16 GOVERNANCE Board of Directors The Board comprises a Non-Executive Chairman, a Non-Executive Deputy Chairman, one Executive Director and seven other Non-Executive Directors.

Richard Glenn Schafer Richard Weil Gillingwater Deputy Chairman Chief Executive Officer and Executive Director Chairman; Nominating and Corporate Glenn Schafer has been a Non-Executive Governance Committee Chair Director and Deputy Chairman of Janus Richard Weil is Chief Executive Officer of Richard Gillingwater has been a Non-Executive Henderson since May 2017. He was Janus Henderson and has been an Executive Director and Chairman of Janus Henderson a Director of Janus Capital Group from Director since May 2017. Mr Weil was Chief since May 2017. He was a Non-Executive December 2007 to May 2017, taking the Executive Officer of Janus Capital Group Director of the Henderson Group Board from position of Chairman in April 2012. He is from February 2010 to May 2017. February 2013 to May 2017, taking the currently a member of the Compensation position of Chairman in May 2013. He is Committee and the Nominating and currently the Chair of the Nominating and Governance Committee. Governance Committee and a member of the Compensation Committee.

Kalpana Desai Jeffrey Diermeier Kevin Dolan Independent Non-Executive Director Independent Non-Executive Director; Independent Non-Executive Director Audit Committee Chair Kalpana Desai has been a Non-Executive Kevin Dolan has been a Non-Executive Director of Janus Henderson since May 2017. Jeffrey Diermeier has been a Non-Executive Director of Janus Henderson since May Ms Desai was a Non-Executive Director of Director of Janus Henderson since May 2017. 2017. Mr Dolan was a Non-Executive Henderson Group from October 2015 to May Mr Diermeier was an Independent Director Director of Henderson Group from 2017 and is currently a member of the Audit of Janus Capital Group from March 2008 to September 2011 to May 2017 and is Committee, Risk Committee and Nominating May 2017 and is currently the Chair of the currently a member of the Nominating and Governance Committee. Audit Committee and a member of the and Governance Committee, the Audit Nominating and Governance Committee Committee and the Risk Committee. and the Risk Committee.

Janus Henderson Group plc Annual Report 2019 17

For full Director biographies go to pages 114 to 119, item 10 on Form 10-K – Directors, Executive Officers and Corporate Governance.

Eugene Flood Jr. Lawrence Kochard Independent Non-Executive Director; Independent Non-Executive Director; Risk Committee Chair Compensation Committee Chair Eugene Flood Jr. has been a Non-Executive Lawrence Kochard has been a Non-Executive Director of Janus Henderson since May Director of Janus Henderson since May 2017. 2017. Mr Flood was a Non-Executive Director Mr Kochard was an Independent Director of Janus Capital Group from January 2014 of Janus Capital Group from March 2008 to May 2017 and is currently the Chair of the to May 2017 and is currently the Chair of the Risk Committee and a member of the Audit Compensation Committee and a member of Committee and the Nominating and the Nominating and Governance Committee. Governance Committee.

Angela Seymour-Jackson Tatsusaburo Yamamoto Independent Non-Executive Director Independent Non-Executive Director Angela Seymour-Jackson has been a Tatsusaburo Yamamoto has been a Non-Executive Director of Janus Henderson Non-Executive Director of Janus Henderson since May 2017. Ms Seymour-Jackson was since May 2017. Mr Yamamoto was an a Non-Executive Director of Henderson Group Independent Director of Janus Capital Group from January 2014 to May 2017 and is from July 2015 to May 2017 and is currently currently a member of the Compensation a member of the Nominating and Committee and the Nominating and Governance Committee. Governance Committee. She also chairs Henderson Global Holdings Asset Management Limited (a holding company of the legacy Henderson Group).

Janus Henderson Group plc Annual Report 2019 18 GOVERNANCE Governance overview An overview of governance structure, Board business and skills.

Janus Henderson views good corporate governance as essential to achieving the goals Governance structure of the organisation. The Janus Henderson Group Board comprises a Non-Executive Chairman, a Non-Executive Deputy Chairman, one Executive Director and seven other Non-Executive Directors Janus Nominating who meet in London and Denver. The Board has Henderson Audit Compensation and Corporate Risk Group plc Committee Committee Governance Committee delegated specific responsibilities to four standing Committee Committees of the Board. A copy of the matters Board reserved to the Board is available on our website at janushenderson.com/ir. Board business The Board met throughout the course of the year. An overview of the topics addressed by the Board Other CEO: Executive during the year is provided in the summary overleaf. operating Richard Weil Committee committees A typical Board agenda is ordered so that the strategic items and projects are considered first. Depending on the importance of the items, either regulatory or finance items are considered at the beginning, capital and budget Ethics and Conflicts items are considered next, followed by other Committee business matters. The items that do not require detailed consideration or discussion are set out at the end of the agenda. Where possible, items are grouped together to ensure that the items Compensation Training flow according to topic and that management’s The Compensation Committee is responsible To ensure that the Directors continually update time is used effectively when presenting. for determining the remuneration of the CEO, their skills and knowledge, all Directors receive Sessions are usually provided which include certain other executive officers and the Group’s regular presentations on different aspects of training or presentations from the business independent directors. The Committee is chaired the Group’s business and on financial, legal and during days on which Board meetings are held. by Lawrence Kochard. regulatory matters affecting our sector. During 2019, all Janus Henderson Directors received Nominating and Corporate Governance Committees presentations on Strategy, Cyber Security, The Nominating and Corporate Governance Janus Henderson has four standing committees Client Experience (CX) and Governance. of the Group Board: Audit, Compensation, Committee has responsibility for considering Nominating and Corporate Governance, and Risk. the size, composition, expertise and balance Relations with shareholders of the Board as well as succession planning. Janus Henderson conducts an active Investor Audit The Committee is also responsible for Relations (IR) programme, engaging with The Audit Committee is responsible for monitoring shareholders across the Group’s two listings. the reliability and appropriateness of the Group’s recommending the applicable Corporate financial reporting, reviewing the qualifications, Governance Guidelines to the Board and In 2019, management and IR conducted over performance and independence of the oversees the Board’s annual evaluation. The 210 individual meetings with existing and potential independent auditors (as well as being responsible Committee is chaired by Richard Gillingwater. shareholders in London, Sydney, Melbourne, for recommending their appointment, Risk New York, Boston, Chicago, San Francisco reappointment and removal), assessing the The purpose of the Risk Committee is to assist and Denver. effectiveness of the Internal Audit function, and the Board in the oversight of risk. The Committee This included two roadshows to Australia and two reviewing the Group’s compliance with legal and also looks to identify any forward-looking and roadshows to the US to engage with shareholders regulatory requirements. Ultimate responsibility emerging risks that relate to the industry or following results announcements, as well as for reviewing and approving the Group’s financial Janus Henderson specifically, and will refresh attendance at one investor conference in London reporting and other public reports, declarations and monitor these risks and look at mitigating and two investor conferences in New York. and statements remains with the Board. The actions on an ongoing basis. The Committee is Committee is chaired by Jeffrey Diermeier. chaired by Eugene Flood Jr.

Janus Henderson Group plc Annual Report 2019 19

2019 Director attendance at Board and Committee meetings Seven meetings were held by the Janus Henderson Group plc Board during 2019, on: 4 and 25 to An overview of the topics 26 February, 1 to 2 May, 30 July, 2 August, 28 to 29 October and 10 December. addressed by the Board in 2019 Board and Committee meetings attended February Board and Committee meetings attended •• 4Q18 and FY18 results & 4Q18 dividend Nominating •• Capital plan Date and appointed Board Audit Compensation Governance Risk •• Approval of on-market share buyback Richard Gillingwater 30 May ’17 7/7 n/a 6/6 3/3 n/a programme •• Brexit impact, strategy and programme Glenn Schafer 30 May ’17 6/7 n/a 6/6 3/3 n/a •• Effectiveness of the Group’s system of risk Richard Weil 30 May ’17 7/7 n/a n/a n/a n/a management and internal controls Sarah Arkle1 30 May ’17 2/2 2/2 n/a 1/1 n/a May Kalpana Desai2 30 May ’17 7/7 7/7 n/a 3/3 4/4 •• 1Q19 results & dividend Jeffrey Diermeier 30 May ’17 7/7 7/7 n/a 3/3 5/5 •• Succession planning 3 Kevin Dolan 30 May ’17 7/7 5/5 n/a 3/3 5/5 •• Risk appetite Eugene Flood Jr. 30 May ’17 7/7 7/7 n/a 3/3 5/5 July/August Lawrence Kochard 30 May ’17 7/7 n/a 6/6 3/3 n/a •• 2Q19 results & dividend Angela 30 May ’17 7/7 n/a 6/6 3/3 n/a Seymour-Jackson •• Client Experience (CX) •• Employee engagement survey results Tatsusaburo 30 May ’17 7/7 n/a n/a 3/3 n/a Yamamoto •• Culture and conduct •• Cyber security Notes Mr Schafer missed one meeting due to scheduling conflicts. 1. Ms Arkle resigned as a Director on 26 February 2019. October 2. Ms Desai joined the Risk Committee on 1 April 2019. 3. Mr Dolan joined the Audit Committee on 1 April 2019. •• 3Q19 results & dividend •• Group strategy The Board regularly receives feedback on ASX Corporate Governance •• Brexit impact, strategy and programme shareholder sentiment and sell-side analysts’ Principles and Recommendations •• Annual review of Board Committees’ views of the Group and the wider industry. Board Details of Janus Henderson’s compliance with charters and governance documents members welcome the opportunity to learn more the ASX Corporate Governance Principles and •• Board and Committees self-evaluation about shareholders’ interests in Janus Henderson. Recommendations during the reporting period Equally, management receives updates on are available on the Company’s website at December shareholder engagement, topics raised and janushenderson.com/ir. key discussion points. •• Review of FY19 forecast & 2020 budget Diversity In the course of a year, Janus Henderson gives Janus Henderson fosters and maintains an four scheduled updates to the market in addition environment that values the unique talents and to our Annual General Meeting. The IR team contributions of every individual. We know that and management have frequent contact with having a diverse and inclusive workplace will the 18 sell-side analysts who follow support our strategic vision. We invite you Janus Henderson. to review our Commitment to Diversity and recent initiatives on our website at janushenderson.com/diversity.

Janus Henderson Group plc Annual Report 2019 20 GOVERNANCE

Governance overview continued

Board skills Janus Henderson share register (%)

Asset Management International Finance Risk Client Focus Acquisitions

Richard Gillingwater Glenn Schafer Richard Weil Kalpana Desai Jeffrey Diermeier Kevin Dolan Eugene Flood Jr.

Lawrence Kochard NYSE listing 77 Dai-ichi Life Holdings, Inc. 16 Angela UK Depositary Interests 2

Seymour-Jackson ASX listing 23 Tatsusaburo

Yamamoto

Corporate Social Responsibility Directors’ report The Directors confirm that to the best of We believe that a comprehensive CSR strategy Further disclosures, where applicable to the their knowledge: is critical for our long-term, sustainable success. Company, are contained in the sections of this • the financial records of the Group and We seek to deliver value to our clients by looking Annual Report and Accounts identified below and Company have been properly maintained; beyond the numbers and evaluating how our form part of the Directors’ report for the period: decisions impact our world. We accomplish this • the financial statements of the Group and • pages 31 to 52, Item 7 on Form by focusing on five key CSR pillars: our clients, Company comply with US GAAP and give 10-K – Management’s Discussion responsible investing, our people, our community a true and fair view of the financial position and Analysis; and our environment. and performance of the Group and Company; • pages 114 to 121, Item 10 on Form and Responsible investment 10-K – Directors, Executive Officers We seek to be responsible stewards of our • this opinion has been formed on the basis and Corporate Governance; and clients’ capital and empower our investment of a sound system of risk management and teams to develop their own distinct approach • pages 122 to 134, Item 11 on Form internal control which is operating effectively. for their asset class and client base. Janus 10-K – Executive Compensation. Signed in accordance with a resolution Henderson supports ESG integration through a Financial reporting of the Directors: framework that includes a wide range of tools and shared resources as well as appropriate risk The Directors are required to prepare and management and controls. These measures are approve the financial statements for the Group designed to ensure investment teams are aware and Company in accordance with Jersey law for of ESG risks and opportunities and are meeting each financial year which show a true and fair Richard Weil client expectations. Our approach reinforces our view of the state of affairs of the Group and the Chief Executive Officer belief that ESG factors are critical ingredients Company and of the profit or loss of the Group 26 February 2020 for long-term business success. for that period in accordance with generally accepted accounting principles. The Directors have elected to prepare the Group and Company financial statements in accordance with US generally accepted accounting principles Roger Thompson (US GAAP). Chief Financial Officer 26 February 2020

Janus Henderson Group plc Annual Report 2019 21 Report of Independent Registered Public Accounting Firm

To the Board of Directors and Critical Audit Matters Addressing the matter involved performing Shareholders of Janus Henderson The critical audit matter communicated below is procedures and evaluating audit evidence in Group plc a matter arising from the current period audit of connection with forming our overall opinion on Opinion on the Consolidated the consolidated financial statements that was the consolidated financial statements. These Financial Statements communicated or required to be communicated procedures included testing the effectiveness of We have audited the accompanying consolidated to the audit committee and that (i) relates to controls relating to the impairment assessment balance sheet of Janus Henderson Group plc and accounts or disclosures that are material to the of indefinite-lived intangible assets, including its subsidiaries (the “Company”) as of 31 December consolidated financial statements and (ii) involved controls over the valuation of the indefinite-lived 2019, and the related consolidated statements of our especially challenging, subjective, or complex intangible assets related to certain investment comprehensive income, of changes in equity and judgments. The communication of critical audit management agreements. These procedures of cash flows for the year then ended, including matters does not alter in any way our opinion on also included, among others (i) testing the related notes (collectively referred to as the the consolidated financial statements, taken as management’s process for developing the fair “consolidated financial statements”). In our opinion, a whole, and we are not, by communicating the value estimate, (ii) evaluating the appropriateness the consolidated financial statements present critical audit matter below, providing a separate of the discounted cash flow model, (iii) testing the fairly, in all material respects, the financial position opinion on the critical audit matter or on the completeness, accuracy, and relevance of of the Company as of 31 December 2019, and accounts or disclosures to which it relates. underlying data used in the model, and (iv) the results of its operations and its cash flows for Impairment Assessment of Indefinite-Lived evaluating the significant assumptions used by the year then ended in conformity with accounting Intangible Assets Related to Certain Investment management, including the discount rate, terminal principles generally accepted in the United States Management Agreements growth rate, and forecasted financial results. Evaluating management’s assumptions related of America and have been properly prepared As described in Notes 2 and 7 to the consolidated to the discount rate, terminal growth rate, and in accordance with the requirements of the financial statements, the Company’s indefinite- forecasted financial results involved evaluating Companies (Jersey) Law 1991. lived intangible assets balance related to whether the assumptions used by management Basis for Opinion investment management agreements of were reasonable considering (i) the current and The Company’s management is responsible for US$2.5 billion as of 31 December 2019 past performance of the investment companies these consolidated financial statements. Our includes certain investment management subject to the investment management responsibility is to express an opinion on the agreements with a total carrying value of agreements, (ii) the consistency with external Company’s consolidated financial statements US$299.6 million as of 31 December 2019, net market and industry data, and (iii) whether these based on our audit. We are a public accounting of an US$18 million impairment recognized in assumptions were consistent with evidence firm registered with the Public Company 2019, that management tested for impairment obtained in other areas of the audit. Professionals Accounting Oversight Board (United States) during the year ended 31 December 2019. with specialized skill and knowledge were used (PCAOB) and are required to be independent Indefinite-lived intangible assets are tested for to assist in the evaluation of the Company’s with respect to the Company in accordance with impairment annually on 1 October, or more discounted cash flow model and certain significant the U.S. federal securities laws and the applicable frequently if changes in circumstances indicate assumptions, including the discount rate. rules and regulations of the Securities and that the carrying value may be impaired. If the Exchange Commission and the PCAOB. fair value is less than the carrying amount, an Report on other legal and regulatory requirements We conducted our audit in accordance with the impairment is recognized. Management used a standards of the PCAOB. Those standards require discounted cash flow model to determine the Under the Companies (Jersey) Law 1991 we that we plan and perform the audit to obtain estimated fair value. Some of the inputs used in are required to report to you if, in our opinion: reasonable assurance about whether the the discounted cash flow model required • we have not received all the information and consolidated financial statements are free of significant management judgement, including explanations we require for our audit; material misstatement, whether due to error the discount rate, terminal growth rate, and • proper accounting records have not been or fraud. forecasted financial results. kept; or Our audit of the consolidated financial statements The principal considerations for our determination included performing procedures to assess the that performing procedures relating to the • the consolidated financial statements are not risks of material misstatement of the impairment assessment of indefinite-lived in agreement with the accounting records. consolidated financial statements, whether due intangible assets related to certain investment We have no exceptions to report arising from to error or fraud, and performing procedures that management agreements is a critical audit matter this responsibility. respond to those risks. Such procedures included are there was significant judgment by management examining, on a test basis, evidence regarding when developing the fair value measurement of the amounts and disclosures in the consolidated the intangible assets, which in turn led to a high financial statements. Our audit also included degree of auditor judgment, subjectivity and evaluating the accounting principles used and effort in performing procedures to evaluate significant estimates made by management, as management’s cash flow projections and David Foss well as evaluating the overall presentation of the significant assumptions, including the discount For and on behalf of consolidated financial statements. We believe rate, terminal growth rate, and forecasted financial Pricewaterhouse Coopers LLP that our audit provides a reasonable basis for results. In addition, the audit effort involved the Denver, CO our opinion. use of professionals with specialized skill and knowledge to assist in performing these 26 February 2020 procedures and evaluating the audit We have served as the Company’s auditor evidence obtained. since 2019.

Janus Henderson Group plc Annual Report 2019