TIDMJLT
RNS Number : 6896I
Jardine Lloyd Thompson Group PLC
23 March 2018
23 March 2018
Jardine Lloyd Thompson Group PLC (the "Company")
Annual Report and Financial Statements 2017 and Notice of Annual
General Meeting 2018
Further to the release of its Preliminary Results Announcement
on 28 February 2018, the Company announces that it has today
published its Annual Report and Financial Statements for the year
ended 31 December 2017. In addition, the Company announces that its
Notice of Annual General Meeting 2018 has been sent to
shareholders. The Annual General Meeting will be held at The St
Botolph Building, 138 Houndsditch, London EC3A 7AW at 12 noon on
Tuesday, 1 May 2018.
The Company's Annual Report and Financial Statements 2017 and
the Notice of Annual General Meeting 2018 can be viewed on the
Company's website www.jlt.com/investors.
In accordance with Listing Rule 9.6.1R, copies of the following
documents have been submitted to the National Storage Mechanism and
will shortly be available for inspection at
www.morningstar.co.uk/uk/nsm:
-- Annual Report & Financial Statements for the year ended 31 December 2017;
-- Notice of Annual General Meeting 2018; and
-- Proxy Form for the Annual General Meeting 2018.
The Company's preliminary consolidated financial information;
information on important events that occurred during the year, and
their impact on the financial statements; and details of related
parties transactions that took place in the year were included in
the Company's Preliminary Results Announcement made on 28 February
2018. That information, together with the information set out
below, which is extracted from the Annual Report and Financial
Statements 2017, constitute regulated information, which is to be
communicated to the media in full unedited text through a
Regulatory Information Service in accordance with the FCA's
Disclosure Guidance and Transparency Rules ("DTR"), Rule 6.3.5R.
This announcement is not a substitute for reading the full Annual
Report and Financial Statements 2017. Page and note references in
the text below refer to page numbers and references in the Annual
Report and Financial Statements 2017. To view the Preliminary
Results Announcement, visit the Company's website
www.jlt.com/investors.
Enquiries: Darren Lennark
Group Company Secretary
Jardine Lloyd Thompson Group PLC
138 Houndsditch
London
EC3A 7AW
Telephone: +44 (0)20 7528 4444
LEI Number: 213800XRWB6SDDCZZ434
PRINCIPAL RISKS & UNCERTAINTIES
The principal risks faced by the Group are summarised in the
table below.
Risks Nature of Risk Mitigation
----------------------- ------------------------------------------------------------ ------------------------------------------------------------
STRATEGIC RISKS
---------------------------------------------------------------------------------------------------------------------------------------------------
Economic Instability JLT's business is driven more by economic
activity and growth than by (re)insurance * Global business operations diversified across a broad
market rates, since greater levels of range of territories and industry sectors.
corporate activity generally drive greater
demand for the Group's services. There
is a risk that economic instability reduces * Well funded balance sheet and access to liquidity.
client demand.
* Annual strategy review at Board and Group Executive
Committee.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
Strategy & Strategy: there are risks to the Company's
Change Management strategic plan arising from changes in * Annual strategy review by the Board and the Group
the external environment, such as markets Executive Committee.
(e.g. consolidation), customer behaviour
(e.g. disintermediation), technology
(e.g. disruptive technologies) and political * Formal three year strategic planning process for
developments such as Brexit, as well every business revised annually, which includes
as risks arising from acquisitions, strategic consideration of material risks to the business plan.
change initiatives and the execution
of the Company's strategy.
* Acquisition due diligence and risk assessment
processes.
* Brexit - Investments made to strengthen operations in
Europe to reduce potential impact on serving clients
and the access to markets in the EU.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
Change management: JLT is an agile organisation
that seeks to ensure it maximises opportunities * Programme governance over strategic change
for the benefit of clients and other initiatives.
stakeholders, and is well controlled
and resilient. There is a risk that the
appetite of the Group for change exceeds
its capability and capacity to deliver
and absorb change(s) effectively.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
Reputation JLT recognises the strategic importance
and value * Formal recruitment processes and employee vetting.
of its reputation and takes a wide range
of measures to protect it. Damage to
reputation can potentially occur as a * Client & third party due diligence and governance.
result of any principal risk crystallising.
At a macro level there is a risk of reputational
impact arising from the conduct of employees * Sanctions/anti money laundering screening.
and parties we work with in the course
of our business, falling outside of our
values, policies and expectations. * Market security due diligence.
* Group Procurement function with supplier screening
process.
* Group crisis management team, plan, reputational
management plan and public relations agency.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
OPERATIONS RISKS
---------------------------------------------------------------------------------------------------------------------------------------------------
Business Loss of physical site: the Group operates
Interruption from over * Dedicated Group Business Continuity Management
100 offices in 41 territories across function that provides oversight of plans and
the world, with a number of key strategically solutions, and co-ordinates responses to events.
important sites. There is a risk of a
business interruption due to a large,
unexpected incident. * Detailed Group Business Continuity policy and
procedures for each business unit.
* Regular independent review and testing of business
continuity plans.
--------------------- --------------------------------------------------------------
Loss of IT: The Group is reliant on the
ability to process * Group Procurement function with supplier screening
its transactions on behalf of its clients. process.
Risks arise from non-performance or failure
of IT, whether in-house or from an outsourcing
provider/IT supplier, malicious act and/or * Formal contracts and service level agreements in
cyber-crime, and internal operational place with all outsourcing providers or IT suppliers.
issues.
* Dedicated IT Security function.
* Monitoring of compliance with Group IT Security
policy and service level agreements.
* Regular IT disaster recovery plan testing by each
business unit.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
PEOPLE RISKS
---------------------------------------------------------------------------------------------------------------------------------------------------
Loss of Key The Group's principal asset is its people;
Staff/ Teams there is a risk that the organisation * Distinctive entrepreneurial, collaborative and team
may not be able to attract and oriented culture and environment.
retain market leading talent.
* Effective staff reward and retention strategies.
* Effective staff appraisal and development programmes.
* Succession planning processes.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
IT RISKS
---------------------------------------------------------------------------------------------------------------------------------------------------
Information Intermediaries and pension administrators
Security & process and retain confidential data * Risk based monitoring and reviews performed by Group
Cyber in the normal course of business. Risks Information Security and Group Internal Audit.
relate to loss of customer records or
breach of confidentiality due to inadequate
security and other * Regular reporting to business Audit and Risk
key controls. Committees.
* IT platform security - Data Loss Prevention tools and
processes, firewall, identity and access management,
network access controls, network and security event
monitoring, penetration testing, and server
maintenance.
* Mobile device encryption; restrictions on USB devices
and access to personal email.
* Non-Technical and Technical Group Information
Security policies and standards and all staff
training.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
LEGAL AND COMPLIANCE RISKS
---------------------------------------------------------------------------------------------------------------------------------------------------
Data Privacy Risks arising from non-compliance with
or misinterpretation of local or international * Group-wide information classification schema. Regular
data privacy regulation/legislation. reviews of highly confidential data and corresponding
controls and protections.
* Group Data Protection policy and training for all
staff.
* Data loss prevention tools and processes.
* Mobile device encryption; restrictions on USB device,
and access to personal email.
* Records Management policy including retention and
archiving.
* Technical Group IT Security policies and standards.
* Formal General Data Protection Regulation (GDPR)
implementation programme.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
E&O claims Intermediaries run a risk of incurring
a loss if the operating procedures in * Common operating procedures and compliance policy in
place across the Group in relation to each business.
market security, placement and claims
are not complied with or alleged negligence/breach
of contract in the provision of services/advice * Staff training in errors and omissions avoidance.
becomes apparent.
* Central and regional risk and compliance monitoring.
* Strong procedural and systems controls.
* Quality assurance programmes.
* Professional indemnity insurance programme.
* Market security processes, monitoring and Insurer
Impairment Plan.
* A global policy of proportionate liability capping
wherever practicable.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
Litigation Litigation risk can arise from a number
(Non E&O litigation) of different sources such as: * Dedicated Legal and M&A function with oversight
* M&A litigation (e.g. breach of Sale & Purchase responsibilities.
Agreement);
* Staff training in HR policies and procedures.
* breach of employment law; and
* Formal recruitment processes based upon HR and legal
* tortious liability arising from the recruitment of advice.
individuals.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
Competition/ Engagement in anti-competitive/anti-trust
Anti-trust practices could result in infringement * Group Competition Risk policy.
of competition/anti-trust laws and regulations.
* Staff training and awareness in competition laws and
regulations.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
Bribery and Risks relating to the engagement in corrupt
Corruption practices could result in a breach of * Group Anti-bribery & Corruption policies (including
bribery & corruption legislation and Gift and Entertainment and Third Party Payments &
regulation. Approvals policies).
* Client & third party due diligence and governance.
* Staff training and awareness in anti-bribery and
corruption laws and regulations.
* Segregation of duties.
* Operating Procedures manuals.
* System and payment controls.
* Group Financial Crime team oversight.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
Regulatory The Group's footprint brings with it
an increasingly complex regulatory landscape * Dedicated first and second line of defence compliance
to be anticipated and managed. There functions.
is a risk that JLT may fail to take into
consideration the requirements leading
to legal and/or regulatory breach. * Group Compliance policies and staff training
Risk can also arise from a regulator programmes on regulatory topics.
conducting a review
of past business activities which causes
it to revise its view of the product/proposition * Regulatory monitoring programmes.
and could result in regulatory sanction,
fines and remediation costs.
* Quality Assurance programmes.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
Sanctions As a global company supporting international
clients, brokers run the risk of engaging * Group Sanctions policy.
with sanctioned territories and/or individuals/entities
which could give
rise to a breach in sanctions/export * Systems screening and sweeping.
control orders.
* Staff training and awareness on sanctions risk and
compliance obligations.
* Operating Procedures manuals.
* System controls.
* Group Financial Crime team oversight.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
FINANCIAL
RISKS
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
Liquidity/Financing Risk that the Group is not able to meet
its obligations when they fall due, or * Multiple banking facilities.
can do so only at excessive cost.
This risk may occur through:
* lack of undrawn credit facilities. * Cash management processes.
* inability to obtain financing, including refinancing * Financial planning and forecasting.
at maturity.
* Group Cash Management policy & process.
* breach of debt covenants.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
Foreign Exchange The Group has foreign exchange exposures
to: * Prudent management of transactional currency
* risk arising from the need to convert currencies into exposures through a structured hedging programme.
GBP for reporting purposes; and
* Regular review and sensitivity analysis of currency
* risk arising from revenues and costs being translation impacts to financial reports.
denominated in different currencies.
* Centralised hedging of material transactional
exposures.
* Reporting and auditing of hedging and exposures.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
Counterparty Counterparty risk can arise for JLT from
two key sources: * Board approved Investment and Counterparty policy to
* Banks: risk of loss of own cash, fiduciary funds, limit the concentration of funds and exposure with
investments & deposits, derivative assets & trade any one counterparty.
receivables as a result of bank failure.
* Defined Cash and Investments policy.
* Active management and monitoring of counterparty
limits, financial strength and credit profile of key
counterparties.
* Regular review by Board and Audit & Risk Committee of
counterparty limits, ratings, credit default swap
spread rates, utilisation levels and compliance with
applicable regulation.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
* (Re)Insurers: JLT owes a duty of care to place * Market security due diligence.
clients' business with security, which may reasonably
be regarded as being sufficiently sound financially
to meet potential claims as they may fall due. In the * Group Market Security team.
event of insurer impairment, this could result in
client detriment and damage to the broker/client
relationship(s). Also, in the event of JLT having * Insurer Impairment Plan.
been adjudicated not to have exercised reasonable
endeavours to mitigate this risk, it could result in
an E&O claim.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
Defined Benefit Risk of adverse financial impact as a
Scheme liabilities consequence of increase in the Defined * Appropriate scheme investment strategy and
Benefit Pension Scheme deficit. diversification.
* Triennial actuarial valuations and regular trustee
funding updates.
* Agreed deficit funding plan.
* Regular review of long term de-risking strategy.
* Regular scheme membership data verification.
* Effective independent trustee governance.
* Regular review of employer covenant.
* Regular monitoring and reporting of scheme asset
performance and liability positions.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
Interest Rate Risk of volatility of earnings and cash
flows arising * Group Treasury management of cash balances.
from exposure to movements in interest
rates. This may also impact the Defined
Benefit Pension Scheme assets and liabilities. * Interest rate hedging programme.
* Financial planning and forecasting.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
Financial The risk of inaccurate accounting and
Reporting reporting, internally and externally. * Group Accounting policy.
* Attestation process for financial reporting.
* Financial reporting policy and procedures.
* Internal and external audit of financial controls and
reports.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
Fraud Risks relating to the theft or misuse
of JLT and * Group Treasury policy, procedures & controls.
client monies.
* IT system access management and restrictions.
* Segregation of duties.
* Segregation of client and company funds.
* Whistleblowing policy and hotline.
* Financial Crime team.
--------------------- -------------------------------------------------------------- ------------------------------------------------------------
STATEMENT OF DIRECTORS' RESPONSIBILITIES
In compliance with DTR 4.1.2.R, the Annual Report and Financial
Statements 2017 contains a Directors' responsibility statement.
This is reproduced below in line with DTR 6.3.5R. The statement
relates to and is extracted from the Annual Report and Financial
Statements 2017 and does not attach to the extracted information
presented in this announcement or the Preliminary Results
Announcement released on 28 February 2018.
The Directors are responsible for preparing the Annual Report,
the Directors' Remuneration Report and the financial statements in
accordance with applicable law and regulations. Company law
requires the Directors to prepare financial statements for each
financial year. Under that law, the Directors have prepared the
Group financial statements in accordance with International
Financial Reporting Standards (IFRSs), as adopted by the European
Union, and the parent Company financial statements in accordance
with United Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards and applicable law).
Under company law, the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and the Company, and of
the profit or loss of the Group and the Company for that
period.
In preparing these financial statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether applicable IFRSs as adopted by the European
Union have been followed for the group financial statements, and
United Kingdom Accounting Standards, comprising FRS 101, have been
followed for the Company financial statements, subject to any
material departures disclosed and explained in the financial
statements; and
-- prepare the financial statements on a going concern basis,
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose, with reasonable accuracy at any time,
the financial position of the Company and the Group, and enable
them to ensure that the financial statements and the Directors'
Remuneration Report comply with the Companies Act 2006 and, as
regards the Group financial statements, Article 4 of the IAS
Regulation. They are also responsible for safeguarding the assets
of the Company and the Group and, hence, for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
The Directors consider that the Annual Report and Financial
Statements, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess
the Company's position, performance, business model and strategy.
Each of the Directors whose names and functions are listed on pages
58 and 59 confirms that, to the best of their knowledge:
-- the Company financial statements, which have been prepared in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 101
"Reduced Disclosure Framework", and applicable law), give a true
and fair view of the assets, liabilities, financial position and
profit of the Company;
-- the Group financial statements, which have been prepared in
accordance with IFRSs as adopted by the EU, give a true and fair
view of the assets, liabilities, financial position and profit of
the Group; and
-- the Strategic Report, contained in pages 2 to 55 of the
Annual Report, includes a fair review of the development and
performance of the business and the position of the Group, together
with a description of the principal risks and uncertainties that it
faces.
[ends]
This information is provided by RNS
The company news service from the London Stock Exchange
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