Corporate Governance

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 & Risk Committee was renamed the “Audit Committee” and the Terms of Reference, including the scope of responsibilities of the Audit Committee, amended appropriately.

• AUDIT COMMITTEE

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.

• REMUNERATION COMMITTEE

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.

• NOMINATION COMMITTEE

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.

• GOVERNANCE AND RISK COMMITTEE

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 well-being 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 & 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.

• 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.