Corporate Governance

Directors and the Board

The Board

During the financial year, the Board consisted of eight directors, two of whom are Executive Directors and six of whom are NonExecutive Directors. The Board has a schedule of regular meetings, normally between six and eight per year, with any additional meetings convened as and when required. The Board is collectively responsible for the long-term success of the Company. This is achieved by setting the overall corporate strategy, approving detailed business plans, and overseeing delivery of objectives by continually monitoring performance against those plans. The Board establishes the culture, standards and values of the Company. The Board oversees the management of risk, monitors financial performance and reporting and ensures that appropriate and effective succession planning and remuneration policies are in place. The Chair is responsible for leadership of the Board and ensuring its effectiveness in all aspects of its role. The Non-Executive Directors constructively challenge and help develop proposals on strategy, bringing strong independent judgement, knowledge and experience to the Board’s deliberations. The Board has Audit and Risk, Nomination and Remuneration Committees in place; the terms of reference of the Committees are available on request from the Company Secretary. Whilst maintaining oversight at regular meetings of the Board, the day-to-day operation of the Company has been delegated to the Executive Directors. The Board is supplied with a sufficient level of regular, detailed and timely management information to allow it to discharge its functions efficiently.

Meetings and Committee Membership

The table below sets out the number of Board and Board Committee meetings held and attended during the financial year:

Director Independence

The Board considers all of the Non-Executive Directors to be independent in character and judgement. In determining independence, the Board considers the specific circumstances of each Director. The Board has concluded that Joe Moynihan, Mark Shuttleworth, Angus Flett and Louise Easterbrook shall be deemed independent, with Joe Moynihan adopting the role of Senior Independent Director with effect from 6 October 2022. Meriel Lenfestey, as Chair of the Company for the year ended 31 December 2022, was considered independent on appointment and, is not subject to the independence test thereafter.

Performance Evaluation

In order to ensure that the Board continues to operate effectively, the Board and its Committees carry out an assessment of performance across key areas. The results of the performance assessments and appraisals are fed back to the Board as a whole (as appropriate) and action taken accordingly. Please see the Board Effectiveness section of this annual report for further details.

Other Significant Commitments

Under the terms of engagement for each Non-Executive Director, an indication of required hours is agreed that should enable the Non-Executive Directors to discharge their duties to the Company. The level of commitment to the Company has not been impinged by other significant commitments for any of the Non-Executive Directors.

Reappointment

The Company has adopted a policy of requiring all Directors to seek re-election on an annual basis. Directors appointed to fill a casual vacancy must seek formal appointment by the shareholders at the next Annual General Meeting (“AGM”).

Stakeholder Engagement

The long-term sustainable success of the Company’s business is dependent on its engagement and the support it receives from key stakeholders. Building positive relationships with stakeholders that share the Company’s purpose and values is important and working towards shared goals assists the Company in delivering long-term sustainable success.

The Board considers the following factors when dealing with matters at Board meetings:

• The likely consequences of any decision in the long term for JT;

• The interests of JT’s employees;

• The need to foster business relationships with suppliers, customers and other parties connected with JT;

• The impact of JT’s operations on the community and the environment; and

• The desirability of JT maintaining a reputation for high standards of business conduct.

As part of the Board appraisal process, JT reaches out to key stakeholders.

Workforce Engagement

The Board has regular contact with its workforce. The adopted approach to workforce engagement is on an informal basis, with round-table style meetings taking place on an ad-hoc basis, when the need to consult on specific topics arises. Output from such meetings is reported back to the Board as necessary. All Board members have attended at least one all hands briefing.

Relations with the Shareholder

While the Company is wholly owned by the States of Jersey, under the terms of Article 32(6) of the Telecommunications (Jersey) Law 2002, the Minister for Treasury & Resources (the “Minister”) is charged as its representative in matters related to its shareholding in the Company. Limitations on the powers of the Minister, which relate principally to share ownership matters, are set out in that same Article. In order to ensure an appropriate accountability framework, a Memorandum of Understanding exists between the Company and the Minister, and that Memorandum of Understanding recognises the obligation that the directors have in regard to cooperating at all times in the best interests of the Company. A new Memorandum of Understanding was agreed and signed during the financial year.

The Company is in regular contact with its shareholder with whom the company meets at least four times a year. The Company uses events such as the Annual General Meeting to interact with and hear the views of the shareholder. Due notice of the AGM stating the business of the meeting is circulated to the shareholder in advance of the meeting in accordance with Companies (Jersey) Law, 1991, as amended.

Internal Controls

The Board is responsible for ensuring that there are effective systems of internal control in place to reduce the risk of misstatement or loss, and to ensure that the Company is operationally and financially resilient, with the Company’s strategic business objectives met. These systems are designed to manage and mitigate (rather than to eliminate) the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

The Company has identified the principal risks that could impact on its objectives, and the areas of focus to manage these risks along with key controls and mitigating factors. The Company’s principal risks are set out on p16.

The Company has developed and adopted corporate and operational risk registers detailing and grading the significant risks faced by the Company. Alongside the register is a process through which the significant risks faced by the business are identified and evaluated on a regular basis and the controls operating over those risks are assessed to ensure that they are adequate.

The process of risk assessment and reviewing the effectiveness of the systems of internal control is regularly reviewed by the Audit & Risk Committee, in accordance with FRC’s ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting’ and has been in place for the whole of the year, up to and including the date on which the financial statements were approved.

Controls adopted by the Board (or its committees) to ensure the effectiveness of the systems of internal control include the following:

• The review of the corporate and operational risk and control registers maintained and updated by the Company and of the status of any actions arising from their regular review.

• The receipt of confirmation from Senior Management of the proper operation of controls throughout the period of the review.

• Review and approve the terms of reference of committees.

• The review and approval during the year of the schedule of matters specifically reserved for its attention.

• The review of reports received from the Audit & Risk Committee concerning the findings of the external auditors on the financial statements of the Company and the systems of internal control.

• Agreeing the internal audit plan with management and the internal auditors (PwC) as well as reviewing the outputs from internal audits carried out by PwC.