Jardine Lloyd Thompson Group plc Lloyd Thompson Group Jardine Annual Report 2016 GLOBAL SPECIALISTS Annual Report 2016 CORPORATE SPONSORSHIP As specialists in what we do, we partner with specialists who deliver winning results. This is why we are proud to partner with professional British cycling team JLT Condor, triple Olympic gold-medal winning cyclist Ed Clancy OBE, the British Bobsleigh and Skeleton Association, some of Britain’s leading racecourses and the Australia Football League (AFL). JLT CONDOR JLT Condor is the UK’s longest-standing UCI Continental cycling team and they rounded off a very successful 2016 race season by adding the Revolutions Series indoor track title in December to the UK national Tour Series, Motorpoint Grand Prix Series, London Nocturne and National Circuit Race Championships. The team also raced across Asia, Australia and northern Europe and will look to continue to dominate in races around the globe in 2017. ED CLANCY OBE 2016 was an outstanding year for JLT-sponsored cyclist Ed Clancy who was crowned Olympic track cycling champion for the third time in a row, claiming gold in Rio in August. Ed brought his gold medals to the London offices upon his return to the UK to meet JLT clients and staff. Ed was also recognised for his sporting achievements in the 2016 Queen’s New Year Honours List, being awarded an OBE. OFFICIAL PARTNER OF GREAT BRITAIN SKELETON Reigning Olympic Champion and JLT ambassador Lizzy Yarnold, who had taken a season away from competing, returned to racing in the 2016-17 World Cup season with an immediate return to form. Laura Deas was named 2016 British Skeleton Athlete of the Year having won her first World Cup gold medal at the opening World Cup race of 2015- 16 season. This specialised sport is now looking ahead for more Winter Olympic success in Pyeonchang in early 2018. JLT AND HORSE RACING JLT is proud to be a partner of Cheltenham, Aintree, Ascot and Newbury racecourses and sponsor premium Grade 1 jump races including The JLT Novices Chase and the JLT Melling Chase. The JLT Novices Chase takes place on the third day of the famous Cheltenham Festival. In 2016 the race saw joint favourite, Black Hercules, ridden by Ruby Walsh, take the win over the line. The JLT Melling Chase takes place on Ladies’ Day at Aintree and in 2016 was won by God’s Own after the favourite fell, and was unhurt, leaving the race wide open. JLT COMMUNITY SERIES JLT Australia’s community driven partnership with the Australia Football League (AFL) brings the excitement of the game to regional and suburban communities across Australia. Supporting the AFL’s pre-season, reflects our shared focus of connecting the elite level with community football. From the boardroom to the changing rooms, we have been creating safer sporting communities as the AFL’s risk and insurance partner for more than a decade. Together, we are growing the game – no matter how good you are or where you’re from. CONTENTS OVERVIEW OVERVIEW 2 Global Specialists 4 Financial Highlights This section includes an 5 Where we Operate 2 introduction to JLT with 6 Our Mission, Strategy & Values a brief review of 2016, 7 Our People, Clients and Culture including performance 8 Our Businesses at a Glance highlights, information 10 JLT International Network on our people, our culture and our Mission, Strategy and Values. STRATEGIC REPORT STRATEGIC STRATEGIC 12 Chairman’s Statement 15 Chief Executive’s Review REPORT 18 Our Market Context 11 22 Our Business Model This section includes the 23 Delivering on our Strategy Chairman’s Statement, 26 Key Performance Indicators Chief Executive’s and Finance 27 Group Executive Committee Director’s Reviews as well as 28 Review of Operations details of our markets, business model, strategic progress, 37 Finance Director’s Review operations and key risks. 42 Risk Management Report 46 Corporate Responsibility GOVERNANCE CORPORATE CORPORATE 55 Corporate Governance Report 63 Audit & Risk Committee Report GOVERNANCE 71 Nominations Committee Report 54 73 Directors’ Remuneration Report This section includes a 92 Directors’ Report review of our corporate governance and summaries of the work of our Board and its Committees. FINANCIAL STATEMENTS FINANCIAL 101 Independent Auditors’ Report 108 Consolidated Income Statement STATEMENTS 109 Consolidated Statement of Comprehensive Income 100 110 Consolidated Balance Sheet This section includes 111 Consolidated Statement of Changes in Equity the Group and Company 112 Consolidated Statement of Cash Flows financial statements 113 Significant Accounting Policies and related notes. 119 Notes to the Financial Statements 172 Company Financial Statements SHAREHOLDER INFORMATION ADVISORS & 181 Group Five Year Review 182 Advisors & Shareholder Information SHAREHOLDER 183 Principal JLT Offices 180 INFORMATION This section includes the Group five year review and information about advisors, shareholders and the Group’s principal offices. Jardine Lloyd Thompson Group plc Annual Report 2016 1 OVERVIEW GLOBAL SPECIALISTS Focusing and growing in specialist areas where we offer distinctive products, services and independent choice, such as: AEROSPACE ENERGY CONSTRUCTION more than £ 39% 30% 100bn JLT represents 39% of the JLT handles in excess JLT's London construction world's large airline operators, of 30% of the world's team arranged coverage for with individual fleet values mobile drilling rig fleet projects globally with a total in excess of USD50m value of £100bn 2 Jardine Lloyd Thompson Group plc Annual Report 2016 OVERVIEW STRATEGIC REPORT STRATEGIC CORPORATE GOVERNANCE CORPORATE FINANCIAL LINES LIFE SCIENCE EMPLOYEE FINANCIAL STATEMENTS BENEFITS of £ the 14bn 6 top10 UK's No.1 Our Financial Lines Group Our Specialty, Property JLT is the UK's largest SHAREHOLDER INFORMATION placed M&A insurance on & Casualty team provides administrator of private transactions with a total services to 6 of the top sector pensions value of £14.4bn in 2016 10 global pharmaceutical companies Jardine Lloyd Thompson Group plc Annual Report 2016 3 OVERVIEW FINANCIAL HIGHLIGHTS We are pleased to be able to present a good set of results that reflect the Group’s sustained overall momentum. £m 2016 2015 Change Pence per share 2016 2015 Change Total revenue 1,261.3 1,155.1 9% Underlying diluted EPS* 51.4p 52.2p (2%) Underlying trading profit* 193.7 187.5 3% Reported diluted EPS 37.8p 48.0p (21%) Excl. US investment** 220.7 208.0 6% Total dividend per share 32.2p 30.6p 5% Underlying profit before tax* 172.6 170.1 1% Excl. US investment** 199.6 190.6 5% * Underlying results exclude exceptional items ** Excludes the US investment of £27.0m in 2016 (2015: £20.5m) Reported profit before tax 134.9 155.0 (13%) On a restated basis: see Note 9 of the Financial Statements on page 129 SEGMENTAL BREAKDOWN 2016 Turnover by Division 2016 Turnover by Location of Client Employee Benefits Rest of the World 4% United Kingdom 29% £300.3m Europe 8% 24% Australia & New Zealand 13% Asia 16% Risk & Insurance £1,256.6m £1,256.6m £956.3m 76% Americas 30% Total Revenue Underlying Trading Profit* (£m) (£m) 196.8 187.5 193.7 1,261.3 1,104.1 1,155.1 +9% +3% 2016 Growth Rate 2016 Growth Rate 2014 2015 2016 2014 2015 2016 Underlying Profit Before Tax* Underlying Diluted EPS* (£m) (pence) 57.1 183.0 170.1 172.6 52.2 51.4 +1% (2)% 2016 Growth Rate 2016 Growth Rate 2014 2015 2016 2014 2015 2016 Turnover = Revenue excluding investment income 4 Jardine Lloyd Thompson Group plc Annual Report 2016 WHERE OVERVIEW WE OPERATE JLT is one of the world’s leading providers of insurance, reinsurance and employee benefits related advice, brokerage and associated services. We are specialists. Our deep expertise and entrepreneurial STRATEGIC REPORT STRATEGIC culture give us the insights, creative freedom and tenacity to go beyond the routine and deliver better results for our clients. Because at JLT, clients come first. JLT owns offices in 40 territories and has more than 10,000 colleagues. Supported by the JLT International Network, we service clients in over 135 countries. CORPORATE GOVERNANCE CORPORATE Owned locations Argentina Macau Australia Malaysia Bahrain Myanmar Barbados Netherlands Bermuda New Zealand + + Brazil Norway 40 10,000 135 Canada Peru TERRITORIES EMPLOYEES COUNTRIES* Chile Philippines China Singapore Colombia South Africa Denmark South Korea FINANCIAL STATEMENTS Finland Sweden France Switzerland Germany Taiwan Guernsey Thailand Hong Kong Turkey India UAE (Dubai) Indonesia UK Ireland USA Japan Vietnam Associates Austria/ SHAREHOLDER INFORMATION Central & Eastern Europe India Italy Malta Mexico Spain * See page 10 for more detail on the JLT International Network Jardine Lloyd Thompson Group plc Annual Report 2016 5 OVERVIEW OUR MISSION, STRATEGY & VALUES OUR MISSION CLIENT FIRST INDEPENDENT RESULTS BASED We act in our clients’ best We advise our clients without We expect to be judged interests and bring the best influence or bias and value and rewarded based of JLT to all of our clients. innovation and creativity. on our performance. OUR STRATEGY The five pillars of our strategy balance the interests of our four key stakeholders - our clients, our people, our trading partners and our shareholders. Focusing and Building our Improving our Providing a Operating growing in international reach efficiency and distinctive working collaboratively specialist areas and relevance effectiveness environment as ‘One JLT’ Focusing and growing Building our Improving the way Providing a distinctive, Operating in specialist areas international reach and we work and serve entrepreneurial and collaboratively as within our operations relevance, especially in clients through results-based work ‘One JLT’ to bring where we can offer the world’s high growth innovation and environment that the best of JLT to distinctive products, economies, to better by investing in attracts, develops our clients and trading services and meet the needs of the efficiency and and retains the best partners anywhere independent choice.