MOVING

FORWARD

WITH PURPOSE

JUPITER FUND MANAGEMENT PLC

Annual Report and Accounts 2023

MOVING

FORWARD

WITH PURPOSE

2023 was a challenging year for our industry, for active asset

managers in particular and by extension for Jupiter. In a complex

and volatile world there is so much that is beyond our influence,

whether as individuals or organisations.

At Jupiter, our focus is resolutely on ensuring that our business

is optimally positioned to deliver for our clients and other

stakeholders. This means understanding what we can’t control,

such as monetary policy or geopolitics, and instead being

focused on what we can.

Our efforts are structured around four key strategic pillars:

to increase scale; to decrease undue complexity; to broaden

our appeal to clients; and to deepen relationships with all

stakeholders. Each decision we take, large or small, is ultimately

in pursuit of these goals. We know the road ahead will not be

smooth, but we travel it with confidence, continually moving

forward with purpose.

Investment performance

59%

2022: 51%

Net management fees

£354.0m

2022: £384.8m

Assets under management

(AUM)

£52.2bn

2022: £50.2bn

Cost:income ratio

73%

2022: 69%

Net flows

£(2.2)bn

2022: £(3.5)bn

Underlying earnings per share

(EPS)

14.8p

2022: 11.3p

Employee engagement

78%

2022: 71%

OUTCOME KPI

Total shareholder return

(25)%

2022: (42)%

STRATEGIC REPORT

2 Our purpose and cultural pillars

4 At a glance

6 Chair’s statement

8 Chief Executive Officer’s review

12 Market trends

14 Strategic overview

16 Our strategic priorities

20 Key performance indicators

22 Business model

24 Financial review

32 Investment management

34 Client delivery and experience

36 Sustainability

48 Stakeholder engagement

52 People and culture

64 Risk management

70 Non-financial and sustainability

information statement

GOVERNANCE

72 Governance at a glance

74 Chair’s introduction to governance

76 Board of Directors

80 Governance framework

82 Board activities

88 Considering stakeholders in decision making

90 Board effectiveness

94 Nomination Committee report

98 Audit and Risk Committee report

112 Remuneration Committee report

116 Executive remuneration at a glance

117 Directors’ remuneration policy

126 Annual report on remuneration

150 Directors’ report

156 Directors’ responsibility and

compliance statements

FINANCIAL STATEMENTS

157 Group financial statements

161 Notes to the Group financial statements

195 Company financial statements

196 Notes to the Company financial statements

202 Independent auditors’ report

OTHER INFORMATION

212 Historical summary (unaudited)

213 The use of Alternative Performance Measures

216 Shareholder information

217 Glossary

FINANCIAL KPIs

NON-FINANCIAL KPIs

KEY PERFORMANCE INDICATORS (KPIs)

1. More details on the Group’s KPIs can be found on page 20. More details on the Group’s use of

Alternative Performance Measures (APMs) can be found on page 213.

Report on the internal controls of a service

organisation made available to third parties.

For the period 1 January 2023 to 31 December 2023

CONTROLS

REPORT

JUPITER FUND MANAGEMENT PLC

TCFD

GROUP REPORT

2023

JUPITER FUND MANAGEMENT PLC

SUSTAINABILITY

UPDATE 2023

PAY GAP

REPORT 2023

JUPITER FUND MANAGEMENT PLC

See our full reporting at

www.jupiteram.com/investor-relations.

1Jupiter Fund Management plc Annual Report and Accounts 2023

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A STRONG PURPOSE

AND CULTURE

OUR PURPOSE

We create a better future

for our clients and the

planet with our active

investment excellence

UNDERPINNED BY THE VALUE OF ACTIVE MINDS

We believe that generating sustainable long-term outperformance for our clients, in a complex

and challenging world, requires diversity of thought in all its aspects. The ability to be

agile, entrepreneurial and adaptable to solve problems is a human quality. This is why our approach

fosters real diversity of thinking, accountability, collaboration and a willingness to be challenged.

We seek to be flexible and change as circumstances and our environment evolve around us.

We believe that a combination of experience and creativity, as well as

a commitment to keep listening and learning across all of our business, enables us

to deliver for our clients and make a positive difference in the world.

We call this advantage the value of active minds.

Our

employees

Our

shareholders

Our

clients

Our

communities

We succeed together

We value

our people

We put

clients first

We challenge

ourselves

OUR PURPOSE AND CULTURAL PILLARS

OUR CLIENTS

At Jupiter, our clients are our focus and our priority. We are dedicated to serving our clients and

put their interests at the centre of our business. We have deep relationships that enable us to

understand what our clients need from us and we engage regularly with them to ensure we deliver

to their expectations. Our commitment to active asset management is our driving force.

Our distinct, entrepreneurial culture encourages independence of thought and individual

accountability. This enables our investment managers to have the freedom to follow their convictions

and seek those investment opportunities that they believe will ensure the best outcomes for our clients.

OUR EMPLOYEES

We believe that our value is in our people, whatever their role in the organisation. We encourage

collaboration, debate and diversity. Our employees have the freedom and support they need to

perform at their best, to challenge and be open to challenge.

When we recruit, we look for talented people to build a diverse workforce. We consider diversity,

equity and inclusion at a Group-wide level and firmly believe that fostering a culture which embraces

differences among people creates a stronger and more sustainable business. Through this

commitment to improving diversity, we actively promote independence of thought.

Jupiter is committed to developing its people through its talent and learning programmes.

We strongly encourage employee share ownership and have provided special awards of Jupiter

shares equally to all staff in each of the last five years, helping to align the interests of employees

and shareholders, which ultimately benefits our clients.

OUR SHAREHOLDERS

Through sustainable business growth and disciplined management of our capital base, we will

deliver strong total returns for shareholders. Our unwavering focus on meeting the needs of our

clients and delivering investment performance will help us generate inflows from new and existing

clients and drive the growth of the business.

Combining this business growth with rigorous operational and financial discipline will lead to strong

financial performance. Along with a carefully managed capital base, this will deliver total returns for

our shareholders.

OUR COMMUNITIES

We add value to society in our role as responsible stewards of our clients’ assets, allocating capital

to protect and enhance the value of our clients’ investments. Active investment management is

not just about financial returns, but also about investing in sustainable businesses that create broader

value both for shareholders and wider society. As active long-term owners of the companies we

invest in, our investment teams engage with companies to understand material environmental,

social and governance (ESG) risks and opportunities and to drive improvement in behaviour.

We actively support the communities in which we operate through charitable giving and volunteering

opportunities. We also host a series of ‘financial confidence’ workshops, through which young people

from low income and/or ethnically diverse backgrounds are paired with Jupiter employees for

sessions on building financial literacy.

3Jupiter Fund Management plc Annual Report and Accounts 2023

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OUR BUSINESS

AT A GLANCE

At 31 December 2023, our clients entrusted us to actively manage £52.2bn of their assets.

Delivering growth for clients through investment excellence is at the centre of what we do.

WE SUCCEED

TOGETHER

WE VALUE OUR

PEOPLE

WE PUT CLIENTS

FIRST

WE CHALLENGE

OURSELVES

WHAT WE DO

OUR CULTURAL PILLARS

AUM by asset class

Asset classes

We offer a number of investment strategies

within four core asset classes:

• Equities

• Fixed Income

• Multi-Asset

• Alternatives

Our investment teams are unconstrained by

a house view, but are supported by

specialists in ESG matters and data science,

within a rigorous risk oversight framework.

Client channels

We offer a range of actively managed

investment strategies through two

principal client channels:

• Retail, wholesale & investment trusts

• Institutional

We earn revenues by charging fees to our

clients for the provision of investment

management services, typically based on

a percentage of AUM.

Distribution partner

We primarily access our clients through

a range of distribution partners:

• Fund of funds

• Platforms

• Global financial institutions

• Advisors

• Wealth managers

• Life companies

• Private banks

• Institutional clients

• Consultants

For more information on our cultural pillars please see from page 52.

Equities 61%

Fixed Income 18%

Multi-Asset 14%

Alternatives 7%

AUM by asset class

Retail, wholesale & investment trusts 81%

Institutional 19%

AUM by client channel

Advisory 44%

Discretionary 35%

Institutional 19%

Investment trusts 2%

AUM by distribution partner type

An efficient operating model

We have a single operating platform, which

we continue to develop to reduce undue

complexity and aid effective collaboration.

This allows us to adapt as market conditions

evolve, identify and respond to emerging

opportunities and support growth.

66%

AUM

89%

employees

EMEA

22%

AUM

employees

Rest of world

AUM

employees

Asia

AUM

employees

Talented individuals

delivering with conviction

We enable talented individuals to pursue

their own investment styles. Without the

constraints of a house view, our investment

managers can follow their convictions to

deliver the best outcomes for clients.

Meeting our clients’ needs

through working together

We work together to innovate and deliver

the investment capabilities that help our

clients meet their objectives, providing the

best outcomes for our clients, shareholders

and all our stakeholders.

WHO WE ARE

WHERE WE OPERATE

All employee data refers to full-time equivalent employees as at 1 January 2024.

Jupiter office

Third party

Client service via local licensed distributors

Remote access

5Jupiter Fund Management plc Annual Report and Accounts 2023

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MOVING FORWARD WITH PURPOSE

This is my first statement as your Chair,

following my appointment to the role in

April 2023, having served on Jupiter’s Board since

1 June 2021. This has been a year of big change

for Jupiter, not least because it is the first full

year under our new CEO Matthew Beesley,

who we appointed in October 2022.

I am pleased to report that since his appointment

Matthew has accelerated the pace of change at Jupiter,

in particular by transforming our distribution model

to better address our current and future client needs,

by taking decisive actions on cost management

and ensuring our ongoing operational efficiency.

He has also significantly rationalised our fund

range whilst positioning the Group for growth,

with selective new fund offerings in response

to client demand and he has strengthened

relationships with our stakeholders.

Resilient underlying performance

Despite the good progress we have made

during the year on executing against our strategic

objectives, further information on which can be

found in the CEO’s review on page 8, the challenging

macro environment and industry headwinds have

impacted our financial performance and share price.

Whilst our underlying profit before tax (PBT) for 2023

materially increased to £105.2m from £77.6m in 2022,

statutory profit before tax fell to £9.4m from £58m in

2022. This decrease was primarily driven by an impairment

of our goodwill arising from the acquisition of Knightsbridge

Asset Management in 2007 and Merian Global Investors in 2020

in the amount of £76.2m. Further information can be found in our

Financial review on page 28. Whilst we experienced slightly positive

flows in the first half of the year and rolling 12-month period, the

challenging macro environment dampened retail investor appetite in

the second half of the year, with outflows seen across the industry,

resulting in total net outflows across the Group in 2023 of £2.2bn

(2022: £3.5bn). However, as at the year end, AUM had increased to

£52.2bn (2022: £50.2bn), driven by positive market performance.

During 2023 our share price declined by 28%, meaning our total

return to shareholders, including dividends, has declined by 25%.

This is clearly disappointing and driven by a number of factors,

including our flow picture and the macro environment. We have

been particularly impacted by the Group’s exposure to UK equities

which remain out of favour with investors. The Board is confident we

have the right strategy in place to enable the Group to navigate the

industry headwinds and drive increased returns for our shareholders.

CHAIR’S STATEMENT

“There are significant changes

across the industry and I believe

that Jupiter has the right strategy

and the right management team to

take advantage of many of these,

to generate long-term growth for

our business.”

David Cruickshank

Chair

A well-capitalised business

The Group has a strong balance sheet with a regulatory capital

surplus, as at 31 December 2023, of £177m. In addition to enabling

further investment in the business to accelerate growth, including

potential inorganic growth opportunities in the future, the strong

capital position has enabled us to make an additional return of £16m

of capital to shareholders. This was paid through the declaration of

a special dividend in the amount of 2.9p, with our interim results in

July 2023, and paid to shareholders on 1 September 2023. In line with

our capital policy to return 50% of pre-performance fee earnings

to shareholders, we have proposed a final year dividend of 3.4p

(2022: 0.5p), bringing our total ordinary dividends paid in respect of

the year ended 31 December 2023 to 6.9p. Subject to approval at the

2024 AGM, the final dividend will be paid on 20 May 2024 to those

shareholders on the register on 19 April 2024.

A strong culture

Jupiter has a strong culture and one we can be proud of. This has

been further enhanced since Matthew’s appointment, with positive

improvements in our employee engagement survey (as detailed from

page 52), increased internal communications and enhanced oversight

of culture and conduct matters, through the establishment of a Group

Culture and Conduct Committee. Our strong governance environment

helps to ensure we deliver good outcomes for our clients and wider

stakeholder groups.

Following my appointment as Chair I have spent more time in the business

with our teams. I have been particularly impressed by the intense focus on

client outcomes, a common desire to deliver positive change, and the

strength of relationships across the business.

The evolution of our Board and senior management team

During the year there were two changes to the Board. Firstly Nichola

Pease stepped down from the Board and as Chair, with effect from

26 April 2023. I would like to extend our sincere gratitude to Nichola.

She showed significant dedication to Jupiter in exceptional circumstances.

She led the Board through the pandemic, the acquisition and

integration of Merian and oversaw our successful CEO succession.

Nichola left a strong, cohesive Board and I would like to thank her

personally for the support provided to me since my appointment

to the Board and during the Chair transition.

Chris Parkin, a Non-Executive Director appointed by TA Associates, a

significant shareholder of the Group, stepped down from the Board at

the conclusion of the 2023 AGM in May. Chris joined the Board upon

the acquisition of Merian and helped enormously throughout the

integration. He brought a sharp strategic focus and a deep

understanding of the asset management industry. I would like to

thank Chris on behalf of all of our stakeholders and I am pleased that,

as a major shareholder, we are still able to benefit from his expertise.

In October we decided to restructure our Distribution function into

a dedicated Client Group, which was split into two key areas: a client

experience team to ensure an excellent experience is provided to

all of our clients led by Max Guenzl, who has been with Jupiter

since January 2007, and a client relationship team to help deepen

our relationships with our clients led by Mathias Mueller.

Our current COO, Paula Moore, will step down during 2024 and

our operations and technology functions now report into Wayne

Mepham, who has been appointed our Chief Financial & Operating

Officer. Paula has been with the firm for 27 years and made a

significant contribution to the development of the Group and I

would like to thank her on behalf of all stakeholders. We are pleased

she will remain on a number of our subsidiary and fund boards as a

Non-Executive Director and we will continue to benefit from her

expertise and knowledge of the Group. Wayne has a detailed

understanding of asset management operations, built throughout his

career in the industry. Since his appointment in 2019, Wayne has driven

progress in the functions he has overseen, leveraging the use of

technology and systems to improve delivery.

During 2023 we welcomed Kiran Nandra as our newly appointed

Head of Equities, who has made an excellent start to the role. Kiran,

together with our Head of Fixed Income, Matt Morgan, are focused

on developing high performance investment teams who continually

deliver good outcomes for our clients.

Finally, we have also announced some changes to our investment

management team. Ben Whitmore will leave Jupiter during 2024 to

pursue his ambition to establish his own boutique investment firm.

I would like to extend our thanks and best wishes to Ben.

We were pleased to announce the appointment of Adrian Gosden,

Chris Morrison and Alex Savvides as investment managers. The ability

to attract such strong talent, who have excellent performance track

records and deep relationships with their clients, in a challenging

environment is testament to Jupiter’s strong culture and

management team.

Moving forward with purpose

There is no question that the macro environment and industry trends

remain challenging for the investment management industry, particularly

for active asset managers (please see page 12 for an overview of the

industry trends). However, we have a very strong belief in the value of

active asset management and the benefits this brings for clients, through

greater risk management, effective stewardship and an unwavering focus

on performance and delivering good outcomes for clients. There are

significant changes across the industry and I believe that Jupiter has the

right strategy and the right management team to take advantage of

many of these, to generate long-term growth for our business.

I would like to take this opportunity to thank all of our stakeholders,

particularly our clients who continue to trust us to help them achieve

their investment objectives, our employees who work tirelessly to

deliver for our clients, and our shareholders for their continued

support and patience.

David Cruickshank

Chair

7Jupiter Fund Management plc Annual Report and Accounts 2023

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“We are hopeful that 2024 will be a more positive

environment for active asset managers, and we are

better placed to capture any of this upside because of

our efforts and strategic focus over the last 12 months.”

PROGRESS AGAINST

OUR STRATEGIC OBJECTIVES

In my first letter to shareholders last year, I wrote

about the immense pride I had in being appointed

Chief Executive of your company. As I look back

on my first full year in the role, I remain very proud

to be leading this business but also pleased with

our achievements given what has been an

extremely challenging environment for

asset managers.

While bond yields were little changed over the last 12

months, and equities in aggregate largely moved

higher, clients maintained a prevailing sense of

caution throughout 2023.

What might be defined as ‘risk assets’ were

shunned given the yields available on cash or

cash-like instruments. These instruments are

naturally lower risk of course, and with a

heightened sense of uncertainty prevailing given

higher inflation, rising interest rates and

geopolitical tensions, clients found these assets to

be more attractive from a risk-reward perspective

than other longer-term investment opportunities.

This has been an immense challenge for all asset

managers, but one that has been particularly painful

for active firms like ours where our investors focus on

identifying inefficiently valued assets for the long-term

benefit of our clients. While this was a headwind for the

year as a whole, this pressure was particularly acute in the

second half, and as such could also remain a challenge for

the immediate period ahead.

Despite these challenges, I am glad to report a robust set of

financial results. Full details can be found in the Financial review on

page 24, but underlying profit before tax was up 36% to £105.2m.

However, excluding the impact of performance fees, underlying profit

before tax decreased by just under £3m. Lower average AUM and

pressure on fee margins resulted in a reduction in revenues, only

partially offset by cost savings, net gains on seed capital invested and

interest earned on cash in market money funds.

We continued to see mandates fund from Institutional clients, with

net inflows of £1.8bn for the year. Risk-off sentiment from retail

clients, however, led to total net outflows of £2.2bn. Group AUM

finished the year at £52.2bn, a 4% increase on end December 2022.

CHIEF EXECUTIVE OFFICER’S REVIEW

Matthew Beesley

Chief Executive Officer

Progress despite the macroeconomic environment

Movements in the equity and bond markets are not something we can

influence, so it is imperative that we as a company remain focused on

what we can control and make necessary changes to position the

business to best capture growth opportunities.

We have made a lot of progress in this regard, some of which will not

be immediately visible in our results. We have undertaken a number of

initiatives which individually and collectively are helping us become a

more scaled, more efficient and a more client-centric company. I

believe these changes will ultimately lead to better outcomes for our

clients and shareholders when the environment becomes more

favourable for active asset managers.

It is difficult to predict when this may be. This time last year I spoke

of an ‘uncertain’ outlook for the year ahead. We remain in a period

of flux for the global economy, however it seems likely that the

heightened levels of inflation that have been seen across the world

may be behind us. At the time of writing, many market participants

and commentators expect interest rates to begin falling as inflationary

pressures abate. Whether or not they fall as fast as many expect or

perhaps hope, a general consensus that interest rates have peaked

should see a pick-up in clients’ risk appetite. Any shift here, even if only

incremental, should be positive for the asset management industry.

There is further ground for optimism for the year ahead. As

correlations between (and within) certain asset classes fall as part of

this normalisation process, volatility rises from low levels and a higher

dispersion of returns between different asset classes becomes more

pronounced, active asset managers are well placed to exploit these

changing conditions to the benefit of their clients.

Regardless of whether this happens or not, we will continue to stay

focused on what we can control, and as such our strategy is designed

to grow shareholder returns as much as we can control, regardless of

the prevailing macroeconomic backdrop.

In early 2023, I introduced the four key strategic objectives

that we believe will drive the future growth of Jupiter, which are

shown on the right.

All the decisions we take as a management team, and throughout the

firm, are taken with these objectives in mind. Everything we do is

focused on progressing against these aims, for the ultimate benefit of

our clients and all our stakeholders, and I am pleased to report we

have made considerable progress in this regard over the last year.

OUR STRATEGIC OBJECTIVES

INCREASE

SCALE

...in select geographies and channels

See page 16

DECREASE UNDUE

COMPLEXITY

...with costs managed carefully through a

relentless pursuit of efficiency

See page 17

BROADEN OUR APPEAL

TO CLIENTS

...with a curated product offering, while

exploring new methods of delivery

See page 18

DEEPEN RELATIONSHIPS

WITH ALL STAKEHOLDERS

...with purpose and sustainability

embedded in all we do

See page 19

9Jupiter Fund Management plc Annual Report and Accounts 2023

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Increase scale

Of our four strategic objectives, increasing scale remains the most

important. In order to consistently and sustainably grow our business

over the medium term, we need to achieve top line revenue growth.

Running the business as efficiently as possible is crucial, but it will

not be enough on its own. While rising markets are usually helpful

in attracting clients into actively managed investment strategies,

there are other factors that we can control to help us grow our

revenue base.

One of the key areas of focus for scale is our Institutional business,

where we have demonstrated strong progress in recent years. We

generated total net inflows of £1.8bn from Institutional clients in 2023,

which amounts to £3.8bn over the last two years. Institutional clients

now entrust us to manage £10bn of their assets, which represents 19%

of our Group AUM, up from less than 10% only five years ago.

As our Institutional business has grown and we have continued to

demonstrate our expertise in this channel, we have found ourselves

working with new, larger and ever more sophisticated clients. In 2021,

the average mandate awarded to us was for around £100m of AUM. In

2022, this had increased to over £250m and has grown again this year

to over £500m.

We are also pleased to have a broad and deep late-stage pipeline of

potential further fundings from new and existing clients. Reassuringly,

these new and potentially pending mandates are also from a diverse

array of clients in different parts of the world and into a range of

investment strategies. While we have exhibited rapid growth in recent

years from this client type, we do know that as the book of business

grows and matures, so we will become more susceptible to clients

redeeming as their investment needs are met or change. Overall, the

outlook for our Institutional business remains positive, albeit unlikely

to be linear in its progression from here.

We have also previously noted the significant opportunity ahead in

our overseas businesses. While we have an on-the-ground client-

facing presence in seven geographies in addition to our London

headquarters, there are several markets in which we additionally

operate. While each of these is important to us, over the last year we

have added further resources into a few key markets, notably in Italy

and Germany, as well as increasing the focus of our central resources

onto these target countries given the potential for growth in each

case. While the benefits of this narrower focus will take time to fully

materialise, we are encouraged that assets from clients based outside

the UK now account for 34% of our total Group assets, up from 25%

five years ago, and we saw total net inflows of over £1bn in 2023.

While our international businesses are growing strongly, our home

market of the UK still remains core to the Group, and we are focused

on maintaining our market-leading position. In January 2024, it was

announced that Ben Whitmore, who has been at Jupiter since 2006,

would be leaving later in the year to pursue his long-standing ambition

to set up his own value-oriented investment boutique.

Historically, when firms have seen the departure of high profile

investment managers, there has typically been some degree of

negative impact on client flows, and therefore on revenues as a result.

Whilst it is too early to confidently predict how clients will react, we

can reasonably expect to lose some assets as a result, most probably

from the Institutional client channel.

However, we are hopeful that the strength of the investment

expertise, which has been bolstered by new hires, will at least give us

the opportunity to retain some of these client assets, with potential

opportunities for growth in the medium term.

We are naturally sad to see Ben depart, but we are delighted to have

been able to announce the hirings of Alex Savvides, Adrian Gosden

and Chris Morrison. All three are high-quality investors with excellent

performance track records. These hires demonstrate Jupiter’s ability to

attract market-leading investment talent and our UK equity client

offering has never been stronger.

Decrease undue complexity

Along with increasing scale, and against the backdrop of falling

revenue margins and rising operating and regulatory costs, it is crucial

that we remove undue complexity from our day-to-day operations

and run the business as efficiently as possible. While managing costs

tightly is an essential prerequisite of a successful modern investment

management business, this also means constantly seeking out

opportunities to improve the effectiveness of our everyday processes

and practices. This mindset shift has been manifested in a zero-based

budgeting approach to all costs. The results of this are evident in the

decline in non-compensation costs this year, down 6% to £107m,

despite inflationary pressures. This will remain a focus as we look to

the year ahead.

The fund rationalisation process we announced last year is now largely

complete, with the overall number of funds smaller by some 25%,

resulting in a clearer, more defined client proposition, with fewer

sub-scale and overlapping products or strategies outside areas of

current client demand. The low attrition rate in AUM resulting from

this exercise underscores the importance of this initiative.

We also sought to drive a deeper utilisation of technology across the

business. Where possible and appropriate, we have focused on the

automation of manual processes across all of the Group. As an

example, to date, we have automated the production and delivery of

over 100 reports for Institutional clients, which previously relied upon

some element of manual process. We have also trained over 60

internal ‘citizen developers’ who have used low-code or no-code

tools to automate a further 100 previously manual processes.

While we are delighted with this progress, this will remain an ongoing

focus into the year ahead, with particular attention on how we can

further embed technology into our newly created Client Group, all

with the aim of significantly enhancing our wider client experience.

More broadly, this relentless pursuit of efficiency will allow the

investments we are making to drive our growth to be more impactful.

We have previously disclosed that some 19% of our cost base is

invested for growth and we expect this to remain a feature into 2024.

CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

Broaden appeal to clients

The needs of our clients are fundamentally changing and, as such, we

need to adapt how we engage with them to meet these needs. They

are increasingly sophisticated and using a wider range of data and

analytics to inform their decision-making process.

They expect elevated levels of client service from us, more detailed

and in many cases more bespoke reporting, often with customised

content in a form and at a time that suits them. Above everything,

they want to see robust, clearly defined, repeatable, scalable

investment processes. While this is a prerequisite of any investment

decision they make, it is often not the defining consideration.

One of the biggest changes to our business this year has been to form

a Client Group, replacing our Distribution function. We have chosen

to bring a renewed focus on how we manage all of our client

engagements, aiming to broaden our appeal to our clients and deepen

these relationships to make them more meaningful. We have paired

this with a team that is solely dedicated to managing the client

experience. In this, we are aiming to create end-to-end connectivity

that allows us to more effectively and usefully share strategic insights,

client and market intelligence and a wider suite of digital outputs in a

bespoke way that is relevant to discrete client needs. More

information on the Client Group can be found on page 34.

Importantly, the fund rationalisation process described above has not

only resulted in a more focused and more clearly defined product

offering, but it has also created space for growth and allowed us to

develop new products to meet our clients’ evolving needs. As part of

this focus on innovation, towards the end of 2023, we launched five

funds within our new Thematic fund range, managed by our highly

successful systematic equities team. The five funds focus on disruptive

technology, consumer trends, healthcare innovation, demographic

opportunities and the physical world. These funds are everything that

Jupiter stands for, being both actively managed (and competing

against a universe that includes passive strategies) and highly

differentiated (versus other more traditional approaches towards

thematics). Together, they represent an available market of around

£100bn. We have supported these funds with our own seed capital

and we are excited to see them develop.

Deepen relationships with all stakeholders

A key pillar of our strategy is to deepen our relationships with all of

our stakeholders including: clients, shareholders, regulators and of

course, very importantly, our people.

Jupiter is a people business. They are our main asset and are our most

important differentiator. Indeed, the considerable progress we have

made this year has only been achieved thanks to the dedication and

hard work of our talented employee base, which I am proud to lead

as CEO.

We regularly conduct firm-wide ‘pulse’ surveys, to give our people

the opportunity to tell us how they feel about Jupiter today and

their expectations for tomorrow. In 2023, we conducted three such

surveys, and I am delighted that we have seen a marked increase in

both the participation rate and the overall engagement score. In our

most recent survey late last year, 85% of our people participated with

an engagement score of 78%, up from 71% a year ago.

This compares very favourably to the financial services median against

which we measure ourselves and is a validation of the significant focus

placed on deepening the relationship with this key stakeholder group.

I am also enormously proud that, as per our last staff survey, 87% of

our people state that they ‘feel able to be myself at work’. As CEO, I

continue to sponsor and personally lead on all of our diversity, equity

and inclusion initiatives. I am passionate about building a diverse

employee base and an inclusive culture where everyone can thrive,

believing that doing so will ultimately lead to a better understanding

of our clients’ needs and help us in better meeting those needs. We

are moving forward here but with so much more we can achieve.

Our clients remain central to all that we do. Without our clients to

serve we are nothing. Our purpose is to 'create a better future for our

clients and the planet with our active investment excellence’ and as

such, our perpetual focus must be to continue to build deeper and

more meaningful relationships with each and every one of them.

We have unveiled a number of initiatives this year aimed at deepening

the relationships with all of our clients. As well as the formation of the

Client Group, we have also announced our plans to introduce tiered

pricing on our UK-domiciled fund range. This change in approach will

allow us to share the benefits of economies of scale with our clients

as our funds’ assets grow. More broadly, we continue to ensure that all

of our investment strategies are appropriately priced to ensure they

all deliver good value as well as good outcomes for our clients.

Our relationships with our regulators are also particularly important to

us. We take a great deal of care to ensure we manage our business

consistent with, and appropriate to, the different regulatory regimes

in which we operate, constructively and transparently engaging with

each of our regulators proactively and reactively as required.

Of course, our shareholders are also another key stakeholder group.

We have continued to build deep relationships with both current

shareholders but also new potential shareholders via a comprehensive

investor relations programme. Last year, we simplified our capital

allocation framework and through the year we have returned £53m to

shareholders through ordinary and special dividends, as well as the

completion of the 2022-announced share buyback in the year.

Progress moving forward

2023 was undoubtedly a challenging year for many of our stakeholders

and I thank them all for their commitment, support and patience. Our

share price fell by just under 30% with total returns (capturing

dividends reinvested) of -25% for the calendar year. While this is of

course one very important measure for our business, I think this hides

much of the progress we have made in setting us up for future growth

and success.

We are hopeful 2024 will be a better environment for active asset

managers to demonstrate their value proposition, and deliver the

outperformance our clients rightly expect from us. Certainly, as a

business, we are better placed to capture any of this upside that may

come to pass because of our efforts and strategic focus over the last

12 months.

Matthew Beesley

Chief Executive Officer

11Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

MARKET TRENDS

VOLATILE MARKETS, ENDING

THE YEAR POSITIVELY

THE EVOLVING

NEEDS OF CLIENTS

Context

In absolute terms, 2023 was a positive year for investment markets

with most asset classes posting gains – yet it remained a tough

environment for active asset managers. Clients have been

understandably cautious towards risk assets, given the relatively

attractive returns available on very low risk cash or ‘cash-like’

investments, as well as prevailing uncertainty over high inflation

and geopolitical tensions.

This translated into significant outflows across the industry, with figures

from Broadridge (a leading market intelligence and data analytics group)

showing that European-domiciled funds saw estimated year to date

outflows of €73bn to the end of October 2023, with the vast majority

of those coming from actively managed strategies.

Jupiter’s response

The broad market consensus view is that interest rates may have

peaked and that major central banks, most notably the Federal

Reserve, will cut rates in 2024. If that did come to pass, it should be

a positive for clients’ risk appetites and in turn for active managers.

Jupiter remains focused on factors that we can control and ensuring

that we have a differentiated and diverse product line up, which seeks

to deliver positive investment outcomes for clients whatever the

market environment.

We have been active throughout 2023 in continuing to fine tune

our product offering. We now have a more clearly defined range of

strategies, suited to the needs of modern clients and aligned to our

differentiated capabilities. We have also launched new products

including our thematic range, as well as recruiting new investment talent.

Context

We are witnessing an evolution in how our clients wish to deal

with us and what they expect from us. More than ever before,

clients today are highly knowledgeable with an appetite for detailed,

technical communications about our products and an expectation

that we can meet the high degree of due diligence analysis they

require. This applies across client segments, with the wholesale market

increasingly reaching a level of sophistication that was previously the

preserve of institutions.

Jupiter’s response

Jupiter has always recognised the paramount importance of our

clients to our business. However, it is increasingly clear that the future

of our industry is not going to be focused on the traditional model of

‘distributing products’ and more on building deeper long-term

relationships with clients.

The goals of our newly formed Client Group reflect the ongoing

convergence of our clients’ needs. An important part of this is

how we engage with a sophisticated client base, which has bespoke

servicing needs and wants to think beyond products and consider

alternative methods of accessing our investment teams’

alpha-generating capabilities.

The Client Group structure also recognises how crucial technology is

to all aspects of delivery and client experience, with a renewed focus

on enhancing our digital offering to clients. More information on the

Client Group can be found on page 34.

1 2

Link to strategy and risks

FTSE All-Share MSCI AC World

-8

-6

-4

-2

Bloomberg Global-Aggregate TR

Risk assets rallied at the end of 2023

Jan

Feb Mar Apr May Jun Jul Aug Sep Oct Nov

Dec

MARKET TRENDS

Client ratings 2023

% of respondents

Client ratings 2022

1 2 3 4 6 7 8 9 105

10%

20%

30%

40%

50%

Source: NMG Consulting, survey conducted with 45 key Jupiter clients (15 UK, 21

Continental Europe, 9 Rest of World). Telephone interviews conducted between

October and December 2023.

1. Please see from page 14 for details of our strategic objectives and from page 64 for

our key risks.

A survey of our clients showed increased satisfaction in 2023

Context

The pace of regulatory change in the asset management industry

continues unabated.

In the UK, Consumer Duty came into effect in the summer of 2023,

focusing on consumer protection, product suitability, and ensuring

that clients received ‘good outcomes’. The FCA have also run a

consultation around Sustainability Disclosure Requirements (SDR).

We have observed a greater focus on conduct risk, as well as less

equivalency in regulations worldwide, particularly around reporting

requirements for labelled sustainability products. This divergence

creates a challenge for global asset managers such as Jupiter as we

ensure we remain in compliance with regulation across the many

geographies in which we operate.

Jupiter’s response

It is of course imperative that we ensure that Jupiter stays in

compliance with regulations and, with regulatory regimes diverging

across the many markets in which we operate, there is a greater need

for us to have robust control frameworks, as well as subject matter

experts in place to understand the specific requirements.

2023 saw us augment our sustainability and stewardship teams

with several new hires, including a Head of ESG Research and

Integration, as we look to improve upon our strengths in sustainability

and stewardship in both our corporate and investment operations.

In addition, during 2023 we created a new Culture and Conduct

Committee, chaired by our CEO, to ensure our governance framework

around conduct risk is set with the appropriate tone from the top and

seeks to promote protection for our clients.

Context

One of the notable features of 2023 was the transformation of

Artificial Intelligence (AI) from an abstract research topic to

something of tangible, practical importance to businesses.

New AI capabilities support existing development around

automation technologies to present an opportunity to increase both

the efficiency and the sophistication of many processes. However,

all firms must work hard to ensure they focus on the real-world

effectiveness of the technological developments, outside the hype.

Jupiter’s response

Jupiter has placed an emphasis on investing in technology for some

time, recognising the key role it can play in helping us deliver on

our strategic ambitions, particularly around scalability and

reduced complexity.

During 2023, we have onboarded some new software tools to

improve the accuracy and granularity of data available to our

employees. Our ongoing drive to automate processes wherever

applicable has seen our data layer project automate over 100 manual

reports so far. Concurrently, our Intelligent Process Automation team

and cohort of employee ‘citizen developers’ have created over 100

automations to streamline the day-to-day work of our people.

We are also making use of Microsoft’s Copilot AI-driven tools

embedded into Office applications, with Jupiter employees

exploring ways these can enhance workflow efficiency.

Hardware Software Other Total

AI is forecast to see significant growth over the coming decade

Generative AI Revenue Projections ($, millions)

Emissions (tCO

2032E2031E2030E2029E2028E2027E2026E2025E2024E2023E202220212020

300

600

900

1,200

1,500

REGULATORY CHANGE

AND DIVERGENCE

TECHNOLOGY,

AUTOMATION AND AI

3 4

Link to strategy and risks Link to strategy and risks

Link to risk

Geopolitical risk Regulatory riskPeople risk

Investment performance risk

Sustainability risk

Outsourcing and supplier risk

Technology information security risk

G I

P R

S T

Source: Jupiter, Includes Policy Documents, Consultation Papers, Guidance, Reports,

Discussion Papers, Feedback Statement and Guidance Consultations issued by the

FCA or the Bank of England and logged by Jupiter’s Compliance team during 2023.

Source: Bloomberg, Statista, eMarketer, IDC.

The FCA published over 6,500 pages of regulatory material in 2023

Policy Documents

Consultation Papers

Guidance

Reports

Discussion Papers

Feedback Statements

Guidance Consultations

13Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

1. INCREASE

SCALE

...in select geographies

and channels

2. DECREASE

UNDUE

COMPLEXITY

...with costs managed

carefully through a relentless

pursuit of efficiency

3. BROADEN OUR

APPEAL TO

CLIENTS

...with a curated product

offering, while exploring

new methods of delivery

4. DEEPEN

RELATIONSHIPS

WITH ALL

STAKEHOLDERS

...with purpose and

sustainability embedded

in all we do

OUR STRATEGY

Strategic objectives Progress in 2023

• Generated gross flows of £3.3bn and net inflows of £1.8bn

from clients in the Institutional channel. Total assets in

the Institutional channel are now £10bn, or 19% of

Group AUM.

• Strong, well diversified late-stage pipeline.

• AUM from international clients is now £17.9bn or

34% of Group AUM. Additional focus, investment and

prioritisation of key overseas opportunities, including

Germany and Italy.

• Largely completed fund rationalisation process, with

attrition rate of only 0.7% of Group AUM, resulting in

around 25% fewer funds.

• Invested in technology across the Group, with a focus on

automation. Over 100 Institutional client reports have

been automated and a further 100 processes automated.

• Reduced non-compensation costs by 6% since 2022,

creating space to invest for growth. 19% of total cost

base invested in strategic growth areas.

• Formation of Client Group, focused on client delivery and

experience.

• Fund rationalisation process allowed space for new

product development.

• Launched five Thematic funds, managed by the highly

successful systematic equities team.

• 78% employee engagement score, an increase of seven

percentage points over the year.

• Introduced new tiered pricing structure for UK-domiciled

fund range, allowing clients to benefit from economies of

scale as fund assets grow.

• Simplified capital allocation framework resulted in

£53m returned to shareholders through ordinary

and special dividends.

STRATEGIC OVERVIEW

• Assets under management

• Net flows

• Net management fees

• Underlying earnings per share

• Cost:income ratio

• Total shareholder return

• Underlying earnings per share

• Cost:income ratio

• Total shareholder return

• Investment performance

• Assets under management

• Net flows

• Net management fees

• Underlying earnings per share

• Total shareholder return

• Employee engagement

• Underlying earnings per share

• Total shareholder return

• Geopolitical risk

• Investment performance risk

• Regulatory risk

• Technology and information

security risk

• Outsourcing and supplier risk

• Technology and information

security risk

• Investment performance risk

• Regulatory risk

• Sustainability risk

• People risk

• Regulatory risk

• Sustainability risk

• Outsourcing and supplier risk

Links to KPIs Links to key risks

“WE CREATE A BETTER

FUTURE FOR OUR CLIENTS

AND THE PLANET WITH

OUR ACTIVE INVESTMENT

EXCELLENCE.”

15Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

...IN SELECT GEOGRAPHIES AND CHANNELS

Of our four strategic objectives, increasing scale is the most

important. In an industry of declining revenue margins and

increasing regulatory costs, our focus is on building scale and

driving top line revenue growth to sustainably grow the

business over the medium term.

One of our key areas of focus to increase scale is within the

Institutional channel. We generated net inflows in this channel

of £1.8bn this year, which amounts to £3.8bn since the start of 2022.

Institutional clients now entrust us with £10bn of their assets to

manage. This represents 19% of our total Group assets, an increase

from just 10% in 2018. Our pipeline remains strong and we are

partnering with larger, more sophisticated clients. The average

size of our mandates won in 2023 was £500m, five times larger

than in 2021.

OUR STRATEGIC PRIORITIES

Growing our international business is also a key focus. We saw net

inflows this year from clients based outside our home market of the

UK of over £1bn. International clients now represent £17.9bn of AUM,

or 34% of total Group assets, an increase from 25% in 2018. Particular

focus has been on our presence in Germany and Italy, where we have

invested incremental new resource, as well as prioritising central

resources to drive growth.

+£5.4bn

Five year growth in percentage of assets under management

2018 20202019 2021 2022 2023

2021 2022 2023

International AUM

since 2018

Institutional AUM

2018 20202019

34%

of total Group AUM

18%

of total Group AUM

+£5.3bn

since 2018

INCREASE

SCALE...

DECREASE UNDUE

COMPLEXITY...

...WITH COSTS MANAGED CAREFULLY THROUGH

A RELENTLESS PURSUIT OF EFFICIENCY

As the industry faces both top line revenue pressures and increasing

operating and regulatory costs, it is key that we run the business

as efficiently as possible and remove all undue complexity across

the Group.

We have instilled a zero-based budgeting mindset across the Group,

carefully and critically analysing all our costs, and ensuring that we

remain laser-focused in our pursuit of efficiency. We have identified

further savings this year, reducing our non-compensation costs by

6% compared to 2022 and 15% over the last two years. This focus

on efficiency has allowed us to reallocate resource to key growth areas,

with 19% of our costs directed towards strategic growth opportunities.

Although an important ongoing discipline, we have now largely

completed our fund rationalisation process, reducing our number of

funds by around 25% and creating a more differentiated, clearer client

proposition. This targeted and carefully managed process resulted in

an attrition rate of only 0.7% of total Group AUM.

We have also invested in better use of technology across the Group,

focusing on automation of manual processes to drive efficiencies.

Within the newly formed Client Group, we have automated the

production and delivery of over 100 bespoke reports for Institutional

clients, which previously relied upon manual processes. A further

100 bespoke processes have been automated through our ‘citizen

developers’ programme, which will continue to expand through 2024.

15%

decrease in non-comp

costs over two years

25%

reduction in total number

of funds

>100

Institutional client reports

now automated

19%

of total cost base

investing for growth

17Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

BROADEN OUR

APPEAL TO CLIENTS...

...WITH A CURATED PRODUCT OFFERING, WHILE

EXPLORING NEW METHODS OF DELIVERY

In order to sustain and to continue to grow the business, it is vital

that we remain an appealing partner with whom to work for a broad

range of clients. First and foremost, that means delivering consistent,

sustainable high-quality investment outcomes for our clients through

our active investment excellence.

We have delivered strong and improving investment performance

this year. 59% of our mutual fund assets outperformed their peer

group median to end December 2023, an eight percentage point

increase from the previous year. More details can be found on

page 32.

Broadening our appeal to clients also means ensuring that we have

an appropriate, distinct and differentiated offering of investment

strategies. The fund rationalisation process has provided us with the

space to develop new products, including the launch of our Thematic

range, managed by our successful systematic equities team. Collectively,

these five funds represent a market opportunity of over £100bn.

The needs of our clients are also fundamentally changing and it is

critical that our business evolves in order to meet these needs.

Clients are increasingly sophisticated and leveraging technology to

conduct thorough due diligence before we become actively involved

in their selection process. They expect a more bespoke form of client

service and reporting and want to see clear, repeatable, sustainable

investment processes.

To meet these new expectations, we have evolved our client-facing

roles into the newly formed Client Group this year. Success will be

driven here not just through selling individual products to our clients,

but rather through engaging in deeper relationships, becoming

a trusted partner and engaging in an ongoing, highly technical

conversation, while leveraging technology to both automate

and personalise much of our reporting. More details on the

Client Group can be found on page 34.

OUR STRATEGIC PRIORITIES CONTINUED

Client

relationship

Global business

development

Client experience

Strategic

business delivery

DEEPEN RELATIONSHIPS

WITH ALL STAKEHOLDERS...

...WITH PURPOSE AND SUSTAINABILITY

EMBEDDED IN ALL WE DO

Our final strategic objective is to build, maintain and strengthen

deep relationships with all our stakeholder groups, including our

clients, our shareholders, our people, our regulators and the society

in which we operate.

Jupiter is a people business. It is critical to our future success that

we build and maintain an inclusive culture where everyone can thrive.

We believe that greater strength can be found in diversity of thought,

experience and background and have introduced a number of

initiatives and targets to evolve our business in this respect.

More details on our people and culture can be found on page 52.

We regularly conduct employee ‘pulse’ surveys, to provide an

opportunity for our people to give their views on Jupiter. Three

surveys were conducted in 2023 and we were delighted that our

participation rate and overall engagement score increased over the

year. Most recently, 85% of our people participated with a 78%

engagement score, an increase of seven percentage points over

12 months.

Our clients remain a key stakeholder group and building deeper

relationships with them will be a key focus for the Client Group

through 2024. We also announced this year that we would introduce

tiered pricing for our UK-domiciled fund range, through which our

clients can share the benefits of economies of scale as our individual

funds grow.

Shareholders are also a key stakeholder group, with whom we build

strong relationships. We have simplified and clarified our capital

allocation framework this year, returning £53m through ordinary

and special dividends. More details can be found on page 30.

Dec 22 May 23 Sep 23 Dec 2360

Percentage of respondents

I would still like to be working at Jupiter in two years’ timeOverall employee engagement

I am proud to say I work for Jupiter If asked, I would recommend to friends and family that Jupiter is a good place to work

71%

76%

78% 78%

77%

80%

78%

76%

74%

77%

72%

70%

71%

78%

79%

78%

19Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

OUR PERFORMANCE

Employee engagement (%)

78%

Net flows (£bn)

£(2.2)bn

Assets under management (£bn)

£52.2bn

Investment performance (%)

59%

Percentage of our mutual fund AUM above their median over three

years after all fees.

59% of mutual fund AUM outperformed their peer group median over

three years (2022: 51%) and 41% was top quartile. The improvement was

driven by two larger funds, the European and UK Income Trust funds,

moving above their median over the period.

The overall performance figure also improved over other time periods.

Over one year, 65% of mutual fund AUM outperformed (2022: 49%)

and over five years, the figure was 66% (2022: 53%). More details can

be found on page 32.

Why this is important: Investment performance is the lead indicator

for our continued success and demonstrates our competitive

advantage in delivering investment excellence for clients.

Net flows are the gross inflows to our investment strategies less

redemptions during the year.

Gross flows remained strong at £13.2bn (2022: £15.1bn), although

demand fell in the second half of the year. Macro uncertainty around

inflation, interest rates and weaker economic growth led to reduced

retail demand for risk assets, particularly towards the end of the year.

We continued to see strong net inflows into the Institutional channel

of £1.8bn, but saw outflows in the retail, wholesale and investment

trust channel of £4.0bn. More details can be found from page 24.

Why this is important: Net flows are a key lagging indicator of

investment success, reflecting our ability to deliver investment

performance that attracts client funds, and to grow our AUM.

More details on the Group’s use of APMs can be found on page 213.

The total value of assets which we manage on behalf of our clients.

Total Group AUM ended the year 4% higher at £52.2bn. Net outflows

of £(2.2)bn were more than offset by positive market movements of

£4.2bn. However, average AUM fell through the year by 3% to £50.9bn

(2022: £52.4bn).

Why this is important: AUM is the basis on which we earn

management fees and how we generate the majority of our revenue.

Growing AUM through investment performance and positive net

flows demonstrates our ability to deliver positive investment

outcomes and to attract and retain clients.

The combined score from a number of key questions in our

employee engagement surveys.

Our employee engagement score for 2023 was 78%, a seven percentage

point increase from 2022. We have conducted ’deep dive’ surveys this

year on our group strategy and assessing our culture. Over the year,

there was a 17 percentage point increase in our people’s understanding

of the Group strategy. The latter highlighted strengths in feeling safe

to speak up with a concern, wellness and flexibility, and celebrating

success. We currently only have three years’ data for this KPI as we

have not historically conducted comparable employee surveys.

More details can be found on page 52.

Why this is important: The overall engagement score is a key metric

for monitoring employee sentiment and demonstrates our ability to

attract and retain talented employees.

KEY PERFORMANCE INDICATORS

quartile 2

quartile

NON-FINANCIAL KPIs

52.2

50.2

1841

1140

2137

2842

38 34

(2.2)

(3.5)

(3.8)

(4)

(4.5)

FINANCIAL KPIs

Net management fees (£m)

£354.0m

Cost:income ratio (%)

73%

Underlying earnings per share (p)

14.8p

Total shareholder return

(25)%

OUTCOME KPI

Fees earned from managing our funds, net of payments to our

distribution partners.

Net management fees decreased by 8% in 2023 as a result of lower

average AUM and the impact of changing business mix on the average

net revenue margin.

Why this is important: Net management fees are the largest

component of our revenue and demonstrate our ability to earn

attractive fees by designing and successfully distributing products that

deliver value to clients.

The ratio of total operating costs divided by net revenue,

excluding exceptional items and the impact of performance fees.

The cost:income ratio increased by four percentage points this year

to 73%. Costs have been carefully managed and there has been a 12%

decrease in total operating costs compared to 2022. However, lower

average AUM and lower net revenue management fee margins have

impacted revenue.

Why this is important: The management of the cost:income ratio

demonstrates our ability to manage costs and to drive growth,

within the context of inflationary pressures and falling fee margins.

Underlying profit after tax divided by issued share capital.

Underlying EPS increased by 31% over the period, broadly in line

with the increase in underlying profits before tax.

Why this is important: EPS measures the overall effectiveness of our

business model and drives both our dividend policy and the value

generated for shareholders.

The total return experienced by our shareholders through a

combination of share price movements and capital returned

to shareholders.

In challenging market conditions, our share price fell by just under

30% in 2023. This was partially offset by the return of capital to

shareholders through a total dividend of 9.8 pence per share,

comprising 6.9 pence of ordinary dividends and 2.9 pence

of a special dividend.

Why this is important: Total shareholder return demonstrates our

ability to deliver a positive return to shareholders, through both share

price performance and the distribution of additional capital.

Link to strategic objectives

Increase scale

Decrease undue complexity Broaden our appeal to clients Deepen relationships with all stakeholders

354.0

384.8

453.7

384.0

370.0

(25)

(42)

(2)

(26)

14.8

11.3

31.7

28.7

28.8

21Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

OUR BUSINESS MODEL

WHO WE ARE

THE VALUE WE CREATE

Truly active,

high-conviction

investment

management

Client-led

philosophy, focused

on exemplary client

delivery & experience

Industry-leading

talent in a culture

where everyone

can thrive

Jupiter is a specialist, high-conviction, active asset manager. We create a better future for our

clients and the planet with our active investment excellence.

OUR CLIENTS

Investment performance

after all fees

We help our clients to meet

their long-term investment

goals, by delivering investment

outperformance after fees.

OUR EMPLOYEES

Individual engagement

We have a culture that attracts

and develops talent.

We support and challenge our

people to continuously develop.

OUR SHAREHOLDERS

Total returns

We balance investment for

growth of the business with

making returns to shareholders.

OUR COMMUNITIES

Stewardship

We actively engage with the

companies in which we invest

and are focused on the

sustainability of both

investee companies and

our own business.

9.8p

Total dividend

78%

Employee engagement

59%

Mutual fund

investment performance

508

Shareholder resolutions

on ESG issues

BUSINESS MODEL

WHAT WE DO

HOW WE DO IT

We create a better

future for our clients

and the planet with

our active investment

excellence

We are fundamentally a people business. We seek to build a diverse employee base

and an inclusive culture where everyone can thrive and achieve their full potential.

Efficient operating

model

We are focused on driving efficiency

through a single operating platform, which

we continue to develop to remove undue

complexity and to adapt as market

conditions evolve.

Governance

and control environment

We have a robust governance and control

environment, which helps us to manage

risk effectively and maintain operational

resilience and efficiency.

Scalable technology

platform

We continue to invest in technology and

data, with a focus on automation, across

the Group to improve efficiency and

remove undue complexity.

BUILD DEEP

RELATIONSHIPS

WITH OUR

CLIENTS

TAILOR OUR

INVESTMENT

EXPERTISE

TO MEET OUR

CLIENTS’ NEEDS

ACTIVELY

MANAGE

INVESTMENTS TO

DELIVER SUSTAINABLE

PERFORMANCE

TO CLIENTS

Page 34

Page 32

23Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

STRATEGIC PROGRESS DESPITE

AN UNCERTAIN ENVIRONMENT

In a challenging year, our focus on balancing cost

control with maintaining appropriate investment

in growth areas has been key in enabling us to

pursue our strategic objectives for the benefit

of our stakeholders in the long term.

It has been another year of significant change. Against a

backdrop of continuing market and geopolitical uncertainty,

investor appetite for risk assets inevitably impacted flows

and therefore revenues, particularly in the second half.

Whilst we cannot control the market or investor

sentiment, we do have the ability to continue to

be forward-looking and invest in areas of long-term

business growth, helped by our balance sheet

strength. Alongside this, we have actively

pursued efficiencies, such as introducing

automation into our key processes and

leveraging existing technology, rationalising

our product offering, building scale into our

institutional and international businesses and

controlling our cost base, in line with our stated

strategic objectives. We believe that this approach

gives us a solid and disciplined base from which

we can achieve our goal of delivering long-term

sustainable growth both for our clients and

our shareholders.

Underlying profit before tax for the year, defined as

the statutory profit before tax excluding exceptional

items (see APMs on page 214), was £105.2m, an increase

of 36% on 2022. Excluding the impact of performance fees,

there was a decrease in profitability of £2.8m, reflecting

lower management fee revenues, offset by cost savings, net

gains on seed and interest earned on cash invested in money

market funds. Despite the volatile market conditions and low levels

of retail client demand for risk-exposed products, we saw strong net

flows from Institutional clients in line with our strategic focus. This,

combined with good investment performance and favourable market

movements, resulted in AUM ending the year 4% higher at £52.2bn.

FINANCIAL REVIEW

Wayne Mepham

Chief Financial & Operating Officer

“Underlying profit before tax for

the year was £105.2m, an increase

of 36% on 2022.”

We continue to present separately the impact of exceptional

costs arising from the Merian acquisition on the Group’s underlying

profitability as well as the impairment of goodwill across our single

cash-generating unit (CGU). This impairment mainly arises from

higher costs of capital, but also reflects the impact of lower retail

demand across all our capabilities in the short term. Separately, Merian

amortisation charges in respect of intangible assets are scheduled to

cease in June 2024. We have also continued to disclose our underlying

results, excluding the impact of performance fees due to the mismatch

that results from accounting for the fee income and costs associated

with that income in different time periods. The additional disclosure is

intended to help users better understand our financial performance,

including profits from ongoing revenues. Statutory PBT was down from

£58.0m to £9.4m after the deduction of exceptional items of £95.8m

(2022: £19.6m). Exceptional items includes a charge of £76.2m in respect

of goodwill impairment.

Underlying EPS, defined as underlying profit after tax excluding

non-controlling interests divided by the weighted average number

of shares in issue (see APMs on page 213), was up 31% to 14.8p (2022:

11.3p). Basic statutory EPS decreased from 8.9p to a loss of 2.5p.

Macroeconomic and political uncertainty continued to dominate

the markets. However, despite this, fiscal pressure on households,

companies and governments remains. As a result, client preferences

during the year were mainly for low-risk products, such as returns on

cash deposits, which are at levels last seen in 2008.

AUM ended the year at £52.2bn, a £2.0bn increase on the prior year,

driven by market appreciation, despite the changeable market

environment, partially offset by net outflows. Gross client flows

were stronger in the first half of the year, but momentum slowed

in the second half as retail client demand weakened. For the year

as a whole, gross flows were down £1.9bn year-on-year at £13.2bn.

Net institutional flows were once again positive at £1.8bn (2022:

£2.0bn), but this was outweighed by retail outflows of £4.0bn,

reflecting a lack of demand in clients for risk assets, particularly

in the final quarter.

Investment performance showed a marked improvement across

all measurement periods. 59% of mutual funds outperformed their

peers over a three-year period, up from 51% in 2022. Over five years,

outperformance was 66% compared to 53% in 2022, and over one

year, it was 65% compared with 49%.

The main drivers of the increase in the three-year number were two

of our larger funds, European Growth and the Income Trust, moving

above their median over the period.

The most significant increase was in the one-year number, which rose

by 16 percentage points. This was driven by our three largest funds,

Dynamic Bond, European and Strategic Bond, now being above their

median, having performed better than many of their peers.

Of our 12 funds above £1bn in AUM, nine are outperforming over three

years. The three that are not above median over three years are now

doing so over one year.

As an active asset manager, we accept that our investment managers

often have views that differ from the consensus. This may lead to

periods of underperformance but, on long-term performance metrics,

we know we need excellent investment performance if we are to

maintain our position as a leading active asset manager. We therefore

remain focused on ensuring even stronger service to our clients.

That includes investment performance returning to higher levels

in the short to medium term.

2023 2022

Before performance

fees

£m

Performance

fee profits

£m

Total

£m

Before performance

fees

£m

Performance

fee losses

£m

Total

£m

Net revenue 355.6 13.2 368.8 387.0 10.3 397.3

Fixed staff costs (78.1) – (78.1) (82.4) – (82.4)

Variable staff costs

1, 2

(72.8) (6.4) (79.2) (70.6) (33.9) (104.5)

Non-compensation costs (107.3) – (107.3) (114.6) – (114.6)

Administrative expenses

(258.2) (6.4) (264.6) (267.6) (33.9) (301.5)

Other gains/(losses) 3.2 – 3.2 (9.7) – (9.7)

Amortisation of intangible assets

(1.8) – (1.8) (2.2) – (2.2)

Operating profit before exceptional items 98.8 6.8 105.6 107.5 (23.6) 83.9

Net finance costs (0.4) – (0.4) (6.3) – (6.3)

Profit before taxation and exceptional items 98.4 6.8 105.2 101.2 (23.6) 77.6

Exceptional items (95.8) – (95.8) (19.6) – (19.6)

Statutory profit before tax 2.6 6.8 9.4 81.6 (23.6) 58.0

1. Variable costs in respect of performance fee profits/(losses) in 2023 mainly relate to the accounting charge for deferred bonus awards made in respect of 2023 performance

fee revenues (2022: mainly in respect of 2021 performance fee revenues).

2. Variable staff costs and Administrative expenses exclude £0.8m classified as exceptional (2022: £0.8m).

3. Amortisation of intangible assets excludes £18.8m classified as exceptional (2022: £18.8m).

25Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Throughout the year, we have aimed to maintain focus on all the

controllable aspects of our business and to advance the execution of

our strategy: to increase scale, reduce undue complexity, broaden our

appeal to clients, and deepen relationships with our stakeholders.

To achieve these goals, the Group is committed to investment in its

clients, its systems and its people. We maintain a disciplined approach

to project spend through investment in the most important areas of

growth, but our balance sheet strength enables us to take a long-term

view when planning for the future.

The Group continues to hold healthy levels of liquid assets and capital.

In early 2023, we completed the £10m share buyback we had begun in

October 2022, purchasing and subsequently cancelling a further 1.4m

of our ordinary shares. In order to fulfil a commitment to distribute

70% of the Group’s underlying profits in respect of 2021 and 2022,

we had intended to undertake a further £16m programme in 2023.

After consultation with shareholders, this was replaced by a special

dividend of 2.9p per share which was paid in September 2023.

The Group’s stated dividend policy of paying out 50% of our

underlying earnings excluding performance fees as ordinary

dividends is unchanged. We have also retained our commitment to

make additional returns of capital on a less frequent basis, determined

by the capital needs of the business. We believe this is a sustainable

position, balancing investment in the business and retention of

adequate levels of liquidity with appropriate returns to shareholders

at the right time.

The macroeconomic environment continues to be challenging, but our

focus will continue to be on those aspects of our business that we can

control and building positive momentum to grow the business.

Movement in AUM by product (£bn) 31-Dec-23 Net flows

Market and

other

movements 31-Dec-22

Retail, wholesale and

investment trusts 42.2 (4.0) 2.8 43.4

Institutional 10.0 1.8 1.4 6.8

Total 52.2 (2.2) 4.2 50.2

of which is invested in

mutual funds 38.1 (3.9) 2.7 39.3

ASSETS UNDER MANAGEMENT

AUM increased by 4% to end the year at £52.2bn (2022: £50.2bn).

Average AUM over the year was £50.9bn, a decrease of 3% on 2022.

Gross flows were £13.2bn, down on the £15.1bn seen last year. For the

first two quarters of the year, gross inflows were trending upwards,

at £7.7bn, significantly higher than the first half of 2022, boosted by

Institutional flows, but demand was more subdued in the second half

as retail demand for risk assets weakened.

In the Institutional channel, gross client flows of £3.3bn came from a

number of different geographical regions, with sizeable mandate wins

in both the first and second halves of the year. Success in this area will

not be linear and we do not expect to see significant mandates funding

every reporting period. We do expect some attrition in the short term

as a result of personnel changes in the management of some segregated

mandates, but our confidence in the business remains strong and we

have a significant late-stage pipeline, some of which we expect to

convert to flows over the next 12 months.

Total net outflows in the year were £2.2bn, down from £3.5bn in 2022.

All of the £2.2bn net outflows occurred in the second half of the year.

We saw net positive flows in the 12-month period to 30 June 2023, the first

net positive 12 months since the first quarter of 2018. We generated positive

net inflows in the Institutional channel of £1.8bn, principally in the first half.

In Retail, wholesale and investment trusts, client redemptions were

spread across multiple strategies, reflecting the ongoing risk-off investor

sentiment in the UK retail market. Our UK retail business continued

to be the source of the majority of our net outflows, with £2.9bn,

predominantly from UK and European equities. Within fixed income,

with the widespread availability of high rates of interest on cash,

our international unconstrained fixed income product saw net

outflows of £1.4bn, but finished the year with very strong performance.

The UK version of this fund saw net outflows of £0.8bn, spiking in the

second quarter as bank deposit rates hit their peaks. Strong investment

performance contributed to the achievement of positive flows in our

India, Asian Income and Japan Income funds.

We saw continuing strong signs of momentum in our Institutional

business, with net inflows of £1.8bn, principally in the first half year,

reflecting the investment we have made in terms of hiring, systems

and client servicing. We expect to see a similar pattern on an ongoing

basis – that is, non-linear flows due to the timing of client funding.

These flows were diversified by region and investment strategy, but

also in size of mandate. Institutional clients now make up 19% of the

Group’s AUM, an increase of five percentage points in the year.

A number of external agencies assess the Group’s ESG risk. We

retained our listing on the FTSE4Good Index Series and achieved an

AAA score from MSCI and an A- rating from CDP, which continues

to position us in the leadership category, according to CDP’s

methodology. The full set of ESG ratings for 2023 can be found in

the Group’s Sustainability Update, available from our website at

www.jupiteram.com.

FINANCIAL REVIEW CONTINUED

“We are maintaining our focus on all

the controllable aspects of our

business and advancing the

execution of our strategy...to

increase scale, reduce undue

complexity, broaden our appeal to

clients, and deepen relationships

with our stakeholders.”

In October 2023, as part of our strategic focus on broadening our appeal

to clients, we announced our intention to implement a tiered pricing

structure across our UK-domiciled fund range. This becomes effective

in February 2024, and will provide better alignment with our clients,

allowing them to benefit from economies of scale as the overall size of a

fund grows. This is expected to reduce margins in 2024 by 1.5bps to 2bps

excluding any ongoing impact resulting from changes to business mix.

Performance fees were at similar levels to last year at £13.2m (2022:

£10.3m). We have eight funds which have the potential to generate

performance fees, along with a number of segregated mandates.

ADMINISTRATIVE EXPENSES

Against a backdrop of price inflation and lower revenues, cost

control continued to be a key focus during the year. We also

remained focused on retaining an operating model centred around

our clients, with a clear focus on risk management, reducing undue

complexity through investment in technology and automation, and

continued investment in key areas of growth.

In addition, cost control needs to be balanced with offering our staff a

compensation package that enables the Group to remain competitive

in attracting and retaining talent both now and as the market

environment improves.

Total administrative expenses (including exceptional items) were

£265.4m, down 12% from £302.3m in 2022, of which £6.4m related to

performance fees (2022: £33.9m). The remainder of the saving was a

result of our ongoing focus on cost control and efficiency across

the Group.

As in previous years, we have separately presented certain

administrative expenses as exceptional items. These are covered

in more detail on page 28.

As a high-conviction, active asset manager, we believe that ongoing

engagement with investee companies and holding boards to account

plays an important role in preserving and enhancing the value of assets

we manage for our clients.

NET REVENUE

Although financial markets generally finished the year more strongly

than they had started, there were periods of volatility in between, with

equity and fixed income indices experiencing heavy losses at different

points in the year. The biggest recovery occurred in the fourth quarter,

leading to an increase in closing AUM year-on-year, but we still

experienced a decrease in average AUM. This was due to the lower

market levels that had persisted for much of the year, as well as 2022

average AUM having benefited from a higher starting position. Revenues

were down on 2022 levels, reflecting this as well as the lower average

fee rates that mainly resulted from a change in business mix.

Revenue in the year was £405.6m (2022: £443.5m), with net revenues

of £368.8m (2022: £397.3m), of which performance fees contributed

£13.2m (2022: £10.3m). Net revenue comprises revenue less fees and

commissions payable to third parties (see APMs on page 214).

Net revenue (£m) 2023 2022

Net management fees 354.0 384.8

Net initial charges 1.6 2.2

Performance fees 13.2 10.3

Net revenue 368.8 397.3

Revenue 405.6 443.5

Net management fees, comprising management fees less fees and

commissions payable to third parties on those fees (see APMs on page

214), decreased by £30.8m to £354.0m, driven by lower average AUM,

which was £1.5bn lower at £50.9bn.

Our average net management fee margin reduced from 73.5bps in

2022 to 69.5bps for 2023. This reduction was broadly in line with our

expectations, driven by an increase in AUM in lower-margin business,

including significant net inflows into our Institutional business in the

second half of 2022 and the first half of 2023. As the Group continues

its transition to a greater weighting towards Institutional business, we

expect further downward pressure on this measure. Our focus is on

building scale in select areas, growing our existing business and pursuing

other opportunities for growth that will drive increases in absolute

revenue and profits, but which will come with a lower average net

management fee margin for the Group.

Net revenue

£368.8m

2022: £397.3m

Revenue

£405.6m

2022: £443.5m

27Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

Costs by category (£m) 2023 2022

Fixed staff costs

78.1 82.4

Variable staff costs before performance

fee-related costs

72.8 70.6

Other expenses

107.3 114.6

Administrative expenses before performance

fee-related costs

258.2 267.6

Performance fee-related variable staff costs 6.4 33.9

Administrative expenses

264.6 301.5

Exceptional items 0.8 0.8

Administrative expenses 265.4 302.3

Total compensation ratio before performance

fees

42% 40%

Total compensation ratio

43% 47%

Cost:income ratio

73% 69%

1. Stated before exceptional items and performance fees (see APMs on page 214).

2. Stated before exceptional items (see APMs on page 214).

Before performance fee-related variable staff costs and exceptional

items, administrative expenses were £258.2m (2022: £267.6m), 4% lower

than in 2022.

Our fixed staff costs decreased from £82.4m in 2022 to £78.1m in 2023,

substantially due to the non-recurrence of the £4.1m redundancy

programme expense recognised in 2022 and the resulting cost control

measures we implemented, partially offset by salary inflation. Total

headcount has decreased from 522 at the start of the year to 512 on

1 January 2024 on a full-time equivalent basis. Average headcount for

the Group in 2023 decreased from 572 to 527. Our focus remains on

maintaining a robust process on assessing headcount needs, aligned

to the scale and needs of the business and our clients.

As in previous years, operational agility is at the centre of our approach

to cost management, as well as ensuring we attract and retain talented

people and have a robust control environment.

Variable staff costs (£m) 2023 2022

Variable staff costs before performance

fee-related costs and exceptional items 72.8 70.6

Performance fee-related variable staff costs 6.4 33.9

Variable staff costs before exceptional items 79.2 104.5

Exceptional items 0.8 0.8

Variable staff costs 80.0 105.3

Variable staff costs before performance fee-related costs and

exceptional items increased from £70.6m to £72.8m. The increase

mainly reflects accounting accruals and adjustments relating to

incentive awards and the impact of changes to the share price on

certain elements of deferred bonus awards made in the form of

Jupiter shares.

Performance fee-related variable staff costs were £6.4m,

significantly lower than 2022, as changes in the value of Chrysalis

shares held by the Group to hedge compensation awards had the

effect of substantially front-loading the performance fee-related

charge into 2021 and 2022, as well as other adjustments to amounts

to be paid.

Of the current year charge, only £2.4m relates to prior year awards.

Going forward, in the absence of substantial performance fee income

earnings, we expect such charges to continue at similarly lower levels.

The Group’s total compensation ratio including all performance

fee-related compensation decreased from 47% to 43%, reflecting the

movement from performance fee losses in 2022 to profits in 2023.

The Group’s total compensation ratio before performance fees and

exceptional items increased from 40% to 42%, mainly reflecting the

impact of lower net revenue excluding performance fees earned in

the year.

Other expenses have decreased by £7.3m to £107.3m, due partly to

a reduction in costs that are largely linked to AUM levels, but also

through direct management actions of driving value from our

suppliers, finding efficiencies and lower discretionary spend.

The Group’s cost:income ratio increased from 69% to 73%. This is

largely driven by the 8% decrease in management fees only partially

offset by cost reductions in the year.

EXCEPTIONAL ITEMS

Exceptional items are items of income or expenditure that are

significant in size and which are not expected to repeat over the

short to medium term. Such items have been separately presented to

enable a better understanding of the Group’s financial performance.

Where appropriate, such items may be recognised over multiple

accounting periods.

In 2023, exceptional items were £95.8m (2022: £19.6m), of which £76.2m

related to an impairment charge in respect of the Group’s goodwill

asset. The Group performs impairment tests at least annually in

respect of goodwill acquired as part of its business combinations

involving Knightsbridge Asset Management Limited (2007) and Merian

Global Investors Limited (2020). The test compares the carrying value

of the CGU of which the acquired businesses form part to the net

present value of the Group’s future earnings, as described in Note 11 to

the accounts. As a result of the challenging economic environment,

including higher costs of capital and lower levels of retail demand, the

Group’s judgement was that the value of the goodwill asset at 31

December 2023 had fallen below that of its carrying value. As a result,

an impairment charge of £76.2m was recognised. This is a non-cash

item and does not impact the Group’s regulatory capital or liquidity

position, or its ability to pay external dividends.

The remainder of the exceptional charges in both 2022 and 2023

comprised costs related to the Merian acquisition.

Exceptional items (£m) 2023 2022

Amortisation of acquired intangible assets 18.8 18.8

Deferred compensation costs 0.8 0.8

Impairment of goodwill 76.2 –

Exceptional items 95.8 19.6

The acquired intangible asset of £75.0m relating to the Merian acquisition

in 2020 is being amortised over four years. An annualised charge of £18.8m

(2022: £18.8m) is therefore expected to be recognised until June 2024.

FINANCIAL REVIEW CONTINUED

EARNINGS PER SHARE (EPS)

The Group’s basic and diluted statutory EPS measures were both

losses of (2.5)p in 2023, compared with earnings of 8.9p and 8.8p

respectively in 2022. Underlying EPS was up 3.5p at 14.8p (2022: 11.3p).

Excluding performance fee (profits)/losses, underlying EPS was down

0.9p at 13.8p (2022: 14.7p).

(£m) 2023 2022

Statutory profit before tax 9.4 58.0

Exceptional items 95.8 19.6

Performance fee (profits)/losses (6.8) 23.6

Underlying profit before tax before

performance fee (profits)/losses 98.4 101.2

Tax at average statutory rate of 23.5%/19% (23.1) (19.2)

Underlying profit after tax before

performance fee (profits)/losses 75.3 82.0

Profit attributable to non-controlling interests - (0.6)

Underlying profit after tax before

performance fee (profits)/losses excluding

non-controlling interests 75.3 81.4

Statutory profit before tax 9.4 58.0

Exceptional items 95.8 19.6

Underlying profit before tax 105.2 77.6

Tax at average statutory rate of 23.5%/19% (24.7) (14.7)

Underlying profit after tax 80.5 62.9

Profit attributable to non-controlling interests - (0.6)

Underlying profit after tax excluding non-

controlling interests 80.5 62.3

Weighted average issued share capital 545.0 552.4

Underlying EPS before performance fee

(profits)/losses 13.8p 14.7p

Underlying EPS 14.8p 11.3p

Basic EPS (2.5)p 8.9p

The weighted average issued share capital takes account of the

repurchase and cancellation programme that began in 2022 and

was completed on 20 January 2023, resulting in the reduction of

8.1m shares in issue.

The Group incurred acquisition costs in the form of deferred earn-out

awards to certain former Merian shareholders. These were required

to be treated as compensation costs as they included employment

criteria and were charged over a three-year period to 1 July 2023.

OTHER INCOME STATEMENT MOVEMENTS

Other gains of £3.2m (2022: losses of £9.7m) comprised gains on seed

investments, net of hedges and dividend income.

FINANCE INCOME AND COSTS

Finance income of £5.8m (2022: £0.3m) principally related to interest

earned on the Group’s AAA-rated money market fund investments.

Finance costs of £6.2m (2022: £6.6m) primarily comprised the interest

charge on the Group’s £50m subordinated debt issued in April 2020

and the unwinding of discounted lease liabilities.

PROFIT BEFORE TAX (PBT)

Statutory PBT for the year decreased by 84% to £9.4m (2022: £58.0m),

principally as a result of 2023 goodwill impairment charges of £76.2m.

Excluding exceptional items and net performance fees, underlying PBT

decreased by 3% to £98.4m (2022: £101.2m) mainly due to lower levels

of net revenue substantially offset by lower administrative expenses

and higher seed gains and interest receipts.

TAX EXPENSE

The effective tax rate for 2023 on statutory PBT was 237.2% (2022:

17.4%), higher than the headline UK corporation tax rate of 23.5% (2022:

19.0%). The difference is due to goodwill impairment charges not being

eligible for tax relief.

Jupiter has been awarded accreditation from the Fair Tax Foundation

for the second year. It is a testament to our firm’s commitment to do

the right thing in relation to our tax conduct and how we seek

transparency of our tax affairs for the benefit of our clients and other

stakeholders. Our published tax strategy is available from our website

at www.jupiteram.com.

“Jupiter has been awarded accreditation

from the Fair Tax Foundation for the

second year. It is a testament to our

firm’s commitment to do the right

thing in relation to our tax conduct.”

29Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

CASH FLOW

The Group generated positive operating cash flows after tax in 2023

of £88.0m (2022: £162.3m). This represents 102% of operating profit, in

line with previous years apart from 2022, when the impact of adjusting

for losses on hedges of performance fee awards resulted in flows

representing 252% of operating profit. Net outflows from investing

activities of £56.6m (2022: net inflows of £35.1m) principally comprise

net purchases of financial instruments to hedge fund awards and net

acquisitions of investments by consolidated funds. Outflows from

financing activities of £42.4m (2022: £117.0m) included dividend

payments of £35.2m (2022: £90.2m) made to shareholders and £24.5m

(2022: £21.4m) of shares purchased by the Employee Benefit Trust (EBT)

to hedge deferred compensation awards to employees in the form of

Jupiter shares. The net decrease in cash in the period was £11.0m (2022:

£80.4m increase).

ASSETS AND LIABILITIES

The Group’s cash position at the year-end date was £268.2m (31

December 2022: £280.3m) as a result of net cash receipts from

operations being offset by dividend payments to shareholders, seed

investments and payments to the EBT to acquire shares to hedge

deferred bonus awards to employees.

The Group’s issued debt of £50m is repayable in July 2030 or, at the

Group’s option, from April 2025. The revolving credit facility (RCF) of

£40m provides additional access to liquidity. The three-year facility

was effective from April 2023. It was not drawn in the year.

SEED INVESTMENTS

We deploy seed capital into funds to support their growth, to ensure

an effective launch and to accelerate the process of raising assets over

critical size thresholds. As at 31 December 2023, we had a total

investment in Jupiter funds of £87.5m (31 December 2022: £72.6m) at

fair value. This increased by £53m in February 2024, as we injected

catalyst funding into our Asia Pacific Income and Global High Yield

Bond funds in order to help build scale. We have a Board-approved

limit of up to £200m of seed capital funds (at cost), and we anticipate

that additional catalyst funding investments will be made in the near

future to seed growth opportunities.

CAPITAL MANAGEMENT

The Group continues to maintain large surpluses over its regulatory

capital requirements at both consolidated and individual entity levels.

In 2023, total dividends paid to shareholders were £35.2m against

£12.9m statutory loss after tax, which is net of £95.8m of exceptional

items after tax which have had no impact on regulatory capital or

distributable profits.

Funding of the EBT, net of charges relating to share-based payments,

and tax movements in reserves reduced reserves by a further £24.5m

in the year. The net movement in total shareholders’ equity was a

decrease of £54.4m to £789.5m.

The parent company of the Group, Jupiter Fund Management plc, has

distributable profits of £229.5m (2022: £121.6m). The payment of

dividends by regulated entities within the Group and by Jupiter Fund

Management plc is limited by regulatory capital and liquidity

requirements.

The Group seeks to maintain a balance between providing returns to

shareholders and maintaining sufficient capital and cash reserves to

support its business activities. As well as providing sufficient liquidity

to be able to meet all its liabilities as they fall due, the Group’s working

capital provides funding for seed investments to support both new

and existing fund products and strategies.

DIVIDENDS AND RETURNS OF CAPITAL

In January 2023, we completed our £10.0m share buyback programme to

repurchase and subsequently cancel shares.

In February 2023, we proposed a share buyback programme of

£16.0m in order to fulfil a commitment of returning at least 70%

of cumulative underlying EPS for 2021 and 2022 to shareholders.

However, after consultation with shareholders, the distribution was

instead achieved through the declaration and payment of a special

dividend during the summer.

The Group has an ordinary dividend policy of paying out 50% of

pre-performance fee underlying earnings. The Board’s capital

allocation policy is to make additional returns to shareholders on a

periodic basis, based on the capital needs of the business for growth

and a healthy regulatory surplus. This policy, as part of the Group’s

overall capital allocation framework, allows us to return capital to

shareholders on a clear and sustainable basis.

In line with this policy, the Board has proposed a final ordinary

dividend of 3.4p, taking full-year ordinary dividends for 2023 to 6.9p.

The Board seeks approval for the final dividend at the AGM on

9 May 2024.

We continue to maintain a strong balance sheet which will enable us

to support investment in growth areas or be returned to shareholders.

In line with our capital allocation framework, we will continue to keep

the capital needs of the business under review and make periodic

additional returns of capital when we deem this to be appropriate.

In line with our stated policy, we anticipate these returns will normally

be made every two to three years, with the most recent return of

capital paid in 2023.

FINANCIAL REVIEW CONTINUED

“The Group seeks to maintain a balance between

providing returns to shareholders and maintaining

sufficient capital and cash reserves to support its

business activities.”

Throughout the year the Board assesses progress by reviewing forecasts

compared to the budget and longer-term projections compared to

the financial plan. The current year forecast and longer-term financial

projections are regularly updated as appropriate and consider the

Group’s profitability, cash flows, dividend payments, share purchases,

seed investments and other key internal and external variables. Scenario

analysis is also performed as part of both the Group’s financial planning

process and within the Group’s ICARA, which is approved by the Board.

These scenarios evaluate the potential impact of severe but plausible

occurrences, which reflect the Group’s risk profile and identify and

model appropriate and realistic management actions that could be

taken to mitigate the impact of the scenarios on capital and liquidity.

In the most recent ICARA, approved by the Board in July 2023,

scenarios included:

• sustained market downturn arising from a geopolitical event

combined with an operational risk event and a significant loss in

the seed portfolio;

• sustained market downturn arising from a geopolitical event

combined with the departure of a key investment manager; and

• the failure of internal policies, leading to a regulatory breach and

the departure of a key investment manager.

Primary management actions to relieve stresses on the Group’s

ability to operate during these scenarios are reductions in variable

compensation costs, reducing returns to shareholders, and disposal,

where possible, of seed investments to provide additional liquidity.

The Group also considers the correlation between different levels

of AUM and profitability, modelling the impact of and sensitivity to

market movements which directly affect the value of AUM and

therefore the Group’s revenues.

We believe that the statement of viability continues to reflect our

internal financial planning, budgeting, forecasting, review and challenge

processes which assess profitability, as well as those through which we

assess risk exposures arising from the implementation of the Group’s

operational strategy.

The Strategic report found on pages 1-71 has been duly approved

by the Board and signed on its behalf by:

Wayne Mepham

Chief Financial & Operating Officer

21 February 2024

LIQUIDITY

The Group’s liquidity comprises cash available for use in the business,

supported by an undrawn RCF of up to £40m. The current RCF expires

in April 2026. The Group maintains a consistent liquidity management

model, with liquidity requirements monitored carefully against the

existing and longer-term obligations of the Group.

STATEMENT OF VIABILITY

In accordance with provision 31 of the 2018 Corporate Governance

Code, the Directors have assessed the prospects of the Group over

a longer period than the minimum 12 months required by the Going

Concern provision.

The Directors confirm that they have a reasonable expectation that the

Group will continue to operate and meet its liabilities, as they fall due,

at least until 31 December 2026.

The Board’s viability assessment is based on information known today,

the Group’s current position and strategy, the Board’s risk appetite, the

Group’s financial plans and forecasts, and the Group’s principal risks and

how these are managed, as detailed in the Risk management report

starting on page 64.

The Group defines its long-term strategic planning objectives over

five years and this is underpinned by a rolling five-year financial plan,

the first year of which is the current year budget. The further into

the future the planning horizon is, the greater the level of uncertainty

in the financial projections. Therefore, the Group uses a three-year

period in assessing viability in order to be consistent with the

minimum period used in the Group’s Internal Capital Adequacy

and Risk Assessment (ICARA) and financial projections, and because

it has a sharper focus than the full five-year rolling financial plan.

The rolling financial plan incorporates both the Group’s strategy and

principal risks and is reviewed by the Board at least annually when the

budget for the following year is approved.

In exceptional circumstances, the Board reviews and approves

structural changes to the budget intra-year. These formal approval

processes are underpinned by regular Board and management

committee discussions of strategy and risks, in the normal course

of business.

Details of the key risks faced by the Group, and the strategies in

place to mitigate exposure to them, can be found in Our approach

to risk management, beginning on page 64.

31Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

INVESTMENT MANAGEMENT

DELIVERING HIGH QUALITY

INVESTMENT PERFORMANCE

We do not have a house view at Jupiter and there is no CIO

office which dictates positions on any region, style or investment

opportunities. Instead, we empower our investment professionals

with a high degree of autonomy to follow their convictions, within

the confines of rigorous risk and operational policies and processes.

AN IMPROVING TREND IN

INVESTMENT PERFORMANCE

Markets continued to be challenging for active asset managers in 2023,

despite the prior year’s volatility subsiding. Bond yields remained little

changed from the start of the year and equities generally moved

higher, although the UK market lagged the global recovery.

However, in many cases, market movements were highly correlated,

with macro events driving performance often more than underlying

fundamentals. Concerns over inflation, interest rates and economic

growth have driven client demand and in many regions have resulted in

a broad risk-off sentiment, particularly from retail and wholesale clients.

Despite these challenges, we are pleased to report that our overall

investment performance improved over all key time periods

through 2023.

Over three years, which is our Group KPI, 59% of our mutual fund

AUM outperformed its peer group median after all fees. This is an

increase from 51% in 2022.

Over one year, the outperformance figure is 65%, compared to 49%

for 2022. More longer term, over a five year period, 66% of mutual

fund AUM is now above median, compared to 53% in 2022.

Over the three year period, the most significant drivers of the

improvement in the aggregate performance figure were the

European Growth and Income Trust funds. Together, these

account for around £2.3bn of AUM and both moved above

their peer group median during the period.

A number of our strategies continue to deliver exceptional

investment performance. 41% of our mutual fund AUM is in the first

quartile over three years and two thirds of those assets are in the top

decile. These are across a range of asset classes and include Strategic

Absolute Return Bond and Global High Yield bond funds, Asian

Income and our Indian equity strategies, and the Merlin Balanced

and Growth funds.

The growth in the one year figure was primarily driven by our three

largest funds moving above their median: the European fund and the

two vehicles in our flagship unconstrained fixed income strategy,

Dynamic Bond and Strategic Bond. After a period of relative

underperformance through 2022, having taken a non-consensus

view on inflation expectations, it is encouraging to see the funds

return to stronger performance, which is often seen as a lead

indicator of potential flows.

At Jupiter, our purpose is clear. We exist to create

better futures for our clients and the planet with

our active investment excellence.

In order to achieve this, we remain committed to truly active asset

management. Our talented investment professionals take high-conviction

positions in the companies and assets in which we invest.

We have a diverse and differentiated offering for our clients across

a broad range of investment styles, asset classes and investment

universes. We do not seek to provide ‘waterfront’ coverage, but

rather focus only on those specialist strategies where we believe

we can differentiate ourselves and provide the best outcomes for

clients. This year, we have continued to rationalise our fund range,

ensuring that our offering remains differentiated. More details can

be found on page 34.

As a result, our investment teams take an approach towards active

ownership that best reflects their investment style and asset class.

The teams define the materiality of ESG-related issues, which then

influence many aspects of their investment processes including

stock selection and allocation, stewardship and engagement.

Active engagement with our investee companies plays a key

role in delivering positive outcomes for our clients and holding the

companies in which we invest to a high standard is an important part

of our stewardship responsibilities. Through 2023, we engaged on 283

occasions with companies on ESG-related issues and we maintained

our signatory status to the Stewardship Code. More details on our

engagement with investee companies can be found from page 36.

We also believe that climate change represents a material long-term

systemic risk for our business and for our investments. Although

we recognise that the pathway to net zero will not be easy and

will be non-linear, our investment approach focuses on increasing

the alignment of our investee companies with net zero over time.

As a signatory to the Net Zero Asset Management (NZAM) initiative,

we have committed to operating our business and managing our

assets on a net zero emission basis by 2050 or sooner.

The overall aggregate outperformance figure is still not where we

would want it to be, but we are pleased to observe the improving

trend over all time periods. As is inevitable with a broad and diverse

range of investment strategies, there remain isolated pockets of

performance challenges, but overall our investment strategies are

broadly performing as we and our clients would expect given their

investing style and the prevailing market environment.

We will continue this focus on delivering investment performance

for our clients and deepening our relationships with this key

stakeholder group.

CONTINUED PERFORMANCE

ACROSS LARGER FUNDS

Our largest funds continue to deliver excellent performance for

our clients.

We manage 12 funds with over £1bn of AUM. Of these, nine have

outperformed over the key three year time period with seven in

the top quartile of their peer group.

As discussed above, the three which are below their median over

three years (Dynamic Bond, Strategic Bond and the European fund)

are now all above over one year.

UK Special Situations, Merlin Growth, Global Equity Absolute Return

and Asian Income are all delivering top quartile performance over one,

three and five years.

Strategies within our alternatives range also continue to perform well,

with Global Equity Absolute Return and Strategic Absolute Return

Bond both delivering positive absolute performance through the year.

A number of our relatively sub-scale fixed income strategies continue

to deliver excellent performance, with Global High Yield and Emerging

Market Debt top quartile over most time periods.

AUM (£bn) Fund 3 year 1 year 5 year

5.2 Dynamic Bond 3 2 2

3.2 European 3 1 3

2.6 Strategic Bond 3 2 3

2.2 UK Special Situations 1 1 1

2.0 Merlin Balanced 1 3 1

1.7

Systematic North

American 2 3 2

1.7 Merlin Growth 1 1 1

1.7 Merlin Income 1 3 1

1.6 Income Trust 1 2 3

1.5

Global Equity

Absolute Return 1 1 1

1.4 Asian Income 1 1 1

1.1 Japan Income 2 3 1

ONGOING COMMITMENT TO ACTIVE OWNERSHIP

As a high-conviction, truly active asset manager, we believe that

responsible investment is not only a societal responsibility but

also a key part of creating long-term value for our clients.

2023 investment performance by quartile

Below median

35%

Above median

65%

1 year

Below median

41%

Above median

59%

3 years

Below median

34%

Above median

66%

5 years

33Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

CLIENT DELIVERY AND EXPERIENCE

A NEW APPROACH TO

WORKING WITH CLIENTS

LEVERAGING TECHNOLOGY TO DRIVE

EFFICIENCIES ACROSS THE CLIENT GROUP

One key aspect of changing client expectations is around client

servicing and reporting. Increasingly, there is demand for more

personalised and more bespoke reporting, accessible by our

clients whenever they wish to do so.

We are also seeing the distinction between wholesale clients and the

Institutional channel become less clear, as the former are becoming

increasingly sophisticated in their engagement with us. Expectations

for client service from some wholesale clients are now at a level

previously associated only with institutions.

To effectively and efficiently meet these changes requires better

use of technology and of automation, which has been a focus in

2023 and will continue to be so throughout the year ahead. Within

client reporting, over 100 Institutional client reports have now been

fully automated, which previously had relied upon manual processes,

and we will continue to build on this number through 2024.

We are also selectively investing in better use of technology throughout

the Client Group and the supporting infrastructure functions.

A WELL-DEFINED CLIENT PROPOSITION

Last year, we announced that we would be conducting a fund

rationalisation programme. Focused on those funds which were

sub-scale or outside areas of expected future client demand,

this programme will ultimately reduce the total number

of funds by around 25%.

Although the process of maintaining a curated client offering

and avoiding product proliferation will always be an ongoing focus,

this more discrete programme is now largely complete. The final

attrition rate from the impacted funds has been only 0.7% of

total Group AUM.

The needs and expectations of our clients are

fundamentally changing. They are becoming more

sophisticated than ever before. They are making

use of a wider array of data and analytical tools.

Due diligence is being conducted in a more

data-led manner and is taking place earlier in

their selection process. Expectations for bespoke

and timely content and reporting are growing.

As a result, it is critical that we adapt the way in which we engage

with our current and potential clients and evolve the nature of

these relationships.

One of the most significant changes we have made this year is

the creation of our Client Group, which has replaced the former

Distribution function.

The newly restructured Client Group has been designed to

reshape and refocus how we engage with clients, deepening existing

relationships and broadening our appeal. We will focus on building

more meaningful relationships with our clients, becoming a trusted

partner, supporting a holistic client experience beyond delivering

investment solutions and engaging in an ongoing, highly technical

conversation.

Success will not just come from selling individual products to clients,

but through more relevant, holistic engagement throughout the whole

client experience and across any touch point clients have with Jupiter,

through which we gain and share insights, provide thought leadership

and investment strategy insights, and deliver more personalised,

targeted and digital content.

Group AUM from

Institutional clients

19%

Group AUM from

international clients

34%

Attrition rate from fund

rationalisation

0.7%

As our expertise and brand have developed, we have been working

with larger, more sophisticated clients. In 2021, the average size

of mandate funded was less than £100m. By 2023, this had

increased more than five fold to £500m.

Success in this channel will not be linear and we may reasonably

not expect such rapid growth to continue at the same rate. However,

the outlook for this channel remains positive and we are optimistic

about future growth and diversification across a range of markets.

We also remain focused on building scale from clients based outside

our home market of the UK. Despite weaker demand from European

retail and wholesale clients, particularly towards the end of the year,

we generated £1bn of net inflows from international clients in 2023.

International clients represent 34% of our total Group AUM.

We have made thoughtful, incremental investments in key overseas

markets where we see greatest potential, such as Germany and Italy,

as well as prioritising and reallocating existing resource to drive

future growth.

This process has resulted in a clearer proposition to our clients

and helped us to clarify what it is that Jupiter stands for. However,

this does not mean that our product line-up will remain static. Fund

closures and mergers have also provided us with the space for growth,

to design, launch and invest behind new investment strategies and

vehicles in areas of current and future client demand.

At the end of 2023, we launched our range of Thematic funds,

managed by our highly successful systematic equities team. The

themes covered are disruptive technology, healthcare innovation,

consumer trends, demographic opportunities and the physical world.

Together, these five areas represent an addressable market

opportunity of around £100bn. These were launched in the final

quarter of the year, using our own seed capital to help build

track records.

We have continued to invest our own capital to support and develop

our investment expertise. In addition to seed capital across the

thematic range, we have also recently provided catalyst funding

for Global High Yield bond and Asia Pacific Income strategies.

We have also sought to broaden our appeal to clients this year

while maintaining our focus on cost discipline, by launching existing

products adjacent to our current offerings or through new vehicles

of existing strategies. Through the launch of Merlin Select, we have

developed a lower cost alternative to our highly performing Merlin

range that continues to benefit from the fund selection ability

of the investment team. We have also launched Asia Pacific Income,

an offshore version of the highly successful Asian Income fund,

broadening that offering to both European and Asian clients.

INCREASING SCALE

One of the key areas of strategic focus for increasing scale has

been within the Institutional channel. Following targeted investment

over recent years, we have seen strong progress as we have built

relationships both with consultants and directly with institutions,

developing our presence and reputation in this channel.

In 2023, we generated net inflows from Institutional clients of

£1.8bn which brings the total over the last two years to £3.8bn.

Institutions now entrust us to manage £10bn of their assets,

almost 20% of total Group AUM, which is up from less than 10%

five years ago. The mandates won have been well diversified

by investment expertise, including into systematic and

sustainable equities, and by client geography.

35Jupiter Fund Management plc Annual Report and Accounts 2023

SUSTAINABILITY

2023 was a year in which we continued to build

on our firm-wide sustainability ambitions.

We added resources and combined the existing teams into a

central stewardship and sustainability team to create a shared sense

of ownership of sustainability issues and firm-wide priorities. We

reviewed our sustainability governance framework as part of a wider

governance review. We published our climate strategy and revised our

operational decarbonisation targets to reflect the latest climate

science and best practice.

GOVERNANCE

In 2023, we combined the corporate sustainability and stewardship

teams to deliver more effectively on our investment and corporate

sustainability ambitions. We made additional hires, including a Head

of ESG Research and Integration and a sustainability business manager.

We established a new body, the Responsible Investment Forum (RIF),

to review and opine upon the eligibility of specific securities for

mandates which have restrictions based on frameworks, such as

the UN Global Compact (UNGC), or which engage in controversial

business activities. In addition, the RIF will review the use of future

ESG frameworks and methodologies to ensure they continue to

meet our expectations and drive the right outcomes.

We reviewed our sustainability governance arrangements as part of a

wider governance review and formally incorporated sustainability into

the mandate and responsibilities of the four corporate management

committees, details of which can be found on page 81. This means that

sustainability issues are considered and integrated into the decision

making and oversight processes of our central governance framework.

This structure replaces the previous standalone Sustainability

Committee, which was dissolved in 2023.

ACTIVE OWNERSHIP

We created a dedicated ESG research and integration team, which

works in tandem with the stewardship team to deliver effective ESG

integration support to our investment teams and create and deliver

ESG thematic research. The team’s responsibilities include the

development of internal frameworks to help our investment

managers identify ESG-related risks and opportunities and the

intelligent application of ESG data to enhance the investment

process and create an efficient and effective ESG operating model.

With the active support of the Heads of Stewardship and ESG

Research and Integration, we developed a new investment

stewardship engagement template.

We updated our global voting policy to reflect evolving best practice

and we will enhance our proxy voting reporting to improve

transparency and disclosure for investors and other stakeholders.

We continue to be recognised by the Financial Reporting Council

(FRC) as a Stewardship Code signatory, reflecting our commitment

to stewardship and active ownership and to the integration of ESG

issues into our investment decision making.

The Sustainability Advisory Council continued to provide expert

counsel, insight and guidance on material sustainability issues for

a range of investment strategies, including our flagship global

sustainable equities and ecology strategies.

Building on our Finance for Biodiversity Pledge commitments, we

became a founding participant of Nature Action 100, a collaborative

investor engagement initiative targeting greater corporate ambition

and action to reverse nature and biodiversity loss by 2030.

CORPORATE SUSTAINABILITY

Our 2023 Sustainability Update, which is available on the Company’s

website at www.jupiteram.com, updates stakeholders on our progress

against the core topics of climate, biodiversity, our people, diversity,

equity and inclusion (DE&I) and sustainability in our operations. We

intend to undertake a corporate materiality assessment in 2024 to

identify material ESG topics that will inform our future sustainability

reporting and ensure that we are well positioned to respond to

evolving reporting requirements.

We partnered with a law firm in 2023 to deliver baseline firm-wide

sustainability education, covering introductory topics such as the

Paris Agreement, regulatory sustainability disclosure requirements

and anti-greenwashing. In 2024, we are planning a module-based

sustainability training programme that is tailored according to

functional needs.

We retained our listing on the FTSE4Good Index Series. We achieved

an AAA score from MSCI and retained our A- rating from CDP, which

continues to position us in the leadership category, according to CDP’s

methodology. The full set of ESG ratings for 2023 can be found in the

2023 Sustainability Update.

We continue to be active members of voluntary industry organisations

and associations, including the Investment Association, the Investor

Forum, UK Sustainable Investment and Finance Association and the

Principles for Responsible Investment (PRI). We also submitted our

annual PRI signatory report in line with the organisation’s updated

reporting and disclosure framework.

CLIMATE

The Board approved an updated climate strategy that will form

the foundation of our climate transition plan, which we will begin

developing in 2024.

We are committed to reducing the energy demand related to our

operations. As part of our ongoing net zero commitment, we revised

our Scope 1 and 2 operational net zero targets to set near-term 2030

and long-term 2050 emissions reduction targets that are Paris-aligned

and reflect best practice guidance.

Carbon emissions from the investments we manage on behalf

of our clients make up the vast majority of our footprint. As an NZAM

signatory, 42% of our AUM are in-scope of our net zero asset

alignment approach under the Net Zero Investment Framework (NZIF)

as of October 2021. These consist of our fundamental, long-only,

developed market equities and Sustainable Finance Disclosure

Regulation (SFDR) Article 8 and 9 strategies. Further disclosure on

financed emissions can be found in our 2023 Group TCFD Report,

which is available on the Company’s website at www.jupiteram.com.

In 2024, a key commitment will be to develop an initial climate

transition plan in line with sector guidance from the Transition

Pathway Taskforce (TPT), that builds on our existing Task Force on

Climate-related Financial Disclosures (TCFD) reporting and our climate

strategy. In the first half of 2024, we will publish in-scope entity and

product TCFD reports in line with mandatory disclosure requirements.

We are actively reviewing the Taskforce on Nature-related Financial

Disclosures (TNFD) recommendations and guidance to determine how

we can better understand the risks and opportunities that result from

our impacts and dependencies.

We made changes to our Committees in 2023 to enhance the

focus and efficiency of governance and management structures.

SUSTAINABILITY GOVERNANCE

MEMBERSHIPS AND COMMITMENTS

As part of this restructuring, we considered the roles and

responsibilities of each Committee and how sustainability matters

were considered across the Group.

Further to this review, and reflecting the fact that sustainability

matters are now integrated across the Group’s activities, at the

end of 2023 we transferred the responsibilities of the Sustainability

Committee to various governance and management committees,

aligned with each Committee's core activities. This ensures that the

flow of sustainability-related information is aligned to the principle

objectives of relevant governance and management committees.

For example, sustainability reporting will be reviewed by the

Group’s Audit and Risk Committee, our Operating Committee will

take responsibility for the decarbonisation of our operations and our

Strategy and Management Committee will take responsibility for the

Group’s sustainability strategy.

Sustainability matters will continue to be challenged and overseen

by the Board of Jupiter Fund Management plc and, where appropriate,

subsidiary boards across the Group.

37Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

ACTIVE OWNERSHIP

As a specialist, high-conviction, active asset

manager, we believe that responsible investment

is not only a societal responsibility, but also an

important element of long-term value creation.

Our individual investment teams adopt an active ownership approach

that reflects their asset class and investment strategies, identifying

non-financial information to enable them to make better-informed

and relevant investment decisions.

SUSTAINABILITY THEMES

We have identified material sustainability issues that underpin Jupiter’s

corporate and investment strategy and approach. Our investment

teams analyse material ESG issues identified by their investment

processes, which includes the use of our centralised specialist

resources, to ensure that we protect and enhance the value of our

clients’ investments to deliver risk-adjusted returns in line with

mandates. We continue to focus on these core themes and have

sharpened our focus by assigning thematic responsibility to analysts.

Climate

Limiting global temperature rises to 1.5 degrees above preindustrial

levels, in line with the Paris Agreement, is an urgent challenge facing

the global economy. Our investment approach is centred on

increasing the alignment of our portfolio companies with net zero

over time, using engagement to understand a company’s readiness to

implement climate-related changes, track progress against goals and

demonstrate impact over time. We expect that the transition to a

more sustainable economy will not be linear or risk-free, and that

policy actions and inactions will influence both the pace of the

transition, how asset prices respond and the investment objectives

of funds.

Biodiversity

Biodiversity underpins healthy societies, resilient economies, and the

ability of companies to operate. Nature is deteriorating globally at

unprecedented rates, being accelerated by and amplifying climate

change. Financial institutions and investors are critical in helping to

prevent further biodiversity loss and restoring nature to ensure

ecosystem resilience. We believe that through analysis and

engagement we can better understand biodiversity risks,

dependencies and impacts, and encourage companies to

reduce unsustainable practices.

Human rights

We protect and monitor the rights of our employees through our

employment policies and practices. We monitor potential human

rights issues affecting our investee companies using third-party

data providers.

Human capital

Good human capital management supports both value creation and

business resilience, and we believe that investing in human capital

correlates with longer-term business success.

As an active asset manager, we understand that approaches to human

capital management, including DE&I, will differ and we seek to

understand an investee company’s operating model and engage to

advise on best practice and potential improvements.

Corporate governance

Corporate governance is the process by which companies are directed

and controlled. It is a material factor for all investee companies.

As active owners, we assess company governance on a range of

issues including:

• Boards and executive leadership

• Remuneration

• Protection of minority shareholders’ rights and

related-party transactions

• Systemic risks

• Conduct, litigation and relations with policy makers and regulators

• Corporate culture

• Audit and control environment

• Cyber risk

The Finance for Biodiversity Pledge

We signed the Finance for Biodiversity Pledge in 2021 as a

signal of our commitment to protect and value our natural

environment. This commits us to protecting and restoring

biodiversity through our investments by: collaborating and

sharing knowledge, engaging with companies, assessing impact,

setting targets and reporting in 2025.

Nature Action 100

Jupiter became a participant of Nature Action 100 in 2023, a

collaborative investor engagement initiative targeting greater

corporate ambition and action to reverse nature and

biodiversity loss by 2030.

NZAM initiative

We are a signatory to the NZAM initiative through the

Institutional Investors Group on Climate Change (IIGCC).

We have committed to operate our business and manage

our assets on a net zero emissions basis by 2050 or sooner.

SUSTAINABILITY CONTINUED

ENGAGEMENT AND

STEWARDSHIP ACTIVITY IN 2023

WE MAINTAINED OUR STEWARDSHIP CODE

SIGNATORY STATUS IN 2023, WHICH WAS AWARDED

BY THE FRC FOR CONTINUING TO MEET THE

EXPECTED STANDARD OF REPORTING.

Number of ESG

engagements:

291

Number of climate-

related engagements:

Number of shareholder

resolutions on ESG issues:

508

Number of

proxies voted:

1,964

meetings

22,856

resolutions

Number of resolutions

against management:

1,631

Number of ESG

engagements:

collective

276

individual

39Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

ENGAGEMENT IN ACTION

Fixed income gender diversity initiative

Context: In 2023, our fixed income colleagues led a communication

initiative across selected markets to highlight the importance of

gender diversity for investors for their specific strategy.

The aim of this initiative was to convey the importance of

gender diversity to companies and stakeholders. A key aspect

of this communication was to gather intelligence and examples

of good practice and transparency which we can use with other

companies to encourage disclosure of diversity-related efforts

and metrics. Based on company feedback and our subsequent

assessment, the information disclosed will be used by the strategy

to prioritise targeted engagement for discernible outcomes.

Activity: We contacted over 100 companies, including companies

in the UK and continental Europe. We received a large number of

responses and were encouraged that CEOs directly provided input.

Furthermore, many companies requested that we share our

high-level findings to enable them to learn more about peers’

activity and improve diversity outcomes.

Outcome: As an active asset manager, we undertake focused

engagement on gender diversity issues on a case-by-case basis,

but we also believe that a wider thematic push can be effective.

We established useful relationships through the process of this

communication initiative and are well positioned to progress

targeted engagement.

Engagement is central to our active ownership

approach. It advances our responsible investment

objectives, builds lasting relationships with

companies and provides investment teams with

greater insights. Our investment teams maintain a

dialogue with companies to inform their investment

decisions and carry out strategic engagement

based on the materiality of ESG themes.

Management accountability, Entain plc

Context: Our investments in international sports betting and

gambling company Entain were initially through companies which

were acquired through a series of M&A transactions. The group

currently operates a number of gaming brands, centred on its

industry-leading technology platform. It has exposure to a variety

of regulated markets, including the US.

Activity: The basis of our engagement with Entain relates to

management effectiveness and overall business performance.

Our assessment was that Entain’s management were focused on

inorganic growth, sometimes to the detriment of the day-to-day

running of the business, with challenges arising from the integration

of newly-acquired and legacy businesses. We do not oppose M&A

activity, but integration is often complex, time consuming and

costly, and harmonising culture is often problematic for many firms.

In 2021, Entain rejected a bid from its US joint venture partner,

on the grounds it undervalued the company. We supported

management’s position and their strategy going forward. However,

performance in the intervening years has not met expectations,

which has led to investor concerns about strategic execution and

management effectiveness. Entain’s proposition was based on

strategic acquisitions, but the success of this model hinges on its

ability to successfully integrate the technology stack and create

synergies and efficiencies. The group appeared to lack operational

efficiency and over time this made us question the CEO’s leadership.

We convened a meeting with the Chair in October 2023. This

engagement covered the management issues we observed and

honed in on the performance of the CEO and Deputy CEO.

Outcome: Entain’s CEO stood down in December 2023, partly

as a result of pressure from investors, citing similar governance,

leadership and strategic concerns. Investor pressure played a pivotal

role in this outcome, demonstrating the value of our escalation as

part of a wider investor voice. We continue to monitor events and

note the CEO succession process is ongoing and there has been

consolidation in the industry.

In June 2023, we wrote to the Chair to support the appointment

of two independent directors – including the group’s first female

director, who brings differentiated experience in marketing,

e-commerce, and retail – to the board.

This was not the only notable governance-related change for the

group over the period. The group’s founder and then Executive

Chair, communicated his intention to step down in July 2023 having

developed the business since 1983 and achieved listing in 1988. The

board moved towards having an independent non-executive Chair,

which is something we support. The new independent post was

filled by an existing non-executive.

We held our first meeting with the new Chair in September 2023,

which was centred on remuneration and our upcoming AGM vote.

However, we also took the opportunity to reinforce the message

about diversity, which was well received and in keeping with the

new Chair’s beliefs.

We will continue to monitor board developments under the

auspices of the new Chair.

Board composition, Jet2 plc

Context: In February 2022, our UK small and mid-cap equities team held

discussions with the founder of Jet2, the AIM-listed packaged holiday

and airline business, in an attempt to improve the group’s corporate

governance and board gender diversity. This case study outlines

progress made over the period and how this shaped our engagement.

Activity: The board was all-male, which did not reflect the composition

of the group’s workforce or our expectations on good governance.

We made various recommendations in our engagement, which included

increasing board gender diversity and improving board independence.

Outcome: One year later, in February 2023, we continued engaging

with the group with the objective of adding diversity and

independence to the board. The group committed to this progression,

and we conveyed our support for the board’s approach. The group

announced the appointment of a female independent non-executive

director in April 2023, where she would formally take up her board

seat in July 2023.

SUSTAINABILITY CONTINUED

SUSTAINABILITY IN

OUR OPERATIONS

MANAGING OUR OPERATIONAL EMISSIONS

We are committed to reducing our operational emissions in line with the Paris Agreement. In 2023, we revised our operational targets to set

near-term 2030 and long-term 2050 net zero targets aligned with the latest climate science and best practice guidance.

Although our 2023 Scope 1 and 2 (location-based) emissions increased by 18% from the previous year, we are still on track to meet our 2030 net

zero target as emissions have decreased by 19% against our 2019 baseline.

100

200

300

400

500

100

200

300

400

500

Scope 1 Scope 2 2030 total Scope 1 and 2 (location-based) target

Year-on-year progress towards our Scope 1 and 2 near-term 2023 net zero target

Emissions (tCO

203020292028202720262025202420232022202120202019

2023 ENERGY AND CARBON STATEMENT

This statement has been prepared in accordance with our regulatory obligation to report greenhouse gas (GHG) emissions pursuant to the

Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 which implement the government’s

policy on Streamlined Energy and Carbon Reporting.

Scope and category

FY2023 FY2022

UK Rest of world Total UK Rest of world Total

Scope 1 104 19 123 72 0 72

Natural gas 93 0 93 69 0 69

Fuel for transport 10 19 29 1 0 1

Refrigerants 1 0 1 1 0 1

Scope 2 – location-based 254 17 271 225 37 261

Scope 2 – market-based 0 3 3 0 0 0

Total Scope 1 & 2 (location-based) 358 36 394 296 37 333

Total Scope 1 & 2 (market-based) 104 22 126 72 0 72

Scope 1 & 2 intensity per FTE – location-based

0.71 0.07 0.78 0.54 0.07 0.61

Scope 3 N/A N/A 19,517 N/A N/A 20,498

Purchased goods & services (incl. water supply) N/A N/A 16,662 N/A N/A 17,985

Capital goods N/A N/A 402 N/A N/A 897

Fuel-and-energy related activities N/A N/A 50 N/A N/A 45

Upstream transport and distribution N/A N/A 38 N/A N/A 48

Waste (incl. water treatment) N/A N/A 1 N/A N/A 2

Business travel – flights N/A N/A 2,025 N/A N/A 1,156

Business travel – rail N/A N/A 2 N/A N/A 0.08

Business travel – hotels

N/A N/A 31 N/A N/A 28

Business travel – taxis N/A N/A 3 N/A N/A Not reported

Employee commuting

302 329

Upstream leased assets

N/A N/A 0 N/A N/A 8

Any discrepancies in totals are due to rounding.

as modified by Jupiter Asset Management Limited.

2. In the 2022 Annual Report and Accounts we reported market-based Scope 1 and 2 intensity per FTE. We have since moved to location-based reporting in 2023 to align with

our location-based target baseline.

3. We have restated our 2022 business travel – hotels and employee commuting emissions in the above table to correct a calculation error in the 2022 Annual Report and Accounts.

4. Emissions are calculated using the market-based approach for our upstream leased assets.

41Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

During the year, our total fuel and electricity consumption totalled 1,956 MWh, of which 91% was consumed in the UK. The split between fuel and

electricity consumption is displayed below.

FY2023 FY2022

Energy consumption (MWh)

UK Rest of world Total UK Rest of world Total

Total electricity 1,226 94 1,320 1,163 74 1,237

Total fuels

554 82 636 379 0 379

1. Please note the prior year's figures have been re-presented as they were mislabelled in the 2022 Annual Report and Accounts as kWh, rather than MWh.

2. Natural gas and transportation fuels (petrol and diesel).

Reporting boundary

We use a materiality threshold to determine which emissions are

included in our GHG reporting. We consolidate our organisational

boundary according to the operational control approach. Offices with six

or more employees are included in our reporting boundary. Increases in

employees in certain offices resulted in the number of offices in our

reporting boundary increasing from five to seven for 2023.

Although most of our emissions come from our London head office, the

existing materiality threshold has resulted in some of our smaller offices

falling in and out of scope between reporting years. This has created an

inconsistency between the offices included in our net zero target

reporting and our 2023 GHG emissions reporting. We are reviewing

the appropriateness of our reporting boundary in 2024 in order to

improve the consistency of our reporting.

During the reporting period from 1 January 2023 to 31 December 2023,

our measured Scope 1 and 2 (location-based) emissions totalled 394

tCO

e. Our measured Scope 3 emissions totalled 19,517 tCO

Scope 1 and 2 emissions

The 18% increase in our Scope 1 and 2 (location-based) emissions in

2023 was largely due to an increase in natural gas consumption at our

head office in London, particularly during the first half of the year.

As the gas usage at our London office is not sub-metered, our

consumption is apportioned based on the floor area we occupy.

Whilst this year’s increase in natural gas consumption is a result of

tenant-wide activity, decisions on the demand for gas in the building

are largely contingent upon weather conditions. We are working with

the building’s site engineer to further understand this increase and

explore opportunities to measure our consumption more accurately.

Longer term, we are engaging with our landlord to implement

alternative heating solutions, which is an important element to

progress our net zero strategy.

The increase in our Scope 1 and 2 emissions was also driven by

an increase in emissions from fuel used in our leased vehicles.

Improvements made to data coverage and granularity have

contributed to this increase. We included a ‘fuel’ category

in our expense system in 2023, which improved our capture of

fuel-related spend, accounting for 63% of mileage emissions.

Our Scope 2 (location-based) emissions increased by 4% from 2022.

Whilst this increase was largely driven by electricity consumption

at our London office, the second half of 2023 saw six consecutive

months of lower electricity consumption compared to the same

period in 2022. Lower consumption can be attributed to the suite

of energy-saving initiatives that we have implemented.

Scope 3 emissions

We have been improving our Scope 3 emissions reporting to improve

data quality, data coverage, and calculation methodologies since 2021.

Improving the categorisation of our spend data has enabled us to select

more appropriate emissions factors resulting in more accurate reporting

of purchased goods and services and capital goods emissions.

Business travel emissions increased by 74% in 2023, primarily due to

a 9% increase in flights taken this year and a 14% increase in distance

travelled. This is in part a result of our strategic focus on growing our

Institutional and International businesses which service global clients.

Another contributing factor to this increase was the rise in the

Department for Environment, Food and Rural Affairs’ air travel

emissions factors used to calculate emissions.

Energy efficiency

With the exception of our Singapore office, all offices within our

operational boundary either use renewable energy or are covered

by renewable electricity certificates in 2023.

Our revised operational target commits Jupiter to reduce absolute

GHG emissions by 46% by 2030 for Scope 1 and 2 (location-based)

emissions from a 2019 baseline.

We have undertaken the following energy and emissions reduction

initiatives at our head office in London during the reporting period:

• Conducted an energy-savings assessment.

• Installed daylight sensing systems to reduce our lighting usage.

• Reduced technology operation time (company printers and monitors).

• Removed perimeter lighting.

• Turned off boilers from mid-July to October 2023 as recommended

by our landlord due to warmer weather patterns.

Methodology

Our emissions have been verified to a limited level of assurance by an

external third party according to the ISO 14064-3 standard. The assurance

did not include financed emissions, which are calculated separately.

We quantify and report our operational GHG emissions in

alignment with the World Resources Institute’s Greenhouse Gas

Protocol Corporate Accounting and Reporting Standard (revised

version) and the Scope 2 Guidance.

SUSTAINABILITY CONTINUED

We have adopted a materiality threshold of 5% for GHG reporting

purposes. The GHG sources that constituted our operational

boundary for the year are:

• Scope 1: Natural Gas, Car Mileage, Refrigerants

• Scope 2: Electricity

• Scope 3: Purchased Goods & Services, Capital Goods, Fuel-and-

Energy Related Activities, Upstream Transport & Distribution,

Waste, Flights, Rail, Hotels, & Employee Commuting

The Scope 2 Guidance requires that we quantify and report Scope 2

emissions according to two different methodologies (‘dual reporting’):

(i) the location-based method, using average emissions factors for

the country in which the reported operations take place; and (ii) the

market-based method, which uses the actual emissions factors of the

energy procured. The Scope 2 market-based figure reflects emissions

from electricity purchasing decisions that Jupiter has made.

In some cases, values have been estimated where data is either missing

or not yet available due to reporting timelines. December electricity

and gas consumption has been estimated for all offices using an

average of the winter months that were available. December data for

purchased goods and services, capital goods, business travel, waste,

and water (London office only) were extrapolated from the rest of

2023. Estimations were required for our Luxembourg office as data

was only available up until July.

WORKING WITH SUPPLIERS

Our policies and due diligence processes help to ensure that our

suppliers uphold human rights. Our Supplier Code of Conduct sets

out the minimum standards we expect from our suppliers. These

include respect for human rights, DE&I and sustainability. We publish

an annual Modern Slavery and Human Trafficking Statement stating

our approach to understanding and mitigating the risk of modern

slavery in our supply chains and our operations in line with the

UK Modern Slavery Act. As part of our management of supplier

performance and risk, we assess the risk of modern slavery in our

supply chains, as well as supplier responses to sustainability questions.

ACTING RESPONSIBLY

Our approach to tax

We do not tolerate tax evasion, nor the facilitation of tax evasion

by any person acting on the Group’s behalf. We seek to manage

our tax affairs in a straightforward way, which means that we comply

with our tax filing, reporting and payment obligations in all jurisdictions

in a timely manner. Our corporate structure and operating model

ensure that our tax affairs are transparent to the tax authorities.

Our approach is governed by a Board-approved tax strategy.

We ensure this strategy, and the procedures and controls which

underpin our approach, are appropriate, monitored and fully

implemented. All our employees are required to undergo training

in preventing the facilitation of tax evasion.

Fair Tax Mark

In 2022, Jupiter was awarded the Fair Tax Mark accreditation by the

Fair Tax Foundation, the first global asset manager to secure this gold

standard of responsible tax conduct. This is an annual accreditation

and we secured re-accreditation in 2023. Fair Tax Mark accreditation

seeks to encourage and recognise organisations that pay the right

amount of tax at the right time and in the right place.

Tax contributions are a vital part of the broader social and economic

contribution made by businesses, helping the communities in which

they operate to deliver valuable public services and build

infrastructure that paves the way for growth.

As part of the accreditation, our Group tax strategy has been

updated to include a detailed country-by-country breakdown of

financial performance including taxes paid in each jurisdiction and we

strengthened our commitment to responsible tax conduct. These high

standards of conduct are demonstrated both in the Group tax team

and across our organisation, including colleagues in the reward and

finance teams.

Supporting communities

To help meet our responsibility to wider society, our long-standing

Charity Committee leads our charitable giving activities. In 2023,

we put in place a formal budget targeting four key areas:

• Corporate Charity – Jupiter welcomed a new Corporate Charity

Partner, Little Village, which was chosen by our employees. Little

Village supports families with babies and children under five living in

poverty across London. Jupiter makes a one-off corporate donation

and organises several events throughout the year including Get Fit

in January, a rounders tournament, themed bake sales and a raffle,

plus individual fundraising. This year 16 employees took part in the

Royal Parks Half Marathon and raised over £10,000 for Little Village.

• Rapid Response – Jupiter supported the Disasters Emergency

Committee’s Turkey-Syria Earthquake Appeal.

• Doorstep Donations – We offer tangible and targeted support

for charities that are right on our doorstep. In 2023, we supported

St Andrews Youth Club, Cardinal Hume Centre, and Westminster

School, all within a short walk of our London head office.

• Global Giving – The Charity Committee continues to work

with colleagues in our global offices to support local charities.

Volunteering

We launched the Alaya platform in 2022 to match our employees

with the volunteering opportunities that matter to them. We recorded

a significant increase in volunteering activity in 2023. The number of

volunteering days increased by 402% from 48 to 241, and the number of

employees volunteering increased from 44 to 153.

We will continue to build upon this achievement and encourage even

more engagement in 2024. Our policy is to provide employees with

five paid volunteering days per annum to promote volunteering

activities across the Group.

Over the course of the year,

Jupiter contributed over

£270,000

to charitable causes

43Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

CLIMATE-RELATED DISCLOSURES

SUMMARY DISCLOSURES

TCFD recommended

disclosures

Consistency

in Jupiter

disclosures References Response

Governance

a) Describe the Board’s

oversight of climate-related

risks and opportunities.

Fully

consistent

2023 Group

TCFD Report

− Governance

pillar (pages

4-5)

2023 Annual

Report and

Accounts:

− Governance

at a glance

(page 72)

− Governance

framework

(page 80)

− Board

activities

(page 82)

• The Board has ultimate responsibility for the Group’s strategy including

sustainability and climate. The Group’s sustainability and climate strategy and

progress against elements of the strategy are reviewed twice yearly by the

Board on a pre-defined schedule.

• Our internal governance structure provides accountability for sustainability

and ESG and acts to improve the information flows across the business.

• Responsibilities for corporate sustainability were transferred to various

governance and management committees as part of the wider changes to our

management committees in 2023, described on page 81. Sustainability reporting

is now reviewed by the Group’s Audit and Risk Committee, our Operating

Committee takes responsibility for the decarbonisation of our operations, and

our Strategy and Management Committee is responsible for the Group’s

sustainability strategy.

• The Investment Oversight Committee is accountable for stewardship and active

ownership across the investment teams. In 2023, we established the RIF to review

and opine upon the eligibility of specific securities for mandates which have

restrictions based on frameworks, such as the UNGC, or which engage in

controversial business activities. In addition, the RIF will review the use of future

ESG frameworks and methodologies to ensure they are fit for purpose.

b) Describe management’s

role in assessing and

managing climate-related

risks and opportunities.

Fully

consistent

In the tables below we summarise the more detailed disclosures made

in the 2023 Group TCFD Report, which is available on our website.

This year, we have produced our first standalone TCFD Group Report

to provide stakeholders with a more comprehensive assessment of

how we consider climate-related risks and opportunities in our

governance, strategy, risk management and metrics and targets.

FCA LISTING RULES

Read together, the below summary and our 2023 Group TCFD Report

have been prepared in accordance with FCA Listing Rule 9.8.6R(8).

Consistency with TCFD

We do not yet consider our reporting to be fully consistent with

the TCFD recommended disclosures and the Supplemental

Guidance for the Financial Sector. In the below summary, we provide

transparency on the current level of consistency of our disclosures

against the TCFD guidance. We have identified measures to further

incorporate climate risks and opportunities in our governance,

strategy, risk management and metrics and targets. We expect to

improve the consistency of our 2024 Group TCFD reporting to close

existing gaps following the publication of our in-scope TCFD entity

and product reports and the development of our initial transition plan.

COMPANIES ACT 2006

The below summary disclosures and other sections of the 2023 Annual

Report and Accounts, which are referenced in the table, are intended

to respond to the Companies (Strategic Report) (Climate-related

Financial Disclosure) Regulations 2022 amended sections 414C,

414CA and 414CB of the Companies Act 2006. We are considering

how to effectively integrate climate risks and opportunities into our

ongoing business stress testing and scenario analysis in 2024. This will

enable enhanced disclosure on the actual and potential impacts of

climate-related risks and opportunities on our business model and

strategy in our 2024 Annual Report and Accounts and Group TCFD

Report. Group-level scenario analysis in the 2024 Annual Report and

Accounts will be informed by the approach we are developing for our

in-scope TCFD entity and product reports, due for publication in the

first half of 2024. In our 2024 transition plan, we will provide enhanced

disclosure on the targets and milestones used to track performance

against our net zero targets and management of climate-related risks

and opportunities.

SUSTAINABILITY CONTINUED

TCFD recommended

disclosures

Consistency

in Jupiter

disclosures References Response

Strategy

a) Describe the climate-related

risks and opportunities the

organisation has identified

over the short, medium, and

long term.

Fully

consistent

2023 Group

TCFD Report

− Strategy pillar

(pages 6-9)

• When considering climate risks and opportunities, we use the following

time horizons:

• Short term (ST) as less than three years.

• Medium term (MT) as three to 10 years.

• Long term (LT) as 11+ years.

• These time horizons are aligned with our near- and long-term net zero targets.

b) Describe the impact of

climate-related risks and

opportunities on the

organisation’s businesses,

strategy, and financial planning.

Partially

consistent

• We have arrived at a set of priority climate-related risks and opportunities

through functional input from the sustainability, ESG R&I, and risk teams which

were then reviewed and challenged by the Risk and Conduct Committee.

• The risks and opportunities and the potential impacts are described in the table

on page 46.

c) Describe the resilience of

the organisation’s strategy,

taking into consideration

different climate-related

scenarios, including a 2°C

or lower scenario.

Partially

consistent

• We are considering how to effectively integrate climate-related risks and

opportunities into our ongoing financial planning. We are developing our

approach to scenario analysis in advance of enhanced TCFD product and entity

reporting in the first half of 2024. We expect to report Group-level impacts

under different scenarios next year.

• Climate-related risks and opportunities are managed through our climate

strategy and risk management processes. Our climate strategy sets out our

near-term 2030 and long-term 2050 net zero targets and the actions we are

taking across three climate strategic pillars of: 1. decarbonising our operations,

2. accelerating portfolio transition and 3. stakeholder engagement.

• We undertook building assessments in 2022 and 2023 to identify energy saving

initiatives at our London office, which accounted for 88% of our Scope 1 and 2

(location-based) footprint in 2022. These initiatives form the basis of our

decarbonisation pathway and revised operational net zero targets.

• Our investment teams have the discretion to interpret portfolio climate risks

and opportunities as appropriate for their asset classes and investment processes.

Our underlying investment approach is to seek to understand the climate risks and

opportunities facing companies, including their alignment with net zero, through

in-depth company research and analysis, assessment of sector trends and use of

third-party data sets. We adopt additional approaches for portions of our AUM

or specific strategies which are aligned with our core objectives.

Certain information contained herein (the “Information”) is sourced from/copyright of MSCI Inc., MSCI ESG Research LLC, or their affiliates

(“MSCI”), or information providers (together the “MSCI Parties”) and may have been used to calculate scores, signals, or other indicators. The

Information is for internal use only and may not be reproduced or disseminated in whole or part without prior written permission. The

Information may not be used for, nor does it constitute, an offer to buy or sell, or a promotion or recommendation of, any security, financial

instrument or product, trading strategy, or index, nor should it be taken as an indication or guarantee of any future performance. Some funds may

be based on or linked to MSCI indexes, and MSCI may be compensated based on the fund’s assets under management or other measures. MSCI

has established an information barrier between index research and certain Information. None of the Information in and of itself can be used to

determine which securities to buy or sell or when to buy or sell them. The Information is provided “as is” and the user assumes the entire risk of

any use it may make or permit to be made of the Information. No MSCI Party warrants or guarantees the originality, accuracy and/or

completeness of the Information and each expressly disclaims all express or implied warranties. No MSCI Party shall have any liability for any

errors or omissions in connection with any Information herein, or any liability for any direct, indirect, special, punitive, consequential or any other

damages (including lost profits) even if notified of the possibility of such damages.

45Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

SUMMARY DISCLOSURES CONTINUED

TCFD recommended

disclosures

Consistency

in Jupiter

disclosures References Response

Risk management

a) Describe the organisation’s

processes for identifying and

assessing climate-related risks.

Fully

consistent

2023 Group

TCFD Report

− Risk

management

pillar (pages

10-11)

2023 Annual

Report and

Accounts

− Risk

management

(pages 64-69)

• The Board and executive management are responsible for establishing and

maintaining a strong risk management culture that embeds and supports a high

level of risk awareness and a sound control environment.

• Sustainability risk is one of our key risks. It is defined as the failure to identify,

assess, manage and report on ESG issues that could cause actual or potential

material negative impacts on our core business activities.

• Enterprise sustainability risks are assessed and managed within Jupiter’s standard

risk framework and control environment.

b) Describe the organisation’s

processes for managing

climate-related risks.

Fully

consistent

Climate-related risks and opportunities

The following table sets out priority climate-related risks and opportunities for 2023, including the actual and potential impacts to the business.

Climate-related risks and opportunities are managed through our climate strategy and risk management processes described in further detail in

the 2023 Group TCFD Report.

Risk type Risk and opportunities Timeframe Impact

Transition risks

Policy and

legal

Exposure to litigation Failure to adequately prepare for the transition to a low-carbon economy resulting in:

• Financial penalties of non-compliance;

• Litigation from investors and other stakeholders; or

• Reduced demand from clients.

Market Changing client

behaviour

Changes in client preference resulting from increased awareness of transition risks resulting in:

• AUM impacts; or

• Reduced revenue.

Reputation Shifts in client

preferences

Misleading communications and/or regulatory non-compliance resulting in:

• Regulatory enforcement;

• Reduced demand for products; or

• Outflows from products.

Physical risks

Acute Increased severity of

extreme weather

Portfolio companies could be negatively impacted financially and operationally by

increased severity of extreme weather events resulting in:

• Reduced valuation of investments; or

• Stranded asset risk.

Opportunities

Products

and services

Shift in client

preferences

Increased demand for new or existing products which employ climate-focused

strategies resulting in:

• Increased revenue.

Time frame key

Long term Medium term Short term

SUSTAINABILITY CONTINUED

TCFD recommended

disclosures

Consistency

in Jupiter

disclosures References Response

Risk management continued

c) Describe how processes

for identifying, assessing,

and managing climate-related

risks are integrated into

the organisation’s overall

risk management.

Fully

consistent

2023 Group

TCFD Report

− Risk

management

pillar (pages

10-11)

2023 Annual

Report and

Accounts

− Risk

management

(pages 64-69)

• Investment teams analyse material ESG issues including climate risk identified

by their investment processes to ensure that we protect and enhance the

value of our clients’ investments to deliver risk-adjusted returns in line with

mandates. The investment management teams are supported by dedicated

stewardship and ESG R&I teams that assist with asset monitoring, company

research, and proxy voting as well as direct and collaborative engagement.

Metrics and targets

a) Disclose the metrics

used by the organisation to

assess climate-related risks

and opportunities in line

with its strategy and risk

management process.

Partially

consistent

2023 Group

TCFD Report

− Metrics and

targets pillar

(pages 12-13)

2023 Annual

Report and

Accounts

− Managing our

operational

emissions

(pages 41-43)

• Described on page 41, we quantify and report our operational GHG emissions in

line with best practice guidance and data is assured by an external third party

according to industry standards.

• During the reporting period from 1 January 2023 to 31 December 2023, our

measured operational Scope 1 and 2 (location-based) emissions totalled 394

tCO

e. Our measured Scope 3 emissions totalled 19,517 tCO

e, excluding

category 15 financed emissions.

• Despite an increase in our operational emissions this year, we are on track to

meet our near-term 2030 Scope 1 and 2 net zero target, which was revised in

2023 to align with the latest climate science.

• The greatest portion of our emissions comes from our investments. In

accordance with the TCFD guidance, we use different metrics to report our

financed emissions, which can be found in the 2023 Group TCFD Report with

associated notes.

• The estimated total carbon emissions (Scope 1 and 2) associated with our

investments is 3,036,016 tCO

e for 2023. This includes long-only listed equities

and corporate bonds, which accounted for over half of our AUM as of 29

December 2023. Cash and derivatives are excluded.

• Total financed emissions refer to Jupiter’s share of allocated emissions from

investments apportioned on an Enterprise Value Including Cash (EVIC) basis

using third-party data provided by MSCI

. The carbon emissions data coverage

of the eligible assets reported above is 89%.

• We have updated the calculation methodology in this year’s report to align

with TCFD guidance and to ensure consistency with our forthcoming TCFD

entity and product reports. Asset ownership is now apportioned on an EVIC

basis instead of market capitalisation.

• Due for publication on our website in the first half of 2024, our TCFD entity

and product reports will include forward-looking metrics under different

climate scenarios and weighted average carbon intensity data for in-scope

entities and funds.

• As a committed member of NZAM, we have set the following

Group-wide targets:

• Reduce portfolio emissions intensity (Scope 1 and 2 only) of in-scope assets

by 50% by 2030 from 2020 baseline.

• Achieve net zero by 2050 for 100% AUM.

• For our operations, we define net zero as achieving our long-term target to

reduce our emissions by 90% or more and balancing any residual emissions.

Our near-term target is to reduce absolute Scope 1 and 2 (location-based)

GHG emissions by 46% by 2030 from a 2019 baseline.

b) Disclose Scope 1, Scope 2,

and, if appropriate, Scope 3

GHG emissions, and the

related risks.

Partially

consistent

c) Describe the targets

used by the organisation

to manage climate-related

risks and opportunities and

performance against targets.

Fully

consistent

1. See MSCI disclaimer on page 45.

47Jupiter Fund Management plc Annual Report and Accounts 2023

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ENGAGING WITH

OUR STAKEHOLDERS

OUR CLIENTS

Why we engage

Our clients are the people and firms that invest in our funds and

segregated mandates. We engage to help us understand their needs,

investment objectives and priorities and how these will evolve, which

enables us to develop solutions to meet their investment objectives.

We also engage to seek feedback on our clients’ experience and how

we can enhance the service provided to them.

What is important to them?

• Investment capabilities.

• Investment returns net of fees.

• Our ESG approach and practices.

• Client service and reporting.

• Risk and liquidity management.

How the Group engages

• Primarily through our Client Group and investment management

teams, who are key to building relationships with current and

potential clients.

• We have held virtual and physical meetings, conferences and

road shows.

• Due diligence meetings where clients meet with key individuals

throughout the Group and assess our governance, policies and

processes to ensure we will be effective stewards of their assets.

How the Board engages

• Direct engagement with clients at Board briefings, where we seek

their views on market trends, client needs and feedback on Jupiter.

• Review and analysis of client engagement surveys, where clients

provide feedback in a confidential manner through a third party.

• Updates from our Client Group at each Board meeting.

Key challenges

• Ensuring we have a differentiated product range which provides

solutions to our clients, in light of the number of funds available

in the market place.

• Development of more tailored client reporting and servicing,

based on continually evolving client expectations.

Outcomes

• Gross sales of £13.2bn across the Group.

• Introduction of tiered pricing on our UK domiciled fund range.

• Over 10,000 client engagements across the world.

• Overall client satisfaction increased to 8.3/10 from 7.8/10

in the previous year, under the client engagement survey.

OUR PEOPLE

Why we engage

It is our people who enable us to deliver for our clients and make a

positive difference in the world. We engage with them to understand

their priorities which helps us to retain, develop, motivate and recruit

talented individuals who are aligned with our culture.

What is important to them?

• Opportunities for career progression and development.

• Working in a diverse and inclusive culture.

• Fair reward and supportive benefits package.

• Comfortable working environment.

• Our ESG approach and practices.

How the Group engages

• We have an employee engagement forum ‘Connections’ which

discusses employee views and initiatives and provides feedback

to management.

• All-employee townhalls and employee surveys.

• Through our management structure.

• Our CEO holds ‘Meet the CEO’ sessions with staff from across all

areas of the business.

• Our all-employee magazine.

• Weekly emails from our CEO.

How the Board engages

• The Board engages directly with the Chair of Connections at least

twice per year and the Non-Executive Directors also meet with the

Connections Chair without management present.

• The Remuneration Committee also meets with the Connections

Chair to discuss employee views on remuneration matters.

• Review and analysis of our employee engagement surveys

undertaken throughout the year and oversight of action plans

to address items raised.

• Informal discussions with the Board on a rotational basis

across departments.

• Regular updates from our HR Director on the Group’s culture, including

a review of the culture dashboard, and relevant employee matters.

Key challenges

• Ensuring the retention of our employees in a highly competitive market.

• Promoting a collaborative working environment and consistent

culture across all functions and jurisdictions in which we operate.

• Ensuring a diverse talent pool.

Outcomes

• Employee engagement score increased to 78% from 71% in 2022.

• New medium-term and long-term diversity targets set by the Group.

• Low attrition rate with 7.6% regretted leavers throughout 2023.

STAKEHOLDER ENGAGEMENT

OUR SHAREHOLDERS

Why we engage

Our shareholders are the people who own the business and we rely

on their support and engagement to help us deliver our long-term

strategy. Understanding their views and providing regular updates to

them on the performance of the business is of key importance to the

success of the Company.

What is important to them?

• Long-term sustainable business, with clear articulation of strategy.

• Attractive returns.

• High standards of governance and effective risk management.

• Our ESG approach and practices.

How the Group engages

• Our results presentations and roadshows with investors, which are

undertaken after our final and interim results and are a critical part

of our investor relations programme.

• Meetings with Jupiter’s senior managers and investor relations team

throughout the year.

How the Board engages

• Individual meetings with Executive Directors throughout the year, who

provide updates to the full Board on the engagement undertaken.

• Direct engagement with our Chair, Committee Chairs and Senior

Independent Director as appropriate.

• Our AGM which is attended by all Board Directors, who also engage

with individual shareholders after the formal meeting.

• Feedback provided through the Group’s brokers and investor

relations team who present to the Board.

Key challenges

• Returns provided to shareholders due to the decline in share price

during 2023.

Outcomes

• Underlying EPS of 14.8p, payment of ordinary dividends amounting

to 6.9p and return of £16m capital through a special dividend in the

amount of 2.9p per share.

• Amended the thresholds of authorities sought at the AGM,

to address feedback provided by key shareholders.

• Incorporated shareholder feedback into Directors’ Remuneration

Policy, to be proposed at 2024 AGM.

• Transferred to a new registrar to enhance services provided to our

retail shareholders.

CONSUMER DUTY

Having a culture which puts our clients at

the centre of everything we do, meant we

were well positioned to comply with the new

Consumer Duty requirements as introduced

by the FCA. These requirements were

introduced to create a higher standard

of consumer protection across financial

services and help to ensure that firms put

their customers’ needs first.

To ensure compliance with the new requirements we

undertook a project which was overseen by the boards of

our UK regulated entities and Jupiter Fund Management plc.

We already produce an annual assessment of value, which

demonstrates and rates the value our funds have delivered to our

clients and can be found on our website (www.jupiteram.com).

We have appointed one board director from each of our

UK regulated entity boards as Consumer Duty champions, to

represent our clients in the boardroom, ensure focus on good

client outcomes and that we have appropriate processes in

place to support vulnerable clients.

We have reviewed all of our governance documents, policies

and other appropriate documentation to make clear our

obligations to clients. We have developed metrics to measure

outcomes for our clients and ensured appropriate reporting

and escalation to our Culture and Conduct Committee and

our regulated entity boards. We are not complacent and are

conscious that requirements and expectations will evolve,

and we will continuously focus on improving the outcomes

we deliver to our clients.

SECTION 172 DIRECTORS’ DUTY

The Directors have continued to discharge their duties in

accordance with section 172 of the Companies Act, which

includes the need to consider the interests of the Company’s

wider stakeholders. Details of how the Directors have fulfilled

their duties can be found throughout the Strategic and

Governance reports.

Further details on how the Directors’ duties are discharged,

and the oversight of these duties, are included in the

Governance section starting on page 72.

49Jupiter Fund Management plc Annual Report and Accounts 2023

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STAKEHOLDER ENGAGEMENT CONTINUED

OUR BUSINESS PARTNERS

Why we engage

Our business partners include our distribution partners (platforms,

advisors, wealth managers, financial institutions, funds of funds and life

companies) and our suppliers. They are critical to ensuring the effective

distribution and servicing of our products and they supplement our

operational infrastructure, which enables us to benefit from their

expertise and scale.

What is important to them?

• A product range which meets their clients’ requirements and

delivers outperformance.

• Development of beneficial and effective long-term

business relationships.

• Prompt payment for services and rebates.

• Accurate and timely information, in order to fulfil their obligations.

How the Group engages

• Our Client Group and investment teams engage regularly with

our distribution partners through meetings and briefings.

• Distribution partners also undertake due diligence meetings and

meet with key individuals throughout the Group and assess our

governance, policies and processes to ensure we will be effective

stewards of their clients’ assets.

• Our procurement team which is responsible for central engagement

with our suppliers and set the governance framework for managing

the relationships.

• Direct and regular contact with the relevant business areas to which

the services/goods are supplied.

• Meetings with senior managers across Jupiter’s business.

How the Board engages

• Representatives from our distribution partners attend Board

briefings to provide their views on industry and client trends, fund

selection processes and feedback on our products and services.

• Regular updates from our Client Group.

• Updates from our operations and procurement teams on

management of key suppliers.

Key challenges

• Ensuring sufficient information flows with distribution partners in

accordance with Consumer Duty requirements.

• Ensuring we have a differentiated product range which provides

solutions to our Distribution partners’ clients, in light of the number

of funds available in the market place.

• Development of more tailored reporting and servicing,

based on continually evolving expectations.

• Ensuring high levels of service from third parties to our clients.

Outcomes

• AUM through distribution partners of £37.3bn.

• To understand supplier capability and deliver value to our clients,

Jupiter engaged in over 10 competitive supplier processes in 2023.

ENGAGING WITH OUR PEOPLE

We have an established employee engagement forum and work

advisory panel called Connections, which engages with senior

management and the Board on behalf of employees. We also

consult with Connections on any changes and developments

within the business to seek employee feedback.

Connections consists of employee nominated members

who represent each of our functions. They engage with their

respective areas and come together to represent the voice

of Jupiter’s employees. In addition to engaging regularly with

management, the Connections Chair engages with the Board

directly on behalf of the Connections forum, both with and

without management present. The Chair also attends a

Remuneration Committee meeting to discuss feedback

following the variable compensation round.

During the year Connections considered and provided feedback

on a number of areas including:

• Results of the employee engagement surveys undertaken

during the year and development of action plans to address

points raised by employees.

• Received updates on the revised appraisal process including

the new 360 feedback process, which had originally been a

suggestion from Connections.

• Received updates on the changes to the structure of the

Client Group and Operations functions, provided feedback

from employees across the business and facilitated responses

to employee questions.

• Received updates on the changes to the governance

structure and discussed the practical implications of how

these would be implemented, together with addressing

employee questions.

• Discussed the process and timetable for the annual

compensation review.

• Engaged with management on the usage of office space and

how this can best be utilised, including the commission of an

employee survey.

OUR COMMUNITIES

Why we engage

We believe we have a responsibility to make a wider contribution to

society. This includes the effective stewardship of the assets we invest

on behalf of our clients, which we believe is the biggest potential

impact we can have.

What is important to them?

• The impact we and our investee companies have on the

environment and wider society.

• Our plans to improve and enhance the impact we have and achieve

better outcomes for all stakeholders.

• Our initiatives to support diversity, equity and inclusion across

the industry.

How the Group engages

• Our investment managers, supported by our stewardship team,

regularly hold meetings with investee companies on ESG matters

to help drive benefits for society.

• We have an established Charity Committee which leads charitable

activities across the Group and the engagement with our charitable

partners, including through our volunteering partnership scheme.

• Our publicly available information and various methods to engage

with us directly on key matters.

How the Board engages

• Regular updates from our sustainability and stewardship team.

Key challenges

• Increasing pace of sustainability disclosure and reporting regulations.

• Driving progress in investee companies on sustainability issues.

Outcomes

• Revised our net zero targets for our operations and introduced a

medium-term target.

• 291 ESG-focused stewardship meetings held.

• 241 volunteer days used by our employees.

• £270,000 donated to charitable causes.

STATE AND REGULATORS

Why we engage

State authorities set the legal and tax frameworks within which

we operate, and regulators are responsible for supervising their

respective financial systems including the entities and people working

within them. They have an interest in ensuring we act with integrity

and transparency, are effective stewards of our clients’ investments

and comply with regulatory requirements. We also engage with

regulators and policy makers to help develop and understand

evolving regulatory requirements.

What is important to them?

• Protecting the interests of clients.

• Protecting markets and ensuring their smooth operation.

• How our business protects clients’ interests and acts responsibly,

through our governance and control frameworks, and ESG approach

and practices.

How the Group engages

• Our compliance team leads engagement with our regulators

to keep them updated on developments within our business.

Regulators also meet with senior managers across the business,

as appropriate.

• Regulatory applications, notification and filings, and participation in

thematic reviews.

• Engagement with tax authorities across the world to ensure

responsible and transparent tax conduct.

How the Board engages

• Regular updates from our compliance team including details of

regulatory engagement, themes and priorities of different

regulators and forthcoming regulatory changes.

• All Directors across the Group engage directly with the regulators

as and when required.

Key challenges

• The large amounts of regulatory change and divergence between

differing regulatory regimes, particularly following the UK’s

departure from the EU.

Outcomes

• Ensured compliance with the FCA’s newly introduced Consumer

Duty requirements.

• Established and embedded the Culture and Conduct Committee.

• Re-accredited for the Fair Tax Mark by the Fair Tax Foundation.

• £177m regulatory capital surplus.

51Jupiter Fund Management plc Annual Report and Accounts 2023

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OUR PEOPLE AND CULTURE

At the heart of our business are our talented

people. Their insights, experience and creativity

allow us to deliver for our clients and make a

positive difference for our stakeholders.

Independence of thought and individual accountability are at the core

of what makes Jupiter an attractive home for talent. To fully harness

the value of our people, whatever their role in the organisation,

we seek to create an environment in which we continuously listen,

where each of us is prepared to challenge and be challenged, and

where we are prepared to act on the inputs we receive.

PULSE SURVEYS

In 2023, we continued to deepen our engagement with our employees

through the implementation of more frequent engagement surveys,

encouraging a two-way dialogue with our people. At key points in the

year, we have checked in on key strategic topics for Jupiter, capturing live

feedback on the things that matter to our people and to our business.

Since moving to engagement pulsing in 2022, our overall engagement

score has continuously trended upwards, and we were delighted to

have closed the year with a 78% engagement score, which represents

a seven percentage point increase against 2022, and an eight

percentage point increase compared to 2021.

CONNECTING PEOPLE WITH PURPOSE

We recognise the need to connect our people with our purpose

and build a shared understanding of where we are, and where we

want to be.

PEOPLE AND CULTURE

When we launched our strategic objectives at the beginning of the year,

each member of our leadership team ran workshops to give their teams

an opportunity to connect with our business strategy. These sessions

helped to create a shared direction and purpose across the organisation,

building an understanding of the strategy, and how we expect it to shape

our priorities at a collective and individual level.

To complement this, we ran the first of our engagement survey

‘deep dives’ on the topic of Jupiter’s business strategy, which

gave all employees an opportunity to provide feedback on how

connected they feel to the wider Jupiter strategy, as well as to identify

any areas where more was needed to help bring it to life. The results

were very strong, with a 19 percentage point increase in people’s

understanding of our strategic priorities compared to December 2022.

Whilst the scores on strategy understanding peaked in May, immediately

following the roll out, they have remained consistently high throughout

the year.

I understand

Jupiter’s purpose

87%

Dec 2023

May 2023: 92%

I know how the work I

do helps Jupiter to

achieve its strategic

priorities

89%

May 2023

I understand

Jupiter’s strategic priorities

84%

Dec 2023

May 2023: 86%

Each of our deep dives asks a different question set,

examining a topic in more detail to complement our annual

survey. Where no trend is displayed the most recent score

rate is quoted.

We have continued to increase the ways our people can hear about

and share progress against our objectives within our business over the

course of the year. From our investment in a new intranet platform

allowing our people to connect with colleagues and news from

around Jupiter, to weekly CEO blogs and all-staff townhalls providing

key updates on strategic topics, our people have more ways than ever

to connect with our wider purpose and how we are progressing.

ASSESSING OUR CULTURE

One year on from the launch of our new Jupiter behaviours in 2022,

September proved an opportune time for a deep-dive survey on

Jupiter’s culture, reflecting on the progress we have made.

This focused on assessing employees’ views on the core components of

a healthy organisational culture, and highlighted strengths in feeling safe

to speak up if an employee had a concern (86%), wellness & flexibility

(88%), and celebrating success (84%). Areas identified for development

include continuing to enhance collaboration between teams, and

continuing to improve information cascade through line managers.

Overall, the scores pointed to a positive and inclusive culture at

Jupiter, reflective of the actions taken to embed Jupiter’s values

throughout the organisation, including a clear stance on conduct

and our codified behaviours.

CONNECTIONS

Our employee representative forum, Connections, helps to drive

engagement at all levels of the business and regularly communicates

with our people to gather views. The Chair of the forum provides

updates to the SMC and the Board, and Connections act as the

Group’s formal workforce advisory panel for UK staff.

Connections representatives work with their teams to identify key

themes from pulse surveys and work with the leadership team to

implement initiatives that will improve the employee experience,

culture and business outcomes. Examples of initiatives from 2023

include the creation of an analyst forum, and ways for teams to

better recognise everyday achievements and celebrate successes.

360 FEEDBACK

We know that we can only grow as individuals and collectively

if we recognise what we do well, and understand where we can

improve. That’s why this year we have implemented digital 360

feedback as a mandatory part of Jupiter’s performance review

process, extending our focus on feedback to our people

themselves as well as to our business.

To support our people, we ran training on how to give and

receive effective feedback, as well as practical sessions with

managers to provide a safe space to practice giving difficult

messages and gain peer-to-peer support.

446

number of people who provided feedback about a colleague

average number of pieces of feedback received

5,946

pieces of feedback given across four questions

71%

72%

70%

77%

76%

74%

78%

77%

80%

78%

79%

Dec 2022 May 2023 Sept 2023 Dec 2023

71%

76%

78% 78%

Overall Employee Engagement

I am proud to say I work for Jupiter

I would still like to be working at Jupiter in two years’ time

If asked, I would recommend to friends and family that Jupiter is a good place to work

Engagement pulsing trends

53Jupiter Fund Management plc Annual Report and Accounts 2023

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PEOPLE AND CULTURE CONTINUED

LIFE AT JUPITER

CAREER & DEVELOPMENT

Our people are encouraged to challenge themselves, and

continuously develop their skills to maintain a competitive edge.

Each year, we build a core curriculum of training courses based on

the short- and long-term needs of our business and our people.

This year we complemented this offer with the introduction of

LinkedIn Learning’s digital library of over 16,000 courses to all

employees globally, providing access to on-demand learning for all.

In addition to the core offer, we provide generous support for

professional qualifications.

36% of colleagues

attended a personal development

course in 2023

When it comes to career management, in January we committed

to running training sessions on career development and having

positive career conversations with employees and line managers.

We also ran a popular ‘speed mentoring’ session allowing people

across the business to connect with senior leaders outside their

business area, and understand how they built their career at

Jupiter. This will continue to be an area of focus for us in 2024, as

we constantly seek to clarify pathways to progression and open up

opportunities for the retention of our talent.

REWARDING OUR EMPLOYEES

Our reward framework is designed to attract, motivate and retain

talent. Through a mix of fixed and variable components, our

competitive total compensation offer rewards success and the

promotion of our culture and values.

Enabling Group-wide share ownership is an important objective

in promoting our cultural pillar of ‘We succeed together’.

Compensation awards, particularly deferred bonuses and

longer-term incentive plans, are designed to align the interests of

our employees with those of our clients and wider stakeholders.

For the fifth year in a row, we have again granted a free share

award of £2,000 to each of our employees and continued our

‘CEO Award’ programme (also granted in Jupiter shares) which

recognises a select number of employees who have made an

exceptional contribution to the success of Jupiter. In addition,

all employees can participate in a variety of schemes to purchase

Jupiter shares.

FINANCIAL RESILIENCE

In 2023, we transitioned to a new employee pension scheme with

an ambition to give our employees more flexibility and control

over their financial futures by offering an increased range of

investment options and savings vehicles.

The scheme includes an option allowing employees to divert a

proportion of their Jupiter employer contribution into an ISA

or Fund & Share account, providing additional flexibility for

different life stages and what will have the most impact on

their financial wellbeing.

As part of this roll-out, we partnered with our pension provider to

run a series of one-to-one financial wellness sessions, which were

taken up by almost half of Jupiter’s employee population, as well

as a seminar on financial resilience in October as part of a day of

our inaugural ‘Benefest’ event.

More than 50%

of Jupiter’s people attended a one-to-one or group

financial wellness session in 2023

Acknowledging the challenges posed for employees during the

cost of living crisis, in April 2023, we committed to a minimum pay

award for all employees earning below £100,000.

HEALTH & WELLBEING

We remain clear on our stance on hybrid working, with all

employees expected to work in the office for a minimum of three

days per week and two days from home. We acknowledge the

significant benefits this brings to both work-life balance and

productivity, and believe that our approach balances the changing

needs of our diverse workforce with our desire to maintain a

strong shared culture and focus on collaboration.

“My wellbeing at work is supported by Jupiter”

82%

Sept 23 pulse survey

We recognise the importance of enhancing our offer

internationally, making Jupiter an attractive place to work wherever

our employees are in the world. In this spirit, we have this year

begun reviewing our holistic benefits package across all of our

Jupiter offices, including increasing the level of paid health

assessments for our employees in the UK and enhancing our

maternity and paternity offer in international offices.

In October, we ran our inaugural ‘Benefest’ event, where we

brought employees together to understand more about the

health and wellness, financial and lifestyle benefits on offer to

them through Jupiter. This included a popular session on sleep

management, the opportunity to sign up to funded health-checks

and flu jabs, as well as an opportunity to sign up to new benefits or

ask questions about cover directly to Jupiter’s benefit providers.

We value our people

Independence of thought and individual accountability define us.

We believe that diversity and the freedom to think and act

differently will set us apart.

We actively look for ways to bring diverse perspectives into our

decision making.

We create the space for everyone to have a positive impact and

help our people to shape their own career paths.

We support people with the right development opportunities and

experiences. We encourage people to seek out opportunities for

personal and professional growth so can they can reach their

full potential.

We put clients first

A passionate focus on serving our clients and a commitment

to delivering superior performance after fees is central to

why we exist.

We aim to put the client at the core of all decisions.

Our business is built on trust, and we collaborate and develop

strong relationships so that we can make the right decisions for

clients every day.

Our intellectual curiosity means that we’re always looking to

improve how we meet their needs and objectives.

We succeed together

Only by working together as one team can we meet our

individual and business goals.

We maximise our collective impact by working and winning

as a global team.

Together, we focus on our strategy and prioritise everything

we do accordingly.

We value the ideas and capabilities we all bring to the business,

as well as the contribution every single person makes on our

journey to growth.

We celebrate successes and inspire each other to go further to

drive greater returns.

We challenge ourselves

We thrive on open debate, feedback

and continuous improvement.

We welcome constructive challenge and aren’t afraid to say

what we think.

We are driven and continually seek out innovative and different

solutions to improve what we do and how we do it.

We remove barriers to high performance so that we can always

do our very best for our clients.

OUR CULTURAL

PILLARS

55Jupiter Fund Management plc Annual Report and Accounts 2023

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DIVERSITY, EQUITY & INCLUSION

Diversity of thought, experience and perspectives has long

underpinned our high-conviction investment approach, and is

fundamental to how we think. We respect and celebrate different

perspectives and are tenacious in our ambition to extend this as

widely as possible.

But we know that we are not alone in acknowledging the challenge

our industry collectively faces when it comes to becoming truly

diverse. We know that we need to work harder than ever to attract

and retain diverse talent, and remain steadfast in our commitment to

change in this area.

In 2022, we refreshed our DE&I framework and enhanced the role of

our employee networks, and focused on data gathering which allowed

us to report our employee data in full in our 2023 Annual Report and

Accounts. We have strong data disclosure across gender, ethnicity,

sexual orientation and religion, and we are working on how to enhance

our data collection on other metrics including gender identity.

In 2023, we have maintained our rhythm of activity on our core

areas of focus – gender, ethnicity and social mobility. On gender,

this includes assessing support for women’s life stages with the

implementation of a menopause plan, progressively extending paid

maternity leave internationally and the implementation of gender

balanced shortlists for senior roles. More broadly, we have made

multiple educational events and learning opportunities available

to all staff, and our work with Arrival Education, detailed on page 61,

has supported our progress on ethnicity and socio-economic diversity

for early careers.

PEOPLE AND CULTURE CONTINUED

We continue to drive significant activity through the work of our

employee networks, more details of which can be found on page 57,

coupled with strong leadership support through data transparency,

target setting and incentivisation.

At an industry level, we have continued our longstanding support for

Investment20/20, recruiting trainees into our business through the

scheme for the 10

year, and remain supporters of both the Diversity

Project goals and Women in Finance Charter. We have taken on new

partnerships in 2023, including LGBT Great, through which we were

proud to achieve a bronze rating in their LGBT Inclusion standard.

27%

of senior management

is female

74%

The culture at Jupiter

makes me feel included

18%

of senior management is

minority ethnic

87%

I feel able to be

myself at work

40%

of our hires

were female

46% including

internal hires

86%

If I had a concern

about how something

was being done, I would

feel comfortable

escalating it

31%

hires from an ethnic

minority background

90%

I feel safe within my

team proposing ideas

or challenging existing

ways of working

We respect and celebrate different

perspectives and are tenacious in

our ambition to extend this as widely

as possible.

A SNAPSHOT: DE&I AT JUPITER

All scores relate to the ‘culture deep dive’ pulse survey run in September 2023. ‘I feel able to be myself at work’ was also asked as part

of our full survey in December with a score of 87%.

Diversity data as at 1 January 2024 and hiring data as at 31 December 2023. Senior management is composed of the Senior Management Committee (see page 80)

and SMC-1, excluding Executive Directors.

OUR DIVERSITY TARGETS

Despite significant attention on this topic over recent years, we

acknowledge that we did not meet our 2023 targets on gender

representation made in 2020 as part of our commitment to the

Women in Finance Charter, achieving a gender balance of 27% women

in senior leadership against a target of 40%. Targets are an important

driver for change, and we are committed to maintaining the

momentum that we have built here.

This year, we have undertaken a significant data analysis exercise to

assess our position, review any blocks, and identify meaningful actions

we can take to improve our position. Taking into account retention

and recruitment considerations, we have extended our deadline of

40% women in senior leadership to 2033, and introduced an interim

target to ensure that we remain on track.

We have taken a similar approach with the introduction of a target for

ethnic minority background in senior management of 30% by 2033,

with an interim target of 22% by 2026 in line with the Parker Review.

In practice to achieve this we will need to recruit at least 50% women

and at least 30% ethnic minority background into our senior

management population consistently over 10 years – meaning our

target, whilst extended, remains stretching.

DE&I AT JUPITER

Jupiter Fund Management plc Board

Oversight of DE&I targets, strategy and plan.

Executive Directors

Accountable for DE&I outcomes,

linked to remuneration.

DE&I forum

Chaired by Matthew Beesley, representatives from

each employee network meet quarterly to review

Jupiter-wide themes, initiatives and progress.

Our employee networks

Jupiter’s employee networks are allocated an

annual budget, and are empowered to deliver

initiatives that they believe will make an impact.

Each network has an executive sponsor who

is a senior manager within the organisation.

Our line managers

Measured on culture & inclusion as part

of annual objectives.

Our people

Expected to behave in line with our Jupiter Code

of Ethics & Code of Conduct. Encouraged

to support DE&I objectives through training,

events, and initiatives throughout the year.

EMPLOYEE NETWORK CORE OBJECTIVES & 2023 INITIATIVES

Create an environment

where everyone can

thrive, irrespective

of gender.

• 2023 focus on

menopause (see case

study on page 59)

• Ran an internal and

external campaign

for International

Women’s Day

Promotes cultural and

ethnic DE&I at Jupiter.

• Implementation of

senior leadership

ethnicity target

• Supporting outreach

with Arrival Education

Create a supportive

network and safe space

for LGBT+ employees

and allies.

• Allyship training

with Interinvest and

celebrating Pride with

the community and

allies at Jupiter

• Awarded LGBT Great’s

Bronze standard for

LGBT inclusion

Multi-faith group

celebrating the role of

faith in the workplace.

• Formally relaunched

in 2023 with Eid and

Diwali celebrations

• Consult and support

on religious inclusion

for events

Newly formed group

championing

neurodiversity.

• Pilot training for

managers and HR

teams on supporting

neurodiverse employees

• Consulted on

office redesign

Gender Equality

Network

Gravity

(Ethnicity & Culture)

Pride

(LGBT+)

Faith Neurodiversity

All Senior management Board

Gender Target 40% 40% 40% + 1 woman in a senior position

Date 2026 2033 2025

Ethnicity Target 30% 30% 1 Board member

Date 2026 2033 Maintain

57Jupiter Fund Management plc Annual Report and Accounts 2023

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OTHER

INFORMATION

PEOPLE AND CULTURE CONTINUED

GENDER

Men 6

2022

2023

Women 32

Board

71%

Men

29%

Women

2023

2022

Men 3

2022

2023

Women 24

Executive management

64%

Men

36%

Women

2023

2022

Men 290

2022

263

2023

Women 180173

Other employees

60%

Men

40%

Women

2023

2022

Men 33

2022

2023

Women 921

Senior management

73%

Men

27%

Women

2023

2022

Data as at 1 January 2024. Executive management includes the SMC and Company Secretary. Senior management includes the SMC and SMC-1 population, excluding Executive

Directors in accordance with FCA guidance. 2022 comparison data reflects the previous definition of senior management in accordance with Jupiter’s previous organisational

structure, which included a smaller population.

JUPITER AND THE MENOPAUSE

A menopause working group forms a key part of

Jupiter’s Gender Equality Network. Their work led

to the launch of Jupiter’s Menopause policy and

has continued strongly in 2023 with a focus on

education and support.

A primary area of focus for the working group was education and

awareness – acknowledging that the menopause remains a ‘taboo’ topic

in the workplace for many. In 2023, we ran a series of education sessions

for both managers and staff covering key symptoms and typical ways

of managing them, as well as how to have supportive conversations.

Support for people experiencing the menopause is often

excluded in private medical cover. With this in mind, and in

conjunction with the Gender Equality Network, Jupiter has

implemented additional cover for menopause and problem

periods into private medical cover for all eligible employees.

Jupiter’s menopause working group also runs a monthly Menopause

Café, which runs virtually and provides employees experiencing

menopause or perimenopause, or supporting a family member,

colleague or friend who is, the opportunity to connect with

others in an informal way.

The work of the menopause working group is a demonstration

of the strength of the employee network framework at Jupiter,

with networks benefiting from leadership support to implement

well-considered initiatives that will have an impact on our diversity

and talent retention.

“We were delighted to see a great turnout

for our menopause awareness session,

which attracted attendees from across

the organisation. It was particularly good

to see our male allies there to learn more

about the menopause and how they can

support peers, team members, and even

friends and family.”

from member of menopause working group

“Jupiter’s efforts to enhance our support

for the menopause form part of our

plans to improve our gender diversity

by not only attracting but also retaining

our female talent for the long term.

I am deeply passionate about playing our

role in bringing about change within our

industry. We are investing in our DE&I

efforts - asking difficult questions and

not being afraid to experiment to

generate better outcomes.”

Tracey Kinsella, HR Director

59Jupiter Fund Management plc Annual Report and Accounts 2023

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OTHER

INFORMATION

White British/White Other 86%

Mixed/Multiple Ethnic Groups 14%

Asian/Asian British 0%

Black/African/Caribbean/Black British 0%

Other Ethnic Group 0%

Not specified/Prefer not to say 0%

Board diversity

73%

27%

Board diversity

White British/White Other

Mixed/Multiple Ethnic Groups

Asian/Asian British

Black/African/Caribbean/Black British

Other Ethnic Group

Not specified/Prefer not to say

68%

13%

Senior Management diversity

White British/White Other

Mixed/Multiple Ethnic Groups

Asian/Asian British

Black/African/Caribbean/Black British

Other Ethnic Group

Not specified/Prefer not to say

62%

18%

11%

Other diversity

White British/White Other

Mixed/Multiple Ethnic Groups

Asian/Asian British

Black/African/Caribbean/Black British

Other Ethnic Group

Not specified/Prefer not to say

89%

11%

Board diversity

White British/White Other

Mixed/Multiple Ethnic Groups

Asian/Asian British

Black/African/Caribbean/Black British

Other Ethnic Group

Not specified/Prefer not to say

100%

Executive Management diversity

White British/White Other

Mixed/Multiple Ethnic Groups

Asian/Asian British

Black/African/Caribbean/Black British

Other Ethnic Group

Not specified/Prefer not to say

White British/White Other

Mixed/Multiple Ethnic Groups

Asian/Asian British

Black/African/Caribbean/Black British

Other Ethnic Group

Not specified/Prefer not to say

71%

10%

17%

Senior Management diversity

White British/White Other

Mixed/Multiple Ethnic Groups

Asian/Asian British

Black/African/Caribbean/Black British

Other Ethnic Group

Not specified/Prefer not to say

61%

17%

13%

Other diversity

Board

Senior management

Executive management

Other employees

2023

20222022

2022

ETHNICITY

PEOPLE AND CULTURE CONTINUED

2023

AN INSIGHT INTO

ASSET MANAGEMENT

In 2022, we began a series of Financial Confidence

workshops with young people from low-income

and/or ethnically diverse backgrounds, which sees

us pair Jupiter employees with young people for

a full day session on building financial literacy.

The day covers three topics: managing income, being smart about

debt, and starting saving and investing, and includes plenary sessions

and small group coaching. The sessions have proved a real success,

with over 100 young people supported in just over a year

since launch by over 70 Jupiter employees.

In July 2023, we took this further and set out to deepen our relationship

as a firm with the young people that we have connected with through

our Financial Confidence sessions, and offered 20 places on a

week-long ‘insights week’. The young people spent a week visiting

our London offices, and heard from our employees about the

different roles and routes into asset management, as well as

participating in personal development sessions including mock

interviews, speed networking, and sessions on how to

articulate your strengths.

Over the course of the week, more than 50 Jupiter employees

contributed to one of the sessions, giving the young people

the opportunity to expand their network, hear about the

experiences of people within the industry and increase

their chances of securing a role in the future. Many of our

employees have built ongoing relationships with the young

people they have interacted with, and we look forward to

continuing to support them on their career trajectories.

100+

young people supported

through our Financial

Confidence workshops

100+

Jupiter employees have

volunteered through our

work with Arrival

“I’ve learnt a lot about Jupiter as a

company and they have shown that

they are very open to young talent and

that they support individuals who want

to develop and thrive.”

Arrival attendee

61Jupiter Fund Management plc Annual Report and Accounts 2023

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INFORMATION

PEOPLE AND CULTURE CONTINUED

Gender

2023 2022

Women Men Women Men

Board members 2 5 3 6

% of Board 29% 71% 33% 67%

Senior positions on the Board (CEO, CFO, SID, Chair) 0 4 1 3

Senior management 21 58 9 33

% of senior management

27% 73% 21% 79%

Other employees 173 263 180 290

% of other employees 40% 60% 38% 62%

Total 196 326 192 329

% Total 38% 62% 37% 63%

Executive management

4 7 2 3

% of executive management 36% 64% 40% 60%

1. The definition of senior management has been updated to reflect the new management structure, resulting in a larger overall population size. Jupiter defines senior

management as SMC and SMC-1. For the purpose of the above senior management excludes Executive Directors, who are reported as Board members.

2. Executive management includes members of the Senior SMC and Company Secretary, in line with the Listing Rules guidance.

Jupiter systematically collects data on legal gender from all employees on a mandatory basis. Gender identity data collection commenced in late

2022 with a completion rate of 79%. Due to the sample size of data available, it is not used as the basis of reporting at this time.

Data reported as at 1 January 2024.

Ethnicity

2023

White British/

White Other

Mixed/Multiple

Ethnic Groups Asian/Asian British

Black/African/

Caribbean/

Black British

Other Ethnic

Group

Not specified/

Prefer not to say

Board members 6 1 - - - -

% of Board 86% 14% - - - -

Senior positions on the Board (CEO, CFO, SID, Chair) 4 0 0 0 0 0

Senior management

54 2 10 - 3 10

% of senior management 68% 2% 13% - 4% 13%

Other employees 272 15 77 16 7 49

% of other employees 62% 3% 18% 4% 2% 11%

Total 332 18 87 16 10 59

64% 3% 17% 3% 2% 11%

Executive management

8 - 3 - - -

% of executive management 73% - 27% - - -

2022

White British/

White Other

Mixed/Multiple

Ethnic Groups Asian/Asian British

Black/African/

Caribbean/

Black British

Other Ethnic

Group

Not specified/

Prefer not to say

Board members 8 1 – – – –

% of Board 89% 11% – – – –

Senior positions on the Board (CEO, CFO, SID, Chair) 4 – – – – –

Senior management

30 1 4 – – 7

% of senior management 71% 2% 10% – – 17%

Other employees 288 18 79 14 9 62

% of other employees 61% 4% 17% 3% 2% 13%

Executive management

5 – – – – –

% of executive management 100% – – – – –

1. The definition of senior management has been updated to reflect the new management structure, resulting in a larger overall population size. Senior management excludes

Executive Directors.

2. Executive management includes members of the SMC and Company Secretary, in line with the Listing Rules guidance.

“We continue to drive

significant activity on DE&I

through the work of our

employee networks, coupled

with strong leadership support

through data transparency, target

setting and incentivisation.”

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INFORMATION

OUR APPROACH

TO RISK MANAGEMENT

Our aim is to manage risk in a manner that

effectively mitigates harm to clients, the firm

and the market while achieving Jupiter’s

strategic objectives.

The Board and executive management are responsible for establishing

and maintaining a strong risk management culture that embeds and

supports a high level of risk awareness and a sound control

environment across the firm.

This is achieved through leadership behaviours setting the ‘tone

from the top’, governance structures, a clear definition of roles

and responsibilities, and regular communication reinforcing

appropriate behaviours.

The Group has a robust enterprise risk management framework (ERMF)

to provide a comprehensive approach to identifying, assessing,

monitoring, mitigating and reporting risk.

RISK GOVERNANCE AND RESPONSIBILITIES

The Group operates a three-tier risk governance framework, known as

the ‘three lines of defence’ model, which distinguishes between risk

management and risk oversight. This approach provides a clear and

concise separation of duties, roles and responsibilities.

The Audit and Risk Committee reviews the appropriateness of the

’three lines of defence’ model and the effectiveness of the Group’s

risk management and internal controls on an annual basis as per the

Audit and Risk Committee report on page 98.

The Board has ultimate responsibility for oversight of the risks of the

Group and for determining the risk appetite limits within which the

Group must operate. It delegates day-to-day responsibility for risk

management and control activities to the Chief Executive Officer,

supported by the Risk and Compliance Committee, with oversight

from the Audit and Risk Committee.

The ERMF clearly defines the roles and responsibilities for risk

management and provides a process for escalation through our

governance structure, which enables ongoing and robust oversight.

Audit and Risk Committee

The Audit and Risk Committee is accountable for reviewing the

effectiveness of the Group’s risk management and its internal control

systems, oversight of the Internal Audit function and the Group’s

relationship with external auditors. It is also responsible for reviewing

and monitoring the integrity of the Group’s financial statements.

Risk and Compliance Committee

The Risk and Compliance Committee is responsible for the

oversight of the Group’s risk profile relative to its agreed risk appetite.

It is accountable for overseeing the design and operating effectiveness

of the Group’s risk management frameworks and policies, including

compliance with relevant regulations. The Committee receives

regular reporting and ongoing updates, from which it reports any

recommendations and escalations to the Audit and Risk Committee.

KEY GOVERNANCE COMMITTEES

RISK MANAGEMENT

FIRST LINE

Business functions

The business functions and line

managers across the Group are

responsible and accountable for

the identification, assessment and

management of the individual risks

and associated controls within their

respective areas of responsibility.

Risk and Compliance

Risk and Compliance, supported by

additional control and oversight functions,

provide independent oversight and

challenge with respect to the first line’s

management of their risks, and provide

assurance that the Group’s regulated

activities are undertaken in accordance

with regulatory requirements.

Internal Audit

Internal Audit is an independent provider

of assurance over the effectiveness of the

Group’s processes and governance with

regards to risk, assessing whether they are

adequately controlled and challenging

management to improve their

effectiveness as appropriate.

SECOND LINE

THIRD LINE

ENTERPRISE RISK MANAGEMENT FRAMEWORK

The ERMF enables Jupiter to identify and

manage the material risks to which it is exposed.

The ERMF supports the effective management of

risks to ensure that the Group’s risk profile remains

within its risk appetite, protects and enhances

stakeholder value by contributing to the

achievement of our objectives and informs

the ‘three lines of defence’ to ensure

effective escalation of material risk issues.

Areas of focus

• Development of an ESG-specific risk register.

• Thematic approach to risk assessments.

• Top-down risk assessment to refine the key risks.

• Impact tolerance testing to enhance operational resilience.

• Emerging risk register development.

ERMF

Risk appetite

statements

Top-down

risk

assessment

Risk and control

self-assessment

Key risk

indicators

Incident

management

Operational

risk scenario

analysis

Emerging risks

Operational

resilience

The Group’s risk appetite defines the level and type of risk

that the Group is prepared to accept in pursuit of its strategic

objectives and business plan, taking into account the interests of

its clients, shareholders and other stakeholders, as well as capital

and other regulatory requirements. An important part of the

Board’s remit is to determine the Group’s risk appetite, taking

into account the business environment, and the current and

likely future condition of our business and operations.

The top-down risk assessment (TDRA) identifies the Group’s

material risks and monitors their profile. The TDRA is used to

provide a firm-wide view to help identify cross-functional and

strategic risks. The risks identified through the TDRA are

continuously monitored and reported to the appropriate

committees and boards.

The bottom-up identification and assessment of risks is

performed by teams across the business through a risk and

control self-assessment (RCSA). The assessment identifies and

monitors risks and associated key controls by considering the

operating environment, processes, roles and responsibilities,

as well as incidents. Risks are assessed on both an inherent and

a residual basis, with ratings determined for potential impact

and likelihood. Where processes or controls are identified as

insufficient, management is required to take appropriate action

to ensure they are improved to meet an acceptable level of risk

to the Group.

Key risk indicators (KRIs) are used by the Group to provide an

early sign of changing key risk exposures, enabling management to

identify potentially crystallising risks which are used to inform and

support management decision making.

An incident is an event due to a lack of or failure of the control

environment. These events likely lead to negative impacts for

clients and/or the firm. An incident can be incurred due to

inadequate or failed internal processes, people and systems,

or from external events. Incidents are reported, recorded and

investigated to determine the root cause, impact and trends

and to ensure that appropriate remediation work is completed

as required. Incidents are monitored and captured across the

business and independently reviewed to ensure completeness

and accuracy. Analysis of incidents is used to support our TDRA,

RCSA and operational risk scenario analysis (ORSA) processes.

The ORSA is a forward-looking assessment of exposures to severe

but plausible operational risk events. It is used by the Group to

identify and quantify the material risks that have the potential to

impact Jupiter, based on the experience and opinions of internal

subject matter experts. A variety of scenarios are used to

estimate the impact of events on capital requirements. The

Group also uses scenario analysis to ensure that we understand

our exposure to high-severity events and implement mitigating

actions, in line with our risk appetite.

Emerging risks are risks that could significantly affect the Group’s

risk profile outside the risk assessment period. They are raised by

the business through the TDRA and RCSA process. Each one is

challenged to consider when the risk could impact the Group

and any action required to ensure we are fully prepared should

they begin to crystallise.

Operational resilience addresses how the continuity of the

services that the Group provides is maintained regardless of the

cause of disruption and helps to ensure that it is prepared for the

inevitability of disruption, rather than only trying to minimise the

probability of disruption occurring.

65Jupiter Fund Management plc Annual Report and Accounts 2023

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RISK MANAGEMENT CONTINUED

RISK PROFILE

The Group is exposed to various risk types in pursuing its business

objectives which can be driven by internal and external factors.

Understanding and managing these risks is imperative to the

business to reduce potential harms to clients, the firm and the market.

Some risks are pursued to support the business plan, such as the risks

relating to investment performance. Other risks are inherent in routine

business activities, such as the risk of financial crime. The differing

risks faced by the Group are documented within the risk taxonomy

and managed through the Group’s ERMF in line with risk appetite.

The type and severity of the risks the Group faces can change quickly

in a complex and competitive environment, therefore the framework

for managing these risks is dynamic and forward-looking to ensure it

considers both current and emerging risks which could potentially

impact the Group.

The Group conducts an annual ICARA to understand its exposure

to risks including operational, capital adequacy, liquidity and

credit/counterparties. These risks are also monitored to ensure

they are managed on a prudent basis and remain within regulatory

requirements and the Group’s risk appetite.

RISK TAXONOMY

The risk taxonomy defines and describes the different risk types

the Group is exposed to, providing a consistent methodology for

assessment and reporting. The Group has exposure to strategic,

investment, financial and operational risks. These are, where applicable,

further broken down into subcategories within the Group’s enterprise

risk taxonomy to provide consistency of reporting across the different

components of the framework.

RISK APPETITE

The Group’s risk appetite defines the level and type of risk that the

Group is prepared to accept in pursuit of its strategic objectives and

business plan, taking into account the interests of its clients and

shareholders, as well as capital and other regulatory requirements.

An important part of the Board’s remit is to determine the

Group’s risk appetite, considering its strategic plans, the business

environment and the current and likely future condition of its

business and operations.

OPERATIONAL RESILIENCE

The Group defines operational resilience as the Group’s ability

to prevent, adapt, respond to, recover and learn from operational

disruption. This forward-looking approach allows the Group to assess

and understand its vulnerabilities with the intention of undertaking

mitigating actions to prevent harm to clients, the firm and the market.

Operational resilience addresses how the continuity of the services

that the Group provides is maintained regardless of the cause of

disruption and helps to ensure that it is prepared for the inevitability

of disruption, rather than only aiming to minimise the probability of

disruption occurring. It includes preventative measures and the

capabilities in terms of people, processes and organisational culture

to adapt and recover when things go wrong.

The effective oversight and management of the Group’s operational

resilience requires it to identify the services which, if disrupted,

could cause intolerable harm to clients, the firm or the market.

These are described as important business services (IBS). Each IBS

is required to have been mapped (i.e., underlying people, systems,

suppliers and processes) to identify the key dependencies and have

an appropriate impact tolerance set at the first point at which a

disruption would pose an intolerable level of harm. End-to-end

testing of severe yet plausible scenarios are used to gauge the extent

to which the Group is able to stay within the set impact tolerances

and agree remedial action where those tolerances are exceeded.

“Our risks can change quickly in a complex

and competitive environment, therefore

the framework for managing these risks

should be dynamic and forward-looking.”

Premises not

available

Unavailability

of critical

system or

infrastructure

Unavailability

of staff

Cyber security

incident

Failure of

third-party

supplier services

The five scenarios identified as the primary types

of crises affecting the Group are:

REPUTATIONAL RISK

The Group defines reputational risk as the risk of loss or other adverse

impact arising from unfavourable perception of the firm on the part

of consumers, counterparties, employees, regulators, shareholders,

other stakeholders, the media or the general public. Managing

reputational risk is fundamental to the strategic objectives of the

firm and is managed across the various risk categories to which the

firm is exposed. For example, reputational risk can arise as a result of

operational incidents, strategic decisions, or generally as a result of

inappropriate behaviour within the Group, as perceived by various

stakeholder groups. The impact on the Group’s reputation is

considered when assessing risks within the ERMF.

EMERGING RISKS

The Group defines emerging risks as risks that will not or are deemed

implausible to crystallise within the current risk assessment period.

Emerging risks have many unknowns in terms of cause, impact and

likelihood and the Group looks to understand these risks on the

horizon to plan mitigation where possible.

Emerging risks are captured through the RCSA, the TDRA and utilising

the ‘PESTLE’ methodology for horizon scanning which focuses on

political, economic, socio-cultural, technological, legal and

environmental risks.

Emerging risks are assessed, monitored and reported via the ERMF.

Key risk Description Linked strategy

Geopolitical risk

The risk we fail to adequately respond to changes and/or disruption within the

geopolitical environment.

Investment

performance risk

The risk that portfolios do not meet their investment objectives including

against our peers and benchmarks.

Outsourcing and

supplier risk

The risks arising from incidents or failure of providers of services to deliver on their

obligations, or inadequate selection or oversight of providers.

People risk

The risk of failures or poor practices relating to people management.

Regulatory risk

The risk of failing to comply with our regulatory obligations including failures to

implement changes required to meet new regulatory requirements.

Sustainability risk

Sustainability risk is the failure to identify, assess, manage and report on ESG issues

that could cause actual or potential material negative impacts on our core

business activities.

Technology and

information security risk

The risk of deliberate attacks or accidental events that have a disruptive effect on

interconnected technologies.

Link to strategic priorities

Increase scale Decrease undue complexity Broaden our appeal to clients

Deepen relationships with all stakeholders

KEY RISKS

The table below lists the key risks to the firm on a residual basis, which

is considered to be the risk exposure after the application of existing

mitigating controls, assessing the risks on the potential impact and

likelihood of them crystallising.

Overall, the evolution of the Group’s risk profile during 2023 has been

driven by external challenges such as regulatory and investor demands

on sustainability. Geopolitical events across the globe have also

prompted increased market volatility and operational risks.

Further details on the mitigation in place for our most material risks

are included on the following pages.

KEY DEVELOPMENTS

During the year under review, a number of the Group’s risk activities

were reviewed and refreshed under the newly appointed Head of Risk,

following the separation of the Risk and Compliance functions.

These included:

• The development and embedding of a revised risk management

framework which will continue to be an area of focus going forward.

• Review and approval of the revised risk taxonomy and risk

appetite statement.

• Adoption of a thematic approach to RCSAs.

• Enhancement of the TDRA process to refine the key risks.

• Emerging risk register development.

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RISK MANAGEMENT CONTINUED

Description Management actions

Geopolitical risk

Geopolitical events such as the invasion of Ukraine and conflicts

across the globe disrupt markets, which increases volatility and

operational risk. The corresponding changing global sanctions

regimes increase our financial crime risk.

• We continue efforts to diversify across both regions and asset

classes. Our strategy is to defend our existing UK positions

where prudent to do so, while also increasing the scale of our

international and Institutional businesses.

• The Board and the Strategy and Management Committee

regularly review the strategic plan, opportunities and threats,

budgets and targets.

• Our financial crime framework continuously evolves to ensure

the ever-changing landscape of financial crime is mitigated

through robust monitoring and testing.

Investment performance risk

Delivering positive outcomes to our clients through active management

is at the core of the organisation and failure to deliver against our

commitments leads to poor client outcomes and loss of AUM.

• All performance is monitored closely and challenged

on a regular basis through senior management engagement.

• The investment risk team provides detailed analysis of

market-related risks facing Jupiter's funds and corporate balance

sheet, ensuring that these are communicated accurately and

used to challenge and inform various stakeholders, enhancing

the investment management process.

• Performance is overseen and assessed through active value

assessments to ensure that clients are receiving the best

possible product outcome.

Outsourcing and supplier risk

The firm is reliant on suppliers to which we have outsourced certain

services and any failure from our third parties can lead to a negative

impact on our clients, our staff and the firm.

• We continue to review and assess our appetite for outsourcing

to ensure that it remains effective in relation to the size and

scale of our business.

• We continue to work closely with our critical third-party

suppliers to ensure that the services they provide

remain resilient.

• Our framework for the oversight of activities delegated to third

parties is continually reviewed in line with our risk appetite and

regulatory requirements to ensure effectiveness.

People risk

People are at the core of the business, however, ensuring management

of performance, conflicts of interest and conduct is imperative to

minimise poor culture, loss of key staff, poor outcomes for our clients

and harm to markets.

The Group recognises that conduct risk can crystallise across various

parts of the business and can be strategic, financial, infrastructural

or behavioural in nature. Conduct risks can arise on both

an individual and Group basis.

• Focused recruitment, talent and learning programmes are in

place, supported by robust HR policies and procedures which

comply with all relevant rules, regulations and guidelines.

• We respect and celebrate different perspectives

and experiences.

• We actively manage succession and succession plans are

in place for critical staff.

• Conduct risk is monitored through the conduct risk dashboard

which is designed to provide a lens into conduct risk from which

the Culture and Conduct Committee and boards can review and

investigate both potential and actual conduct risk issues within

the Group.

• We have also continued to focus on educating employees on

the importance of good conduct, with a specific training

programme rolled out to all employees.

Description Management actions

Regulatory risk

The risk of not complying with regulatory changes remains significant as

we continue to see a high volume of regulatory activity, for example,

related to sustainability, Consumer Duty and operational resilience. Our

strategic focus of growing the scale in our international business further

increases our regulatory footprint.

• To ensure we remain well placed to meet all regulatory

challenges, we continue to proactively engage with our

regulators in an open and transparent manner while investing

in education, training and a robust second line function.

• We have a cohesive and holistic approach to managing the

evolving landscape of regulatory risk across jurisdictions and

utilise industry insight and specialist expertise as required to

respond to regulatory change, for example, the EU Digital

Operational Resilience Act.

Sustainability risk

Sustainability risks can impact and manifest in many ways including

financial under-performance, reputational damage and operational risks,

such as greenwashing, linked to climate change.

• Sustainability risks are captured and managed within Jupiter’s

ERMF and control environment.

• In 2023 we further enhanced automated monitoring of ESG

risks within our portfolios and increased resourcing in our

control teams.

• Our governance approach to sustainability is described

on page 36.

Technology and information security risk

Our dependency on technology and data is significant and therefore

it is imperative that we protect our clients, staff and the firm against

technology failure, loss of data and system corruption.

• Jupiter is certified in accordance with the UK government-

backed ‘Cyber Essentials Plus’ scheme, demonstrating our

ongoing commitment to reducing the likelihood of a successful

cyber event, despite the rising number of external attacks seen

across the industry.

• We continue to make investments in our security systems

to identify and reduce vulnerabilities as quickly as possible.

• We have invested in ongoing training and awareness on the

risks of phishing and similar attacks, and we continue to work

with our third-party suppliers to ensure that they are able to

demonstrate compliance with Group standards and

internationally recognised good practice.

69Jupiter Fund Management plc Annual Report and Accounts 2023

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OTHER

INFORMATION

NON-FINANCIAL AND SUSTAINABILITY

INFORMATION STATEMENT

The non-financial and sustainability information required to be disclosed is detailed below and certain information is included by reference to the

following locations in the Annual Report and Accounts:

Non-financial information Section Page

Business model

Our business model 22

Principal risks

Our approach to risk management 64

Key performance indicators

Our key performance indicators 20

TCFD Statement (including

disclosures to comply with

the Climate-related Financial

Disclosure Regulations)

TCFD report 44

Jupiter has a number of policies and statements which are in place to support the effective governance of the organisation. The key policies are

summarised in the table below. During the year all policies have operated effectively and how we ensure their effective implementation is

detailed below.

Clients

Treating Customers Fairly

This policy is to ensure that the Group consistently embeds the principle of treating customers fairly,

which includes a commitment to dealing with investors in its products and its discretionary clients

honestly, openly, competently and with integrity.

Conflicts of Interest

This policy is designed to ensure that we operate to high standards and take all appropriate steps to

identify and prevent, or manage conflicts of interest that may occur between the interests of one client

and another, or between the interests of a Group company (or an employee) and clients.

Our People

Diversity, Equity and Inclusion

There is a Diversity, Equity and Inclusion statement for both the Board and the wider Company which sets

out our approach to promoting a culture of diversity, equity and inclusion.

Code of Ethics

Details the standards of conduct all of our employees are required to adhere to. Our Culture and Conduct

Committee oversee the operation of this policy and escalate any breaches through our governance framework.

Conduct Rules

The FCA Conduct Rules are high-level overarching requirements that apply to individuals on how they

conduct themselves in relation to their activities at Jupiter and, where relevant, their personal conduct.

They are designed to ensure our people act with integrity and uphold the highest standards of conduct.

Health and Safety

The policy is designed to protect the health, safety and welfare of our employees and visitors to our

offices to provide and maintain safe working conditions.

Whistleblowing

The purpose of the policy is to outline the channels through which employees can raise issues or concerns

about the activities of Jupiter or its employees. It has been adopted to foster a culture of openness and

transparency and to encourage employees to raise concerns of suspected wrongdoing. See policy

implementation overleaf for further information.

Environment and Society

Environmental

This policy provides a commitment to mitigate the direct impacts of our activities on the environment

wherever possible.

Sustainability

This sets out our approach to sustainability matters including our sustainability strategy, governance and

the material sustainability issues relevant to Jupiter’s corporate and investment footprints.

Responsible Investment

This policy details how we integrate ESG matters into our investment management activities and our

views/approach on material ESG matters.

Stewardship

This policy details how we incorporate voting, governance and sustainability considerations into our

investment management process to improve the outcomes for our clients.

Tax Strategy

This strategy ensures that we comply with our tax reporting and payment obligations in a timely manner

and that we engage with tax authorities in a co-operative and transparent way.

NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT

Human Rights

We strongly support the protection of individuals’ human rights and this is embedded in our corporate

values. Our employment policies and practices are designed to protect our employees’ human rights.

Modern Slavery

Our Modern Slavery and Human Trafficking Statement details the steps we have taken to ensure that

there are no instances of modern slavery in our workplace or throughout our supply chain, and how we

oversee our investee companies to receive assurance over their practices and supply chains.

Data Protection

This policy is designed to ensure we protect any personal information that the Group may hold related

to individuals.

Financial Crime

Anti-Bribery and Corruption

This policy ensures that the Group operates to high ethical standards and complies with all applicable

anti-bribery and corruption laws.

Anti-Money Laundering and

Terrorist Financing

The Group’s anti-money laundering (AML) framework is designed to ensure that it complies with the

requirements and obligations set out in relevant legislation, regulations, rules and industry guidance for

all jurisdictions in which we operate and mitigates the risk of the Group being used to facilitate financial crime.

Anti-Tax Evasion

The Group is committed to acting professionally, fairly and with integrity in all its business dealings and

relationships, wherever it operates, and implementing and enforcing effective systems to counter the

facilitation of tax evasion.

Market Abuse

The purpose of this policy is to ensure Jupiter staff observe the proper standards of market conduct,

protect the integrity of the markets in which we operate and do not obtain an unfair advantage from the

use of inside information to the detriment of third parties who are unaware of such information.

POLICY IMPLEMENTATION

We ensure the effective implementation of our policies by:

• Fostering a culture of integrity and accountability;

• Clear communication of our policies through our employee

induction, training, management briefings and our intranet, through

which we make our key policies available to our people;

• Our governance framework, including our Board, management and

reporting committees, which provide us with a robust structure

within which we oversee the implementation of the policies;

• Workforce training programmes, covering areas such as anti-bribery

and corruption, money laundering, market abuse and tax evasion,

which employees are required to complete each year;

• Our employee handbook, which assists with contractual terms,

expected conduct and our policies; and

• Reviewing the majority of our policies at least annually to ensure

they are in line with best practice, meet our regulatory

requirements and are updated with any changes required for their

effective implementation.

The business is responsible for implementing these policies,

principles and codes and they have operated effectively and in line

with anticipated outcomes. The effectiveness of these policies is

reviewed by our risk and compliance teams (second line of defence)

and Internal Audit (third line of defence).

For further information on how our three lines of defence model

operates, please see the Our Approach to Risk Management

section on page 64.

Our Culture and Conduct Committee considers any breaches of key

policies and also reviews a wide variety of conduct metrics, including

late training, training failure rates and late attestations. These matters

are then escalated to the Audit and Risk Committee, Remuneration

Committee and regulated entity boards as required.

We operate an independent whistleblowing line enabling our employees

to confidentially raise any concerns, including non-compliance with

our policies and procedures. Currently, the Chair of the Board is

responsible for overseeing the investigation of any whistleblowing

reports, however this will be transitioned to the Chair of the Audit and

Risk Committee once a permanent Chair for that Committee is recruited.

71Jupiter Fund Management plc Annual Report and Accounts 2023

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GOVERNANCE AT A GLANCE

GROUP NOMINATION

COMMITTEE

100% independent

Please see the Committee’s report

starting on page 94

GROUP AUDIT AND RISK

COMMITTEE

100% independent

Please see the Committee’s report

starting on page 98

GROUP REMUNERATION

COMMITTEE

100% independent

Please see the Committee’s report

starting on page 112

GOVERNANCE AT A GLANCE

JUPITER FUND MANAGEMENT PLC BOARD

66% independent

For further information on the governance framework in place across the Group, including the

management committees established by the CEO, please see our governance framework on page 80.

2018 UK Corporate Governance Code compliance

Jupiter supports the principles of corporate governance as set out in

the 2018 version of the UK Corporate Governance Code (the Code) as

issued by the Financial Reporting Council (FRC), which can be found on

the FRC website at www.frc.org.uk.

Having reviewed the provisions of the Code the Board is satisfied

that throughout the accounting year ended 31 December 2023,

Jupiter complied with the provisions of the Code. Further information

on how the Company has applied the principles of the Code is set out

in this Governance section, as per the below:

Code principle Page reference

Board Leadership and Company Purpose 1-90

Division of Responsibilities 73, 78-81

Composition, Succession and Evaluation 90-97

Audit, Risk and Internal Control 64-69, 98-111

Remuneration 112-149

Board and Committee changes during 2023

April 2023

• Nichola Pease stepped down as Chair of the Board and

Nomination Committee and as a Director and member of

the Remuneration Committee

• David Cruickshank was appointed Chair of the Board and the

Nomination Committee and stepped down as Chair of the

Audit and Risk Committee

• Karl Sternberg was appointed interim Chair of the Audit and

Risk Committee

• Roger Yates was appointed as a member of the Audit and

Risk Committee

May 2023

• Chris Parkin stepped down as a Director

February

Approved

revised strategy

Approved

parameters for

introduction of

tiered pricing

April

Appointment of

a new Group

Chair

July

Returned £16m

of capital to

shareholders via

a special

dividend

October

Approved new

medium and

long-term

DE&I targets

Creation of a new

Client Group

Management

and governance

framework changes

November

Approved

recruitment of

new UK income

investment

management

team and

transfer of their

existing fund

December

Approved offer

of recruitment

of new UK

special

situations

investment

manager

For further information on these decisions and other activities undertaken by the Board during 2023 please see our Board activities table

starting on page 82.

KEY DECISIONS TAKEN DURING 2023

Gender Ethnicity

Female White3 7

Male Asian7 3

STRATEGY & MANAGEMENT COMMITTEE COMPOSITION

as at 31 December 2023

Board breakdown

BOARD COMPOSITION

as at 31 December 2023

STRATEGY AND MANAGEMENT COMMITTEE COMPOSITION

as at 31 December 2023

1.8

Suzy Neubert

2.5

David Cruickshank

7.5

Karl Sternberg

2.3

Dale Murray

6.2

Roger Yates

Direct Indirect

Chair and Non-Executive tenure

(years)

Finance

Risk

Asset

management

Client facing

Disruption

Strategy

ESG

Transformation

Regulatory

People

Technology

Directors skills and experience

Direct Indirect

Europe

Asia Pacific

The Americas

International experience

Gender Ethnicity

Female White3 7

Male Asian7 3

STRATEGY & MANAGEMENT COMMITTEE COMPOSITION

as at 31 December 2023

Independence

Gender

Ethnicity

Board [breakdown]

Independent Non-Executive Directors

Female

White

Male

Mixed ethnicity

Executive Directors 2

Chair 1

Directors’ skills and experience

Direct - the Director has direct executive experience of the area.

Indirect - the Director has had oversight experience of the area

73Jupiter Fund Management plc Annual Report and Accounts 2023

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CHAIR’S INTRODUCTION

TO GOVERNANCE

Dear Stakeholder,

I am pleased to present our Governance report for

the year ended 31 December 2023, which provides

details of how our governance framework is

designed, how it has operated throughout

the year and the outcomes it has achieved.

Our statement of compliance with the

Corporate Governance Code can be found in

our Governance at a glance section on page 72.

ENSURING OUR CULTURE IS EMBEDDED

A key role of any board is to set the firm’s culture and ensure it

is embedded across the organisation. Here at Jupiter we have a

strong culture centred around our clients and our people (for

further information on our culture please see pages 2 and 52).

We have continued to embed and enhance our culture across the

firm, through increased engagement, a revised conduct risk framework

and the establishment of a Culture and Conduct Committee. The

Board review the Group’s culture dashboard twice per year, which

tracks a number of metrics linked to each of our cultural pillars.

The metrics considered include the results of our staff surveys,

run throughout the year, employee turnover, DE&I metrics, disciplinary

proceedings (where relevant), employee related breaches, appraisal

outcomes and training amongst others. There is also a qualitative

overlay detailing recent positive cultural outcomes and areas of

focus going forward. This coupled with our employee and client

engagement provides a detailed view of how well Jupiter’s culture

is embedded across the Group.

Over 2023 we were pleased to see a strong upward trend in many of

the metrics we track; especially pleasing were the scores arising from

our employee and client surveys. Our employee engagement score

increased from 71% in 2022 to 78% in 2023 and our overall client

satisfaction score increased from 7.8/10 to 8.3/10, demonstrating

progress against two of our strategic objectives: to broaden our

appeal to clients and deepen our relationships with stakeholders.

STRENGTHENING OUR STRATEGIC FOCUS

In February the Board approved the revised strategy as proposed by

Matthew Beesley and the wider management team. Throughout the

year we have worked hard to embed the new strategy across the

Group, with management running strategy focus sessions across

all teams and helping to link the work of each team to our overall

strategy. The Board has undertaken various deep dives into the

elements of the strategy throughout the year and approved further

investment in the business through a number of key strategic projects,

all of them linked to a key objective of our strategy, to help drive the

business forward. We will continue to oversee these initiatives to

ensure good progress and continue to look for opportunities to

expedite growth.

AN EFFECTIVE GOVERNANCE FRAMEWORK

In October Matthew Beesley proposed changes to our management

structure and the structure of our management committees, within

our wider governance framework, which help him discharge his

responsibilities as CEO. Under the revised structure there are four

corporate committees: a Strategy and Management Committee,

a Culture and Conduct Committee, a Risk and Compliance Committee

and an Operating Committee.

CHAIR’S INTRODUCTION TO GOVERNANCE

David Cruickshank

Chair

“A key role of any board is to set the

firm’s culture and ensure it is embedded

across the organisation. Here at Jupiter

we have a strong culture centred around

our clients and our people.”

Further information on these can be found within our governance

framework on page 80. Each of the committees’ composition was

reviewed in accordance with the senior manager responsibilities

(under the FCA’s SM&CR regime) to ensure appropriate accountability,

and that each committee had the individuals with the correct

executive responsibilities to enable efficient decision making,

and that the committees’ composition had the correct balance

of skills, experience and diversity. These changes are designed

to further enhance the focus and efficiency of the management

governance structure.

A STRONG BOARD WITH A FOCUS ON

IMPROVING DIVERSITY

During the year we had an externally facilitated Board performance

review which demonstrated that the Board and its Committees were

working effectively; further information on both the process followed

and outcomes of the evaluation can be found on page 92. We were

pleased with the results and particularly the areas of improvement

highlighted since the last external evaluation undertaken in 2020.

We have had two departures from the Board during 2023, namely

Nichola Pease and Chris Parkin. Nichola was our previous Chair and

not only did her departure impact our overall Board gender diversity,

it also meant that we no longer had a woman in a Board leadership

role. This has meant that as at 31 December 2023 we were not

compliant with two of the requirements of the Listing Rules, which

are on a comply or explain basis, namely that 40% of the Board is

comprised of women and that there is one woman in a leadership

role (namely CEO, CFO, Chair or senior independent director).

We, as a Board, are disappointed to have not met these targets

but note the unexpected nature of the changes.

As previously disclosed we are currently undertaking a search process

for at least one further Non-Executive Director. Ensuring the right skills

and experience, cultural fit and impact on the Board’s overall diversity

are the key criteria being considered in the recruitment process.

Further information on this can be found in my Nomination

Committee Report on page 94.

LISTENING TO SHAREHOLDER FEEDBACK

At our 2023 AGM, two resolutions did not pass with the requisite

majorities, both of which were special resolutions requiring 75%

approval, and two further resolutions, whilst passed by shareholders,

received less than 80% approval. The outcome of these votes was

primarily driven by our largest shareholder and we have engaged

with them on these matters. Detailed below is a summary of the

key considerations for each resolution and the actions we have

taken as a result of this engagement.

Directors’ authority to disapply pre-emption rights

This resolution failed to pass with the requisite 75% authority.

Under this resolution we had sought authority to issue shares

without pre-emption rights up to a maximum amount of 5% of

the issued share capital, which was lower than the 10% set out in the

revised statement of principles published by the Pre-Emption Group

in November 2022. Whilst this was in line with our shareholder’s voting

policy it was voted against due to the level of authority sought to

allot shares (as below) which was above their voting policy of 10%.

Authorise the Company to purchase its own shares

This resolution failed to pass with the requisite 75% authority.

Our shareholder’s concerns regarding this resolution are specific

to the size of their shareholding and their desire not to increase this

above a specific percentage holding. Prior to our 2023 AGM we had

previously sought authority to re-purchase shares up to 10% of the

issued share capital which we reduced to 5% of the issued share

capital. Our major shareholder has confirmed that this did not

provide sufficient headroom. Following the failure of this resolution we

could not proceed with our previously announced share repurchase

programme in the amount of £16m and instead elected to repay

capital to our shareholders via a special dividend which was paid to

shareholders in September 2023. This year we will be seeking authority

to repurchase 3% of the issued share capital, reduced from the 5%

sought at the 2023 AGM.

Directors’ authority to allot shares

This resolution was passed with just under 75% approval. At the 2023

AGM we sought authority to allot shares up to 33% of the issued share

capital, which is below the maximum recommended levels contained

in the relevant share capital management guidelines applied across the

industry. It is however above the voting guidelines issued by our major

shareholder, which require this to be no greater than 10%. We have

taken account of this feedback and will be reducing the level of

authority sought to 10%.

Re-election of Dale Murray

This resolution was passed with just under 74% approval. Our major

shareholder applies more stringent requirements than the prevailing

proxy advisor guidelines in relation to the number of external

mandates held and voted against Dale’s re-election on this basis.

As described within the Nomination Committee report on page 97

we keep under careful review the number of external mandates held

and the associated time commitments. The Board has no concerns

with Dale’s ability to commit sufficient time to her role at Jupiter,

which was carefully considered by the Nomination Committee when

recommending her re-election at the 2024 AGM. In addition, Dale has

confirmed she will be stepping down from the board of one of her

commitments to a private company during 2024.

We hope the actions taken as above will help facilitate greater

support at the 2024 AGM. We have continued to engage with

shareholders throughout the year, not least through our investor

relations team and Executive Directors but also following my

appointment as Chair and on specific matters such as our AGM

and Directors’ Remuneration Policy (as detailed within our Remuneration

Committee report on page 112). We would like to thank our shareholders

for this engagement to help us better understand their views and for

their continued support.

I hope the following pages provide our stakeholders with greater

insight into our governance practices and the activities undertaken

by the Board and its Committees during 2023.

David Cruickshank

Chair

21 February 2024

75Jupiter Fund Management plc Annual Report and Accounts 2023

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OUR BOARD OF DIRECTORS

Matthew Beesley

Chief Executive Officer

Wayne Mepham

Chief Financial &

Operating Officer

Suzy Neubert

Independent

Non-Executive Director

Roger Yates

Senior Independent Director

Karl Sternberg

Independent

Non-Executive Director

Dale Murray

Independent

Non-Executive Director

David Cruickshank

Chair

From left to right

BOARD OF DIRECTORS

77Jupiter Fund Management plc Annual Report and Accounts 2023

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BOARD OF DIRECTORS CONTINUED

Appointed: Chair in April 2023 and Independent Non-Executive

Director in June 2021

Committees: Chair of the Nomination Committee

Skills and experience: David spent his executive career at Deloitte

and retired from the firm in June 2020. He qualified as a chartered

accountant in 1982 and specialised in advising on large international

corporate transactions. He was appointed a partner in 1988 and led

the UK Tax Practice from 1998 until 2006. He was elected Chair of

Deloitte’s UK Board in 2007 and served two terms before being

elected Chair of Deloitte’s Global Board in 2015. During this period

David led the Boards through a period of major regulatory change

and business transformation. David has broad experience across

different industry sectors and geographies and brings extensive

Chair experience to the role. He has excellent financial knowledge

and experience of corporate transactions. David also brings substantial

sustainability knowledge from both previous and current roles.

Previous appointments: David is the former Chairman of Deloitte’s

UK Board and then Deloitte’s Global Board and previously served as

Co-Chair of the Partnering Against Corruption Initiative at the World

Economic Forum.

Current external appointments: David is the current Non-Executive

Chair of McInroy & Wood Ltd, the Social Progress Imperative Inc and

the Education and Employers Charity. He is also a member of the

Council of the Institute of Chartered Accountants of Scotland.

Appointed: Chief Financial & Operating Officer in January 2024 and

Chief Financial Officer in September 2019

Skills and experience: Wayne has over 28 years’ experience in asset

management and across the financial services sector gained in senior

financial roles and as a chartered accountant. He brings extensive

financial management, accounting and investment industry knowledge

to the role, which he applies strategically for the benefit of our

stakeholders. Wayne also brings a detailed understanding of risk

management, internal control frameworks and asset management

operations, supporting his wider role within the organisation.

Previous appointments: Wayne began his career at

PricewaterhouseCoopers where he progressed to lead audits in

the Insurance and Asset Management practice. Prior to joining Jupiter,

he worked at Schroders plc for nine years and was responsible

for the Global Finance function as well as Procurement and

Investor Relations.

Current external appointments: Wayne has no external appointments.

Appointed: Chief Executive Officer in October 2022, Deputy

Chief Executive Officer in June 2022, and Chief Investment Officer

in January 2022

Skills and experience: With nearly 25 years of experience in the

investment industry including leadership positions at Artemis, GAM

and Henderson, Matt has an in-depth knowledge of the industry with

experience in the management and oversight of teams specialising in

varying investment strategies based in Europe, Asia and the US.

Matt’s strategic insights, leadership skills and unwavering focus

on client outcomes mean that he is ideally placed to lead Jupiter.

He brings a huge amount of energy to the role and has increased

the pace of execution across the firm since his appointment as CEO.

Previous appointments: Matt was previously Chief Investment Officer

at Artemis and has held senior investment roles at GAM and Henderson

Global Investors. Matt was also formerly a member of the Church of

England Pension Board’s Investment Committee, advising on $4bn of

ethically invested pension fund assets.

Current external appointments: Matt has no external appointments.

Appointed: Independent Non-Executive Director in September 2021

Committees: Member of the Audit and Risk Committee and

Member of the Nomination Committee

Skills and experience: Dale is a qualified accountant and

technology entrepreneur. She brings to the role a good understanding

of technology and disrupted markets, combined with financial acumen

and an entrepreneurial spirit, having founded and invested in businesses

within the technology sector. Dale also brings a sharp focus on cultural

issues and is passionate about DE&I.

Previous appointments: Dale co-founded the British mobile telecoms

software business Omega Logic. Following Omega Logic’s sale to Eposs

Ltd, then First Data Corporation, Dale served as CEO of the enlarged

Group until 2005. She then made a number of investments in the

digital sector and was awarded the British Angel Investor of the

Year in 2011.

Dale was previously a Non-Executive Director at Peter Jones

Foundation, UK Trade & Investment, Sussex Place Ventures Ltd

and the Department for Business, Innovation and Skills.

Current external appointments: Dale currently serves as a

Non-Executive Director of Xero Ltd, Lendinvest plc, The Cranemere

Group Ltd, Rated People Limited and Lightspeed Commerce Inc.

David Cruickshank

Chair

Wayne Mepham

Chief Financial & Operating Officer

Matthew Beesley

Chief Executive Officer

Dale Murray

Independent Non-Executive Director

Appointed: Independent Non-Executive Director in March 2022

Committees: Member of the Remuneration Committee and

Member of the Nomination Committee

Skills and experience: Suzy is a qualified barrister with a broad asset

management experience extending over 30 years. She has an in-depth

knowledge of capital markets and, importantly, evolving client needs,

having previously led the global distribution function at J O Hambro

Capital Management. Prior to this role, Suzy was Managing Director

of Equity Markets at Merrill Lynch and therefore brings an excellent

understanding of the international wholesale and institutional

channels in which the Company operates.

Previous appointments: Suzy started her career in asset management

as an analyst before moving into sales and marketing. Suzy was Global

Head of Distribution at J O Hambro Capital Management until 2020

and had previously been Managing Director of Equity Markets at

Merrill Lynch.

Current external appointments: Suzy is currently a Non-Executive

Director of ISIO, LondonMetric Property plc and of LV= where she

chairs the investment committee, and is a trustee of the Prince’s Trust.

Appointed: Senior Independent Director in May 2021

and Non-Executive Director in October 2017

Committees: Member of the Nomination Committee, Member of the

Audit and Risk Committee, and Chair of the Remuneration Committee

Skills and experience: Roger has considerable knowledge of the asset

management business with over 30 years’ experience in the industry

having served as a fund manager, CEO, non-executive director and

chairman. Having led two global asset managers, Roger also brings

significant understanding of international business management to

the Board. He has extensive remuneration experience both from

an executive perspective and as a Remuneration Committee Chair.

Previous appointments: Roger started his career at GT Management in

1981 and subsequently held positions at Morgan Grenfell and Invesco

as Chief Investment Officer. He was appointed Chief Executive Officer

of Henderson Group plc in 1999 and led the company for a decade.

Most recently Roger was a Non-Executive Director of IG Group Ltd,

Chairman of Electra Private Equity plc and Chairman of Pioneer Global

Asset Management S.p.A. He was also a Non-Executive Director of

JPMorgan Elect plc from 2008 – 2018.

Current external appointments: Roger is the Senior Independent

Director at Mitie Group plc and Chair of The Biotech Growth Trust plc.

Appointed: Independent Non-Executive Director in July 2016

Committees: Interim Chair of the Audit and Risk Committee,

Member of the Nomination Committee, and Member of the

Remuneration Committee

Skills and experience: Karl has some 30 years’ international

experience in the investment industry and brings extensive knowledge of

investment management gained through both executive and non-executive

roles. He has a detailed understanding of risk management, investment

industry trends and the competitive landscape.

Previous appointments: Karl was a founding Partner of institutional

asset manager Oxford Investment Partners, which was bought by

Towers Watson in 2013. Between 1992 and 2004 he held a number of

positions at Morgan Grenfell/Deutsche Asset Management including

Chief Investment Officer for London, Australia, Europe and the Asia

Pacific. Since 2006 he has developed his non-executive director career,

with a focus on investment management and the investment trust

sector in particular. He served as a Non-Executive Director of Friends

Life Group plc where he chaired the Investment Oversight Committee.

Karl was Chairman of JPMorgan Income & Growth Investment Trust plc

until 2016 and also served on the Boards of Lowland Investment

Company plc, JP Morgan Elect plc and Railpen Investments.

Current external appointments: Karl is Chairman of Monks

Investment Trust plc and Clipstone Industrial Reit plc and a

Non-Executive Director of Herald Investment Trust plc and

Howard de Walden Estates. Effective 1 March 2024, Karl will

become a Non-Executive Director of Apax Global Alpha Limited.

Suzy Neubert

Independent Non-Executive Director

Roger Yates

Senior Independent Director

Karl Sternberg

Independent Non-Executive Director

79Jupiter Fund Management plc Annual Report and Accounts 2023

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The Board has an effective governance framework in place to help promote the success of the Company

for the benefit of all its stakeholders. The day-to-day management of the Group is delegated to the

Chief Executive Officer, with the exception of matters specifically reserved for the Board’s decision.

An overview of the governance framework and key roles and responsibilities is detailed below.

MATTERS RESERVED FOR THE BOARD

The Board has a schedule of matters specifically reserved for its

attention and a summary of the key items can be found below:

• Establishing the Group’s commercial objectives and strategy

• Setting the Group’s purpose, culture and values

• Approving significant capital projects, expenditure and borrowings

• Overseeing the Group’s operations and management, and maintaining

an effective system of internal controls and risk management

• Setting the annual budget

• Approving the capital allocation, dividend payments and other

uses of capital

• Ensuring adequate succession planning, including agreeing Board

and other senior appointments and the appointment or removal

of the Company Secretary

• Deciding major acquisitions, disposals and investments

The full schedule of matters reserved for the Board can be found on

our website at www.jupiteram.com

GOVERNANCE FRAMEWORK

* The roles of Chair, Chief Executive Officer and Senior Independent Director are clearly defined in writing, approved by the Board and available on the Company's website at

www.jupiteram.com.

GOVERNANCE FRAMEWORK

Chief Executive Officer (CEO)*

• Proposes the strategy and ensures its execution

• Runs the business within the delegated authorities risk

management and internal control frameworks

• Builds and maintains an effective management team

THE BOARD

EXECUTIVE DIRECTORS

NON-EXECUTIVE DIRECTORS

Chief Financial & Operating Officer (CFOO)

• All aspects of financial and capital reporting and the

integrity thereof

• Supports the CEO in the execution of the strategy

• Delegated responsibility from the CEO for

management of the Group’s risk profile, internal

controls and the day-to-day operations

• Responsible for Finance, Risk, Operations, Technology,

Investor Relations, Procurement & Facilities

Non-Executive Chair* Senior Independent Director* Independent

Non-Executive Directors

• Leads the Board, ensuring its

effective discharge of duties

• Ensures effective governance

• Engages with stakeholders and

ensures their views are understood

by the Board and decisions

consider their interests

• Sounding board for the Chair

• Leads the Chair’s performance

appraisal and succession

• Available to shareholders and

Board members, should they have

concerns not resolved through

normal channels

• Contribute to and constructively

challenge management on the

development and implementation

of the strategy

• In conjunction with management,

establish the Board’s risk appetite

and monitor the control framework

• Constitute the Board’s

governance committees

MANAGEMENT COMMITTEES

BOARD GOVERNANCE COMMITTEES

Strategy and Management

Committee

Chair – Matthew Beesley

• Operates under the authority

and direction of the CEO

• Formulates strategy and

oversees the successful

execution thereof

• Agrees business plans,

budgets, policies and

procedures for the

day-to-day management

of the Group

Culture and Conduct

Committee

Chair – Matthew Beesley

• Operates under the authority

and direction of the CEO

• Oversees Jupiter’s conduct

framework including conduct

risk and culture and

Consumer Duty

Risk and Compliance

Committee

Chair – Wayne Mepham

• Operates under the authority

and direction of the CFOO

• Manages the Group’s risk

profile, relative to its agreed

risk appetite, and the internal

control framework

• Oversight of compliance with

regulatory requirements and

compliance monitoring plans

Operating Committee

Chair – Wayne Mepham

• Operates under the authority

and direction of the CFOO

• Ensures the operational

excellence of the Group

• Monitors and drives the

evolution of the Group’s

operating model in line with

the Group’s strategy and

emerging best practice

CULTURE AND CONDUCT

COMMITTEE

During the year we established a Culture and Conduct Committee,

to serve as the central governance committee for our conduct

framework. This Committee is comprised of senior managers across

the business and ensures Jupiter’s employees uphold the highest

standards of conduct.

It considers matters relevant to Jupiter’s culture, conduct and risk

framework, including tracking of conduct risk metrics and

dashboards. The Committee reviews any potential breaches of the

conduct rules, escalation of conflict of interest matters and where

appropriate considers fitness and propriety assessments.

The Committee reports on its activities to the Audit and Risk

Committee, Remuneration Committee and the Group’s regulated

entity boards.

Nomination Committee

Chair – David Cruickshank

Remuneration Committee

Chair – Roger Yates

Audit and Risk Committee

Interim Chair – Karl Sternberg

• Board Committee comprises all

independent Non-Executive Directors

and is chaired by the Chair of the Board

• Recommends changes to the structure of

the Board, oversees succession planning

for the Board and senior management, and

talent and diversity policies across Jupiter

• Board Committee comprises three

independent Non-Executive Directors

• Responsible for overseeing the

remuneration of Executive Directors,

senior management and Group-wide

remuneration policies

• Board Committee comprises three

independent Non-Executive Directors

• Responsible for overseeing financial

reporting, risk management and internal

control framework, compliance and

external and internal audit

Read how we are delivering our priorities

from page 94

Read how we are delivering our priorities

from page 112

Read how we are delivering our priorities

from page 98

81Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

BOARD ACTIVITIES

Board activities

In addition to the five scheduled meetings the Board held seven

additional meetings, which were convened to consider certain

matters which were urgent or needed consideration before the next

scheduled Board meeting. The Board also held a strategy off-site, over

two days, which was attended by all Directors, who were also joined

by members of senior management on one of the days. Should a

Director be unable to attend a meeting they review all of the papers

in advance of the meeting and raise any questions with the Chair, CEO,

CFOO or member of senior management as appropriate. The Chair will

also engage with the absent Director prior to, and post, the meeting

to ensure their views are represented and outcomes are discussed.

A Board briefing session is held in the day or so before a Board

meeting and these sessions are designed to assist with Director

training and knowledge of the business. Further information can

be found within the Board effectiveness section on page 90.

The Chair has held private meetings with the Non-Executive Directors,

some of which included the CEO. Individual Non-Executive Directors

have also met with senior members of management on an individual

basis. This engagement has been supported by the Company’s

Non-Executive Director pairing system, under which each

Non-Executive Director is paired with a member of the Strategy

and Management Committee. They hold four meetings a year and

the scheme is designed to give the Non-Executive Directors greater

understanding of the relevant business unit and help management to

gain a better understanding of the Board and its objectives and views.

The Senior Independent Director has also met with other Directors

to evaluate the Chair’s performance.

Director Meetings attended

Matthew Beesley 12/12

David Cruickshank 12/12

Wayne Mepham 12/12

Dale Murray

11/12

Suzy Neubert

11/12

Chris Parkin

1, 3

3/4

Nichola Pease

2/2

Karl Sternberg 12/12

Roger Yates 12/12

1. Chris Parkin stepped down as a Non-Executive Director effective 10 May 2023.

2. Nichola Pease stepped down as Chair and a Non-Executive Director effective

26 April 2023.

3. The meetings the Directors were unable to attend were ad-hoc meetings arranged

on short notice.

At each meeting the Board receives an update from the CEO, CFOO

and members of senior management from investments, Client Group

and operations who report on the performance of these functions

and key areas of focus going forward. Various members of the firm’s

senior management team attend part or all of the Board meetings,

and this includes the General Counsel, who attends all meetings to

advise on legal and regulatory considerations. The CEO also provides

regular updates to the Board members, outside Board meetings,

on developments within the business and any matters to raise to

the Board’s attention.

The principal Board activities and outcomes considered during the

year are detailed in the table overleaf, together with the strategic

priorities, principal risks and impacted stakeholder groups.

Link to strategic priorities

Increase scale

Geopolitical risk

Investment performance risk

Outsourcing and supplier risk

People risk

Regulatory risk

Sustainability risk

Technology information security risk

Clients

Decrease undue complexity People

Society

Broaden our appeal to clients Shareholders

State and regulators

Deepen relationships

with all stakeholders

Business partners and suppliers

KEY

Link to principal risks Relevant stakeholder group

Item Discussions and outcomes Link to strategy, risk and stakeholders

STRATEGY AND BUSINESS DEVELOPMENT

Strategic updates

and progress

• Approved a revised strategy for the Group.

• Undertook a two-day strategy deep dive which included sessions from

members of the senior management team with a focus on industry trends,

technological developments and key priorities for their functions.

• Reviewed merger and acquisition trends and opportunities across the industry.

• Reviewed and challenged the strategic priorities for 2024, as proposed by

management, and identified the key areas of focus. The Remuneration

Committee developed a framework to help support and reward the delivery

of these strategic priorities which are essential to the sustainable growth of

the business (please see page 112 for further detail).

Tiered pricing • Approved the introduction of tiered pricing on the Group’s UK domiciled

fund range, subject to final approval from the relevant legal entity boards,

helping to deliver economies of scale benefits to clients and drive better

client outcomes.

Fixed income

strategy

• Received an update from the Head of Fixed Income on the Group’s strategic

plans for growth within Fixed Income, including client trends and the

development of specialised fixed income funds.

Equities strategy • Approved the recruitment of two new investment teams to further diversify

the Group’s product offering for clients and support succession planning

across the Group.

• Agreed the structure for the departure of the Chrysalis Investment Trust to

a self-managed construct which reduced complexity within Jupiter and was

considered in the best interests of clients and shareholders.

• Engaged with the Head of Equities, who was appointed during the year,

on her strategic proposals to develop the investment management teams,

rationalise funds and optimise performance for clients.

• Deep dive on funds identified as growth opportunities including target

markets, suitability of resources, potential market opportunity and

competitive landscape.

Market

intelligence,

client trends and

peer analysis

• Reviewed industry and client trends and assessed their potential impact

on the Group together with actions to ensure the Group is well positioned

to address these themes.

• Considered the performance of peer firms relative to Jupiter.

Client Group • Approved the restructuring of the Group’s Distribution function into a

new Client Group with a refreshed focus on developing client solutions

and enhancements to the overall client experience.

• Received an update from the new Client Group management team on

progress made in restructuring the function and key priorities to ensure a

client centric focus.

Target operating

model

• Approved management’s proposals to review the Group’s strategic supplier

relationships, with the objective of consolidating relationships and leveraging

the benefits of more strategic partnerships for shareholders and clients.

• Received an update on the progress of the Group’s data strategy and

implementation thereof, including the technology to facilitate the strategy.

83Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

BOARD ACTIVITIES CONTINUED

Item Discussions and outcomes Link to strategy, risk and stakeholders

STRATEGY AND BUSINESS DEVELOPMENT CONTINUED

Capital and

liquidity

• Declared the Group’s interim and annual dividends, in line with the revised

capital allocation policy which was approved last year.

• Approved the return of £16m of capital through a share repurchase

programme and the subsequent change to the payment of a special dividend.

• Approved the execution of a new RCF in the amount of £40m.

Institutional

business

• Received an update on the progress of the Group’s Institutional business

including the development of the team by jurisdiction, pipeline of

opportunities and actions taken to improve client onboarding and servicing.

PERFORMANCE

Monitored

financial

performance and

capital position

• Ongoing monitoring of financial performance including revenue, profit and

cost forecasts against budget and KPIs, and considered performance against

market consensus.

• Monitored forecast liquidity and regulatory capital surplus to ensure it

remained within the Board’s risk tolerance.

• Received updates on the Group’s seed portfolio and performance of

associated hedging and forward contracts.

Investment

performance

• Regular review of investment performance across all fund ranges and

investment trusts and assessed funds against expected performance

outcomes in light of the market environment.

• Received presentations from a range of fund managers on their investment

strategy, growth strategy and key challenges and opportunities.

Client Group

reporting

• Received regular updates from the Client Group on Group flows, pipeline

of opportunities, client views and peer performance.

Sustainability

See page 36

for further

information

• Approved revised net zero targets for our operations, aligned to the latest

climate science and external guidance, and introduced a medium-term target.

• Reviewed and challenged the Group’s plans to decarbonise the Group’s

operations and investment portfolio, and the programme to comply with

the extended TCFD requirements and development of carbon transition plans.

• Challenged and agreed the Group’s sustainability and climate-related risks.

• Considered progress against the Group’s sustainability strategy and

voluntary initiatives.

2024 budget

and five-year

financial plan

• Challenged and approved the 2024 budget and five-year financial plan, having

reviewed the underlying assumptions for net flows, revenue margins, investment

performance, macro-environment, costs and various scenario analysis.

Item Discussions and outcomes Link to strategy, risk and stakeholders

PEOPLE AND CULTURE

Culture and

conduct

• Agreed the establishment of a Culture and Conduct Committee to help

embed the Group’s culture, monitor individual conduct, enhance

accountability and oversee Consumer Duty outcomes.

• Monitored the Group’s culture through the review of the culture dashboard,

which includes metrics on employee engagement, attrition rates, staff training

and conduct matters.

Employee

engagement

• Met with the Chair of the Group’s employee forum, both with management

in attendance and privately with only the Non-Executive Directors to hear

feedback from employees (please see page 50 for further information}.

• Reviewed results of employees pulse surveys throughout the year noting

the trend of improving scores. Agreed actions to address themes arising

from the surveys.

• Engaged with employees informally after Board meetings, in a series of

social engagements.

• Following the appointment of David Cruickshank as Chair, David engaged

with senior managers across the business in a number of 1-2-1 meetings.

Diversity, equity

& inclusion (DE&I)

• Reviewed the progress against the Group’s 2023 DE&I targets and

challenged management to better understand the rationale for why

these had not been met.

• Reviewed the Group’s DE&I strategy and emphasised the need to accelerate

progress, with a number of initiatives agreed including the development of a

diverse leadership programme, enhancements to the recruitment processes

and extended diversity data collection and reporting.

• Challenged and agreed the revised medium and long-term DE&I targets to

ensure they were sufficiently stretching and reviewed the plans to achieve

these targets.

Employee

retention

and reward

• Received updates from the Remuneration Committee on proposals to

further support employee retention in the challenging market and industry

operating environment.

Chair succession • Approved, upon the recommendation of the Nomination Committee,

the appointment of David Cruickshank as Chair of the Board, following

the decision of Nichola Pease to step down.

• Agreed subsequent changes to the leadership and composition of the Audit

and Risk Committee and composition of the Remuneration Committee.

RISK MANAGEMENT AND COMPLIANCE

For further information see the Risk management report on page 64 and the Audit and Risk Committee report on page 98

Risk appetite

statement & ERM

Framework

• Reviewed, challenged and approved the revised risk appetite statement,

associated metrics and ERM Framework, which had been developed by the

newly appointed Head of Risk.

Principal and

emerging risks

• Discussed the principal and emerging risks and the enhanced process for

identifying these.

• Reviewed and approved the risk management disclosures in the annual and

interim reports as recommended by the Audit and Risk Committee.

85Jupiter Fund Management plc Annual Report and Accounts 2023

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REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

BOARD ACTIVITIES CONTINUED

Item Discussions and outcomes Link to strategy, risk and stakeholders

RISK MANAGEMENT AND COMPLIANCE CONTINUED

Assessed

effectiveness of

internal controls

• Reviewed the effectiveness of the internal control environment including

consideration of risk incidents, the output from the risk and control self-

assessments, compliance monitoring and internal audit findings.

Cyber security

risk

• Explored the measures undertaken to protect the firm and its stakeholders

from cyber-attacks.

• Reviewed recent cyber incidents in the public domain and lessons to be learnt.

• Challenged if the team had sufficient resource to provide appropriate protection.

• Assessed the Group’s operational resilience after a cyber-attack, including

consideration of a cyber incident test undertaken in the first half of the year.

GOVERNANCE

Governance and

management

changes

• Approved a number of changes to the Group’s senior management and

individual responsibilities.

• Approved management’s proposals to enhance the Group’s governance with

four key management committees being the Senior Management Committee,

Risk and Compliance Committee, Operating Committee and Culture and

Conduct Committee.

• Approved the key roles and responsibilities for each committee and the

streamlining of delegations across the Group with an increased focus on the

work of the regulated entity boards in line with regulatory expectations.

Shareholder

engagement

• Received updates from the Group’s brokers and in-house investor relations

teams on shareholder views and market trends including shareholder activism

and defence.

• Received updates on engagement with key shareholders following the

Group’s AGM.

• Oversaw the transfer of the Group’s registrar to ensure minimum disruption

to shareholders and improved shareholder and Company service levels.

Client

engagement

• Engaged directly with clients to hear their views on various matters including key

trends impacting the industry, product development and feedback on Jupiter.

• Reviewed the results of the client engagement survey and considered

feedback provided by clients.

Consumer Duty

For further

information

please see

page 49.

• Oversaw the Group’s programme to ensure compliance with the new

Consumer Duty requirements.

Modern slavery

and human

trafficking

• Challenged the Group’s approach to preventing instances of modern slavery

in its operations and supply chain and processes for managing this risk within

its investee companies. Approved the Group’s modern slavery and human

trafficking statement for publication.

Item Discussions and outcomes Link to strategy, risk and stakeholders

GOVERNANCE CONTINUED

Board evaluation

For further

information

please see

page 92.

• Discussed the outcome of the externally facilitated 2023 Board evaluation

and agreed action items to address points raised.

Health and safety • Received an update on health and safety across the Group.

Tax strategy • Approved the Group’s tax strategy and reviewed compliance thereon,

and noted the successful re-certification under the Fair Tax award.

Terms of

reference

• Reviewed and approved terms of reference for the Board’s key Committees.

EXTERNAL REPORTING

For further information see the Audit and Risk Committee report on page 98

Annual Report &

interim results

• Upon the recommendation of the Audit and Risk Committee, reviewed,

challenged and approved the 2022 Annual Report and 2023 Interim results.

• Reviewed analyst presentations for the full year, interim and Q3 presentation.

Appointment of

auditors

• Resolved to recommend to shareholders the appointment of EY as the

Group’s external auditors at the May 2023 AGM.

ICARA • Reviewed, challenged and approved the Group’s ICARA with a focus on

the revised capital requirements following the assessment.

87Jupiter Fund Management plc Annual Report and Accounts 2023

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REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

CONSIDERING STAKEHOLDERS

IN DECISION MAKING

CONSIDERING STAKEHOLDERS IN DECISION MAKING

Section 172 of the Companies Act 2006 requires the Directors to act

in the way that they consider, in good faith, would be most likely to

promote the success of the Company for the benefit of its members

as a whole, and in doing so have regard (amongst other matters) to:

a. The likely consequences of any decision in the long term

(please see pages 82-89);

b. The interests of the Company’s employees

(please see pages 48-63, 89);

c. The need to foster the Company’s business relationships with

suppliers, customers and others (please see pages 48-51, 88-89);

d. The impact of the Company’s operations on the community

and the environment (please see pages 36-47); and

e. The desirability of the Company maintaining a reputation for

high standards of business conduct and the need to act fairly

as between members of the Company (please see pages 70-71,

74-75, 80-89).

The Company’s section 172 statement of compliance can be found

on page 49, together with an overview of our key stakeholders, their

key priorities, how the Group and the Board engage with them and

outcomes of that engagement.

How are stakeholder interests considered?

The Board continually considers stakeholder interests and views

and discusses how any decisions will impact the different stakeholder

groups. The Board obtains information on stakeholders from across

the business and also through direct engagement; further details of

how we engage with our stakeholders can be found on page 48. In

order to be managed and considered effectively, stakeholder interests

need to be embedded across all levels of the organisation. This means

that decisions taken below the Jupiter Fund Management plc Board

level also consider the interests of our stakeholders and help to ensure

the appropriate escalation of stakeholder considerations through the

Group’s governance framework. Our culture, values, governance

framework, code of conduct and training all help to support this.

Our subsidiary entities also consider stakeholder interests and the

Group’s key regulated and operating entities have specific regulatory

requirements to consider client interests, which has been further

expanded by the introduction of the FCA’s Consumer Duty rules,

including the appointment of a Director from each UK regulated

entity board as a Consumer Duty Champion (see page 49 for

further information).

Stakeholder considerations in our decision making

Where decisions are taken, the impact on different stakeholders is

clearly identified within Board papers and discussed by the Board. Our

Executive paper summary includes a dedicated summary on stakeholder

considerations to ensure all relevant issues are appropriately identified

and escalated for Board review, challenge and inclusion in discussions.

Stakeholders can have different and sometimes competing interests,

priorities and views, and these need to be balanced with each other

and within the wider duty of the Board to promote the long-term

sustainable success of the Company and in accordance with our

regulatory obligations. Not all decisions can deliver the desired

outcomes for all stakeholders.

Overleaf we have included information on some of

the key decisions taken by the Board during the year,

and how stakeholder interests were considered.

CREATION OF A NEW CLIENT GROUP

The Board regularly considers feedback from clients and

developing client trends to ensure that our products and

levels of client service are aligned to client needs and

expectations. During the year management proposed changes

to the structure of our Distribution function into a new Client

Group which has been designed to reshape how we engage

with clients in order to deepen our relationships and enhance

our clients’ experience across all elements of their engagement

and investment with us (further information on this can be

found on page 34).

The Board carefully considered the potential impacts of the

proposals on clients and employees and the costs of

restructuring the function which would impact shareholders.

It concluded that the potential disruption to clients would be

mitigated by the implementation plans for the new structure

with the client facing element of distribution remaining

unchanged within the client relationship function.

The changes would help further drive focus on clients and

improve the service delivered to clients, which was required to

meet the increasing sophistication and expectations across all

client types. There would be a focus on driving improvements

in consistency of service and efficiency of the function overall,

which would benefit all stakeholders.

S.172 duties: a), b), c)

RECRUITMENT OF NEW INVESTMENT TALENT

Throughout the year the Board has reviewed investment talent

across the industry and made the decision to recruit additional

investment talent into the firm, broadening our appeal to clients.

The Board considered the investment management teams’

track records and level of value delivered to clients through

their current investment products, together with the level of

client demand for their strategies.

The Board reviewed and challenged the proposed

remuneration packages for the investment team and

if this would represent fair value for shareholders.

The Board also considered the potential views

of employees, if the new investment teams

would fit within Jupiter’s culture and if their

products would be complementary to

Jupiter’s existing investment strategies.

The recruitment also helped to diversify

the investment management team and

support succession planning which was

considered to be in the best interests

of all stakeholders.

S.172 duties :a), b), c)

INTRODUCTION OF TIERED PRICING

During 2023 the Board decided to introduce tiered pricing across

the Group’s UK domiciled fund range, which was also subject

to approval by the board of Jupiter Unit Trust Managers Limited,

our regulated subsidiary with responsibility for overseeing our

UK domiciled fund range.

This decision impacted a number of stakeholders: our clients,

shareholders and employees and was of interest to our key

regulator, the FCA. It is also a good example of competing

interests between different stakeholder groups with the

tiered pricing reducing the revenue earned by the firm. This is

not generally aligned to the interests of shareholders but is in

the interest of our clients who benefit from economies of scale,

once a fund they are invested in passes certain AUM thresholds.

However, the decision may also make the products more

attractive to clients, thereby increasing the AUM within the funds

which would ultimately benefit all stakeholders. Overall the Board

considered that the introduction of tiered pricing would drive the

sustainable success of the business and was therefore in the best

interests of stakeholders.

S.172 duties: a), b), c), e)

89Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

BOARD EFFECTIVENESS

Meeting Key topics for discussion Supporting documentation

Chair

To discuss views on Jupiter, recent key decisions and strategic priorities

for the Board.

• Previous Board packs and minutes

• Board forward agenda

Chair of the

Remuneration

Committee and SID

An overview of the Group’s remuneration policies, recent decisions and

key issues.

• Remuneration policy

• Previous Committee packs

and minutes

Chair of the Audit and

Risk Committee

An overview of the Group’s enterprise risk management policy and three

lines of defence operating model. Key areas of focus and recent decisions.

• External and internal audit plans

• ERM policy

• Internal and external audit

evaluations

• Previous Committee packs

and minutes

Chief Executive Officer

The Group’s culture, strategy, stakeholder views and recent

business developments.

• Cultural pillars and latest

dashboard

• Group strategy and

strategic tracker

Chief Financial &

Operating Officer

(CFOO)

The Group’s financial performance, financial plans, investor relations,

operating model, supplier overview and management, and recent

developments across the CFOO’s areas of responsibility.

• Budget and financial plan

• Latest financial

performance reporting

• Overview of the

operations function

• Latest beneficial shareholder

Co-Heads Client Group

An overview of the Group’s client-facing footprint, teams, key clients

and their views, and the recent flow picture.

• Introduction to Client Group

• Overview of key clients

• Latest value assessment

• Flow profile

HR Director

Overview of the team, Jupiter’s culture, remuneration structures,

employee policies and initiatives to drive improvements in DE&I, and

learning and development across the business.

• Cultural pillars and

latest dashboard

• DE&I policy and targets

• Remuneration policy

Head of Internal Audit

Overview of the team and the culture across Jupiter, the progress on the

internal audit plan and recent audit findings.

• Internal audit plan

• Summary of recent findings and

outstanding management actions

INDUCTION

A tailored induction programme is provided to all new Non-Executive

Directors and is designed to provide a thorough understanding of

the Group’s strategy, culture, performance, risks, operations, key

stakeholders, the governance structure and the regulatory environment.

The induction process includes meetings with senior managers across

the Group and key advisors. Each Director is provided with a tailored

induction pack consisting of documentation to help brief the Director

on the Group’s business and their individual role. All Directors receive

access to all previous Board packs and minutes, including for each of the

Board Committees. Whilst there were no Board inductions during 2023,

as no new Directors joined the Board, the below table provides an

overview of the core induction framework.

Additional meetings may be arranged to further tailor the induction

process dependent on the Director’s role and experience. For instance,

if the Director is to hold senior management responsibilities, under the

FCA’s Senior Manager and Certification Regime (SMCR), the induction

will include a meeting with the Head of SMCR. For senior Board roles,

meetings with shareholders, advisors and other stakeholders will be

arranged. Due to the nature of the business, specific site visits are not

necessary and all meetings are undertaken at the Group’s headquarters

in London.

Meeting Key topics for discussion Supporting documentation

Head of Equities and

Head of Fixed Income

An overview of each of the Group’s investment strategies and potential

development thereof.

• Introduction to

investment management

• Recent performance reports

General Counsel (GC)

and Company Secretary

Overview of the GC’s role and team including the Irish and Luxembourg

offices, the Group structure, governance framework, Board processes,

AGM and major shareholders.

• Introduction to the GC’s office

• Group entity and governance

structure charts

• Board policies and processes

Head of Compliance

Overview of the Compliance function, key priorities for the team,

recent engagement with regulators and outcomes of recent compliance

monitoring activities.

• Introduction to Compliance

• Compliance monitoring plan

Head of Risk

Overview of the Risk function, the enterprise risk management policy,

risk appetite statement, internal control environment, investment risk

and liquidity risk management. Key recent projects and risk incidents.

• Introduction to Risk

• Risk appetite statement

• ERM policy

• Latest ICARA

Chief Strategy and

Transformation Officer

Group’s strategy and progress towards the strategic objectives,

sustainability approach and initiatives including progress against targets,

recent business developments and change programmes.

• Group strategy and

strategic tracker

• Current change programme

Connections Chair

Views of employees and an overview of recent matters considered by

the Group’s employee forum.

• Overview of Connections

External auditors

Summary of the audit approach and observations, and results as

reported to the ARC.

• External audit plan and most

recent external audit report

CHAIR TRANSITION

During the year we undertook a transition in the Chair role

following Nichola Pease’s decision to step down from the Board.

David Cruickshank, who had served on the Board since June 2021,

was appointed Chair on 26 April 2023 and further information on the

selection process can be found in our Nomination Committee report

on page 96.

As an existing Director and Chair of the Audit and Risk Committee,

David had excellent knowledge of the Group’s business, its culture

and people, and its governance. A formal handover from Nichola to

David, in line with Jupiter’s SMCR framework, was undertaken and

documented which focused on areas David had less visibility of in his

NED role, such as individual Director performance, Executive Director

personal objectives and remuneration, and Board operations.

Whilst not a member of the Remuneration Committee, since his

appointment as Chair, David attends Remuneration Committee

meetings which has assisted in enhancing his knowledge of these

matters and enabling his contribution to the discussions as Chair

of the Board. Upon his appointment as Chair of the Board, David

held several sessions with the Company Secretary to discuss Board

governance matters, met with employees across the business and

sought meetings with key shareholders. David regularly meets on

an individual basis with the Executive Directors, Company Secretary,

General Counsel and other members of senior management.

TRAINING

Directors receive training and education through external courses and

seminars and also through the Board briefings sessions held before

each meeting. The briefing sessions include a mix of internal and

external experts and, during 2023, the following sessions have

been held:

• Presentations from our investment managers on their investment

strategies and market developments.

• Presentation on legal and regulatory developments impacting the

industry across the Group’s core jurisdictions.

• Cyber risk update, key trends and steps taken to protect against

cyber threats.

• Corporate brokers on the industry, key trends, shareholder views

and defence.

All Directors have access to the services of the Company Secretary,

who advises the Board on governance matters, and Directors are able

to obtain independent advice, at the Company’s expense, where this

is necessary to discharge their duties effectively.

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BOARD EFFECTIVENESS CONTINUED

BOARD PERFORMANCE REVIEW

In line with the provisions of the Code the Board undertakes a performance review every year and every third year this is facilitated by an external

evaluator. This year’s Board performance review was externally facilitated by Clare Chalmers Ltd, who also undertook the last external review in

2020 but has no further connection with the Group. The induction was undertaken in accordance with the CGI’s principles of good practice and

the diagram below provides details of the process followed for the 2023 evaluation.

Selection

Documentation

review

Board and

Committee

observations

Individual

interviews

Reporting

• The Company Secretary ran an external tender process for the Board performance review, which was

overseen by the Chair

• The Chair and Company Secretary reviewed the proposals and agreed a short-list of potential firms

• The proposals from the short-listed firms were reviewed by the Nomination Committee which made

the final decision on which firm was appointed to undertake the review

The Board performance review team reviewed:

• Recent Board and Committee packs

• Matters reserved for the Board and Committee terms of reference

• Annual Report and Accounts

• Board skills matrix and training plan

• Board forward agenda

• The last Board evaluation and action plan

• Clare Chalmers attended and observed one meeting for the Board and each key Committee

• Individual interviews were conducted with each Director, the General Counsel, Company Secretary, Head of

Internal Audit and HR Director

• The SID also met with individual Directors to discuss feedback on the Chair

• A draft report was submitted to the Chair and Company Secretary for review and a meeting held between

the parties to discuss the outcome of the performance review and consider actions arising therefrom

• The full report was submitted to the Board and Clare Chalmers attended the December Board meeting

to discuss the outcome of the review and action plan items with the Board

• The Chair met with individual Directors to discuss any relevant feedback and in turn the SID provided

feedback to the Chair

• A formal action plan was agreed by the Board

2023 evaluation conclusions

The Board evaluation demonstrated that the Board was performing

effectively and progress on a number of matters since the external

evaluation in 2020 was highlighted. A summary of the Board

performance review can be found below:

Board composition and culture: The performance review

demonstrated that the Board had a diverse range of skills and

experience which were appropriate for the needs of the business.

The review highlighted that the Board would benefit from additional

members, particularly when considering the composition of the

Board’s Committees, and to improve overall Board diversity.

However, it was noted that there was an ongoing search process for at

least one additional Non-Executive Director and the process itself was

commended for the open and transparent approach taken. The review

commended the Board dynamics and relationship with management,

which was considered supportive whilst providing suitable challenge.

The review highlighted that the new Chair had made a strong start to

the role and particularly commended the effective relationships built

with Directors and across the wider business. The pace of change across

the asset management industry was noted with the need to ensure the

Board maintained sufficient dynamism.

Board oversight: The Board was considered to have the appropriate

level of oversight in relation to strategy and performance of the

business but it was noted that the Board would benefit from further

sessions on strategic blue-sky thinking. The CEO’s open style and

effective engagement were specifically praised. The review noted

the strong oversight of culture and quality of reporting in this regard.

The Board’s oversight of risk was noted as an area of improvement

since the last external evaluation, with changes made to the Risk,

Compliance and Internal Audit operating models over recent years

delivering positive outcomes.

2022 priorities 2023 status

Build in additional CEO

sessions with the Board

prior to Board meetings.

• A number of private sessions have been held with only Board members in advance of Board meetings

before the formal Board meeting starts.

• The CEO meets regularly with Board members outside the formal Board programme.

• Following a number of management changes attendance at Board meetings has been reduced, with only the

Board, Company Secretary and General Counsel attending the whole meeting.

Enhanced oversight of strategic

execution while the revised

management and governance

structures were embedded.

• The Board received regular updates on the Group’s strategy and progress against the strategic objectives

was monitored closely by the Board. There has been a significant increase in the pace of execution, with a

number of strategic projects completed and good progress made in other areas.

Arrange sessions for Board

members to share external

experience and lessons learnt.

• Due to the level of Board activity and additional meetings held during the year to address essential business

matters, additional sessions have not been arranged however individual Directors have continued to share

such experiences during Board meetings and briefings.

Improve engagement with

employees, both formal

and informal, and improve

understanding of both

employee views, but also

employees’ understanding

of the role of the Board.

• The Board has increased engagement with employees with a focus on more informal engagement with

different departments on a rotational basis after Board meetings and over lunches.

• The senior management team were paired with Non-Executive Directors to develop sessions for the Board

strategy off-site, providing a valuable opportunity to work cohesively on joint projects.

• The Chair and Non-Executive Directors meet individually with members of senior management, the

investment team and the Client Group.

• The Non-Executive Director pairing scheme continued throughout the year and new pairings have been

agreed for 2024.

• The Non-Executive Directors met privately with the Chair of Connections, the employee forum.

Stakeholders: There were positive conclusions on the level of

engagement with employees, both through the formal Connections

forum and the more informal Board and employee engagements,

commenced during 2023. Overall the review indicated there had

been good progress with the strategic initiative to deepen relationships

with stakeholders, particularly with clients. Whilst the Board had a good

understanding of shareholder views, it was felt that further distribution

of analyst notes and written summaries would be beneficial.

Board efficiency: The review found the Board was operating efficiently

and specifically highlighted the thoughtful and well balanced forward

agenda. The high quality of papers and review process was specifically

noted, with the potential to further enhance papers with greater

standardisation. The Board briefings were commended with Directors

finding them very informative and a good opportunity to broaden

engagement across the wider business and with key external

stakeholders. It was agreed that further Non-Executive Director only

sessions should be built into the Board calendar. The quality of support

provided by the Company Secretary and General Counsel was noted.

The following items were identified for further action/focus

during 2024:

• Build in more time to the Board programme for wider blue-sky

thinking sessions

• Keep focus on the pace of execution of strategic initiatives

• Ensure distribution of analyst notes and written shareholder

summaries to Non-Executive Directors

• Consider further standardisation across Board papers

• Include more Non-Executive Director only sessions in the

Board calendar

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NOMINATION

COMMITTEE REPORT

“Jupiter is committed to building a

diverse workforce across all levels

of the organisation and, more widely,

to driving change within the industry.”

David Cruickshank

Chair

COMMITTEE MEMBERS AND

REGULAR ATTENDEES

During the year, the Committee held five meetings, three of

which were scheduled.

Meetings Meetings attended

Nichola Pease

1/1

David Cruickshank 5/5

Karl Sternberg 4/5

Dale Murray 5/5

Roger Yates 4/5

Suzy Neubert 5/5

1. Nichola Pease stepped down from the Board and Committee on

26 April 2023.

In addition a sub-committee meeting was held, led by the

Senior Independent Director, to consider Chair succession

and all non-conflicted Directors attended this meeting.

Throughout the year Karl Sternberg and Roger Yates were not

able to attend one meeting each. Both Directors read the

papers prior to the meeting and engaged with the Chair before

and after the meeting to ensure their views were included in

discussions and they were briefed on the outcomes.

All of the independent Non-Executive Directors are members

of the Nomination Committee and the Chair of the Board also

chairs the Nomination Committee, except where the Chair’s

succession is being considered, when the Committee is chaired

by the Senior Independent Director. The CEO and HR Director

are invited to attend Committee meetings where appropriate

and to facilitate informed debate.

NOMINATION COMMITTEE REPORT

COMMITTEE’S KEY RESPONSIBILITIES

• Keep the composition of the Board and its Committees under

review to ensure a correct balance of skills, knowledge, experience

and diversity is in place.

• Lead the search and selection process for new Board appointments,

including identifying the skills and experience required.

• Oversee succession planning for Directors and senior executives.

• Review the Company’s policies and practices for talent

management, development and diversity.

• Consider each Director’s performance and continuing contribution,

including the review of their external time commitments and, when

appropriate, recommending their re-election to shareholders.

• Consider and, if appropriate, approve potential additional external

appointments and conflicts of interest.

A full copy of the Committee’s terms of reference, which are

reviewed by the Committee and approved by the Board on an annual

basis, can be found at www.jupiteram.com

DEAR STAKEHOLDER

I am pleased to present my first report as Chair of the Nomination

Committee, since my appointment as Chair in April this year.

Overleaf is a letter from Roger Yates, our Senior Independent

Director, outlining the process followed for the Chair succession.

The remainder of this report provides an update on the activities

of the Nomination Committee during 2023.

Board changes

The Committee has overseen a number of changes to the Board

during 2023. Nichola Pease decided to step down from the Board

on 26 April 2023 and this led to a number of changes to Board roles

effective the same date, including my appointment as Chair. Due to

my appointment as Chair, I stepped down as a member and Chair of

the Audit and Risk Committee and Karl Sternberg was appointed

interim Chair of this Committee. Roger Yates, our Senior Independent

Director, was also appointed to the Audit and Risk Committee. Chris

Parkin a Non-Executive Director and a representative of TA Associates,

a major shareholder in the Company, stepped down at the 2023 AGM

held on 10 May 2023.

The Committee commenced a search process for at least one

Non-Executive Director following the decision of Nichola Pease

to step down. The Committee approved a role specification and

engaged Spencer Stuart to assist with the recruitment process.

Other than providing recruitment services, Spencer Stuart have

no other connection to the Group and have signed up to the

voluntary executive search code of conduct.

Spencer Stuart prepared a long-list of candidates based on the

role specification, which included the need for candidates to have

financial and accounting experience, ideally gained within investment

management or the wider financial services sector and previous board

level experience within a listed company. Diversity has also been a key

consideration within the recruitment process.

A short-list of candidates was identified and meetings arranged with

members of the Nomination Committee and the Executive Directors.

The Nomination Committee has met regularly to discuss feedback

on candidates, including consideration of the views of the Executive

Directors, who provided feedback to the Chair. We expect to be

able to announce the conclusion of this process in the near future.

To ensure appropriate succession and refreshment of the Board,

we will be commencing a further recruitment process during 2024.

Diversity and inclusion

Jupiter is committed to building a diverse workforce across all levels

of the organisation and, more widely, to driving change within the

industry. We consider diversity in its widest sense which includes gender,

ethnicity, disability, sexuality, neurodiversity and socio-economic

background. By developing a truly diverse workforce we can better

understand and represent our clients and the communities in which

we operate. We believe increased diversity leads to better decision

making, improved innovation and reduced risk. Details of the initiatives

we are taking to improve diversity across Jupiter and the industry can

be found starting on page 56.

We are disappointed with the progress we have made against our

targets, including our targets set under the Women in Finance

Charter (as detailed on page 57) and the gender diversity at Board

level. The progress against our Board diversity targets was impacted

by the decision of Nichola Pease to step down from the Board, who

was not only a female Director but also in a Board leadership role.

This has meant that we have missed two out of three Board diversity

targets as at 31 December 2023.

Under the targets within the Listing Rules, 40% of the Board should

be comprised of female Directors and as at 31 December 2023, 29%

of Jupiter’s Directors were female. Currently there are no female

Directors in a Board leadership role (defined as the Chair, CEO,

CFO or Senior Independent Director), which has been impacted

by the change in Chair.

We are confident that the additional recruitment processes will drive

improvements in the overall gender diversity of the Board. In addition,

once the recruitment processes are completed, the Nomination

Committee will consider all Board and Committee roles. This

will enable the Committee to consider the full range of skills and

experience of the Directors and ensure the optimal composition of

the committees and appropriately allocate roles and responsibilities

amongst the Board members.

Jupiter has one Director from a minority ethnic background and has

therefore met this target. Our Board diversity policy can be found on

page 96 and further information on the Board composition, diversity,

independence, tenure and skills and experience can be found on page

73. Our wider diversity reporting, in line with the requirements of the

Listing Rules, can be found on page 63.

2024 focus

The Committee will review all Board and Committee roles and make

recommendations for any changes to the Board. We will continue to

focus on wider Director succession planning to ensure that the Board

has the appropriate skills, experience, diversity and independence to

ensure the sustainable success of the Company. There have been

changes to our management and governance structure which were

reviewed and agreed by the Board and further information on the

changes can be found in my opening Chair’s statement on page 7

and our Governance report on page 74. Following these changes

the Committee will focus on succession planning across the

refreshed management team.

David Cruickshank

Chair of the Nomination Committee

95Jupiter Fund Management plc Annual Report and Accounts 2023

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CHAIR SUCCESSION

Letter from the Senior

Independent Director

Dear Stakeholder

During 2023 we executed on our succession plans for the Chair role,

following Nichola Pease’s decision to step down for personal reasons.

This process was managed by the Nomination Committee, led by me

as Senior Independent Director.

As with all key Board roles we keep succession plans under review

and whilst Nichola’s departure was accelerated we had recently

undertaken a review of the current market for suitable candidates.

This review used an external search firm Russell Reynolds, who have

no connection with the Group outside recruitment services and are

signatories to the voluntary code of conduct for executive search

firms. In addition to potential external candidates the Committee

considered internal succession candidates, balancing a number of

factors including the need for continuity especially given the recent

change in the CEO, appropriate Board diversity, Chair experience and

cultural fit with the Board and the wider organisation.

The Nomination Committee recommended to the Board the

appointment of David Cruickshank, an existing Non-Executive

Director and Chair of the Audit and Risk Committee, as Board Chair.

The Committee noted the depth of David’s knowledge of Jupiter’s

business and the strength of his relationships with key stakeholders,

developed during his tenure on the Board. This provided important

continuity to Jupiter during a period of change and, coupled with

David’s extensive Chair experience, meant the Nomination

Committee recommended David as the preferred candidate which

was duly agreed by the Board.

Roger Yates

Senior Independent Director

BOARD DIVERSITY POLICY

Policy statement

A culture which is inclusive and supports diversity is essential to the

long-term success of our business and better enables us to respond

to our stakeholder needs. We understand that a diverse Board

brings a broad range of perspectives, insights and challenge

which supports sound decision making. The Board sets the tone

for inclusion and diversity across the business and we believe in

having a diverse leadership team and an open and inclusive culture.

We believe a truly diverse Board will include and make good use

of differences in the skills, experience, background, race, gender,

disability, sexuality and other distinctions between Directors.

These differences will be considered in determining the optimum

composition of the Board and when possible should be balanced

appropriately. All Board appointments are made on merit, in the

context of the skills, experience, independence and knowledge

which the Board as a whole requires to be effective.

Implementation

In reviewing Board composition, the Nomination Committee will

consider the benefits of all aspects of diversity in order to enable

the Board to discharge its duties and responsibilities effectively.

In identifying suitable candidates for appointment to the Board,

the Committee will consider candidates on merit against objective

criteria and with due regard for the benefits of diversity on the Board.

As part of the annual performance evaluation of the effectiveness of

the Board, Board Committees and individual Directors, the Board will

consider the balance of skills, experience and independence and the

diversity representation of the Board, including gender, how the Board

works together as a unit, and other factors relevant to its effectiveness.

NOMINATION COMMITTEE REPORT CONTINUED

KEY ACTIVITIES DURING THE YEAR

• Worked with the wider Board to execute on the Group’s succession

plans for the Chair role.

• Commenced and managed a search process for an additional

Non-Executive Director and Chair of the Audit and Risk Committee.

• Reviewed succession plans for senior managers and investment

teams across the business, including a comprehensive talent

mapping exercise.

• Reviewed the Board skills, experience and knowledge, and assessed

the composition of the Board and its Committees.

• Assessed the contribution, independence and performance of

Directors and recommended to shareholders their election or

re-election to the Board.

Board and Committee composition

The Committee reviewed the composition of the Board and its

Committees during the year, focusing on the skills, experience and

diversity of the Directors and taking into account all relevant

governance requirements, best practice and the views of shareholders.

The Committee agreed that the Board’s current composition was

appropriate, in light of the ongoing recruitment process at that time,

and agreed that the Committee would review the skills and

experience of the Board again following the on-boarding of

additional directors.

Succession planning

In 2022 management undertook a comprehensive talent mapping

exercise across the organisation, which was refreshed during 2023 and

used to help develop the firm’s succession planning across the Board,

senior management and investment management teams. The Committee

reviewed and challenged the talent mapping, development plans and

succession planning. Following this review there have been a number

of changes to the senior management of the firm and this will be a

focus for the Nomination Committee at its next meeting in May.

2022 priorities 2023 status

In light of the recent executive changes

and introduction of the senior management

team, focus and further develop executive

succession planning and develop a

framework for both internal and

external potential resources.

An extensive talent mapping and succession planning exercise was undertaken in 2023 and was

commended in this year’s evaluation. Due to further management and governance changes in

Q4 2023 this will continue to be an area of focus in 2024.

Work with the Remuneration

Committee to help ensure the

retention of key employees.

The Committee has worked with the Remuneration Committee and wider Board to develop

initiatives to retain key employees across management and the investment teams.

Build time into the meeting schedule for

the Committee to reflect on its activities,

key priorities and for members to share

best practice and experiences.

The Committee members have shared experiences and best practice throughout the various

meetings held during the year, particularly around talent development and management.

The Committee has reviewed its activities and reduced the amount of time spent on more

administrative items and increased time allocation to more strategic matters.

Directors’ external commitments

A schedule of Directors’ external appointments, which includes details

of the time commitments to those roles, is reviewed by the Committee

to ensure all Directors can commit enough time to their duties.

This includes consideration of the need for Directors to have

sufficient capacity to be able to address non-standard business

situations arising in different roles at the same time, which could

increase the time requirements of the Director. Any new

appointments are required to be approved by the Committee.

The Committee is satisfied that all Directors have sufficient time

to dedicate to their duties and have clearly demonstrated this

throughout the year.

Director re-election

In line with governance requirements and the Company’s Articles of

Association, all Directors stand for annual re-election at the

Company’s AGM. Each Director’s performance, including the results of

the annual Board evaluation, and independence is considered by the

Committee, which recommends to the Board their re-election. In

addition, a more detailed review of each Director’s performance,

contribution and independence is undertaken when they are

considered for re-appointment after serving three and six-year terms.

This year the Committee also considered the results of the AGM

where the vote for the re-election of Dale Murray was just under 80%.

The results were driven by our major shareholder, who has stringent

policies on the number of external mandates a Director holds, which

are beyond those of the leading proxy advisor guidelines.

The Nomination Committee is confident that Dale has sufficient time

to dedicate to the role. She has attended all Board and Committee

meetings, with the exception of one Board meeting which was

arranged on short notice. Dale had a prior commitment but reviewed

the papers and engaged with the Chair pre and post the meeting.

Dale is very responsive to Jupiter’s business and dedicates a material

amount of time outside her core duties to support management. Dale

Murray is stepping down from one private company role during 2024.

The Committee recommended the re-election of all Directors at the

2024 AGM.

Conflicts of interest

The Company’s Articles of Association permit the Board to consider

and authorise situations where a Director has an actual or potential

conflict of interest in relation to the Group. The Board has a formal

system to record potential conflicts and, if appropriate, to authorise

them. Conflicts of interest are included as a standing agenda item at

each Board and Committee meeting. When authorising conflicts or

potential conflicts of interest, the Director concerned may not take

part in the decision making.

Board and Committee evaluation

Details of the Board and Committee evaluation process can be found

on page 92. The table below provides an update on the priorities

identified in the Committee’s 2022 evaluation and also a summary

of the conclusions from the 2023 evaluation.

2023 Committee evaluation conclusions

The externally facilitated evaluation found the Committee to be

operating effectively with the improved succession planning and

talent mapping processes commended together with the recruitment

process which had been run in a very collegiate and cohesive manner.

The key priorities for the Committee in 2024 will be:

• Develop succession plans and consider further recruitment to

ensure the appropriate refreshment of the Board.

• Work with management to develop effective succession plans,

in line with the revised management and governance structures.

• Review the skills and experience of the Board, following additional

appointments, and consider the composition of each Committee

and roles and responsibilities of Directors.

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“A culture of risk and control

awareness is vital to ensuring

the protection of our clients.”

Karl Sternberg

Interim Chair

COMMITTEE’S KEY RESPONSIBILITIES

• Monitoring the integrity of the parent company and

consolidated financial statements, and overseeing the Group’s

financial reporting processes, including reviewing significant

financial reporting matters, judgements, statements and

announcements concerning its financial performance.

• Assessing the material risks which could impact the Group’s

business model, future performance, liquidity and solvency.

• Reviewing and monitoring the effectiveness and adequacy of

the risk management processes.

• Reviewing the Group’s internal controls and risk management

systems including the adequacy and effectiveness of the framework

used to monitor the Group’s significant outsourced relationships.

• Reviewing the Group’s whistleblowing arrangements and ensuring the

proportionate and independent investigation of any matters reported.

• Overseeing the appointment, performance, remuneration and

independence of the external auditors, including the provision of

non-audit services to the Group.

• Reviewing and approving the appointment of the Group’s Head of

Internal Audit and oversight of the Group’s Internal Audit function.

• Providing oversight of regulatory and compliance matters across

the Group.

Pages 100 to 103 of this report provide further information on the

Committee’s activities during the year and outcomes.

AUDIT AND RISK

COMMITTEE REPORT

AUDIT AND RISK COMMITTEE REPORT

COMMITTEE MEMBERS AND

REGULAR ATTENDEES

During the year, the Committee held five meetings, all of which

were scheduled and aligned with the audit and financial

reporting schedule.

Meetings Meetings attended

Karl Sternberg (Interim Chair) 5/5

David Cruickshank

(former Committee Chair) 1/1

Dale Murray 5/5

Roger Yates

4/4

1. David Cruickshank stepped down as a member and Chair of the

Committee on his appointment as Chair of the Board on 26 April 2023.

2. Roger Yates joined as a member of the Committee on 26 April 2023.

Independence

The Committee is comprised of three Non-Executive Directors,

all of whom are independent. The composition of the

Committee was fully compliant with the UK Corporate

Governance Code throughout 2023.

Knowledge, skills and experience

The Committee as a whole is considered to have the

competence relevant to the asset management sector. The

interim Chair, Karl Sternberg, brings over 30 years’ experience in

the investment industry in both executive and non-executive

roles. Roger Yates, who joined the Committee during the year,

also has over 30 years’ experience in the industry. Roger Yates

is Chair of the Remuneration Committee, which helps to ensure

the identification of issues relevant to both Committees. Dale

Murray is a qualified accountant, and is considered to have

recent and relevant financial experience.

A full copy of the Committee’s terms of reference, which are

reviewed by the Committee and approved by the Board on

an annual basis, can be found at www.jupiteram.com.

DEAR STAKEHOLDER

I am pleased to present the Audit and Risk Committee report

following my appointment as interim Chair of the Committee in

April 2023.

This report is designed to provide stakeholders with information

on the activities of the Committee throughout 2023 and how the

Committee has discharged its responsibilities during the year. Before

doing so I would like to cover some changes that occurred to the

Committee membership during the year.

During April 2023, following the decision of Nichola Pease to step

down from the Board, David Cruickshank, the former Chair of the

Committee, was appointed as Chair of the Board. At the same time,

David stood down as Chair of the Committee, and I was appointed as

Chair, on an interim basis. It was also agreed that Roger Yates would

join as an additional member of the Committee. These changes have

helped to ensure continuity of membership whilst a recruitment

process for at least one Non-Executive Director with financial and

accounting experience was commenced. It is expected to announce

the conclusion of the process in the near future, including any changes

to the membership of the Committee. Further details on the

membership of the Committee can be found on page 98 and on

the assessment of the performance of the Committee on page 111.

Internal controls

Oversight of the Group’s internal controls environment is an essential

part of the Committee’s remit. In addition to the regular reporting cycle,

the Committee oversaw a number of enhancements to the Group’s risk

framework and control environment. Work which commenced in 2022

has introduced improvements, including increased use of automation

to provide greater and more efficient risk mitigation, enhanced

documentation, and additional focus and tone from the top. We are

very aware that the Committee is important in setting the tone from

the top and ensuring a culture of risk and control awareness. The

Committee received and reviewed regular updates on progress with

these matters, and challenged action plans to ensure the improvements

were delivered and implemented on a timely basis. The Committee also

considered the findings of assurance reviews by the second and third

lines of defence on the plans, and probed how changes are being

embedded throughout the business.

During 2022 we reported that we had separated the Risk and

Compliance functions, ensuring, through the appointment of a new

Head of Compliance and a new Head of Risk, that each function was

headed up by an individual with significant, relevant subject matter

expertise, able to devote all their time to each area. Since these

changes were implemented, Committee meetings have been attended

throughout the year by both departmental Heads. We

are pleased that tangible benefits have been seen following the

implementation of these important senior management changes.

More detail on key areas of progress with regard to risk management

and internal controls can be found from pages 109-110 of this report.

Culture and conduct

However good controls may be, the Committee understands that

having the right culture, which includes a culture of risk and control

awareness, is vital to ensuring the protection of our clients. Jupiter

has established the Culture and Conduct Committee (CCC), with the

overarching purpose of ensuring that the Group maintains a robust

framework for conduct risk and governance. The CCC also has

responsibility to consider client outcomes, in light of the FCA’s

new Consumer Duty. Supported by external advisors, during the

year the CCC has overseen the development of our conduct risk

and Consumer Duty metrics and determined appropriate tolerance

thresholds. The CCC provides a quarterly report to the Committee

and regulated entity boards so that they can oversee how the CCC is

carrying out its responsibilities and escalate any issues, as appropriate,

to the relevant boards.

Oversight of EY’s first audit

Ernst & Young LLP (EY) were appointed by the Board as external

auditors for the year ended 31 December 2023. Their appointment

was subsequently approved by the shareholders at the 2023 AGM.

This was EY’s first year as external auditors. Ensuring a smooth

transition from the previous external auditors, PwC, and the delivery

of a high-quality audit, were key parts of the Committee’s oversight

during 2023. The Committee held regular meetings with the external

auditors, without management present, to gain EY’s feedback on

interaction with management and matters arising from the audit.

The Committee also reviewed the results of EY’s audit quality

inspection as outlined in the Financial Reporting Council’s Audit

Quality Review in 2023 and received feedback from management to

support its assessment of the qualifications, expertise and resources

of the auditor.

Financial reporting

One of the key responsibilities of the Committee is to ensure

the integrity of the Group’s financial reporting and controls. The

Committee conducted a detailed review of the Group’s Annual Report

and Accounts for the year ended 31 December 2023. As always, the

Committee has paid close attention to the significant accounting

estimates and judgements, including in particular challenging

management’s testing of impairment to the Group’s goodwill asset.

Further information on this, and other important areas of estimation and

judgement, and details of outcomes can be found on pages 104 and 105.

Finally, I express my thanks to the teams across the Group who

have supported the Committee’s work throughout the year.

Your dedication and integrity are critical to the Committee’s work.

I hope to be able to meet with shareholders and discuss the

Committee’s activities, in person, at the AGM on 9 May 2024.

Karl Sternberg

Interim Chair of the Audit and Risk Committee

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ISSUES CONSIDERED BY THE COMMITTEE DURING THE REPORTING PERIOD:

Issues considered How these were addressed by the Committee

Financial reporting

Annual and interim reporting

For further information see

page 104

The Committee reviewed and approved the annual and interim reports and recommended them to the Board,

which included ensuring there were effective financial controls operating across the Group to safeguard the

integrity of the Group’s financial reporting. The Committee reviewed and suggested changes to the annual and

interim reports to ensure they provided a true and fair view of the Company’s position and that they were fair,

balanced and understandable.

Statement of viability

and going concern

For further information see

page 106

The Committee considered, challenged and approved the Group’s statement of viability and the preparation

of the annual and interim accounts on a going concern basis. The Committee’s assessment was supported by

a number of factors including the current financial position, budget and cash flow forecasts, liquidity, contingent

liabilities and the impact of unfavourable market scenarios and the Group’s ICARA and wind-down plan.

The assessment also considered the impact of the Company’s revised capital allocation policy.

The Committee concluded that it was appropriate to prepare the financial statements on a going concern basis

of accounting and that the Company continued to maintain a healthy surplus of both capital and liquidity and

would remain commercially viable throughout the forecast period up to three years.

Significant accounting

judgements and estimates

For further information see

page 104 and 105

The Committee reviewed, challenged and approved all significant accounting judgements and estimates

for both the annual and interim reports. The Committee focused in particular on the assessment of the

impairment of goodwill, considering management’s methodology and sensitivity of inputs with due regard to

developments and uncertainty in the geopolitical and macroeconomic environments, including the short-term

impact of changes in investment teams.

Before agreeing the accounting estimates and judgements the Committee engaged with the external auditors

to understand the results of their audit work.

Alternative Performance

Measures

For further information see

page 106

The Committee challenged and approved the use of APMs in the Annual Report and Accounts and ensured that

these were appropriate to provide users of the accounts with a clearer understanding of the Group’s business.

The Committee reviewed the disclosures to ensure that they were clear to the readers of the accounts.

Internal Capital Adequacy

and Risk Assessment

(ICARA) process

The Committee considered the risk scenarios, stress tests and wind-down scenarios and the ICARA. The

Committee reviewed and approved the Group’s ICARA and wind-down plan and recommended its approval to

the Board. The Committee has requested that the scenarios be continuously considered and reviewed in light

of changes that may impact the assessment.

Risk

Risk appetite statement and

Enterprise Risk Management

Framework (ERMF)

For further information see

the Risk management report

on page 65

Management continued work to enhance the ERMF including:

• Enhancement to Risk and Controls Self-Assessment processes

• Improved automation of risk processes

• Enhancements to liquidity risk management processes

The Committee monitored progress through to completion and requested that Internal Audit conduct an

overall ERMF audit in 2024.

The Committee reviewed the proposed enhancements to the risk appetite statement including challenging

proposed amendments to the risk taxonomy and ensured assurance was provided on the rationale for and

operational impact of changes.

Material and emerging risks

The Committee discussed the material and emerging risks and considered likelihood of occurrence and

potential impacts on the Group. In addition, it reviewed and approved the risk management disclosures in

the annual and half-year reports and suggested changes to provide further clarity to readers of the accounts.

Risk reporting

For further information see

page 109

The Committee received a report at each meeting from the Head of Risk, including an assessment of the

Group risk profile, a detailed overview of any breaches or errors and proposed remediation, and key priorities

for the activities of the teams. The Committee also considered the impact of changes to the risk team and its

resources to ensure that it continued to be sufficient to undertake business as usual activities and to

implement the identified enhancements to the ERMF.

100

Issues considered How these were addressed by the Committee

Risk continued

Liquidity risk management

The Committee monitored the Group’s implementation of liquidity risk management procedures and liquidity

stress testing in line with liquidity risk management requirements and best practice. The Committee noted the

contents of the FCA’s Dear CEO Letter on Liquidity Risk Management, and considered an assessment of gaps in

terms of best practice conducted by the risk team and a review undertaken by Internal Audit and has monitored

progress against the key findings, which included enhancement to management information presented to the

boards of regulated subsidiaries.

Operational resilience

The Committee received as part of enterprise risk reporting updates on the work of the Operational Resilience

Forum, including outcomes of the annual review of Important Business Services and Value Chain Mapping,

actions closed and lessons learned from incidents, and enhancements to operational resilience management

information.

Culture and conduct

The Committee provided oversight of enhancement of the framework for the management of conduct risk and

oversight of culture, including a new conduct risk policy, impact categories and statements, the formation of the

new Culture and Conduct Committee and the roll out of conduct risk training to all staff. The Committee

provided feedback to ensure that the framework provided clear lines of reporting, clarity of responsibility and

ownership, and development of appropriate and measurable metrics related to the Consumer Duty outcomes.

Legal and litigation risks

The Committee received updates from the General Counsel on potential legal and litigation risks across

the Group.

Internal controls

For further information see

pages 109 and 110

The Committee reviewed the effectiveness of the internal control environment including consideration of

risk incidents, the output from the risk and control self-assessment, compliance and internal audit findings.

Assurance report on

internal controls (AAF)

The Committee oversaw the preparation of the Group’s annual assurance report on internal controls

which was audited by EY and approved the final report before it was sent to appropriate stakeholders.

Compliance

Compliance reporting

For further information see

page 110

The Committee received a report at each meeting from the Head of Compliance which provided an update on

compliance matters. This included key priorities for the activities of the team, compliance monitoring findings

and an update on any regulatory matters, engagement or change.

The Committee focused on the implementation of a new Personal Account dealing framework, the communication

of expectations and training of staff on its requirements, and ongoing monitoring and surveillance.

Compliance monitoring plan

The Committee reviewed and approved the Group’s compliance monitoring plan, under which the compliance

team reviews and tests key areas of the firm’s business as part of the second line of defence oversight.

Financial crime prevention

The Committee received an update from the Head of Financial Crime on the policies and procedures in place to

manage money laundering and financial crime risks across the Group and concluded that the framework and

management of the risks were effective. The Committee agreed changes to reporting with more regular updates

at each quarterly meeting to help it more effectively monitor financial crime risks and ensure adherence to the

Group financial crime risk appetite.

Whistleblowing

arrangements

The Committee reviewed the Group’s whistleblowing policy and arrangements and found these to be effective

and in line with best practice. The whistleblowing champion ensures, should any reports be received, these are

independently investigated. The Committee agreed that the Chair of the Board, David Cruickshank, as the

former Chair of the Committee, should continue as the whistleblowing champion with consideration to be

given to his replacement by the new Chair of the Audit and Risk Committee, once appointed.

Fraud deterrence policies

and procedures

The Committee assessed the effectiveness of the policies and procedures in place to prevent fraud across

the organisation, including measures designed to protect our clients. These were found to be effective.

The Committee considered the impact on arrangements of the Economic Crime and Corporate Transparency

Act 2023, and reviewed management’s assessment and actions to ensure compliance with requirements.

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Issues considered How these were addressed by the Committee

External audit

Auditor transition

For further information see

page 107

The Committee received updates from management, the previous external auditors (PwC) and the new

external auditors (EY) on the transition from PwC to EY in 2023 and ensured that there was a smooth transition.

External audit reporting

The Committee received regular reporting from the external auditors on the external audit plan, progress

thereon and any matters identified in the course of the audit.

External auditors’

effectiveness

For further information see

page 107

The Committee provided oversight of the relationship with the external auditors and assessed the

effectiveness of the external audit process ensuring that such process is conducted in accordance with all

applicable legal and regulatory requirements, including the UK Corporate Governance Code and the FRC’s

Audit Committees and the External Audit: Minimum Standards (the Minimum Standard).

Independence of

external auditors

For further information see

page 108

At each meeting the Committee considered the independence of the external auditors (EY and PwC) including

consideration of non-audit related engagements and expenditure and ensured it remained satisfied that the

external auditors continued to be independent.

External audit fee

For further information see

page 108

The Committee reviewed and challenged the proposed fees for the external audit of the Company and its

subsidiaries. This year’s fee is £1.17m and total fees paid to the external auditors for non-audit and audit work

are £1.7m.

Internal audit

Internal audit reporting

At each meeting the Committee received a report from Internal Audit which provided an update on the

internal audit plan, an overview of all internal audit reports issued during the period and an update on

identified and outstanding management actions. The Committee reviewed the reports and challenged

management on any actions which had been identified as overdue.

Internal audit plan

The Committee reviewed and approved the internal audit plan, which was considered in conjunction with the

compliance monitoring plan to ensure effective assurance reporting over all of the Group’s operations, with

appropriate focus on higher risk areas.

Internal audit effectiveness

For further information see

page 108

A formal review of the effectiveness of the Internal Audit function was undertaken during the year.

The Committee noted and agreed with the conclusion that, overall, the Internal Audit function was compliant

with the CIIA International Performance Standards. The Committee considered the timing for an external

assessment of the Internal Audit function and agreed this should take place in 2025.

The Committee noted the continued improved audit quality and effective working relationships built by the

team since the move to a co-sourced model and agreed to reduce dependency on the co-sourced provider

through the appointment of additional internal resource.

Internal Audit Charter

The Committee reviewed and agreed that no changes were required. The Group’s Internal Audit Charter can

be found on our website at www.jupiteram.com.

Other

Rebate review

The Committee provided oversight of a comprehensive review of rebate arrangements which included

enhancements to existing processes, a record keeping review and a strategic operating model review. The

Committee reviewed proposed actions, timelines and progress, and considered the recommendations of a strategic

operating review which was supported by an external advisor. The Committee also reviewed the provisions on the

balance sheet based on the residual risk following completion of enhancements to existing processes.

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Issues considered How these were addressed by the Committee

Other continued

Client Money and Custody

Asset Assurance

(CASS) report

The Group’s external auditors undertook a CASS audit which reported on the Group’s compliance with the

Client Assets Sourcebook. The Committee reviewed and approved the 2022 CASS report and oversaw the

implementation of the control findings identified. The Committee received updates on progress with the

2023 CASS report from EY.

Restoring Trust in Audit and

Corporate Governance

The Committee considered the FRC’s consultation on proposed changes to the UK Corporate Governance

Code launched on 24 May 2023, which focused primarily on changes related to internal control, assurance,

and resilience in response to the Government’s consultation. Following the withdrawal by the Government

of proposed secondary legislation the Committee continued to monitor developments and will focus on the

implementation of the additional requirements introduced by the revised UK Corporate Governance Code.

Tax strategy

The Committee reviewed and approved the Group tax strategy which includes details of how we manage

the tax affairs and related risks to our business. In 2023 the Group received accreditation of the Fair Tax Mark

standard set by Fair Tax Foundation for the second time.

Terms of reference

The Committee reviewed its terms of reference to ensure they remained up to date and in accordance with

best practice. A small number of amendments were approved, primarily reflecting reference to responsibilities

detailed in the Minimum Standard.

Sustainability

For further information see

Sustainability starting on

page 36

The Committee considered the key ESG developments and regulatory initiatives and improvements to

sustainability reporting, including:

• Enhanced TCFD reporting

• Enhanced emissions reporting to meet current and future regulation

• Revised sustainability governance

• Stewardship activity and engagement case studies

• Voting and engagement statistics.

Private meetings

During the year the Committee held private meetings with:

• The Head of Internal Audit

• The Head of Risk

• The Head of Compliance

• The external auditors

• The CFOO

These meetings provided an opportunity for private discussion with the Committee, without other members

of management present, and supported, amongst other things the Committee’s assessment of the

performance of the external auditors and Internal Audit.

CALENDAR OF KEY ACTIVITIES

February

• Consideration of

the Annual Report

and financial

statements and

recommendation

of their approval

to the Board.

• Assessment of the

effectiveness of

internal controls.

May

• Review ICARA

methodology and

risk scenarios.

• Review fraud

deterrence

arrangements.

• Review

whistleblowing

arrangements.

July

• Approve

interim financial

statements.

• Review external

audit planning

report and

audit strategy.

• Assessment of the

effectiveness of

external audit.

• Approve ICARA.

October

• Approve

tax strategy

and internal

controls.

• Review of Internal

Audit Charter.

December

• Review significant accounting matters,

estimates and judgements for full year

financial statements.

• Annual review of the risk appetite

statement and ERMF.

• Review of Internal Audit plan and

compliance monitoring plan.

• Assessment of the effectiveness

of Internal Audit.

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AUDIT AND RISK COMMITTEE REPORT CONTINUED

FINANCIAL REPORTING

A core responsibility of the Committee is to ensure the integrity of the Group’s financial reporting, which includes overseeing the effectiveness of

the financial control environment. Prior to recommending the year-end financial statements to the Board for approval, the Committee reviews

the accounting policies adopted by the Group and considers the principal areas of financial statement risk and challenges management on areas of

estimation and judgement. The significant judgement areas considered by the Committee are set out in the table below. In each case the

Committee concluded that the accounting treatment and disclosure in the financial statements are appropriate.

The Committee has also assessed the Annual Report and Accounts to ensure that, taken as a whole, it is fair, balanced and understandable and

that it provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy.

KEY AREAS OF ESTIMATION AND JUDGEMENTS

Impairment of goodwill

Assessment of

area of estimation

and judgement

A key area of discussion and challenge was the assessment of the impairment of the Group’s total goodwill asset of

£570.6m, which relates to the 2007 acquisition of Knightsbridge Asset Management Limited and the 2020 acquisition

of Merian Global Investors Limited.

Goodwill arising on acquisitions is capitalised in the consolidated balance sheet. Goodwill is carried at cost less

accumulated impairment losses. The carrying of goodwill asset is not amortised but is tested annually for

impairment or more frequently if indicators of impairment arise.

On 9 January 2024, Jupiter announced that, within the current market context of lower asset valuations, muted

demand for risk assets from retail clients and a higher cost of capital, it was considered likely that the valuation

of intangible assets would result in some impairment of goodwill on our balance sheet. Management conducted an

assessment of impairment for consideration by the Committee, which considered all relevant factors, including the

short-term impact of changes to investment teams.

The Committee reviewed management’s assessment of impairment, providing challenge to the key inputs and

assumptions and considered sensitivities to its base case data to determine to what extent the goodwill asset was

exposed to possible future impairment in the event of plausible adverse events or circumstances. In addition to

considering management’s analysis the Committee engaged a third party valuation specialist to provide an opinion

in relation to the value in use of the Company as at 31 December 2023.

The Committee considered any potential impact in terms of regulatory capital or the Group’s ability to distribute

capital to shareholders in accordance with the capital allocation framework and noted that it was comfortable that

the impairment of goodwill did not impact these items.

Outcome

The Committee confirmed the recommendation that impairment of the Group’s goodwill was required in the

amount of £76.2m.

The Committee reviewed disclosures and provided feedback to management to ensure that narrative was clear and

included disclosure of sensitivity to reasonable changes in assumptions.

Share-based payments

Assessment of

area of estimation

and judgement

The Group recognises significant accounting charges in respect of deferred share-based awards arising from

Deferred Bonus Plans (DBP) and Long-Term Incentive Plans (LTIP). The principal area of estimation relates to the

probability of vesting of performance-based awards.

An assessment was undertaken based on the business performance to date and the likelihood of improvements

offsetting these factors in the remainder of the vesting periods. As a result of this assessment the probability of

vesting was reduced, resulting in lower accounting charges for share-based payments.

Outcome

The Committee considered the status of the Group’s outstanding LTIP awards and, in relation to the LTIPs due to

vest in 2024 and 2025, a reduction in the vesting levels from 50% to 30% was agreed.

104

SIGNIFICANT ACCOUNTING MATTERS

Disclosure of exceptional items

Summary of significant

accounting item

The Committee reviewed management’s proposals to include a number of items as exceptional items which are

defined as “Items of income or expenditure that are significant in size and which are not expected to repeat over

the short to medium term”.

Exceptional items incurred in 2023 amounted to £95.8m and related to:

• Items relating to the Merian acquisition

• The goodwill impairment charge

Outcome

The Committee agreed that the above-mentioned items meet the definition of exceptional items.

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GOING CONCERN AND STATEMENT OF VIABILITY

The Directors are required under UK law and the UK Corporate

Governance Code to conclude on the Group’s ability to continue as

a going concern and to include a statement of viability in the Group’s

Annual Report and Accounts respectively. They must satisfy themselves

as to the Company’s ability to continue as a going concern for a period

of 12 months from the date of the approval of the financial statements.

In addition, the Company is required to provide a statement of viability,

which can be found on page 31, and which reports on the viability of

the Company over a three-year period.

The Committee supports the Board in its assessment of going concern

and ongoing viability by considering and reviewing a number of factors

such as the current financial position, budget and cash flow forecasts,

liquidity, contingent liabilities, and unfavourable market scenarios,

versus the Group’s core forecasts, the Group’s ICARA and wind-down

plan, and risks to the Group’s operations or balance sheet position.

In reaching its conclusions the Committee considered the going concern

and the statement of viability under the most severe yet plausible

stressed scenarios developed for the ICARA process, approved by the

Board, and assessed the impact on capital and liquidity. The Committee

challenged management on assumptions in light of the economic and

geo-political environment and in particular considered the potential for

multiple risks to occur simultaneously.

The Committee also considered the impact of the Company’s capital

allocation policy and applied this to the forecast capital resources

over the period under review.

The Committee concluded that the Group has access to the financial

resources required to run the business efficiently and has a strong

gross cash position and concluded that it considered it appropriate

to prepare the half-year and annual financial statements for the year

ended 31 December 2023 on a going concern basis of accounting and

that the Company continued to maintain a healthy surplus of both

capital and liquidity and would remain commercially viable throughout

the forecast period up to three years.

FAIR, BALANCED AND UNDERSTANDABLE

The Committee assessed whether, taken as a whole, the 2023 Annual

Report and Accounts was fair, balanced and understandable and

provided the information necessary to assess the Company’s

position and performance, business model and strategy.

To assist with the Committee’s assessment as to whether the

Annual Report and Accounts is fair, balanced and understandable,

the Committee receives and discusses papers from management

outlining changes in the application of any accounting policies

together with material estimates and judgements.

The Committee received and reviewed a full draft of the accounts at

its February meeting and considered whether the performance and

position of the Group had been described in a true, fair and balanced

way. The Committee believes that the tone and content accurately

reflect the performance of the business, while also providing relevant

information for users.

The Committee’s attention was given to the disclosure in respect of

the use of APMs (see following paragraph for further detail) to ensure

that the disclosure in respect of APMs was clear and transparent.

Following its review, the Committee was of the opinion that the 2023

Annual Report and Accounts was representative of the year and

presents a fair, balanced and understandable overview. The

Committee was also of the opinion that the Annual Report and

Accounts provides a true representation to shareholders of the

Company’s position and performance, business model and strategy.

ALTERNATIVE PERFORMANCE MEASURES

The Committee reviewed the approach proposed by the finance

team for disclosure of APMs specifically around the presentation

of exceptional items and performance fees in the Group’s income

statement. Exceptional items are defined as items of income or

expenditure that are significant in size and which are not expected

to repeat over the short to medium term.

Such items were separately presented to enable a better

understanding of the Group’s ongoing financial performance.

Consistent with the disclosure in 2022, exceptional items include costs

arising from the Merian acquisition in 2020, that are required to be

recognised over multiple accounting periods. In 2023 they also

included the goodwill impairment charge.

The Committee reviewed and challenged the costs proposed by

management as exceptional items for the period and agreed that

they met the requirements for treatment as exceptional items.

The Committee considered the presentation of APMs in the 2023

Annual Report and Accounts and concluded that the use and

disclosure of APMs in the Annual Report and Accounts was

appropriate, and that the definitions and explanations were clear.

An explanation of the use of APMs is provided on pages 213 to 215.

EXTERNAL AUDIT

At a glance:

External Auditors EY

Lead engagement partner James Beszant

Lead partner due to rotate 20 March 2028

Financial period auditors first appointed 31 December 2023

Next audit tender required 31 December 2031

Total statutory audit fees £1.17m

Total fees for non-audit services £0.53m

EY’s appointment as external auditors for the financial year ending

31 December 2023 was approved by shareholders at the Annual

General Meeting held in May 2023, following a formal external audit

tender process conducted in the second half of 2021. James Beszant

was appointed as lead partner on 20 March 2023 for the financial

period 31 December 2023 and is therefore due to rotate after the

31 December 2027 year end.

106

Having undertaken a formal tender process in 2021 and appointed EY

as external auditors the Company complies with the requirements of

the Statutory Audit Services for Large Companies Market Investigation

(Mandatory Use of Competitive Tender Processes and Audit Committee

Responsibilities) Order 2014 and the Corporate Governance Code.

Under these requirements a tender for the external audit must be

undertaken no later than 2031. The Company has no present intention

of tendering for an alternative external auditor before the end of the

current period of 10 years.

Auditor effectiveness

This was the first year of EY’s appointment as external auditors

and the Committee agreed an approach to ensure both a smooth

transition from the outgoing auditors and the delivery of a high-

quality audit. The Committee regularly engaged with management

throughout the year to seek feedback on the external auditors.

During 2023, the Committee assessed the effectiveness of the external

auditors and the audit process, which included consideration of the

results from the internal evaluation, as well as the FRC’s Audit Quality

Review (AQR) of EY audits. The Committee was pleased to note

that the results of this showed an increase in the number of EY’s

audits rated in the top category and no audits with significant

improvement required. The Committee sought comment from EY

on the findings as they pertained to the Company, and discussed

controls relied upon and enhancements to address risks identified

to the audit and audit firm.

The Committee considered the resources of the auditors and

discussed the content of the auditors’ reporting, and EY’s interactions

with the Committee and confirmed they demonstrated a good

understanding of the Company’s business and activities. It was

considered that EY had been perceptive in handling key judgements,

including its challenge to key areas of judgement and estimation,

and in responding to questions of the Committee.

To further support its assessment, the Committee also obtained

feedback from members of management involved with the audit

process, including from the Head of Finance and the Chief Financial

& Operating Officer and discussed EY’s performance against the

external audit plan and areas for focus that were identified during

the audit tender process. The Committee noted feedback from

management included that:

• The audit strategy had been set out and communicated with a

clear and logical plan that reflected a good understanding of

the business.

• The transition from PwC had been generally well managed. EY had

provided ongoing feedback on audit approach and areas of audit

focus, an example being focus on rebates.

• EY had instigated good processes in areas identified during the

tender process, including good communication and visibility on-site,

and a more integrated approach to the audit of non-UK subsidiaries,

including attendance at key board meetings.

HOW WE ENSURED AN

EFFECTIVE AUDIT TRANSITION

2022

2023

EY shadowed PwC and attended workshops and

meetings with Finance, Tax, Compliance, Risk, General

Counsel, Company Secretariat, Internal Audit, Human

Resources, Technology and Operations and met with

each member of the Committee individually.

January to February

Audit and Risk Committee meetings attended by EY and

PwC through to approval of the Annual Report and

Accounts for the year ended 31 December 2022.

February

Private meetings held with EY and PwC lead audit

partners to seek feedback on the audit process and

transition ensuring that issues or concerns can be raised

confidentially with the Committee.

March

EY’s audit procedures commenced including discussions

with management, review of the predecessor auditors’

2022 working papers, and commencement of

walkthroughs of key controls and processes.

May

As recommended by the Board, our shareholders

approved the appointment of EY at the 2023 Annual

General Meeting. EY were also formally appointed as

auditors for the Group’s subsidiaries.

July

The Committee reviewed EY’s audit planning report.

The Committee considered its initial observations on

effectiveness of EY, including reviewing a report from

management and private meetings with the CFOO to

obtain feedback from management.

The Committee agreed the process for the ongoing

review of the effectiveness of the auditors.

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At meetings during the year management presented its up-to-date

views on significant accounting issues and areas of judgement to

the Committee. EY informed the Committee on whether in its

professional opinion the judgements and management’s responses

were appropriate. EY exercised their professional scepticism on these

issues and management confirmed that during discussions on key

areas of focus, such as goodwill, EY have engaged early and provided

appropriate and robust challenge.

£0.0m

Other non-audit services:

£0.3m

£0.0m

Other assurance services:

£0.9m

Audit fee for subsidiaries:

£0.3m

Audit-related assurance services:

£0.3m

£0.4m

Audit fee:

External audit fees

Non-audit services

To help safeguard the external auditors’ objectivity and independence

the Committee has a non-audit services policy, which sets out the

procedure for the provision of any non-audit services by the external

auditors to any entity within the Group.

At each Committee meeting the non-audit spend of the Group is

reviewed and an assessment made of the independence of the

external auditors.

Services classified as non-audit services that are conducted by

EY include the review of the interim results, certain audit related

assurance services that are required by regulation, such as CASS reporting

in the UK and overseas regulatory audits. The Committee considers that

it is appropriate for the statutory auditors to carry out this additional

audit and assurance activity where there is clear and compelling

efficiencies and synergies to be gained by the auditors carrying out

these alongside the statutory audit, and considers that the activities

do not impact the external auditors’ objectivity and independence.

In determining the independence of the external auditors and

consideration of non-audit services, the Committee has due regard

to all relevant regulations and guidance which includes the FRC’s rules

for auditors in respect of the provision of non-audit services whereby

the proportion of non-audit service fees that can be incurred in a

year is limited by reference to the average audit fee over a rolling

three-year period and prohibits non-audit services fees from

exceeding 70% over both UK standalone and total Group bases.

The Company is compliant with the requirements of the FRC’s

Revised Ethical Standard 2019, and with the Minimum Standard.

In accordance with the Minimum Standard, the non-audit services

policy requires prior approval for the engagement of the auditors

to supply non-audit services. This requires that all non-audit services

be approved by the Committee, which can be facilitated by the

Committee Chair should such approval be required in between

Committee meetings. In managing its non-audit relationships with

audit firms, the Committee takes due regard to ensuring that it

will have a fair choice of suitable external auditors at the next

tender process.

External auditors oversight conclusion

In light of its assessment and interactions with the external auditors

throughout the year, the Committee concluded that it was satisfied

with the external auditors’ independence and objectivity as well as

the effectiveness of the external audit process.

INTERNAL AUDIT

The Committee reviews the internal audit plan at each meeting to

ensure that it remains relevant for new and emerging circumstances.

A total of 14 internal audits were completed during 2023 for Jupiter

Fund Management plc which included audits on Client onboarding,

the Compliance function, the Trading desk, compliance with the

Consumer Duty, Group Remuneration policies and Funds liquidity

risk management.

In addition 11 internal audits were undertaken for Jupiter Asset

Management International S.A.

108

Effectiveness of the Internal Audit function

In line with the approach taken for the external auditors, the

Committee monitors the fees paid to the co-sourced partner BDO

LLP for services outside the internal audit to ensure their objectivity

and independence.

In July, the Committee received and discussed a self-evaluation of

the effectiveness of the Internal Audit function. This was performed

by Internal Audit using the CIIA External Quality Assessment checklist

which consists of three areas: code of ethics, attribute standards

and performance standards and includes an assessment of all

services provided by the Internal Audit function. This enabled

the Committee to assess and discuss the key messages and

themes emerging from the evaluation.

Overall, the Internal Audit function was found to generally conform

in each of the three areas. An External Quality Assessment (EQA) is

scheduled to take place in 2025, in line with the Global Internal Audit

Standards which require an EQA to be performed at least once every

five years by an independent and qualified assessor.

Additionally, in the summer of 2023, a internal survey was issued to

gather feedback on the in-house team and BDO LLP. Overall feedback

was positive citing added value, pertinence of issues and satisfaction

with the process. As a result of this engagement Internal Audit have

engaged further to ensure key stakeholders have an improved

understanding of risk assessment methodology driving the audit plan.

Comments also suggested improved audit quality since moving to a

co-sourced model and building an in-house capability.

In December the Committee concluded its own assessment of the

effectiveness of the Internal Audit function, informed by the results

of the CIIA assessment, the stakeholder survey, feedback from

management and its regular interaction with the Head of Internal

Audit. It was noted that the Committee had during the year:

• met with the Head of Internal Audit without the presence

of management.

• reviewed and assessed the annual internal audit work plan.

• received regular reporting on the results of the Internal Audit work

and reviewed actions taken by management to implement Internal

Audit’s recommendations.

• monitored and assessed the role and effectiveness of the Internal

Audit function in the overall context of the Jupiter’s risk

management system.

The Committee noted the continued improved audit quality and

effective working relationships built by the team since the move

to a co-sourced model and agreed to reduce dependency on the

co-sourced provider through the appointment of additional internal

resource. The Committee concluded that it is satisfied that the quality,

experience and expertise of the Internal Audit function remains

appropriate for the business.

MONITORING OF THE GROUP’S RISK

MANAGEMENT ENVIRONMENT

During the year management reports from the Risk function

have included:

• Reporting on the Company’s overall risk profile including strategic,

operational, capital adequacy, liquidity, credit and counterparty,

market risks and conduct risk.

• Update on the top-down risk assessment process and the risk and

controls self-assessment process.

• Report on development of the approach to ESG and sustainability

related risks.

• Analysis of how risks are evolving including emerging, trending and

reducing risk areas.

• Adherence to the Group’s risk appetite and any breaches of risk

appetite metrics.

• Annual review of the risk appetite statement and enterprise risk

management policy.

• Details of planned compliance assurance reviews and any material

findings and themes.

• Review and approval of the Group’s AAF Report.

The Committee reviewed the Group’s ICARA and recommended

its approval to the Board. In its review of the Group ICARA, the

Committee assessed and challenged the methodology and approach

including operational risk scenarios assumptions and quantification

and capital and liquidity stress testing. The Committee reviewed

management’s assessment of the material potential harms that may

result from Jupiter’s ongoing operation of its business and whether the

proposed level of own funds (including stress testing and wind-down

requirements) and liquidity were considered appropriate.

As part of its consideration of stress tests, the Committee considered

developments in the geopolitical and macroeconomic environment,

including the impact of inflation, and the ongoing conflict in continental

Europe and the Middle East. The Committee challenged management

to develop scenarios that considered both the cumulative effect

of multiple occurrences of risks, and potential contagion risk to

ensure that the impact of the most severe, yet plausible scenarios

had been considered.

109Jupiter Fund Management plc Annual Report and Accounts 2023

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AUDIT AND RISK COMMITTEE REPORT CONTINUED

ENHANCING THE RISK

MANAGEMENT FRAMEWORK

In Q4 2022, following a detailed review of the Risk and Compliance

functions, the business moved away from an integrated Risk and

Compliance function to separate organisational functions for each.

Individual Heads were appointed for each of the functions, providing

focused leadership supported by dedicated teams with the depth of

knowledge, experience and expertise required to support continuous

improvement in each of these areas. The Committee monitored and

challenged enhancements to the risk and control environment that

had been instigated during 2022, receiving regular reports on progress

against milestones. Work included developing the framework and

application of the RCSA process and other enhancements to the

ERMF. The Committee considered plans to address the findings

and reviewed progress at each Committee meeting, through to

completion. The Committee also requested that Internal Audit

conduct an overall Enterprise Risk Management audit in 2024 once

sufficient time had passed for new processes and controls to embed.

MONITORING OF THE GROUP’S INTERNAL

CONTROL ENVIRONMENT

During the year the Committee:

• Evaluated and monitored material control issues identified by

management through regular reports from the Risk and

Compliance functions.

• Reviewed and approved a new PA Dealing framework, and received

reports to benchmark Jupiter’s processes in this area to ensure that

we remain aligned with market practice and monitored the

implementation thereof.

• Considered reports from the second line of defence on the

oversight of operational risk controls.

• Reviewed processes for financial crime prevention and deterrence

of fraud. Overall, it was considered that Jupiter had adequate and

proportionate anti-money laundering and financial crime prevention

systems and controls which are consistent with regulatory

requirements in the UK, Ireland, Luxembourg and the US.

• Received a report from the whistleblowing champion, and a review

of the whistleblowing procedures.

• Reviewed reports from the third line of defence on the internal

control environment and reviewed progress against

enhancements identified.

• Received assurance on the control environment through a

combination of Internal Audit and Compliance Monitoring reviews.

ENHANCING THE INTERNAL

CONTROL ENVIRONMENT

During the year the Committee provided oversight to the

implementation of a number of enhancements to the internal control

framework, including certain investment management processes and

compliance activities that had been identified in 2022, through the

work of the second and third line of defence. Enhancements made

have included increased use of automation to provide greater and

more efficient risk mitigation, enhanced documentation, and additional

focus and tone from the top. The Committee reviewed regular

updates on progress with these matters, and challenged plans to ensure

improvements were delivered and implemented on a timely basis. The

Committee commissioned assurance reviews by the second and third

lines of defence, including an internal audit review which considered

how well changes have been embedded throughout the business.

The Committee’s review of the internal control framework concluded

that it was operating satisfactorily and that there were satisfactory

processes in place to ensure appropriate financial and regulatory

reporting controls over the Group. The Committee therefore

recommended to the Board that the Group’s internal control

environment was operating satisfactorily, that financial and

regulatory reporting controls were operating satisfactorily and

that the Group operated a robust three lines of defence model.

COMMITTEE EFFECTIVENESS

During the year an external evaluation of the Committee’s

effectiveness was undertaken, the process for which can be found

on page 92. The following table provides an update on the priorities

identified in the 2022 evaluation.

110

2022 priorities 2023 status

Development of effective working

relationships with the Head of Risk

and Head of Compliance, ensuring

sufficient support is provided to the

new incumbents whilst providing

appropriate challenge.

• The Heads of Risk and Compliance have, throughout the year, attended Committee meetings,

pre-meetings with the Chair, and have also met privately with the Committee, without other members

of management present. The Committee sought feedback on their performance in private meetings

with the CFOO.

• The separation of the functions has allowed more dedicated and focused expertise in each area, and

changes have helped to support enhancements to the risk and control environment.

Consider ways in which the

Committee can gain broader

exposure to and feedback from the

key areas of the business falling

within the Committee’s oversight.

• Agendas for each meeting are planned to ensure that adequate time is given to the matters detailed in

the Committee’s terms of reference.

• Before each Committee meeting, the Chair holds an agenda setting meeting with the Company

Secretary, the CFOO, the Head of Risk, the Head of Compliance and the Head of Internal Audit which

helps to ensure that the agenda for each meeting considers the most important matters from key areas

across the business, and that sufficient time is allocated.

Enhance interaction with key

operating subsidiary boards.

• A quarterly report of the activity of the Committee is provided to each board meeting of key

regulated subsidiaries.

• The Chair is invited to attend board meetings of each regulated subsidiary on an at least annual basis.

Oversight of the Group’s

regulatory change and

engagement programmes,

including the implementation

of the Consumer Duty and SDR.

• The Committee receives a report from the Compliance function at each meeting which summarises

the status of key regulatory change projects.

• Additionally, the Committee has received a regular report from the Culture and Conduct Committee,

including progress with the development of metrics for monitoring compliance with the Consumer Duty.

Transition of the external auditors. • The transition has been closely monitored by the Committee. Further detail on how the transition has

been managed is set out on page 107.

The transition to the new Head of

Risk and any developments to the

risk and control environment.

• The Head of Risk has attended Committee meetings throughout the year, as well as meetings with the

Chair and private meetings with the Committee.

• Enhancement to the risk and control environment has continued to be a key focus for the Committee

and is considered in more detail on page 110.

2023 EVALUATION CONCLUSIONS

The evaluation process demonstrated that the Committee had

operated effectively during the year. It noted that the handover of

responsibilities to the current Chair had gone smoothly and that since

his appointment he had added value to the work of the Committee,

including regulatory experience and challenge to management. It was

noted that members brought a wide range of skills and experience to

the Committee, asked probing questions and challenged assumptions.

Agendas were considered to be well balanced, allowing sufficient time

for all topics. The evaluation identified the following priorities for 2024:

• Maintain focus on embedding enhancements to the risk

management framework and three lines of defence.

• The appointment and induction of a new Chair of the Committee

and smooth handover of responsibilities.

• Consideration of the optimal number of Committee members once

the new Chair has been appointed.

• Ensure that the Committee continues to challenge and probe

management to surface any issues at an early stage.

• Review cadence and timing of meetings to ensure they remain

optimal, make the best use of management and Committee time

and strike the correct balance between Finance, Risk and Internal

Audit items.

111Jupiter Fund Management plc Annual Report and Accounts 2023

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INFORMATION

“Progress has been made on our

strategic objectives this year, and the

proposed revisions to our Directors’

Remuneration Policy and Executive

Director remuneration arrangements

this year will allow us to continue to

support delivery of these strategic

and commercial priorities”

Roger Yates

Chair of the Remuneration Committee

COMMITTEE’S KEY RESPONSIBILITIES

• Determining the overarching policy for the remuneration of the

Group’s employees, ensuring it is structured in a way that rewards

individual and corporate performance and is aligned with

appropriate risk, compliance and conduct standards and the

long-term interests of shareholders, clients and other stakeholders.

• Determining the overall size of the annual variable compensation

pool and the total compensation ratio.

• Determining and reviewing annually those individuals who may be

considered to have a material impact on the risk proﬁle of Jupiter,

relevant subsidiaries and its funds (Material Risk Takers and Identified

Staff) for the purposes of the relevant remuneration regulations.

• Determining the Chair of the Board’s fees and the total individual

remuneration packages of Executive Directors and individuals

identiﬁed as Material Risk Takers.

• Approving the design of, determining the targets for, and monitoring

the operation of, any performance-related pay schemes operated

by the Group.

• Reviewing the design of all share incentive plans and

deferred bonus arrangements for approval by the Board and,

if applicable, shareholders.

• Overseeing any major changes in employee beneﬁt structures

throughout the Group.

A full copy of the Committee’s terms of reference can be found

at www.jupiteram.com.

REMUNERATION

COMMITTEE REPORT

REMUNERATION COMMITTEE REPORT

COMMITTEE MEMBERS AND

REGULAR ATTENDEES

During the year, the Committee held six meetings, five of

which were scheduled meetings and one further meeting was

convened in order to consider compensation matters.

Meetings Meetings attended

Roger Yates (Chair) 6/6

Suzy Neubert 6/6

Karl Sternberg 6/6

Nichola Pease 2/2

The Committee comprises three independent Non-Executive

Directors who were independent on appointment in

accordance with the UK Corporate Governance Code.

Nichola Pease was also a Committee member when she

was Chair of the Board.

The Chair of the Board, CEO, CFOO, Company Secretary,

HR Director and Head of Reward are invited to attend

Remuneration Committee meetings to contribute.

In addition, input is received from risk, compliance,

internal audit and investment management leadership as

required. No individual is present when their remuneration

is being discussed.

112

DEAR STAKEHOLDER

I am pleased to present our Directors’ Remuneration Report (DRR)

for 2023. This 2023 DRR is divided into two sections:

• The new Directors’ Remuneration Policy (the ‘Policy’). This sets

out the Policy intended to apply for the three years from 2024 and

is subject to a binding shareholder vote.

• The Annual Report on Remuneration. This outlines how we

implemented our current Policy in 2023 and how we intend to

apply the new Policy in 2024. This is subject to an advisory vote

by shareholders.

Review of executive remuneration

Our current Policy, which was approved by shareholders in 2021

with over 95% support, expires at the forthcoming 2024 AGM.

The Remuneration Committee took this opportunity to review

the Executive Directors’ remuneration arrangements to ensure they

remain appropriate in the context of Jupiter’s evolving strategic and

commercial priorities and consistent with market, regulatory and

governance developments. The Committee also took into account

evolving roles and responsibilities amongst our senior team since

Matt Beesley’s appointment as CEO in 2022.

Following this review, the Committee concluded that whilst current

arrangements remain broadly fit for purpose, certain changes outlined

below are required to ensure that our remuneration framework

continues to support the delivery of our strategic and commercial

priorities and retains, incentivises and motivates our Executive

Directors. Other than where noted, these changes do not require

amendments to the existing Policy.

Changes in new Policy to accommodate new role

of CFOO

The responsibilities of our CFO (Wayne Mepham) have expanded

substantially as our Chief Operating Officer will step down from

the business in 2024 and we have restructured the executive team.

Wayne’s responsibilities now encompass oversight of our Operations,

Risk and IT functions in addition to standard CFO responsibilities and

he has formally become Chief Financial & Operating Officer (CFOO)

for the Group.

The development of the CFOO role is fundamental to the delivery of

our corporate strategy. As part of his new responsibilities, Wayne has

responsibility for a significantly larger number of people and will play

an important role in the transformation of our Operations and IT

support infrastructure, as we embark on a significant investment

and restructuring programme.

In conjunction with his appointment as CFOO, the Committee

proposes the following revisions to Wayne’s remuneration package

which would offer an increase of approximately 44% in his maximum

total remuneration opportunity by 2025. Whilst substantial,

the Committee firmly believes that this uplift fairly reflects the

substantially enhanced scale of Wayne’s role.

• Base salary: subject to shareholder approval, will be increased in two

stages to £400,000 in 2024 and £425,000 in 2025 (2023: £346,500).

This phased increase reflects feedback received from our largest

shareholders during a consultation exercise. For information, since

appointment in 2019, Wayne’s salary has previously increased by 5%

(2021); 4.8% (2022); and 5% (2023).

• Annual bonus: subject to shareholder approval, maximum bonus

opportunity for the CFOO will be increased in the new Policy from

250% to 300% of salary. Maximum bonus opportunity for the CFOO

in 2024 will be limited to 275% of salary.

• Long-Term Incentive Plan: subject to shareholder approval, the

maximum LTIP award for the CFOO will be increased in the new

Policy from 225% to 275% of salary. The proposed CFOO LTIP

award in 2024 will be limited to 250% of salary.

• Shareholding guideline: subject to shareholder approval, the minimum

shareholding guideline for the CFOO will be increased in the new

Policy from 250% to 300% of salary in order to provide enhanced

long-term alignment with shareholders.

Wayne’s performance and contribution has been outstanding over the

past four years, despite the challenging circumstances faced by Jupiter.

The Committee believes these changes are essential in order that

Wayne’s remuneration fairly reflects that performance as well as

his experience, his importance to the business in delivering on our

key strategic objectives and in order to minimise retention risks.

Other changes to executive remuneration in 2024 -

no changes required to Policy

Changes to variable pay structure to ensure continued alignment

of strategy and remuneration

Jupiter’s primary focus is on delivering value to clients through

long-term investment outperformance after all fees. Jupiter’s

business model of combining this investment outperformance with

an effective distribution platform, supported by efficient and scalable

operations, has enabled us to demonstrate how an active, high-conviction

approach to investment can be a differentiator from passive strategies.

The variable pay structure aims to support the delivery of the

Company’s growth strategy, by incorporating key metrics into the

annual bonus and LTIP, whilst allowing the Remuneration Committee

appropriate discretion to ensure bonus and LTIP payouts remain in line

with the overall experience of our various stakeholders. Longer-term

alignment is achieved by a combination of a high level of deferral of

bonus payouts into shares or fund units, an extended release for LTIP

awards and significant minimum shareholding guidelines.

The Committee is satisfied that the structure of performance

measures used in the annual bonus in 2023 remains appropriate for

use in 2024 but is making two changes to the LTIP performance

scorecard in 2024.

1. Introduction of strategic LTIP performance scorecard to reward

delivery of strategic objectives

As discussed in the CEO’s review (from page 8), we have introduced

four key strategic objectives that we believe will drive the future

growth of Jupiter. Given the commercial importance of delivery

of these objectives, the Committee determined that they should

be incentivised through the LTIP as well as the annual bonus.

Accordingly, the 2024 LTIP will include a strategic scorecard with

a 25% weighting to complement the existing strategic scorecard

in the annual bonus. This weighting reflects feedback received

from our largest shareholders during a consultation exercise.

LTIP metrics will be set for two of the four strategic objectives

(increasing scale and deepening relationships with all stakeholders)

where longer-term targets are particularly relevant. More details on

these strategic metrics are set out on page 138.

113Jupiter Fund Management plc Annual Report and Accounts 2023

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OTHER

INFORMATION

REMUNERATION COMMITTEE REPORT CONTINUED

2. Changes to LTIP financial performance scorecard

Underlying EPS, investment outperformance and net flows will be

retained as the three metrics used in the financial element of the LTIP

scorecard. However, their weightings will be reduced to accommodate

the new non-financial metrics as set out in the table below.

In order to focus reward on growth channels central to the future

business strategy, one other change in relation to the LTIP financial

scorecard will be a reorientation of the net flows measure so that it

directly targets “growth capabilities” (parts of our portfolio where we

see significant growth potential). Any payout under this measure will

be subject to satisfaction of a specific underpin target based on

overall Group AUM in addition to the general underpin targets that

apply to all elements of the LTIP (namely assessments of risk and

compliance and underlying business performance).

The full performance scorecard for FY24 is summarised below.

Percentages are weighting of each

measure in the relevant plan

Annual bonus LTIP

FY23 FY24 FY23 FY24

Underlying PBT 40% 40% - -

Investment outperformance

25% 25% 30% 25%

Underlying EPS - - 40% 30%

Net flows - -

30%

(Group)

20% (Growth

capabilities

)

Strategic

(& individual – bonus only) 35% 35% - 25%

Underpin: risk and

compliance assessment • • • •

Underpin: underlying business

performance • •

1. Bonus: Mixture of one-year and three-year performance; LTIP: Mixture of

three-year and five-year performance

2. Underpin based on Group AUM

Cap on 2024 LTIP award

The Remuneration Committee intends to grant the 2024 LTIP in line

with the Company's standard approach (with the number of shares

to be awarded based on the average share price for the three days

preceding grant) and will, as for previous awards, review the final

outturn to ensure that there have not been any windfall gains. This is

additional to the standard risk and compliance assessment and review

of the final outturn to ensure it is warranted based on shareholder and

client experience over the performance period.

Reflecting the broader shareholder experience of the past year, the

Committee has concluded that it is appropriate to add an additional

guardrail by capping Executive Director 2024 LTIP awards at 320% of

salary. This cap will involve a 15% reduction in the CEO’s LTIP award

from 375% of salary in 2023 to 320% of salary in 2024. As outlined

above, the CFOO’s 2024 LTIP award remains substantially below

this cap.

Other changes to CEO remuneration

There will be no change to the CEO’s annual bonus opportunity in

2024 and his salary will increase by c.3.3% to £470,000 which is below

the budget salary pool increase of c.4% for 2024.

Performance and incentive outturns for 2023

Performance

As the CEO outlined in his review, this has been a challenging year for

all asset managers and particularly for active firms like ours.

Notwithstanding that, the business delivered resilient underlying

performance in a difficult market with underlying profit before tax

performing significantly above both budget and start of year

consensus. We have delivered good investment performance and

strong net flows from institutional clients in line with our strategic

focus. Our strong balance sheet enabled us to both make further

investment in the business to accelerate growth and return £53m of

capital to shareholders. There has also been considerable progress

against the four key strategic objectives as outlined on pages 10 and 11,

which will set the business up for future growth and success.

Bonus outturn

Based on performance, the outcome of the bonus scorecard was 80%

of maximum for both the Executive Directors. The Committee gave

careful consideration to this outcome in respect of a range of internal

and external factors. Whilst acknowledging that 2023 was a challenging

year for many of our stakeholders, the Committee also noted the

resilient performance delivered in a particularly difficult market as

well as the significant strategic progress made during the year and

accordingly was satisfied that no discretionary adjustment was required.

A full disclosure of the bonus determination process and the

scorecard outcomes is provided on pages 130 to 134. In order to

deliver long-term alignment with stakeholders, 75% of the bonus

is deferred into shares or fund units.

LTIP outturn

The performance period for the 2021 LTIP award ended on 31

December 2023 and the formulaic outcome was 17.8% vesting,

full details of which are provided on page 135. The Committee

was satisfied that this outcome, derived from strong investment

performance over the performance period, was appropriate in light

of the overall stakeholder experience and concluded that no

discretionary adjustment was required.

114

Total compensation ratio

In today's competitive market environment, we have worked hard

to ensure our talented investment professionals are remunerated

appropriately, based around performance criteria that ensures

interests are aligned between Jupiter, our people and our clients.

We believe it is critical that we continue to invest in talent despite

the challenging markets whilst acknowledging that this inevitably has

an impact on our total compensation ratio. In 2023, the Group’s total

compensation ratio before performance fees and exceptional items

increased from 40% to 42%. It is, we believe, in line with observable

trends across the peer group.

Employee share ownership

Employee share ownership continues to remain a core principle for

the Company, ensuring a strong alignment with our other shareholders

in the long-term interest in the Group’s performance and allowing all

employees to share in the Company’s success.

During 2023, the Company granted all eligible employees a free share

award in the amount of £2,000. For employees based in the UK, this is

under the Company’s Share Incentive Plan (SIP). This award, contingent

upon employees continuing to serve with the Company for at least

three years from the award date, ensured full participation in at least

one of the Company’s all employee share plans. A further free share

award has been announced for all eligible employees in 2024.

Shareholder engagement

We consulted with our largest shareholders and investor bodies in

relation to the proposed changes outlined in this letter and I am very

grateful for their constructive input and engagement. As noted above,

we evolved certain elements of our proposals to reflect the feedback

that we received.

I welcome feedback at any point in time from our entire shareholder

base regarding our remuneration arrangements. I am grateful for your

support in approving the Annual Remuneration Report at the 2023

AGM with over 93% of votes cast in favour and I hope that we will

again have your support at the forthcoming AGM.

Roger Yates

Chair of the Remuneration Committee

21 February 2024

115Jupiter Fund Management plc Annual Report and Accounts 2023

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OTHER

INFORMATION

REMUNERATION COMMITTEE REPORT CONTINUED

Salary Pension and benefits Annual bonus

Long-Term

Incentive Plan

Minimum

shareholding

requirement (MSR)

Purpose

To support attraction and

retention of Executive

Directors to deliver the

key strategic objectives.

Provision of a

market-competitive

pension and benefits

offering supports

retention of talent.

Incentivises delivery of

Jupiter’s key strategic

objectives across

both financial and

non-financial metrics.

Incentivises consistent

long-term performance

and delivery of long-term

growth for shareholders

in line with Jupiter’s key

strategic objectives.

Ensures alignment

between the

Executive Directors

and shareholders.

Key features of

current Policy

& proposed

key changes

to the Policy

Reviewed annually and

takes into account a

range of factors,

including:

• size and scope of

the role;

• skills, performance

and experience of

the individual;

• market

competitiveness;

• wider market

and economic

conditions; and

• the level of increases

in the wider

employee population.

Proposed new policy

change

Salary increases will

typically be limited

to the average salary

increase for all

employees.

Provision of benefits

that are competitive

and linked to local

market practice.

The maximum Company

pension contribution is

15% of salary, which is

consistent with the

offering for the entire

UK workforce.

Maximum opportunity of:

• CEO: 425% of salary

• CFOO: 250% of salary

Balanced scorecard approach

based on financial and

non-financial measures set by

the Remuneration Committee.

50% of total bonus deferred

over three years vesting in

annual tranches and subject to

an additional six-month

holding period.

Deferral can be in shares or

fund units (certain limits where

MSR is not met).

Half of the remaining 50%

delivered as shares or fund

units subject to a six-month

holding period.

Payments subject to risk

and compliance assessment,

overseen by the Chair of the

Audit and Risk Committee and

application of Remuneration

Committee judgement. Malus

and clawback provisions

also apply.

Proposed new policy change

CFOO maximum opportunity

increased to 300% of salary.

Maximum opportunity of:

• CEO: 375% of salary

• CFOO: 225% of salary

Subject to performance

measures assessed over a

three-year performance

period and usually subject to

an additional two-year

holding period post vesting.

Vesting subject to risk and

compliance assessment and

underlying business

performance underpin.

Malus and clawback

provisions apply.

Proposed new policy change

CFOO maximum opportunity

increased to 275% of salary.

MSR within five years

of appointment:

• CEO: 500% of salary

• CFOO: 250% of salary

Post-employment

shareholding requirement

for Executive Directors of

100% of in-employment

requirement in the first

year after leaving the

Company and 50% in

the second year.

Proposed new policy

change

CFOO MSR to be

increased to 300%

of salary.

Planned

implementation

for year ending 31

December 2024

CEO: £470,000

(increased by 3.3% which

is below the average

increase for the wider

workforce).

CFOO: £400,000

(increased by 15.4% to

reflect change in role as

explained in the

introduction to this

report).

No change from

prior year.

Pension remains at 15%

of salary, consistent with

all UK employees.

No change to approach from

prior year.

At least 65% based on

corporate quantitative

measures; no more than 35%

based on individual and

strategic measures.

Subject to approval of the

new Policy, CFOO maximum

opportunity set at 275% of

salary for FY24.

EPS (30%),investment

outperformance (25%) and

net flows (20%) will be

retained as the three metrics

used in the financial element

of the LTIP scorecard (albeit

with changes highlighted on

page 137). However, their

weightings will be reduced (as

above) to accommodate the

new non-financial metrics

(25%), “increase scale” and

people & culture (see page

138 for further details).

Subject to approval of the

new Policy, CFOO maximum

opportunity set at 250% of

salary for FY24.

MSR will continue to be

monitored, noting the

change in the policy for

the CFOO.

Implementation

in year ended 31

December 2023

CEO: £455,000.

CFO: £346,500 (was

increased on the prior

year in line with increase

for the wider workforce).

No change from

prior year.

Pension remained at 15%

of salary, consistent with

all UK employees.

Payout of 81% of maximum of

the financial metrics.

Total payout of 80% of

maximum for the CEO

and CFOO.

Vesting of 2021 LTIP at 17.8%

for the CFOO in March 2024.

MSR have been

monitored throughout

year by the Committee.

Details on the Executive

Directors’ shareholdings

can be found on page 140.

EXECUTIVE REMUNERATION

AT A GLANCE

116

DIRECTORS’ REMUNERATION POLICY

This section of the report sets out our proposed

new Directors’ Remuneration Policy (the Policy).

The Policy is subject to a binding shareholder

vote at our 2024 AGM. Our intention is to

operate the Policy for the 2024 performance

year and onwards, subject to shareholder approval.

CHANGES TO THE POLICY

As noted in the Remuneration Committee Chair’s letter, throughout

2023 and early 2024, the Committee conducted a consultation

exercise with our largest shareholders as well as investor bodies.

This Policy reflects the outcome of this consultation exercise.

The Committee concluded that whilst current arrangements remain

broadly fit for purpose, certain changes are required to ensure that

our remuneration framework continues to support the delivery of

our strategic and commercial priorities. In terms of the Remuneration

Policy itself, the key changes are to accommodate the new role of

CFOO as set out in the Committee’s Chair Letter on page 113.

The Committee reserves the right to make minor amendments to the

Policy in the future without shareholder approval for customary

administrative reasons or to obtain or maintain favourable tax,

exchange control or regulatory treatment for a Director.

REMUNERATION POLICY TABLE

The table (Policy Table) on pages 122 to 125 summarises each of

the elements of the remuneration package for Executive Directors

under the Policy. The Policy Table specifies how each element of

remuneration is linked to Jupiter’s strategy, how it will be operated,

the maximum opportunity available to Executive Directors and

whether any performance conditions apply to it.

DECISION MAKING PROCESS

The Committee discussed the Policy over a series of meetings which

considered a range of issues including the strategic priorities of Jupiter,

regulatory and governance requirements, evolving market practice and

remuneration practice amongst the wider workforce.

Input was sought from the CEO, CFOO and other senior executives while

ensuring that conflicts of interests were suitably mitigated. An external

perspective was provided by our major shareholders, investor bodies

and our independent advisors, Deloitte.

CONTEXT OF ALL-EMPLOYEE PAY

The Committee considers the pay and conditions of all employees

when determining remuneration arrangements for Executive Directors.

The Policy for Executive Directors contains some minor differences

in the structure of pay compared to that of all other employees,

particularly around corporate governance requirements that apply for

the Executive Directors. However, all employees, including Executive

Directors, are incentivised in a similar way and are rewarded according

to the success of the Group and personal performance.

Participation in the all-employee share plans (the HMRC tax advantaged

Sharesave and Share Incentive Plan) is offered to all UK employees on

the same terms. Jupiter also operates a plan similar to Sharesave for

our employees based outside the UK, allowing all employees to benefit

from the opportunity of owning shares in the Company and helping

further align the interests of all employees with shareholders.

Free share awards are often made to all employees of the Group as

set out in the Chair’s letter to further align interests.

Benefits are also offered on a consistent basis. For example, the level

of employer pension contributions is 15% of base salary for Executive

Directors and all UK employees and other benefits, such as private

medical insurance, life insurance and cancer screening are offered

to all UK employees on the same terms.

STAKEHOLDER VIEWS

The Committee is committed to ongoing dialogue with investor

bodies and shareholders, and consulted with both a number of times

in determining this Policy.

The Committee has considered the impact of this Policy on wider

stakeholders, including our clients, our employees and the wider

economy. After consulting with our major shareholders, investor

bodies and other stakeholders, feedback and views varied across these

groups and was not always uniform, but the Committee is confident

that the new Policy addresses initial areas of concern and ensures that

our arrangements are fit for purpose as we move forward with our

strategy. In particular, whilst the Committee recognises the need to

ensure that the remuneration package for the CFOO is at an

appropriate level, we have phased these increases so that this does

not all take place in one year.

The Committee met with the Chair of Connections, our employee

representation forum, during the year to hear views from the wider

employee base on various remuneration matters. The HR Director and

Head of Reward also meet regularly with this group to ensure that

feedback is captured and provided the forum with an update on the

key proposals for the new Policy.

The Committee is satisfied that the Policy takes a responsible

approach to pay and guards against irresponsible behaviour or

excessive risk-taking.

EXPLANATION OF PERFORMANCE MEASURES

Performance measures and targets are selected and set by the

Committee at the beginning of each performance year, to support

the execution of our business strategy. Aligned with the strategic and

financial objectives set by the Board, measures are chosen and targets

are set to appropriately measure and incentivise delivery of the key

elements of our strategy.

117Jupiter Fund Management plc Annual Report and Accounts 2023

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FINANCIAL

STATEMENTS

OTHER

INFORMATION

REMUNERATION COMMITTEE REPORT CONTINUED

For annual bonuses, the Committee believes it is appropriate to use a

balanced scorecard approach. The diversity of metrics allows multiple

elements of corporate performance to be evaluated. This is in the

best interests of our shareholders and clients, whilst also being in

line with shareholders’ expectations. Furthermore, it is in line with

regulatory expectations under the relevant remuneration regulations.

Setting appropriately stretching targets is an area of particular focus for

the Committee. We have set out our approach and process in respect

of the annual bonus cycle in detail on page 136. Achieving a maximum

bonus award and/or full vesting under the LTIP will only occur for

what the Committee considers to be exceptional performance.

Risk and compliance underpins apply to all variable compensation

which can reduce awards, potentially to zero. LTIP awards will also

only vest subject to satisfaction of an additional underlying business

performance underpin. Furthermore, the Committee makes reference

to a series of checkpoints as outlined in our ‘Risk and reward’ section

on page 145, when approving the overall variable compensation pool

for all employees.

SHAREHOLDING REQUIREMENTS

Following the shareholder and investor body consultation exercise

for the new Policy, the Committee has increased the shareholding

requirement for the CFOO. The Chief Executive and other Executive

Directors are typically expected to build up shareholdings within five

years of their appointment date and maintain holdings of at least 500%

(no change) and 300% of base salary (increased from 250%) respectively.

The Committee monitors shareholdings against these requirements

annually and decides at its discretion what (if any) action should be

taken, which may include requiring an individual to hold a proportion

of vested shares until the requirements are met.

MALUS AND CLAWBACK

Jupiter operates a malus and clawback policy to support wider aims,

including: ensuring greater alignment between risk and individual

reward; discouraging excessive risk taking and short-termism;

encouraging effective risk management; and promoting positive

behaviours and a strong and appropriate conduct culture.

Malus provisions apply so that relevant awards can be withheld

or reduced (including to zero) in certain circumstances.

Clawback provisions apply so that relevant awards can be reclaimed

in certain circumstances. For the Deferred Bonus Plan (DBP) and LTIP,

malus and clawback provisions can apply in the following circumstances:

i. Financial results would have been materially lower on the basis

of information that comes to light after the accounts for that

year are finalised (other than as a result of change of

accounting policy subsequent to the end of the year);

ii. Material failure of risk management suffered by a

Group company;

iii. Gross misconduct or material error on the part of

the individual;

iv. Material reputational damage occurring to a Group company;

v. Performance assessment error in relation to an individual when

determining the level of their award; and

vi. Any other circumstances which the Board considers to be

similar in its nature or effect to those specified above.

Malus provisions apply for all unvested DBP and LTIP awards granted

in respect of any events referred to above. Clawback provisions apply

to all vested DBP and LTIP awards granted, in respect of events

described in (i) to (iii), and (iv) to the extent that the individual is

considered to be directly responsible or directly accountable.

Recovery of DBP awards may be invoked at any time in the three

years from the grant date through either malus or clawback, in respect

of a malus or clawback event that occurs at any time before the end

of this period.

LTIP awards may be recovered via malus at any time in the three years

prior to the vesting date, and through clawback at any time after the

vesting date for a period of two years, in respect of any applicable

event that occurs at any time before the end of this period.

Clawback provisions also apply in respect of bonus payments

delivered as cash for a period of two years after payment, such that all

variable compensation is subject to malus and clawback provisions.

The Committee continuously reviews the malus and clawback

provisions and is satisfied that they continue to appropriately support

the wider aims discussed above.

RECRUITMENT

In the case of the future recruitment of a new Executive Director,

the Company would apply the following principles:

• Base salary: set in line with the Policy Table.

• Bonus: expected to be on the same basis as all other Executive

Directors as outlined in the Policy Table. Notwithstanding this, the

Committee retains the flexibility to determine that for the first year

of appointment any annual incentive award will be subject to such

terms as it may determine.

• DBP: awards will be granted in respect of the relevant proportion

of any bonus paid in the year of recruitment, on the same basis as

it applies for all other Executive Directors, and the usual malus and

clawback provisions would apply to any award as outlined above.

• LTIP: in the year of recruitment, any awards granted will be granted

on the same terms as apply to other Executive Directors and the

usual malus and clawback provisions would apply to any award as

outlined above.

• All-employee share plans: participation in the HMRC tax

advantaged Sharesave Plan and HMRC tax advantaged Share

Incentive Plan will be offered on the same basis as it is for all other

Executive Directors and employees.

118

Any buyout awards granted in addition to the above elements of the

remuneration package will be required to be granted on equivalent or

no more favourable terms, in accordance with applicable regulatory

rules and regulations, than the remuneration which they are buying

out, in particular in respect of: the quantum; timing of delivery; form

of award; and existence of performance conditions.

Where necessary, any buyout awards granted outside the provisions

of the rules of the LTIP will be granted under the Listing Rules

exemption applicable to such share arrangements.

In the case of the future recruitment of a new Executive Director,

the Company will disclose the full details of the recruitment package

and the approach taken in the Annual Report on Remuneration

following the appointment.

The other main contractual terms of the service contract would

follow the same principles as those of existing Executive Directors.

In exceptional circumstances, other elements of remuneration may

be awarded. Such circumstances include an interim appointment being

made to fill an Executive Director role on a short-term basis or a

Non-Executive Director taking on an executive function on a

short-term basis.

Any new Non-Executive Director would be appointed with

contractual terms and a fee basis typically in line with the other

existing Non-Executive Directors.

EXIT PAYMENTS

Our overriding policy on termination payments to Executive Directors

is that we do not include any contractual provisions for compensation

on early termination, other than the amount due under law. The

Committee will seek to keep any other such payments to an

appropriate level, reflecting performance.

In case of termination, a payment in lieu of notice may be due if such

notice is not given by the Company. As set out in the summary table

of Executive Director service contracts, no contractual entitlement to

a bonus payment accrues or arises during the notice period. Any

bonus payment that the Committee determines is appropriate to be

paid in respect of an Executive Director notice period will be based on

performance and may be made in such proportions of cash and shares

as the Committee may determine.

Leaver provisions under both the DBP and LTIP are aligned. The

respective rules provide that any awards will lapse on cessation of the

individual’s office or employment, other than in limited circumstances,

as follows: death of the employee; the ill-health, injury or disability of

the employee; redundancy; retirement; the sale of the individual’s

employing entity out of the Group; and any other reason which the

Remuneration Committee in its absolute discretion so permits. Where

LTIP awards vest in these circumstances, they would normally only

vest to the extent the Remuneration Committee determines, taking

into account the extent that performance conditions have been

satisfied and, unless the Committee determines otherwise, the

proportion of the vesting period that has elapsed.

The Committee reserves the right to make any other payments in

connection with a Director’s cessation of office or employment where

the payments are made in good faith in discharge of or to mitigate an

existing legal obligation (or by way of damages for breach of such an

obligation) or by way of settlement of any claim arising in connection

with the cessation of a Director’s office or employment. Any such

payments may include, but are not limited to, paying any fees for

outplacement assistance and/or the Director’s legal and/or

professional advice fees in connection with the cessation of office or

employment. In some cases, they may receive a modest leaving gift.

In the case of a change in control of the Company (or equivalent

transaction), the Remuneration Committee may exercise its discretion

to assess performance conditions applicable to outstanding LTIP

awards to the date of the relevant event.

The Board may determine that outstanding LTIP or DBP awards be

exchanged for equivalent awards on such terms as agreed with the

acquiring company. If the Company is wound up, the vesting of an

award will be accelerated.

POST-EMPLOYMENT SHAREHOLDING

REQUIREMENTS

Executive Directors will be required to maintain shares worth 500% of

salary for the CEO and 300% of salary for other Executive Directors in

the first year after stepping down from the Board, decreasing to 250%

of salary for the CEO and 150% of salary for other Executive Directors

in the second year.

NON-EXECUTIVE DIRECTORS’ FEES POLICY

Non-Executive Director fee levels are normally reviewed annually.

The current annual fees comprise the following elements:

• Basic fees

• Additional fees may also apply in respect of:

• Committee membership;

• Committee Chair status (in addition to the membership fee);

• Senior Independent Director status;

• Any other defined Board role; and

• In any given year, a time commitment significantly in excess of

that expected at the start of the year.

The Chair’s fee is reviewed annually and comprises an all-inclusive fee.

Fees are set to reflect the time commitment and skills and experience

required, based on an appropriate level against the market, and will

not exceed the maximum amount permissible under the Company’s

Articles of Association. The fees are currently paid in cash, but the

Board retains the flexibility to pay some or all of the fees in shares.

Reasonable business expenses are reimbursed or settled on behalf

of Non-Executive Directors and any tax arising in respect of the

reimbursement or settlement of such expenses may also be settled

by the Company.

Should the Company deem it appropriate, additional benefits can

be provided to Non-Executive Directors (e.g. liability insurance).

119Jupiter Fund Management plc Annual Report and Accounts 2023

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REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

REMUNERATION COMMITTEE REPORT CONTINUED

EXECUTIVE DIRECTOR ILLUSTRATIVE PAY SCENARIOS

As required under the relevant regulations, the chart below illustrates how much the current Executive Directors could receive under different

scenarios in the first year of this policy taking effect (2024). The assumptions used for the illustrations are as follows:

Element Assumptions

Fixed remuneration

• Base salary assumed as a full year at the FY24 level.

• Benefits paid at the same level as in 2023 as shown in the single figure table in the Annual

Report on Remuneration (page 129).

• Pension of 15% of base salary.

Annual bonus

• Maximum bonus opportunity of 425% of salary for CEO and 275% of salary for CFOO

(the relevant maximum for 2024).

• For ‘Below threshold’ performance 0% of the maximum is assumed, for ‘Target’

performance 50% of the maximum is assumed and for ‘Maximum’ performance 100% of

the maximum is assumed.

LTIP

• Maximum LTIP opportunity of 320% of salary for CEO (the reduced maximum for 2024)

and 250% of salary for CFOO (the relevant maximum for 2024).

• For ‘Below threshold’ performance 0% of the maximum is assumed, for ‘Target’

performance 50% of the maximum is assumed, for ‘Maximum’ performance 100% of the

maximum is assumed and for ‘Maximum including share price appreciation’ performance

100% of the maximum is assumed as well as a 50% share price growth.

0 1,000 2,000 3,000 4,000 5,000

Maximum

(including share

price appreciation)

Maximum

Target

Below threshold

0 1,000 2,000 3,000 4,000 5,000

Maximum

(including share

price appreciation)

Maximum

Target

Below threshold

Executive Director Illustrative Pay Scenarios

Chief Executive Officer

Chief Financial & Operating Officer

Variable (LTIP)Variable (bonus)Fixed Remuneration

33%43%24%

100%

14%

11%

40%

48%

44%

39%

16%

13%

27%

100%

38%

35%

£543,500

£2,294,250

£4,045,000

£464,000

£1,697,750

£2,931,500

£3,680,563

49%

44% £5,046,688

37%

45%

120

SERVICE AGREEMENTS POLICY

The policy terms and effective dates of the current Executive Directors’ service agreements are summarised below:

Provision Details

Term

Not fixed.

Notice period

12 months’ written notice (CEO) and six months’ written notice (CFOO) from either party,

during which period salary and benefits will be provided but no contractual entitlement to

any bonus payment will accrue or arise.

Service agreement dates

• Matthew Beesley: 27 June 2022

• Wayne Mepham: 13 May 2019

Termination arrangements

No provisions for compensation on early termination, other than those provided by the

position under law. In the event that compensation for early termination is payable, the

Committee’s policy is to seek to keep such compensation to an appropriate level.

There are no specific provisions in the service agreements providing for compensation payable

by the Company on termination without cause or on a change of control of the Company.

Entitlement to benefits (such as pension contributions and private medical insurance)

will not typically continue after termination of employment.

LETTERS OF APPOINTMENT POLICY

The policy terms, effective dates and unexpired terms of the current Non-Executive Directors’ letters of appointment are summarised below:

Provision Details

Term

Up to three years from the date of appointment or renewal date.

Unexpired term (as at 31 December 2023)

• David Cruickshank: 28 months

• Roger Yates: 29 months

• Suzy Neubert: 15 months

• Dale Murray: 9 months

• Karl Sternberg: 17 months

Notice period

Three months’ written notice from either party.

Date of letters of appointment

• David Cruickshank: 26 April 2023

• Roger Yates: 9 May 2023

• Suzy Neubert: 1 March 2022

• Dale Murray: 1 September 2021

• Karl Sternberg: 26 April 2023

Termination arrangements

No provisions for compensation on early termination, other than those provided by the

position under law.

121Jupiter Fund Management plc Annual Report and Accounts 2023

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FINANCIAL

STATEMENTS

OTHER

INFORMATION

REMUNERATION COMMITTEE REPORT CONTINUED

REMUNERATION POLICY TABLE – COMPONENTS OF EXECUTIVE DIRECTOR REMUNERATION

Purpose and link to strategy Operation Maximum opportunity Performance measures

Base salary

Provides an element of ﬁxed remuneration

which reﬂects the size and scope of the role

and the calibre of the individual.

Base salaries are generally reviewed annually and take into account a

range of factors, including:

• size and scope of the role;

• skills, performance and experience of the individual;

• market competitiveness;

• wider market and economic conditions; and

• the level of increases in the wider employee population.

There is no deﬁned monetary maximum. For the Policy period,

the annual salary increases for incumbent Executive Directors

will be typically limited to the average salary increase for

other employees.

Larger increases may be made in appropriate circumstances such

as a signiﬁcant change in the scale, scope or responsibility of a

role, or signiﬁcant market movements.

The annual base salaries for 2023 and 2024 for each Executive

Director are set out in the Annual Report on Remuneration.

• N/A

Pension and

benefits

Provides individuals with market competitive

pension and benefits offering which supports

retention of talent.

Payments are made at a consistent level to all UK employees, either into a

pension plan (for example, into a deﬁned contribution plan or some other

arrangement which the Committee considers to have the same economic

beneﬁt) and/or delivered as a cash allowance of the same equivalent cost

to the Company.

Beneﬁts are typically provided on a consistent basis to all UK employees.

Typical beneﬁts include private medical insurance, life assurance and an

income protection scheme to cover long-term illness.

Pension will be in line with the wider UK workforce, which is

currently 15% of salary.

There is no deﬁned maximum on other benefits. The value of other

beneﬁts will vary year-on-year, depending on factors such as the

third-party provider charges and market conditions. They are set at

a level the Committee considers reasonable in the context of the

local jurisdiction and the individual’s circumstances.

• N/A

Annual bonus

and DBP

The annual bonus rewards corporate

performance and the achievement of

stretching strategic and personal objectives.

The DBP provides a deferral element in the form

of Jupiter shares or fund units. This provides a

strong link to long-term and sustainable value

creation and reinforces retention.

Clawback and malus provisions apply,

to mitigate actions and behaviours outside

Jupiter’s risk appetite.

The Company operates a balanced scorecard approach across a range

of metrics.

At the beginning of each performance year, the Committee agrees a

range of targets for each metric. Multiple factors are considered in setting

targets, including the Board approved budget, market expectations, prior

year achievement, and strategic focus and priorities, as well as the wider

economic landscape.

During the year, the Committee monitors performance against these targets.

After the year end, annual bonus awards are determined based on actual

performance against the balanced scorecard. The overall outcome is not

formulaic; the Committee applies a level of judgement to ensure the

payout levels reﬂect both individual performance and the experience

of shareholders for the year.

Subject to a regulatory requirement to do so, 50% of the non-deferred

bonus is delivered in shares of the Company or fund units, subject to a

six-month holding period. Under the DBP, 50% of the total bonus is

deferred into shares or fund units, vesting annually in equal tranches over

three years, and subject to regulatory requirement, an additional

six-month holding period.

Individual bonus limits (inclusive of any DBP award), expressed as

a percentage of salary, apply per role as follows:

• 425% for the Chief Executive Officer; and

• 300% for the Chief Financial & Operating Officer

Measures and weightings are set by the Committee at the start of each

performance year and will be disclosed prospectively in our Annual

Report on Remuneration. Under the balanced scorecard approach, the

following will also apply:

• At least 65% of the annual bonus award will be based on corporate

quantitative measures. No more than 35% of the annual bonus award

will be based on individual and strategic measures.

• For each corporate quantitative measure, no more than 25% of the

maximum will vest for achievement of the ‘Threshold’ performance

level and 100% of the maximum for achievement of the ‘Maximum’

performance level.

• All variable compensation is subject to a risk and compliance

assessment, under which payments can be reduced, including to zero.

Actual performance, target ranges for objective measures and

commentary for strategic and individual measures will be disclosed

retrospectively in the Annual Report on Remuneration.

All-employee

share plans

Jupiter encourages employee share

ownership and operates an HMRC

tax-advantaged Sharesave Plan and an

HMRC tax-advantaged Share Incentive Plan.

Executive Directors are eligible to participate

in both plans on the same basis as other

UK employees.

Under the Sharesave Plan, employees enter into a three-year savings

contract and are granted linked options over shares in the Company.

The Share Incentive Plan awards take the form of shares in the Company

acquired by employees from pre-tax salary in conjunction with matching

shares awarded. The Company may also award free shares under the plan.

Under the Sharesave and Share Incentive Plan, maximums are as

prescribed by HMRC from time to time.

• N/A

122

REMUNERATION POLICY TABLE – COMPONENTS OF EXECUTIVE DIRECTOR REMUNERATION

Purpose and link to strategy Operation Maximum opportunity Performance measures

Base salary

Provides an element of ﬁxed remuneration

which reﬂects the size and scope of the role

and the calibre of the individual.

Base salaries are generally reviewed annually and take into account a

range of factors, including:

• size and scope of the role;

• skills, performance and experience of the individual;

• market competitiveness;

• wider market and economic conditions; and

• the level of increases in the wider employee population.

There is no deﬁned monetary maximum. For the Policy period,

the annual salary increases for incumbent Executive Directors

will be typically limited to the average salary increase for

other employees.

Larger increases may be made in appropriate circumstances such

as a signiﬁcant change in the scale, scope or responsibility of a

role, or signiﬁcant market movements.

The annual base salaries for 2023 and 2024 for each Executive

Director are set out in the Annual Report on Remuneration.

• N/A

Pension and

benefits

Provides individuals with market competitive

pension and benefits offering which supports

retention of talent.

Payments are made at a consistent level to all UK employees, either into a

pension plan (for example, into a deﬁned contribution plan or some other

arrangement which the Committee considers to have the same economic

beneﬁt) and/or delivered as a cash allowance of the same equivalent cost

to the Company.

Beneﬁts are typically provided on a consistent basis to all UK employees.

Typical beneﬁts include private medical insurance, life assurance and an

income protection scheme to cover long-term illness.

Pension will be in line with the wider UK workforce, which is

currently 15% of salary.

There is no deﬁned maximum on other benefits. The value of other

beneﬁts will vary year-on-year, depending on factors such as the

third-party provider charges and market conditions. They are set at

a level the Committee considers reasonable in the context of the

local jurisdiction and the individual’s circumstances.

• N/A

Annual bonus

and DBP

The annual bonus rewards corporate

performance and the achievement of

stretching strategic and personal objectives.

The DBP provides a deferral element in the form

of Jupiter shares or fund units. This provides a

strong link to long-term and sustainable value

creation and reinforces retention.

Clawback and malus provisions apply,

to mitigate actions and behaviours outside

Jupiter’s risk appetite.

The Company operates a balanced scorecard approach across a range

of metrics.

At the beginning of each performance year, the Committee agrees a

range of targets for each metric. Multiple factors are considered in setting

targets, including the Board approved budget, market expectations, prior

year achievement, and strategic focus and priorities, as well as the wider

economic landscape.

During the year, the Committee monitors performance against these targets.

After the year end, annual bonus awards are determined based on actual

performance against the balanced scorecard. The overall outcome is not

formulaic; the Committee applies a level of judgement to ensure the

payout levels reﬂect both individual performance and the experience

of shareholders for the year.

Subject to a regulatory requirement to do so, 50% of the non-deferred

bonus is delivered in shares of the Company or fund units, subject to a

six-month holding period. Under the DBP, 50% of the total bonus is

deferred into shares or fund units, vesting annually in equal tranches over

three years, and subject to regulatory requirement, an additional

six-month holding period.

Individual bonus limits (inclusive of any DBP award), expressed as

a percentage of salary, apply per role as follows:

• 425% for the Chief Executive Officer; and

• 300% for the Chief Financial & Operating Officer

Measures and weightings are set by the Committee at the start of each

performance year and will be disclosed prospectively in our Annual

Report on Remuneration. Under the balanced scorecard approach, the

following will also apply:

• At least 65% of the annual bonus award will be based on corporate

quantitative measures. No more than 35% of the annual bonus award

will be based on individual and strategic measures.

• For each corporate quantitative measure, no more than 25% of the

maximum will vest for achievement of the ‘Threshold’ performance

level and 100% of the maximum for achievement of the ‘Maximum’

performance level.

• All variable compensation is subject to a risk and compliance

assessment, under which payments can be reduced, including to zero.

Actual performance, target ranges for objective measures and

commentary for strategic and individual measures will be disclosed

retrospectively in the Annual Report on Remuneration.

All-employee

share plans

Jupiter encourages employee share

ownership and operates an HMRC

tax-advantaged Sharesave Plan and an

HMRC tax-advantaged Share Incentive Plan.

Executive Directors are eligible to participate

in both plans on the same basis as other

UK employees.

Under the Sharesave Plan, employees enter into a three-year savings

contract and are granted linked options over shares in the Company.

The Share Incentive Plan awards take the form of shares in the Company

acquired by employees from pre-tax salary in conjunction with matching

shares awarded. The Company may also award free shares under the plan.

Under the Sharesave and Share Incentive Plan, maximums are as

prescribed by HMRC from time to time.

• N/A

123Jupiter Fund Management plc Annual Report and Accounts 2023

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

OTHER

INFORMATION

REMUNERATION COMMITTEE REPORT CONTINUED

NEWLY APPOINTED DIRECTORS

In the event another Executive Director role is created for the Company in future, the maximum variable opportunities (expressed as a percentage

of salary for the new position) under the annual bonus and LTIP will not exceed the percentages shown for the CEO in the summary table above.

LEGACY PAYMENTS

The Committee reserves the right to make any remuneration payments and/or payments for loss of office (including exercising any discretions

available to it in connection with such payments) notwithstanding that they are not in line with the Policy set out above where the terms of the

payment were agreed: (i) before the Policy set out above came into effect, provided that the terms of the payment were consistent with the

shareholder-approved Directors’ Remuneration Policy in force at the time they were agreed; or (ii) at a time when the relevant individual was not a

Director of the Company and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a Director of

the Company. For these purposes, ‘payments’ includes the Committee satisfying awards of variable remuneration and, in relation to an award over

shares, the terms of the payment are ‘agreed’ at the time the award is granted.

REMUNERATION POLICY TABLE – COMPONENTS OF EXECUTIVE DIRECTOR REMUNERATION CONTINUED

Purpose and link to strategy Operation Maximum opportunity Performance measures

LTIP

Provides long-term reward with

awards made on an annual basis.

Encourages long-term outperformance

and reinforces retention.

Clawback and malus provisions apply,

to mitigate actions and behaviours

outside Jupiter’s risk appetite.

At the beginning of the year, the Committee will select the relevant performance

measures and targets, as well as the applicable weighting for each measure.

LTIP awards will typically vest three years from the date of grant with performance

normally measured over a period of at least three financial years, subject to

continued employment and satisfaction of applicable performance conditions.

Awards will be subject to an additional two-year post-vesting holding period,

unless the Committee determines otherwise.

Individual LTIP limits, expressed as a percentage of salary, apply

per role in respect of any one financial year as follows:

• 375% for the Chief Executive Officer; and

• 275% for the Chief Financial & Operating Officer

It is intended that the initial awards granted under this Policy will be

subject to a combination of financial and non-financial measures. The

relevant measures for the FY24 LTIP awards can be found on page 137.

Subsequent awards during the Policy period will be subject to such

combination and weighting of performance measures as are set by the

Committee (at its discretion) at the start of each performance period

and will be disclosed prospectively (to the extent possible) in our

Annual Report on Remuneration. The following will also apply:

• For each quantitative performance measure, no more than 25%

of the maximum will vest for achievement of the ‘Threshold’

performance level and 100% of the maximum for achievement

of the ‘Maximum’ performance level.

• In exceptional circumstances, the Remuneration Committee retains

the discretion to vary or replace a performance condition if an

event occurs that means a performance condition has ceased to be

appropriate, provided that any varied or new performance condition

is, in its opinion, not materially more or less difficult to satisfy.

All variable compensation is subject to a risk and compliance

assessment, under which payments can be reduced, including to zero.

In addition, the LTIP is subject to an underlying business performance

underpin. The Committee will consider the vesting outcome for LTIP

awards against shareholder and client experience over the same

performance period.

Minimum

shareholding

requirements

Ensures long-term interests of

Executive Directors are sufficiently

aligned to those of shareholders.

Executive Directors should normally build up a minimum level of shareholding in

the Company within five years of appointment to the Board or following an

increase in the requirement. This is monitored by the Committee to ensure

Executives make sufficient progress towards the required target.

The Committee has the discretion to adjust the requirement in what it believes are

appropriate circumstances.

Individual minimum shareholding requirements, expressed

as a percentage of salary, apply per role as follows:

• 500% for the Chief Executive Officer; and

• 300% for the Chief Financial & Operating Officer

• N/A

Post-employment

shareholding

requirements

Ensures long-term interests of

departing Executive Directors

are sufficiently aligned to those

of shareholders.

Executive Directors should maintain a minimum shareholding in the Company

during the two years after stepping down from the Board. This requirement can

be amended or waived by the Committee where it is not considered appropriate

in specific circumstances.

Individual post-employment shareholding requirements apply per

role to the lower of the total number of shares counting towards

the requirement that an individual holds at the date of departure

(including any in-flight awards that may vest at a future date) or

the following amounts, expressed as a percentage of salary:

• 500% for the Chief Executive Officer in the first year after stepping

down from the Board, decreasing to 250% in the second year; and

• 300% for the CFOO in the first year after stepping down from the

Board, decreasing to 150% in the second year.

• N/A

124