Acquisition of SALI
26
466
5
3,693
Acquisition of Blackheath
15.1
18
–
147
Acquisition of FFP
15.5
1,087
11
10,689
3,231
33
14,529
Less: Cost of share issuance
–
–
(94)
Movement in the year
3,231
33
14,435
At 31 December 2024
168,753
1,688
406,648
1 On 30 May 2024, the Company issued an additional 1,660,056 Ordinary shares to the Company’s Employee Benefit Trust
(“PLC EBT”) in order for PLC EBT to satisfy anticipated future exercises of awards granted to beneficiaries.
160 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
31. Share capital and reserves CONTINUED
31.2. 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
(thousands)
PLC EBT
£’000
At 1 January 2023
2,957
3,697
PSP awards
(200)
–
DBSP awards
(48)
–
Other awards
(89)
–
Acquisition of INDOS
(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
EIP awards
6.1
(2,354)
–
PSP awards
6.2
(250)
–
DBSP awards
6.3
(61)
–
Other awards
6.4
(147)
–
PLC EBT issue
31.1
1,660
17
Purchase of own shares
176
1,831
Movement in year
(976)
1,848
At 31 December 2024
3,041
5,760
31.3. 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 6).
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 33).
Retained earnings
Retained earnings includes accumulated profits and losses.
32. Dividends
The following dividends were declared and paid by the Company for the year:
2024
£’000
2023
£’000
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
Final dividend for 2023 of 7.67p per qualifying ordinary share
12,429
–
Interim dividend for 2024 of 4.3p per qualifying ordinary share
7,067
–
Total dividend declared and paid
19,496
16,025
161 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
33. Derivative financial instruments
The Group holds the following derivative financial assets/(liabilities), which are presented in the consolidated
balance sheet:
2024
£’000
2023
£’000
Interest rate swaps – cash flow hedges
341
(749)
Total derivative financial instruments
341
(749)
Note
2024
£’000
2023
£’000
Gain/(loss) recognised on revaluation of cash flow hedges
2,800
(615)
Gain reclassified from other comprehensive income to the profit or loss
12
(1,710)
(134)
Total gains/(losses) recognised on derivative financial instruments
1,090
(749)
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 cover a
notional amount of £60.0m, and as at 31 December 2024, the Group held 66% (2023: 80%) of fixed rate debt
and 34% (2023: 20%) of floating rate debt, based upon its total borrowings of £274.1m (2023: £223.7m).
Hedge accounting
The Group exercised the option 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 that 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 that there are no sources of ineffectiveness.
34. 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.
162 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
34. 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
2024
£’000
2023
£’000
Financial assets – measured at amortised cost
Trade receivables
18
45,091
32,071
Work in progress
19
15,379
11,615
Accrued income
20
28,204
26,574
Other assets
Other receivables
23
2,642
2,685
Loan receivable from a third party
23
1,556
1,496
Cash and cash equivalents
21
89,232
97,222
182,104
171,663
Financial assets – measured at fair value
Derivative financial assets
33
341
–
341
–
Financial liabilities – measured at amortised cost
Loans and borrowings
25
271,552
220,531
Contingent consideration
26
86,716
74,798
Trade and other payables
27
28,096
19,991
Lease liabilities
28
51,329
44,041
437,693
359,361
Financial liabilities – measured at fair value
Derivative financial liabilities
33
–
749
Contingent consideration
26
3,799
1,902
3,799
2,651
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 inputs 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 26.
34.1. 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 35.3), be transferred from elsewhere in the Group.
In order to monitor this policy, 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. The Group has utilised its multicurrency bank facility to assist with the funding of
US-based acquisitions (see note 25).
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 the Euro and US dollar.
Management consider this policy to be working effectively but continue to regularly assess if foreign currency
hedging is appropriate.
163 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
34. Financial risk management CONTINUED
34.1. Market risk CONTINUED
As at 31 December 2024, the Group’s exposure to the Group’s material foreign currency-denominated financial
assets and liabilities is as follows:
Net foreign currency
assets/(liabilities)
£
Euro
US dollar
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
Trade receivables
19,459
18,661
2,653
2,894
22,341
10,021
Work in progress
12,966
8,894
1,422
1,441
1,352
875
Accrued income
12,014
13,820
2,553
2,314
12,724
10,326
Other receivables
1,118
1,243
376
–
2,507
2,776
Cash and cash equivalents
15,321
12,102
18,271
15,534
53,499
67,669
Trade and other payables
(13,939)
(5,083)
(3,415)
(7,529)
(9,568)
(6,202)
Loans and borrowings
(237,162)
(223,662)
–
–
(36,898)
–
Contingent consideration
(8,023)
(3,625)
–
–
(82,493)
(72,894)
Lease liabilities
(28,742)
(24,966)
(7,030)
(9,168)
(13,187)
(7,093)
Total net exposure
(226,988)
(202,616)
14,830
5,486
(49,723)
5,477
For the year ended 31 December 2024, mainly due to the Euro and United States dollar foreign currency
exchange rate movements, the Group have recognised the following:
• a foreign exchange gain of £6.2m in other comprehensive income (2023: £7.0m loss) upon translating
our foreign operations to our functional currency.
• a foreign exchange loss of £1.1m (2023: £9.6m loss) in the consolidated income statement upon the
retranslation of monetary assets and liabilities denominated in foreign currencies (see note 11).
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.
Strengthening/
(weakening) of
UK sterling1
Effect on comprehensive
income and net assets
2024
£’000
2023
£’000
Euro
+20%
(2,472)
(914)
US dollar
+20%
8,287
(913)
Total
5,815
(1,827)
Euro
(20%)
3,707
1,371
US dollar
(20%)
(12,431)
1,369
Total
(8,724)
2,740
1 Holding all other variables constant
Interest rate risk management and sensitivity
The Group is exposed to interest rate risk as it borrows 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 holding three interest rate swap contracts (see note 33) and maintaining
an appropriate leverage ratio (ensuring that the interest rate is kept as low as possible).
Sensitivity analysis
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 £0.8m (2023: 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 note 34.3.
34.2 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 gives close and regular consideration to the potential impact of the macroeconomic environment
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 18.
Credit risk in relation to other receivables and loan receivables from third parties are considered for each
separate contractual arrangement, and the risk of the counterparty defaulting is considered to be low.
164 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
34. Financial risk management CONTINUED
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 that are rated ‘A-’ or higher by Standard & Poor’s
Rating Services or Fitch Ratings Ltd for long-term credit rating.
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
2024
£’000
2024
£’000
2024
£’000
2023
£’000
2023
£’000
2023
£’000
Trade receivables
51,889
(6,798)
45,091
38,484
(6,413)
32,071
Work in progress
15,492
(113)
15,379
11,710
(95)
11,615
Accrued income
28,236
(32)
28,204
26,609
(35)
26,574
Other assets
Other receivables
2,642
–
2,642
2,685
–
2,685
Loan receivable from third party
1,556
–
1,556
1,496
–
1,496
Cash and cash equivalents
89,232
–
89,232
97,222
–
97,222
189,047
(6,943)
182,104
178,206
(6,543)
171,663
34.3. 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.
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 table below 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 consolidated balance sheet date. The contractual maturity is based on the earliest
date on which the Group may be required to pay.The total contractual cash flows are as follows:
2024
<6
months
£’000
6 – 12
months
£’000
1 – 3
years
£’000
3 – 5
years
£’000
5 – 10
years
£’000
>10
years
£’000
Total
contractual
cash flow
£’000
Loans and borrowings1
8,568
8,710
304,741
–
–
–
322,019
Trade payables and accruals
27,108
–
–
–
–
–
27,108
Contingent consideration
50,314
149
20,923
–
–
–
71,386
Lease liabilities
4,460
4,088
15,484
12,467
17,846
8,200
62,545
Total
90,450
12,947
341,148
12,467
17,846
8,200
483,058
2023
<6
months
£’000
6 – 12
months
£’000
1 – 3
years
£’000
3 – 5
years
£’000
5 – 10
years
£’000
>10
years
£’000
Total
contractual
cash flow
£’000
Loans and borrowings1
7,292
7,372
253,457
–
–
–
268,121
Trade and other payables
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
1 This includes the future interest payments not yet accrued and the repayment of capital upon maturity.
165 JTC Annual Report 2024
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GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
35. Capital management
35.1. 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 25
for loans and borrowings and note 31 for share capital. For the Group’s risk management and strategy
regarding interest rate and foreign exchange risk, see note 34.1.
35.2. Loan covenants
The Group has bank loans that 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 the 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 (this 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 (this 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 the Board is satisfied
that there is sufficient headroom in our banking covenants.
35.3. Capital adequacy
Individual regulated entities within the Group are subject to regulatory requirements to maintain adequate
capital and liquidity to meet local requirements; all are monitored regularly to ensure compliance. There have
been no breaches of applicable regulatory requirements during the reporting period.
36. Cash flow information
36.1. Cash generated from operations
2024
£’000
2023
£’000
Profit from operating activities
18,941
52,650
Adjustments:
Depreciation of right-of-use assets
7,461
5,844
Depreciation of property, plant and equipment
2,583
2,418
Amortisation of intangible assets and assets recognised from costs to obtain or fulfil
a contract
20,075
16,878
Share-based payments
2,480
2,716
EIP share-based payments
34,506
–
Share of (profit)/loss of equity-accounted investee
(430)
15
Operating cash flows before movements in working capital
85,616
80,521
Net changes in working capital:
(Increase)/decrease in receivables
(15,306)
164
Increase in payables
13,400
4,040
Cash generated from operations
83,710
84,725
36.2. Non-underlying items within cash generated from operations
2024
£’000
2023
£’000
Cash generated from operations
83,710
84,725
Non-underlying items:
Acquisition and integration costs
14,810
5,799
Office start-ups
585
612
Other
177
44
Total non-underlying items within cash generated from operations
15,572
6,455
Underlying cash generated from operations
99,282
91,180
166 JTC Annual Report 2024
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GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
36. Cash flow information CONTINUED
36.3. Financing activities
Changes in liabilities arising from financing activities:
Lease
liabilities
<1 year
£’000
Lease
liabilities
> 1 year
£’000
Borrowings
<1 year
£’000
Borrowings
> 1 year
£’000
Total
£’000
At 1 January 2023
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 movements1
1,299
2,574
–
(1,091)
2,782
At 31 December 2023
6,117
37,924
–
220,531
264,572
Cash flows:
Acquired on acquisition
9
1,096
–
–
1,105
Drawdowns
–
–
–
49,187
49,187
Repayments
(122)
(8,427)
–
–
(8,549)
Other non–cash movements1
678
14,054
–
1,834
16,564
At 31 December 2024
6,682
44,647
–
271,552
322,879
1 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.
36.4. Net debt
2024
£’000
2023
£’000
Bank loans
271,552
220,531
Cash allocated against regulatory and capital adequacy requirements1
24,535
11,827
Less: cash and cash equivalents
(89,232)
(97,222)
Total net debt
206,855
135,136
1 Represents the minimum cash balance to be held to meet regulatory capital requirements.
167 JTC Annual Report 2024
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
37. 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 2024 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 2), with the interest attributed in full to the
Company and no minority interest recognised. Please see specific comments below the table.
Name of subsidiary
Country of
incorporation and
place of business
Activity
%
holding
JTC Group Holdings Limited
Jersey
Holding
100
JTC Group Limited
Jersey
Head office
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
BVI
Trading
100
FFP (BVI) Limited1
BVI
Trading
100
JTC (Cayman) Limited
Cayman Islands
Trading
100
JTC Fund Services (Cayman) Ltd
Cayman Islands
Trading
100
FFP (Holdings) Limited1
Cayman Islands
Trading
100
FFP (Cayman) Limited1
Cayman Islands
Trading
100
FFP Limited1
Cayman Islands
Trading
100
JTC Corporate Services (DIFC) Limited
Dubai
Trading
100
JTC (Deutschland) GmbH1
Germany
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 Share Plan Trustees (Guernsey) Limited
(formerly Buck Trustees (Guernsey) Ltd)1
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
Name of subsidiary
Country of
incorporation and
place of business
Activity
%
holding
INDOS Financial (Ireland) Limited
Ireland
Trading
100
JTC Trustees (IOM) Limited
IoM
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
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
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 GAS UK LLP (formerly Blackheath Capital Management LLP)1
UK
Trading
100
Hanway Advisory Limited1
UK
Trading
100
Employer Solutions (UK) Limited
UK
Trading
100
JTC USA Holdings, Inc.
US
Trading
100
JTC Miami Corporation2
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
168 JTC Annual Report 2024
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FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024 CONTINUED
Name of subsidiary
Country of
incorporation and
place of business
Activity
%
holding
JTC Trust Company (Delaware) Limited
US
Trading
100
TC3 Group Holding, LLC
US
Holding
100
South Dakota Trust Company, LLC
US
Trading
100
JTC Trustees (Delaware) LLC (formerly First Republic Trust Company
of Delaware, LLC)1
US
Trading
100
1 These entities were either incorporated or acquired during the year.
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 that 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 the 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.
38. 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.
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:
2024
£’000
2023
£’000
Salaries and other short-term employee benefits
3,377
3,136
Post-employment and other long-term benefits
121
119
Share-based payments
1,836
1,624
EIP share-based payments
309
–
Total payments
5,643
4,879
39.2. Other related party transactions
The Group’s associate, KIG (see note 24), has provided £1.1m of services to Group entities during the year
(2023: £0.6m).
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 52 to 59 of the 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 2024.
Items that may be impacted by climate-related risks and that were considered by Management were the
recoverability of trade receivables (see note 18) and the cash flow forecasts used in the impairment
assessments of goodwill (see note 16).
Whilst Management consider that 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 the regular assessment
of risks against judgements and estimates when preparing the consolidated financial statements.
41. Events occurring after the reporting period
There were no material subsequent events to disclose other than those already noted in the consolidated
financial statements.
37. Subsidiaries CONTINUED
169 JTC Annual Report 2024
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GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
ADDITIONAL INFORMATION
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 temporary tax differences.
Additionally, a number of other items relating to the
Group’s acquisition activities including amortisation
of acquired intangible assets, impairment of acquired
intangible assets, amortisation of loan arrangement
fees and unwinding of NPV discounts in relation
to contingent consideration are also removed.
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
BCP
Business Continuity Plan
CFO
Chief Financial Officer
CFT
Combating the Financing of Terrorism
CGU
Cash-generating unit
Citi
Citi Trust
COMPANY
JTC PLC
COO
Chief Operating Officer
COSMOS ERA
Business plan era commencing January 2024
CPF
Counter Proliferation Financing
CPD
Continuing Professional Development
CRO
Chief Risk Officer
CRS
Common Reporting Standards
CSO
Chief Sustainability Officer
CSRD
Corporate Sustainability Reporting Directive
BEIS
UK Government Department for Business, Energy and
Industrial Strategy.
BLACKHEATH
Blackheath Capital Management LLP
BOARD OR PLC BOARD
The Board of JTC PLC
BRA
Business Risk Assessment
BREEAM
Building Research Establishment Environmental
Assessment Methodology
BUCK
The Buck UK and European share plan administration
and trustee businesses
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
DBSP
Deferred Bonus Share Plan
DEI
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
EIP
JTC PLC Employee Incentive Plan
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
170 JTC Annual Report 2024
STRATEGIC REPORT
GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
ADDITIONAL INFORMATION CONTINUED
FFP
FFP (Holdings) Limited and subsidiaries
FRC Code
UK Corporate Governance Code
FRTC or FRTC-DE
First Republic Trust Company of Delaware
FRC
Financial Reporting Council
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 gas
GROUP
The Company and its subsidiaries
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
M&A
Merger and acquisition
MALBEC ERA
Business plan era spanning 2012 to 2017
MANAGEMENT
The Directors of JTC Group Holdings Limited
MEEM
Multi-period excess earnings method financial
valuation model
MHFA
Mental Health First Aider
NED
Non-Executive Director
GRC
Governance, Risk and Compliance
H1
First six months of year
Hanway
Hanway Advisory Limited
HNW
High net worth
IA
Internal Audit
IAS
International Accounting Standards
ICS
Institutional Client Services
ISAE
International Standard on Assurance Engagements
ISC
Issued Share Capital
IFRS
International Financial Reporting Standards as
adopted by the European Union
INDOS
INDOS Financial Limited
IPO
Initial Public Offering
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
Northpoint
A new practice area providing a range of highly
specialised and expert services across the full
spectrum of governance.
NPV
Net present value
NYPTC
New York Private Trust Company
ODYSSEY ERA
Business plan era spanning 2018 to 2020
171 JTC Annual Report 2024
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GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
ADDITIONAL INFORMATION CONTINUED
OECD
Organisation for Economic Co-operation
and Development
PCS
Private Client Services
PE
Private Equity
PERFORM
perfORM Due Diligence Services Limited
PDP
Personal Development Plan
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)
RFd
Request for development
SONIA
Sterling Overnight Interbank Average Rate
STEP
Society of Trust and Estate Practitioners
TCFD
Task Force on Climate-related Financial Disclosures
TSR
Total Shareholder Return
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
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
Return on invested capital
ROW
Rest of the World
SALI
SALI Fund Management, LLC and SALI GP Holdings,
LLC
SASB
Sustainability Accounting Standards Board
SDTC
TC3 Group Holdings LLC and its subsidiaries, including
South Dakota Trust Company LLC
SEGUE
Segue Partners LLC
sfdr
Sustainable Finance Disclosure Regulation
SHAREHOLDER
Any holder of Ordinary shares at any time
SHARES
The Ordinary shares in the capital of the Company
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
VIU
Value in use
WACC
Weighted average cost of capital
YOY
Year on Year
172 JTC Annual Report 2024
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GOVERNANCE REPORT
FINANCIAL STATEMENTS
ADDITIONAL INFORMATION
Design and production
www.luminous.co.uk
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balanced by The Woodlands Trust.
Blackdog Digital is a carbon neutral
company and is committed to all round
excellence and improved environmental
performance is an important part of our
‘Go Green’ strategy.
Luminous are certified in using
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Annual Report. This support will
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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
www.woodlandtrust.org.uk
Investor Relations Information
J T C H O U S E
2 8 E S P L A N A D E
S T H E L I E R
J E R S E Y
J E 2 3 Q A
C H A N N E L I S L A N D S
J T C G R O U P. C O M