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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.

Important Notice

Due to legal restrictions, the contents of the following web pages may not be accessed by persons who are located in the United States, Canada, Australia, Japan, New Zealand, Switzerland or South Africa, except as described below.

The information contained on this section of the website is not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. The shares have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act), or with any other securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable states securities laws. Nor does the information contained on this section of the website constitute an offer of, or an invitation to buy, securities in any jurisdiction in which such offer or invitation is not authorised or to any person to whom it is unlawful to make such an offer or invitation. There will be no public offering of such securities in the United States.

The content contained on this section of the website has not been prepared for delivery and review by a person that is resident of or otherwise subject to the laws of Canada or is considering the purchase of any ordinary shares for a principal who is a resident of Canada or otherwise subject to the laws of Canada, may not be and must not be acted on or relied on by any such person and shall not be treated as an offer to any such person to purchase any ordinary shares of JTC plc (the Company).

While the Company has taken reasonable care to ensure that the information on this website (other than information accessed by hyperlink) is accurate at the time of last revision of the website, the Company accepts no liability for the accuracy or completeness or use of, nor any liability to update, the information contained on this website. It should not be construed as the giving of advice or the making of a recommendation and should not be relied on as the basis for any decision or action. In particular, actual results and developments may be materially different from any forecast, forward-looking statement, opinion or expectation expressed on this website.

None of the information contained on the following pages nor any copy thereof may be taken or transmitted in or into the United States or distributed, directly or indirectly, in or into the United States to persons present in the United States. Further, the information contained on the following pages and any copy thereof may not be distributed, directly or indirectly to persons in, or subject to the securities laws of, Canada. Persons subject to Canadian securities laws and persons present in the United States are not permitted to access this section of the website and should exit it immediately.

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