Corporate governance

 

AUDIT AND RISK, REMUNERATION AND NOMINATION COMMITTEES

As envisaged by the UK Corporate Governance Code, the board has established Audit and Risk,

Remuneration and Nomination Committees. The UK Corporate Governance Code requires that the Audit and Risk Committee and Remuneration Committee should each have at least three independent nonexecutive directors and that the Nomination Committee should have at least three directors, a majority of which should be independent non-executive directors.

 

Audit and Risk Committee

The Audit and Risk Committee comprises the three independent non-executive directors, and is chaired by Dermot Mathias.

The Audit and Risk Committee will normally meet at least three times a year at the appropriate times in the reporting and audit cycle and the external auditor, the Chief Finance Officer and the Chief Risk Officer are invited to attend committee meetings on a regular basis. The committee has responsibility for, amongst other things, the monitoring of the financial integrity of the financial statements of the Group and the involvement of the Group’s auditors in that process, together with providing oversight and advice to the Board in relation to current and potential future risk exposures of the Group, reviewing and approving various formal reporting requirements and promoting a risk awareness culture within the Group.

The terms of reference of the Audit and Risk Committee cover such issues as membership and the frequency of meetings, as mentioned above, together with requirements of any quorum for and the right to attend meetings. The duties of the Audit and Risk Committee covered in the terms of reference are: financial reporting, narrative reporting, external audit, risk strategy and policy, compliance, bribery, fraud and risk management function remit. The terms of reference also set out the authority of the committee to carry out its duties.

Remuneration Committee

The Remuneration Committee comprises the three independent non-executive directors, and is chaired by Michael Gray.

The Remuneration Committee, which will meet at least twice a year, has responsibility for the determination of specific remuneration packages for each of the executive directors and certain senior executives of the Group, including pension rights and any compensation payments and recommending and monitoring the level and structure of remuneration for senior management, and the implementation of share option, or other performance-related, schemes.

The terms of reference of the Remuneration Committee cover such issues as membership and frequency of meetings, as mentioned above, together with the requirements for quorum for and the right to attend meetings.

The duties of the Remuneration Committee covered in the terms of reference relate to the following: determining and monitoring policy on and setting level of remuneration, early termination, performance-related pay, pension arrangements, authorising claims for expenses from the chief executive officer and chairman, reporting and disclosure, share schemes and remuneration consultants. The terms of reference also set out the reporting responsibilities and the authority of the committee to carry out its duties.

Nomination Committee

The Nomination Committee comprises the three independent non-executive directors, and is chaired by Michael Gray. The Nomination Committee will meet at least twice a year at appropriate times in the reporting cycle.

The Nomination Committee is responsible for considering and making recommendations to the board in respect of appointments to the board, the board committees and the chairmanship of the board committees. It is also responsible for keeping the structure, size and composition of the board under regular review, and for making recommendations to the board with regard to any changes necessary.

The Nomination Committee also considers succession planning, taking into account the skills and expertise that will be needed on the board in the future.

Modern Anti-Slavery and Human Trafficking Statement

JTC has taken steps to ensure slavery and human trafficking is not taking place in our supply chains or in any part of our business. This statement is in response to Section 54, Part 6 of the Modern Slavery Act 2015 and sets out the steps that the Group has taken and its on-going commitment to this vitally important topic.

Click here to read our latest statement

 

JTC PLC - BOARD

The business address of each of the non-executive directors and executive directors is courtesy of the Company at PO Box 1075, JTC House, 28 Esplanade, St Helier, Jersey, Channel Islands JE4 2QP.

Non-Executive Directors

Michael Liston, OBE

Non-Executive Chairman

Mike is the non-executive Chairman of the Company, having joined the JTC Board as independent non-Executive Director of JTC Group Holdings in 2012. Mike has extensive experience across public and private sector businesses. He was Chief Executive of Jersey Electricity plc between 1993 and 2008, leading the transformative diversification of the business. Mike has since held a number of non-executive roles, including: Chairman of AIM-listed Renewable Energy Generation Ltd; Chairman of AIM-listed KSK Emerging India Fund; and Chairman of Jersey Post. He is a non-executive director of Foresight European Solar GP Ltd and Foresight Solar & Infrastructure VCT plc. Mike was formerly Chairman of The Jersey Appointments Commission, established by the States of Jersey to ensure probity in senior public sector appointments. He is a Fellow of the Royal Academy of Engineering. In 2007, Mike was awarded an OBE for services to the electricity industry and charity. He was elected as a Jurat (Lay Judge) of the Royal Court of Jersey in 2012 retiring from this position in 2017.

 

Dermot Mathias

Independent Senior Non-Executive Director and Audit and Risk Committee Chairman

Dermot is a Chartered Accountant with extensive management, corporate finance and NED experience. A former Senior Partner of BDO LLP and former Chairman of BDO International LLP, the world’s fifth largest accountancy group, he was also the firm’s Head of Corporate Finance. Dermot joined a predecessor firm to BDO in 1973 and was made partner in 1980. After a period in management consultancy he joined the Corporate Finance group where he formed an advisory team and in this capacity led a large number of public and private transactions for major companies including Vodafone, Bank of Scotland, and Travelex. In his role as Chairman of BDO International LLP he was heavily involved in the strategic development and management of the BDO group. Since his retirement from BDO in 2010 Dermot has held a number of non-executive appointments, including non-executive director of Shaftesbury plc, and as a governor of Activate Learning.

Michael Gray

Independent Non-Executive Director, Nomination Committee and Remuneration Committee Chairman

Mike is a Fellow of the Chartered Institute of Bankers (FCIBS), and Associate Member of the Association of Corporate Treasurers (AMCT) and is an IOD qualified Director (Dip IoD). Mike has over 20 years management experience in banking, both with UHNW clients and corporate banking, most recently as the Regional Managing Director, Corporate Banking and Chairman Funds, Financial Institutions UK at RBS International where he was responsible for over 250 staff covering Jersey, Crown Dependencies and British Overseas Territories. In a career spanning 31 years with The Royal Bank of Scotland plc, Mike undertook a variety of roles, including as an auditor for four years, and gained extensive general management and lending experience across a number of industries. Mike utilises his corporate experience across a number of industries, now acting as an adviser to a number of companies with global interests and as a director of various Private Equity Funds. Mike’s current appointments include non-executive director of Jersey Finance Limited, non-executive director and member of the audit committee of GCP Infrastructure Investments Limited (a FTSE 250 Company) and founder and director of MMG Consulting Limited, a consulting advisory firm.

 

 

Executive Directors

Nigel Le Quesne, FCIS

Chief Executive Officer

Nigel is Group Chief Executive Officer of the Company, having joined the Group in 1991 from PriceWaterhouse. He has been the key figure in the development of JTC over the last 25 years. Nigel provides strategic leadership and management for the Group, as well as developing the people he works with. He has extensive trust, fund and corporate administration experience, holding roles from personal trustee through to directorships of private and quoted companies. Nigel is a respected industry figure and was named as one of the top 20 trustees internationally in the Citywealth Leaders List in 2013, 2015, 2016 and 2017. In October 2015, Nigel was ‘Highly Commended’ in the International Director of the Year category at the UK IoD Director of the Year Awards and awarded the Global Director of the Year Award at the IoD Jersey Director of the Year Awards. In 2014, he was recognised as a leading ‘Trustee of the Year’ at the Citywealth Magic Circle Awards. Nigel is a fellow of both the Institute of Chartered Secretaries and Administrators and the Chartered Management Institute. He is also a member of the Society of Trust and Estate Practitioners, Jersey Taxation Society, the Institute of Directors and the Jersey Funds Association.

 

Martin Fotheringham, CA

Chief Financial Officer

As Chief Financial Officer, Martin is responsible for directing the financial strategy, planning and forecasting for the Group. He also ensures that all financial management information and reporting is in line with the strategic and operational objectives of the business. Martin joined JTC in 2015 and has finance experience across multiple sectors. Previously, Martin spent eight years at Moody where, as Group CFO, he helped to see the business through two successful buyouts and a trade sale to Intertek plc (a FTSE 100 Company). Martin had started his career with BDO Binder Hamlyn and subsequently worked with Deloitte, PricewaterhouseCoopers, the Thomson Corporation and Bureau Veritas. Martin is a Chartered Accountant.