Jardine Matheson’s high standards of governance ensure the long-term success of the company and our businesses. The stability provided by our robust governance framework has enabled Jardines to prosper over its almost 200-year history and into the future.
Read our 2024 Corporate Governance Report here.
Jardine Matheson is committed to high standards of governance. Our approach has evolved over many years, taking into account the Group’s size, structure, complexity of our businesses, as well as our long-term strategy.
An important part of strong governance is corporate stability. This is provided by the long-term stewardship of the founding family, together with related and like-minded shareholders who hold a significant proportion of the Company’s shares. This stability, coupled with an effective and robust corporate governance framework, supports the Board in delivering sustainable growth and ensures Jardines continues to uphold the characteristics and values that have enabled the Group to prosper.
Our stakeholders derive significant value from our long-term approach. It is therefore important that we continually adapt to changing circumstances in our markets, evolving stakeholder expectations, and best practices.
As an investment company holding a portfolio of market-leading businesses, we provide strategic direction to our portfolio companies through representatives on their respective boards. This drives long-term growth and value creation for both the individual companies and the Group as a whole.
In parallel, we continue to support our portfolio companies by leveraging the synergies of operating as a unified group. This includes maintaining a strong balance sheet, protecting the Group’s reputation and values, and providing leadership in areas such as sustainability and shared services.
Jardine Matheson Holdings
Jardines’ Board composition and management structure effectively support the operations and strategic growth of the Company and its portfolio companies. This is achieved by combining direct oversight of our own activities with active engagement in its portfolio companies through board representation. This approach establishes shared values, standards, and business relationships across markets, optimising opportunities while respecting the independence and accountability of each portfolio company’s executive team.
The Board’s stable composition and the way it operates enable us to take a long-term view as we seek to grow our business and pursue investment opportunities.
Learn more about the Board and executive management’s composition, detailed in accordance with the UK Listing Rules.
Audit Committee
The Audit Committee’s role is to monitor the effectiveness of the Company’s financial reporting, including ESG and climate-related financial disclosures, systems of internal control, and risk management. The Audit Committee also monitors the integrity of the Company’s external and internal audit processes.
For more information on the Audit Committee, access here
Jardine Matheson is incorporated in Bermuda. The primary listing of the Company’s equity shares is in the Equity Shares (Transition) Category (the ‘Transition Category’) of the Main Market of the London Stock Exchange (the ‘LSE’). The Company also has secondary listings in Singapore and Bermuda. As the Company has only secondary listings on these exchanges, many of the listing rules of such exchanges are not applicable. Instead, the Company must release the same information in Singapore and Bermuda as it is required to release under the rules which apply to it as a result of being listed in the Transition Category on the LSE.
As a company incorporated in Bermuda, the Company is governed by:
The Bermuda Takeover Code for the Company is set out in the Regulations and is based on the UK City Code on Takeovers and Mergers. It provides an orderly framework within which takeover offers can be conducted and the interests of shareholders protected.
Other acquisition mechanisms available under the Bermuda Companies Act include schemes of arrangement and amalgamation and mergers. The Bermuda Companies Act provides a framework within which such procedures can be conducted and the interests of shareholders protected.
The shareholders can amend the Company’s Bye-Laws by way of a special resolution at a general meeting of the Company.
The Company’s listing in the Transition Category of the LSE means that it is bound by many, but not all, of the same rules as companies which fall within the Equity Shares (Commercial Companies) categories (the ‘Commercial Companies Category’) of the LSE, under the UK Listing Rules (as defined below), the Disclosure Guidance and Transparency Rules (the ‘DTRs’) issued by the Financial Conduct Authority of the United Kingdom (the ‘FCA’), the UK Market Abuse Regulation (‘MAR’) and the Prospectus Regulation Rules. This includes rules relating to continuous disclosure, periodic financial reporting, disclosure of interests in shares, market abuse and the publication and content of prospectuses in connection with admission to trading or the offering of securities to the public. In addition, the Company is subject to regulatory oversight from the FCA, as the Company’s principal securities regulator, and is required to comply with the Admission and Disclosure Standards of the Main Market of the LSE.
The Company and its directors are also subject to legislation and regulations in Singapore relating, among other things, to insider dealing.
The Company is not required to comply with the Code, which applies to all UK Commercial Companies Category issuers and sets out the governance principles and provisions expected to be followed by companies subject to the Code. However, the Company does have regard to the Code in developing and implementing its approach to corporate governance and disclosure.
When the shareholders approved the Company’s move to a standard listing from a premium listing in 2014, the Company stated that it intended voluntarily to maintain certain governance principles, which were applicable to it at that time by virtue of its premium listing. As a result, the Company adopted a number of governance principles (the ‘Governance Principles’) based on the applicable requirements for a UK premium listing in 2014, which went further than the standard listing requirements at the time.
The FCA recently reformed the UK listing regime, introducing new UK Listing Rules which came into effect on 29 July 2024 (the ‘UK Listing Rules’), replacing the previous UK premium and standard segments of the Main Market of the LSE with the Commercial Companies Category. As a result of these reforms, the listing of the Company’s equity shares was transferred to the new Transition Category.
Following these changes, the Company has undertaken a review of the Governance Principles, to ensure they remain appropriate and take into account market practice. Following this review, the Board considers that, while the Company continues to have no obligation to comply with the more onerous requirements imposed by its voluntary application of the Governance Principles, it is appropriate to retain them, subject to certain amendments which are appropriate to align more closely with, and have regard to, the UK Listing Rules to which other UK listed companies are subject.
Going forward, the Company intends to have regard to the UK Listing Rules (as in effect on 29 July 2024) applicable to the Commercial Companies Category, when applying the Governance Principles in relation to significant transactions and related party transactions. This means that the key elements of the Governance Principles are now updated as follows:
The Company adheres to a set of Securities Dealing Rules which follow the provisions of MAR with respect to market abuse and disclosure of interests in shares
