jll.com
Notice of 2024
Annual Meeting of
Shareholders and
Proxy Statement
Jones Lang LaSalle Incorporated
0
April 12, 2024
Dear Fellow Shareholders:
You are invited to the 2024 Annual Meeting of Shareholders of Jones Lang LaSalle Incorporated which is currently scheduled to take place on Wednesday, May 22, 2024, beginning at 8:00 a.m., Central Time.
Our annual shareholders meeting will be conducted online in a virtual meeting format via live audio webcast. The accompanying 2024 Proxy Statement contains information about attending the 2024 Annual Meeting online. You will not be able to attend the 2024 Annual Meeting physically in person.
At this year's meeting, we will vote on the proposals detailed in the accompanying Proxy Statement.
Meeting attendance and voting
Your vote is very important to us. We genuinely hope you will join us online at our 2024 Annual Meeting of Shareholders. If you are not able to join us, please cast your vote as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet, by telephone or by mail, as promptly as possible.
We expect to mail the Notice of Internet Availability of Proxy Materials to our shareholders on or about April 12, 2024. The proxy materials we furnish on the Internet include our 2024 Proxy Statement and our 2023 Annual Report, which includes our Annual Report on Form 10ટK for the year ended December 31, 2023.
Changes to our Board
On behalf of the Board and JLL, we would like to thank Ann Marie Petach for serving as a Director since 2015. Ms. Petach is not standing for reટelection for another term. Her contributions as a Director, and particularly as the longટserving Chair of the Audit and Risk Committee, were invaluable to the Board and our company.
Finally, we welcome Susan Gore as a firstટtime nominee for Director this year. Ms. Gore is the former Managing Partner of PwC's Global Technology and Information Security organization. Ms. Gore's technology, information security and financial expertise as well as her significant prior experience in advising boards of directors and board committees make her an outstanding addition to the Board.
As always, we appreciate your continued interest in JLL.
Sincerely,
Bo Mehta
Chairman of the Board of Directors
Christian Ulbrich
Chief Executive Officer
1
Notice of 2024 Annual Meeting of Shareholders
|
When |
Virtual Meeting |
Record Date |
|
Wednesday, May 22, 2024 |
Via live audio webcast at |
Shareholders as of |
|
8:00 a.m., Central Time |
www.virtualshareholder |
March 28, 2024 |
|
meeting.com/JLL2024 |
are entitled to vote |
Virtual meeting format
The 2024 Annual Meeting will be conducted online through a live audio webcast. We believe a virtual meeting format facilitates stockholder attendance and enables stockholders to participate fully and equally from any location around the world, at no cost. The accompanying Proxy Statement contains information about attending the 2024 Annual Meeting online. You will not be able to attend the 2024 Annual Meeting physically in person.
Items of business
At the 2024 Annual Meeting of Shareholders of Jones Lang LaSalle Incorporated (JLL or the Company), shareholders will be asked to vote on the following proposals:
- Election of the twelve Director nominees identified in the 2024 Proxy Statement;
- Approval, on an advisory basis, of our executive compensation (known as "sayટonટpay");
- Approval of the Third Amended and Restated 2019 Stock Award and Incentive Plan; and
- Ratification of the appointment of KPMG LLP as JLL's independent registered public accounting firm for the year ending December 31, 2024.
In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement thereof, by or at the direction of the Board of Directors.
Other important information
You can vote if you were a shareholder of record at the close of business on Thursday, March 28, 2024, or if you hold a proxy from such a shareholder. If you are eligible to vote at the virtual 2024 Annual Meeting you will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting via live audio webcast. Shareholders of record may also view the list of registered holders entitled to vote at our 2024 Annual Meeting on the virtual meeting website.
It is important that your shares be represented and voted at the 2024 Annual Meeting. You can vote your shares on the Internet, by telephone or by completing and returning your proxy or voting instruction card. Submitting your proxy by one of these methods will ensure your representation at the 2024 Annual Meeting regardless of whether you attend online.
More information about attending the 2024 Annual Meeting online and voting before and at the meeting is provided on the next page.
We will provide the Notice of Internet Availability of Proxy Materials, electronic delivery of the proxy materials or mailing of the 2024 Proxy Statement, the 2023 Annual Report on Form 10ટK and a proxy card to shareholders beginning on or about April 12, 2024.
By Order of the Board of Directors
Alan K. T
Chief Legal Officer and Corporate Secretary
April 12, 2024
Your Vote Matters: How to Vote
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By phone |
Online before the meeting |
By mail |
Online during the meeting |
|
You can vote your shares by calling |
Go to www.proxyvote.com |
Complete, sign and date the proxy |
Attend our annual meeting virtually by logging into |
|
1ટ800ટ690ટ6903 |
and follow the instructions. |
card, and return it in the enclosed |
the virtual annual meeting website and vote by |
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(tollટfree in the U.S. and Canada). |
postage preટpaid envelope. |
following the instructions provided on the website. |
|
2 |
2024 Proxy Statement |
Attending the 2024 Annual Meeting Webcast
You are entitled to attend the virtual 2024 Annual Meeting online only if you were a shareholder of record at the close of business on Thursday, March 28, 2024-the Record Date-or you hold a valid proxy for the 2024 Annual Meeting.
We encourage you to log into the website and access the 2024 Annual Meeting webcast early. Online access to the 2024 Annual Meeting webcast at www.virtualshareholdermeeting.com/JLL2024 will open at approximately 7:45 a.m., Central Time, on May 22, 2024.
Shareholders of Record (shares are registered in your name)
If you were a shareholder of record of JLL common stock at the close of business on the Record Date, you are eligible to attend the meeting, vote, change a prior vote, and submit questions. To access the meeting, visit www.virtualshareholdermeeting.com/JLL2024 and follow the prompts, which will ask you to enter your 16ટdigit control number. The control number is shown in a box on your proxy card or, if applicable, shown in the Notice of Internet Availability of Proxy Materials.
Beneficial Shareholders (shares are held in the name of a bank, broker, or other institution)
If you were a beneficial shareholder of JLL common stock as of the Record Date (i.e., you hold your shares through a broker or other intermediary), you may submit your voting instructions through your broker or other intermediary. To access the meeting, visit www.virtualshareholdermeeting.com/JLL2024 and use your 16ટdigit control number. You may vote your shares at the meeting or change a prior vote and submit questions. If you are a beneficial shareholder but do not have a control number, you may gain access to the meeting by contacting your broker or by following the instructions included with your proxy materials.
Asking questions
If you are a shareholder of record or a beneficial shareholder, you may submit questions in writing during the meeting through the meeting portal at www.virtualshareholdermeeting.com/JLL2024 using your 16ટdigit control number. We will attempt to answer as many questions as we can during the meeting. Similar questions on the same topic will be answered as a group. Questions related to individual shareholders will be answered separately by our shareholder relations team. Our replies to questions of general interest, including those we are unable to address during the meeting, will be published on our Investor Relations website after the meeting.
Control number
Your 16ટdigit control number appears in a box on your proxy card, in our Notice of Internet Availability of Proxy Materials, or in the instructions that accompanied your proxy materials. If you do not have a 16ટdigit control number, you may gain access to the meeting by contacting your broker or by following the instructions included with your proxy materials.
Technical support
If you encounter any difficulties accessing the virtual meeting during the checkટin or meeting time, please call the phone number displayed on the virtual meeting website on the meeting date.
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2024 Proxy Statement |
3 |
Contents
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Proxy Statement Summary |
10 |
|
Corporate Governance |
15 |
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Proposal 1 - Election of Directors |
16 |
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How we select Directors |
16 |
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Summary of Board nominee experience and skills |
17 |
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Our 2024 Director nominees |
18 |
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Shareholder recommendations |
24 |
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Proxy access |
24 |
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Majority voting |
24 |
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Corporate governance principles and Board matters |
24 |
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Key governance documents and policies |
24 |
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Corporate governance and leadership framework |
25 |
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Enhanced Board oversight over environmental, social, legislative, regulatory and public policy matters |
26 |
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Director independence |
26 |
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Board leadership structure and role of the nonટexecutive chairman in the leadership of the Board |
26 |
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Board meetings and attendance |
27 |
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Board committees |
27 |
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Director orientation and continuing education |
29 |
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Annual Board selfટassessments |
29 |
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The Board's role in enterprise risk oversight |
30 |
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The Board's role in compliance oversight |
30 |
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The Board's role in human capital oversight and diversity, equity and inclusion |
31 |
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The Board's role in information and data security oversight |
31 |
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Shareholder engagement |
32 |
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Corporate sustainability |
32 |
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Communicating with our Board |
33 |
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Review and approval of transactions with interested persons |
34 |
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Prohibition on insider trading, pledging or hedging |
34 |
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Nonટemployee Director compensation |
34 |
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Executive Compensation |
39 |
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Proposal 2 - Advisory approval of executive compensation |
40 |
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Compensation discussion and analysis |
41 |
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Executive summary |
42 |
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How we make compensation decisions |
44 |
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Competitive assessment |
45 |
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2023 Base salary decisions |
47 |
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2023 Annual Incentive Plan |
48 |
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2023 GEB LongટTerm Incentive Plan |
51 |
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Severance arrangements for NEOs |
53 |
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Additional information |
54 |
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Compensation Committee report |
56 |
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Executive compensation tables |
57 |
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Proposal 3 - Approval of the Third Amended and Restated 2019 Stock Award and Incentive Plan |
70 |
4
Contents
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Security Ownership |
79 |
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Audit Matters |
83 |
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Proposal 4 - Ratification of appointment of independent registered public accounting firm |
84 |
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Information about our independent registered public accounting firm |
84 |
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Audit and Risk Committee report |
85 |
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Additional Information |
87 |
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Questions and answers about our 2024 Annual Meeting and voting |
88 |
|
Annexes |
93 |
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Annex A Reconciliation of GAAP and NonટGAAP Financial Measures |
94 |
|
Annex B Pay ratio excluded employees |
98 |
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Annex C Third Amended and Restated 2019 Stock Award and Incentive Plan |
99 |
5
About JLL
Our organizational purpose
We shape the future of real estate for a better world
Who we are
We are a leading professional services firm that specializes in real estate and investment management. We shape the future of real estate for a better world by using the most advanced technology to create rewarding opportunities, amazing spaces and sustainable real estate solutions for our clients, our people and our communities.
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Clients |
Brand |
Technology |
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We continue to enhance our comprehensive |
We continue to strengthen and expand |
We embrace technology to deliver value for |
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service offering to create real value for our |
awareness of our brand beyond the |
our clients, people and shareholders. |
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clients. Guided by our Beyond strategy, we are |
traditional real estate sector, with a focused |
Technology is core to our growth strategy as |
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making continued investments in advanced |
goal in our Beyond strategic vision to reach |
reflected in our significant investments in JLL |
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client relationship management processes |
more CEOs and other senior decision makers. |
Technologies. With a comprehensive portfolio |
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and tools, ensuring we can quickly assemble |
of purposeટbuilt solutions, unparalleled |
|
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the best multidisciplinary teams and expertise |
industry expertise and leadingટedge, |
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tailored to meet each client's requirements. |
ventureટbacked companies, JLL Technologies |
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enables organizations to achieve exceptional |
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building performance, accelerate the path to |
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net zero and optimize spaces for the future of |
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work. |
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People & Values |
Sustainability |
Growth |
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People are at the heart of our business. We |
With the built environment responsible for |
Our Beyond priorities for Clients, Brand, |
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are dedicated to helping our people SEE A |
around 40% of carbon emissions according to |
Technology, People & Values and |
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BRIGHTER WAY by enabling them to explore |
the International Energy Agency, the real |
Sustainability combine to provide an |
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new opportunities, build expertise, create |
estate industry must play a central role in |
integrated strategic vision and platform for |
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longટterm careers, and draw inspiration |
enabling companies, communities and cities |
growth. This vision is supported by our |
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through working with talented colleagues and |
to deliver their net zero goals. More broadly, |
commitment to enhance productivity, |
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clients. Our commitment to promoting and |
ESG is now a major priority for our investor |
optimize sustainable and profitable longટterm |
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achieving true diversity and inclusion is |
and occupier clients who are looking to |
growth, and create value for all of our |
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exemplified by achieving 25% female |
reduce investment risk and increase their |
stakeholders. It embraces our opportunity to |
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representation amongst our top 100 leaders. |
resilience in the face of global social and |
play a leading role in understanding and |
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Our people are committed to the core values |
environmental challenges. JLL has |
guiding the future of work, workplaces and |
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of teamwork, ethics and excellence. These |
established comprehensive global capabilities |
cities, while enabling clients and communities |
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values are the foundation of our organization. |
delivering sustainability advice and solutions |
to deliver on their sustainability targets and |
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Clients, employees, business partners and |
to clients around the world and advocating |
ambitions. It recognizes and leverages the |
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potential recruits are strongly attracted to |
ambitious target setting and delivery to |
vital part continuing innovations in data and |
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these values and to our commitment to |
ensure the real estate industry plays its part in |
technology will play, ensuring JLL has the |
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exemplary standards for ESG, including |
achieving a sustainable global future for all. |
products and dataટdriven insights to lead this |
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ambitious goals and regular transparent |
wave of change. |
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reporting. |
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6 |
2024 Proxy Statement |
About JLL
What we do
We are driven to shape the future of real estate for a better world. We do this by addressing the needs of real estate owners, occupiers and investors, leveraging our deep real estate expertise and experience to provide clients with a full range of services on a local, regional and global scale.
Markets Advisory
Enabling stronger decision
ટmaking with proprietary intelligence We solve clients' complex challenges by combining global market expertise with worldટclass research to identify superior opportunities and inform smarter decisionટmaking.
Capital Markets
Creating a world of opportunity
As a fullટservice global provider of capital solutions, we combine the unique knowledge of our people with cuttingટedge technology to unveil insights.
Work Dynamics
Shaping a better world of work
Our worldટclass team of workplace, facilities and portfolio experts create custom strategies to improve efficiency, optimize performance and shape the future of work through humanટcentric design.
JLL Technologies
Pioneering intelligent real estate Helping organizations transform the way they acquire, manage, operate and experience space for the better through the strategic application of emerging technologies and data capture.
LaSalle
Leading the world of real estate investment management forward
Our trusted advisors partner with leading institutional and individual investors to embrace unseen real estate investment opportunities.
2023 Business highlights
|
Net Income attributable to |
||
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Revenue |
Adjusted EBITDA* |
common shareholders |
|
$20.8 billion |
$938.4 billion |
$225.4 million |
|
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↓ <1% from 2022 |
↓ 21% from 2022 |
↓64 % from 2022 |
|
|
People |
Capital returned |
Investmentટgrade |
|
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106,000 |
to shareholders |
credit ratings |
|
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$62 million |
BBB+ |
Baa1 |
|
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colleagues in over 80 countries |
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as of December 31, 2023 |
via share repurchases |
Standard & Poor's |
Moody's Investors |
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Ratings Services |
Services |
- Adjusted EBITDA is a nonટGAAP financial measure, which is described in more detail in Annex A to this Proxy Statement. See Annex A to this Proxy Statement for a reconciliation of nonટGAAP financial measures to our results as reported under GAAP.
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2024 Proxy Statement |
7 |
About JLL
2023 Revenue Breakdown
|
% |
% |
3.0% |
2.4% |
% |
|||||||
|
% |
20 |
3.2 |
Canada |
France |
2.0 |
||||||
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Markets Advisory |
India |
Singapore |
|||||||||
|
2 |
9 % |
% |
% |
||||||||
|
LaSalle |
Capital |
5.0 |
1.4 |
||||||||
|
1% |
Markets |
Australia |
Japan |
||||||||
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JLLT |
By Segment |
5.4% |
By Country |
11.6% |
|||||||
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Greater China |
Other |
||||||||||
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7.9% |
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United Kingdom |
|||||||||||
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68% |
% |
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Work Dynamics |
58.1 |
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United States |
Human capital
The cornerstone of JLL's human capital strategy is helping our people to thrive in work and life through training and career advancement programs, competitive benefits, incentive offerings and wellટbeing and health and safety programs.
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Diversity, Equity and Inclusion |
+ |
Training and Development |
+ |
Wellટbeing, Health and Safety |
Our vision is for a culture where differences are valued, people feel they belong and authenticity thrives across the communities where we live and work. We enhanced our commitment to DEI by revamping our strategy to focus on talent, culture and clients.
Our Business Resource Groups provided supportive and safe platforms to navigate career development and facilitate networking.
We continued programs to help reduce financial obstacles to the real estate profession through our college loan repayment program and an investment fund to supplement entryટlevel compensation for those with commissionટbased salaries.
Four of our largest ten countries are led by female CEOs.
In 2021, we signed the Commercial Real Estate Women (CREW) Pledge for Action to support the advancement of women in real estate.
In 2023, we redefined our core leadership behaviors and leadership behaviors to drive near and longટterm success.
These behaviors are the foundation for leadership development, leadership performance and talent assessments, succession planning and other talent processes.
Leading the Way is an endટtoટend platform that helps our leaders grow their leadership skills from frontline to executive. It has served over 10,000 employees worldwide with 10 different programs including partnerships with Harvard, Stanford, Cambridge University, IMD Business School and many other prestigious partners.
We continue to upskill our workforce on futureટfocused skills through our JLL Virtual Learning Library. More than 88,000 employees annually have participated in these virtual onટdemand offerings spending an average of 22 hours developing themselves through training.
Nearly 100% of employees with access to online learning took a course, totaling 1.9 million completed courses and 967,000 training hours.
In 2022, we refreshed our JLL wellટbeing framework, consisting of four pillars: physical, mental, financial and inclusion. We provide our people with a comprehensive range of voluntary health programs and services, which are further tailored by country. These offerings include health rewards programs, access to mental health programs, programs for children and family members, JLLટfunded health spending accounts and vendor discounts, such as gyms and childcare providers. With inclusivity at the core of over 200 unique offerings available globally, we strive to ensure that every individual feels valued and supported.
Our global health, safety and environment management system has been certified as compliant to ISO45001 and ISO 14001.
Influenced by our safety vision and education program 'One Team S.A.F.E.R. Together', and initiatives like Global Safety Week, in 2023 we achieved lower than average accident rates per OSHA guidelines. There were zero JLL employee workplace fatalities in 2023.
JLL continues to be committed to providing healthy workplaces for our people, using scienceટbased programs. JLL is developing and transforming its workspaces to be productive, healthy, sustainable, and inclusive. These healthy workspaces are where work gets done for over 30,000 of our office assigned employees around the world.
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8 |
2024 Proxy Statement |
Attachments
Disclaimer
Jones Lang LaSalle Inc. published this content on 11 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2024 13:19:46 UTC.
