Jupiter Annual Report 2010 - Jupiter Asset Management

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Governance | Directors’ report Table 8 Directors’ interests in Options under Pre-Listing Share Plan and Sharesave plan Directors Number of options held as at 1 January 2010 Number of options awarded during year Number of options exercised during year Number of unexercised options lapsed during year Number of options held as at 31 December 2010 Exercise price Earliest exercise date Latest exercise date Edward Bonham Carter 1 – 4,663 – – 4,663 £1.93 1 Dec 2013 31 May 2014 John Chatfeild-Roberts 2 – 1,562,500 split as follows: 250,000 333,375 333,375 645,750 – – 1,562,500 split as follows: 250,000 333,375 333,375 645,750 None 21 June 2011 21 June 2012 21 June 2013 21 June 2014 21 Jun 2014 Philip Johnson 1 – 4,663 – – 4,663 £1.93 1 Dec 2013 31 May 2014 1. By virtue of their participation in the Sharesave Plan (in relation to which each is saving £250 per month over a 3-year term) each of Edward Bonham Carter and Philip Johnson has options over an additional 4,663 ordinary shares. Provided they remain employed by Jupiter at the end of the 3-year term and maintain their monthly contributions, those options become exercisable between December 2013 and June 2014 at a cost of £1.93 per ordinary share. 2. Prior to Listing, John Chatfeild-Roberts was granted options under the Pre-Listing Share Plan over 1,562,500 ordinary shares which, subject to satisfaction of performance conditions in respect of 20% of such shares relating to the performance and level of the funds he manages, together with his overall performance during the period from grant to 21 June 2014, become exercisable between 21 June 2011 and 21 June 2014 at nil cost. The price paid was 2p per share (£31,250 in total). The performance conditions focus on the key deliverables of fund performance and asset growth as well as his wider contribution to Jupiter. They will be measured by the Remuneration Committee with reference to the performance of the funds John Chatfeild-Roberts manages, the growth in assets and his wider contribution as Chief Investment Officer and as a Director of the Company. Jamie Dundas Chairman of the Remuneration Committee 8 April 2011 Annual Report & Accounts 2010 44 Jupiter Fund Management plc
Governance | Directors’ report Audit Committee report The Audit Committee composition and focus fell into two distinct halves in 2010. Committee composition The current Audit Committee members are Liz Airey (Chairman), Matteo Dante Perruccio and Lorraine Trainer, all of whom are independent non-executive Directors and who were appointed prior to Listing. All the members of the Committee are considered as being appropriately experienced and qualified to fulfil their duties. Liz Airey is the Chairman and is considered by the Board to have recent and relevant financial experience. Year in review The Audit Committee’s composition and focus fell into two distinct halves in 2010. During the early part of the year, the Committee concentrated on overseeing the conversion of the Group’s accounts onto IFRS and the preparation of the three year track record for inclusion in the Listing prospectus. The nature of the Listing required a substantial proportion of the control, compliance and risk oversight, which would normally fall to the Committee, to be undertaken at the main Board level due to the responsibilities of all Directors for the contents of the Listing prospectus. Following the Listing, the new Chairman and other Committee members initially focused on ensuring the external reporting processes for the Group were properly followed in line with its new status, alongside increasing their knowledge and understanding of the business and its control environment. The Committee has also agreed a formal calendar of items for consideration at each meeting and within the annual audit cycle to ensure that its work is in line with the Code and other regulatory requirements. The Committee has not yet completed its first cycle of work and has, therefore, concluded that it will undertake its first formal annual effectiveness review during 2011. However, an internal evaluation of the Committee was undertaken in December 2010 and its members were satisfied that the Committee was operating effectively. Role The Audit Committee assists the Board in discharging its responsibilities by: ■■ overseeing the Group’s financial reporting processes; ■■ reviewing the critical accounting policies, financial reporting issues and judgements, including going concern, made in relation to the annual and half-year financial statements, together with the reports on them from the external auditors; ■■ reviewing Interim Management Statements and trading updates prior to their release; ■■ receiving reports from management on the effectiveness of the internal control, regulatory compliance and risk ■■ ■■ ■■ management environments; regularly reviewing the external and internal audit work plans, their findings, their effectiveness and considering their re-appointment; overseeing the appointment, remuneration, independence and performance of the Group’s internal and external auditors; and reviewing the Group’s internal capital adequacy assessment process. The ultimate responsibility for reviewing and approving the Annual and half-year financial statements remains with the Board. The Committee’s terms of reference are available on the Company’s website and the Chairman of the Committee will be available at the Annual General Meeting to answer any questions about the work of the Committee. Meetings of the committee The work cycle agreed by the Committee requires it to meet at least four times a year to carry out its routine work and it meets otherwise as necessary. While only members of the Committee have the right to attend Committee meetings, representatives of the Group’s external and internal auditors, the Chief Financial Officer, the Compliance Director, the Head of Operational Risk and other relevant members of the senior management team as appropriate, are usually required to attend all routine meetings and (unless otherwise specifically determined) ad hoc meetings of the Committee. In addition, the Chief Executive, the Chief Investment Officer and the Chief Operating Officer are invited to attend all or relevant parts of the meetings of the Committee. The Chairman of the Board has a standing invitation to attend all Committee meetings. As detailed within the Corporate Governance report, the Committee held three meetings since Listing. The Committee also met with the internal and external auditors without Jupiter management present. Internal audit function Ernst & Young LLP were appointed to provide the Group’s internal audit function in the second half of 2008. The current internal audit plan runs until December 2011, in advance of which date the Committee will consider the continued appointment of Ernst & Young LLP as the Group’s internal auditors. The internal auditors report directly to the Audit Committee and, in addition to submitting status papers for each Committee meeting, provide the Committee members with copies of any individual, department specific reports completed between meetings. The Committee works with the internal auditors to help ensure that their work is co-ordinated with that of the external auditors. The Committee continues to review the effectiveness of the internal audit function, but is currently of the view that outsourcing this to a specialist independent provider is appropriate and helps to ensure that the function is adequately resourced. External auditors The Group’s external auditors are PricewaterhouseCoopers LLP. During the year, the Committee reviewed and approved the terms of engagement and the proposed audit fee for the 2010 audit. The Committee has reviewed the relationship with the external auditors. The requirement for listed companies is that no individual should act as lead audit partner for more than five years. Following the Listing, the Committee resolved that the lead audit partner (who had at that time been in that role for more than five years) Annual Report & Accounts 2010 45 Jupiter Fund Management plc
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Jupiter Annual Report 2010 - Jupiter Asset Management

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