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 Erika Schraner. 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.