Investors
Corporate Governance
Governance at a Glance
The Board navigates the challenges of an ever-evolving market landscape, driving forward our strategic growth objectives, enhancing ESG commitments and pioneering digital transformation — underscoring our reputation as a FTSE 250 leader.
Board Gender Diversity
Shareholder Engagements
Compliance With the Code*
Audit, Remuneration and Nomination Committees
As envisaged by the UK Corporate Governance Code, the Board has established Audit, Remuneration and Nomination Committees. The UK Corporate Governance Code requires that the Audit Committee and Remuneration Committee should each have at least three independent non-executive directors and that the Nomination Committee should have at least three directors, a majority of which should be independent non-executive directors.
Governance and Risk Committee
On 9 December 2022, the Company announced the formation of a stand-alone Governance and Risk Committee of the Board. The Governance and Risk Committee comprises all of the independent non-executive directors. As a result of the formation of the Governance and Risk Committee, the existing Audit and Risk Committee was renamed the ‘Audit Committee’ and the Terms of Reference, including the scope of responsibilities of the Audit Committee, amended appropriately.
Our Committees
The Audit Committee comprises the four independent non-executive directors and is chaired by Dermot Mathias.
The Audit Committee will normally meet at least three times a year at the appropriate times in the reporting cycle. The audit cycle and the external auditor, the Chief Financial Officer and Group Finance Director are all 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 the Company’s system of internal controls and risk management, reviewing and approving various formal reporting requirements.
The Terms of Reference of the Audit 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 Committee covered in the Terms of Reference are: financial reporting, narrative reporting, risk management systems and internal controls, internal audit, external audit, whistleblowing, fraud and engagement with shareholders. The Terms of Reference also set out the authority of the Committee to carry out its duties.
12/08/2022
The Remuneration Committee comprises the four independent non-executive directors and the Non-Executive Chairman and is chaired by Michael Gray.
The Remuneration Committee, which meets 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.
12/08/2022
The Nomination Committee comprises the four independent non-executive directors, the Non-Executive Chairman and the Chief Operating Officer and is chaired by Erika Schraner. The Nomination Committee meets 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.
12/08/2022
The Governance and Risk Committee comprises the three independent non-executive directors and is chaired by Dermot Mathias. The Committee meets at least four times a year at appropriate times in the reporting cycle. the Chief Risk Officer, head of internal audit and external audit lead partner will be invited to attend and address meetings of the Committee on a regular basis, and other non-members may be invited to attend all or part of any meetings as and when appropriate.
The Board of Directors of the Company believes that sound corporate governance practices are essential to the wellbeing of the Company and the promotion and protection of its shareholders’ interests. The Board oversees the functioning of JTC’s governance framework, in part, through the work of the Governance and Risk Committee. The Governance and Risk Committee is responsible for assisting the Board in its oversight of risk, including the ongoing monitoring, management and mitigation of principal and emerging risks, and advising the Board on the Group’s overall risk appetite, tolerance and strategy.
The Terms of Reference set out the duties and authority of the Committee to carry out its duties.
12/08/2022
Our Policies
JTC is dedicated to maintaining the highest standards of corporate governance. We continually review and refine our policies to ensure they remain effective and aligned with best practices.
How the Board Engages With Our Stakeholders
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 life-cycle 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.
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.
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.
Regulated by
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.
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.
Modern Anti-Slavery and Human Trafficking Statement
The Group is committed to displaying integrity in regard to all aspects of its business operations, including respecting human rights. JTC recognises that modern slavery is a crime and a violation of fundamental human rights, and we are committed to acting ethically and operating with integrity in regard to all aspects of our business.
This statement is made on behalf of JTC PLC and other Group companies pursuant to the Modern Slavery Act 2015, and sets out the steps that we have taken during the financial year ended 31 December 2024 and continue to take, to prevent modern slavery from taking place in our supply chain or within our business.
This Modern Slavery Statement has been approved by the JTC PLC Board of Directors on 4 December 2024 and covers all companies within and associated with the JTC Group of companies (JTC) for the financial year ended 31 December 2024.
31/12/2024
Meet Our Board
Learn more about the Board of Directors who guide JTC’s strategy, ensuring sustained growth and stakeholder value.
Subscribe to Receive Our Updates
Sign up to receive the latest financial news and announcements from JTC in your inbox.
Learn More
Discover how we create sustainable growth and value for all our stakeholders. Please get in touch with our team if you have any specific questions.