Corporate Governance

Annual Evaluation of Committee Performance

The Committee’s activities formed part of the evaluation of Board effectiveness performed in the year.

Remuneration Committee

The aim of the Remuneration Committee is to attract, retain and motivate executive management of the quality required to run the Company successfully without paying more than is necessary, having regard to the views of the shareholder and other stakeholders. The terms of reference of the Remuneration Committee allow it to meet as and when necessary to:

• Review and determine the level of remuneration of the Executive Committee.

• Receive notification of staff remuneration over £150k.

• Review periodically the terms and conditions of employment of the Executive Directors and Senior Management Team.

• Make recommendations to the Board on the Company’s overall framework of salaried staff remuneration and costs.

• Review and make recommendations to the Board concerning the remuneration of the Chairman.

Only members of the Committee have the right to attend Committee meetings. However, other individuals, such as the Chief Executive, Chief Financial Officer and Human Resources Director, plus any external advisers, may be invited to attend for all or part of any meeting, as and when appropriate. No director is allowed to determine their own remuneration.

During the year ended 31 December 2022, there were six formal meetings of the Remuneration Committee, with full attendance at three of those meetings. The Remuneration Committee comprised of Joe Moynihan (Chair), Meriel Lenfestey, Mark Shuttleworth, Angus Flett, Louise Easterbrook (appointed 1 November 2022) and Phil Male (resigned 1 October 2022).

Nomination Committee

During the financial year ended 31 December 2022, the Nomination Committee comprised Meriel Lenfestey (appointed as Chair 1 October 2022), Mark Shuttleworth, Angus Flett, Joe Moynihan, Louise Easterbrook (appointed 1 November 2022) and Phil Male (resigned 1 October 2022). Executive Directors may also attend the meeting by invitation.

There were six formal meetings of the Nomination Committee during 2022, with full attendance at four of those meetings.

The Nomination Committee is primarily responsible for the selection and recommendation to the Board for the appointment of the Company’s Executive and Non-Executive Directors, as and when required. During the year, the Nomination Committee worked closely with the Jersey Appointments Commission to recruit for and appoint a new Chief Executive Officer and a new Chair, which is reflected in the number of meetings held during the year being higher when compared to previous years.

Following rigorous external recruitment processes led by the Jersey Appointments Commission, Daragh McDermott was appointed as Chief Executive Officer with effect from 20 April 2022, and Meriel Lenfestey was appointed as Chair with effect from 1 October 2022.

The other duties of the Nomination Committee include:

• Making recommendations to the Board as to the annual re-election of Directors, whilst giving due regard to their performance and ability to continue to contribute to the Board in light of the knowledge, skills and experience required.

• Reviewing and making recommendations to the Board as to the succession planning for Executive and Non-Executive Directors.

• Regularly reviewing the structure, size and composition, including the balance of skills and attributes required of the Board, compared to its current position and making recommendations to the Board with regard to any changes.

• Keeping under review the leadership needs of the organisation, both Executive and Non-Executive, including succession plans, with a view to ensuring the continued ability of the organisation to operate effectively.

When selecting candidates for potential appointment as a Non-Executive Director, the Nomination Committee evaluates the needs of the Company and identifies the necessary skills and experience required by candidates for consideration. As a matter of policy, the Chair of the Board is not permitted to chair the Committee when it is dealing with the matter of succession to the Chair. The Nomination Committee makes recommendations to the Board, taking into account the performance of the candidates at interview, their skills and experience and their ability to meet the specific needs of the Company. Consideration is given to the use of external recruitment consultants and open advertising in the recruitment process, however, this is weighed against the cost of doing so and the specialist needs of the Company as a Jerseybased telecom provider.

It is the policy of the Board to populate itself with Directors who have a diverse range of skills, attributes and backgrounds, so that collectively the Board is appropriately resourced to discharge its duties effectively and meet the changing needs of the business. A wide range of factors are considered in determining the appropriate composition of the Board, including but not limited to technical expertise, local market knowledge and experience, independence, length of service on the Board and diversity, including age and gender balance.

The Committee recognises the important contribution the Board makes to the long-term sustainable success of the Company. At least annually, the Committee formally considers the structure, size and composition required of the Board in order to meet the current and future needs of the Company. At each Annual General Meeting all of the directors in office retire by rotation and seek re-election.

A rigorous recruitment process is in place for the appointment of Non-Executive Directors to ensure that the policy of the Board to populate itself with directors who have a diverse range of skills and attributes is achieved.

JT Group Limited Directors' report For the year ended 31 December 2022

The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the "Group") consisting of JT Group Limited (referred to hereafter as the "Company") and the entities it controlled at the end of, or during, the year ended 31 December 2022.

Incorporation

The Company was incorporated in Jersey, Channel Islands on 22 October 2002.

Principal activities

The principal activity of the Company and its subsidiaries is the supply of telecommunications services and equipment.

The principal place of the Company’s business is Jersey, Channel Islands.

Going Concern

The Group’s business activities, together with the factors likely to affect its future development, performance and financial position are described in the notes to the consolidated financial statements. Note 30 describes the Group’s policies and processes on financial risk management objectives and capital, provides details of financial instruments and Group’s exposures to risks.

Management has assessed the Group’s financial stability and liquidity over the next 18 months from the reporting year end. The investment in 5G and expected dividend payments have been considered. In addition to the existing £50 million Revolving Credit Facility, the Group has a strong recurring revenue stream and expects inbound and outbound roaming to continue to recover to normal levels following the pandemic. The decrease in cash held as at year end is as a result of the Group investing in a portfolio of securities during the year. The loss making position for the year is due to the fair value adjustment of these investments as a result of market movements and the Group is profit making before these adjustments. A reasonably plausible downside scenario to 31 December 2024 has been modelled and applies a reduction in revenue based on a risk assessment of revenue segments and an increased trade receivables impairment loss. The outcome of the downside scenario provides sufficient headroom between forecasted net borrowing requirements and available funding.

Consequently, the Directors are confident that the Group and Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Directors and membership of the Board Committees

The executive and non-executive Directors of the Group who served during the year and subsequently are:

Non-executive

Angus Flett

Joe Moynihan

Mark Shuttleworth

Meriel Lenfestey

Phil Male resigned on 1 October 2022

Louise Easterbrook appointed on 1 November 2022

Executive

Daragh McDermott (CEO) appointed on 20 April 2022

Hélène Narcy (CFO)

John Diamond resigned on 20 April 2022

Dividends

There were no dividends paid, recommended or declared during the year.

Since year end the Directors have proposed the payment of a final dividend of £0.25 per fully paid ordinary share. The aggregate amount of the proposed dividend expected to be paid by 31 July 2023 out of retained earnings at 31 December 2022 is £5m (2021: £nil)

Matters subsequent to the end of the financial year

A dividend for the year was approved for recommendation to the shareholders, refer to note 29.

JT Group Limited Directors' report For the year ended 31 December 2022

Other than as disclosed above, no matter or circumstance has arisen since 31 December 2022 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

Directors' interests

The Directors of the Group had no interests, beneficial or otherwise, in the shares of the Group.

Insurance of directors and officers

The Group maintains an insurance policy on behalf of all directors and officers of the Group against liability arising from neglect, breach of duty and breach of trust in relation to their activities as directors and officers of the Group.

Independent auditor

KPMG Channels Islands Limited replaced KPMG LLP as auditors on 12 October 2022. KPMG Channel Islands Limited have indicated their willingness to continue in office as auditor.

This report is made in accordance with a resolution of Directors.

On behalf of the Directors

H Narcy Director

29 March 2023