Jardine Matheson Annual Report 2025
Creating long-term, sustainable value
Contents
Creating value
Creating value 10
Financials
Financial statements 82
Independent Auditor’s Report 183
Five-year summary 192
Responsibility statements 193
Group offices 194
Governance
Board of Directors 40
Key management 43
Corporate governance 44
Remuneration Report 61
Audit Committee Report 67
Principal Risks and Uncertainties 73
Shareholder information 81
Overview
About Jardines 1
Highlights 2
Our portfolio 4
Leadership statements
Chairman’s statement 6
Chief Executive Officer’s statement 8
Performance
Chief Financial Officer’s statement 12
Portfolio review 18
Sustainability 28
1
Jardine Matheson Annual Report 2025
About Jardines
We ensure highly qualified boards and leadership teams are in place across
the Group, with incentives aligned to driving shareholder value. At the holding
company level, we aim for decisive portfolio management built on disciplined
capital allocation and strong investment expertise.
At Jardines, we value integrity and long-term partnerships. We ensure global best
practices in risk management and governance are embedded across our portfolio,
and coupled with a strong balance sheet with excellent access to low-cost funding
from banks and the capital markets.
Since our founding, Jardines has benefited from the role of family shareholders
who act as long-term stewards of our values and commitments – which includes
embedding sustainability across our portfolio companies and doing right by our
communities for the long term. We are proud to build value for shareholders while
also making a positive contribution to the communities we serve.
the London Stock Exchange and a secondary listing in Singapore.
Jardine Matheson Annual Report 2025
2
HighlightsHighlightsHighlightsHighlights
•
5Y Total Shareholder Return (TSR) 8.8% p.a.
Ω
•
US$4.8bn in capital recycled
#
across the Group in 2025 and US$2.8bn re-invested in portfolio as capital
expenditure in the portfolio
•
JMH parent free cash flow^ up 7% to US$933m
•
Full year dividend 4% higher at US$2.35 per share
•
Underlying net profit* 11% higher at US$1.68bn. Underlying EPS US$5.72, up 9%
•
Reported net profit
§
at US$1.11bn, up US$1.58bn from the prior year. JMH parent company balance sheet
net cash positive
•
Privatisation of Mandarin Oriental completed in January 2026
5YR total shareholder return
(%)
Underlying EPS (US$)
Group capital recycling
#
(US$bn)
JMH parent company net
cash/(borrowings) (US$bn)
8.8%
2025 financial highlights
5YR Total Shareholder Return (%)
2021
2022
2023
2024
2025
3.4
(0.6)
(6.4)
(1.4)
8.8
Underlying net profit (US$ million)
2021
2022
2023
2024
2025
4.83
5.49
5.74
5.24
5.72
2021
2022
2023
2024
2025
2.00
2.15
2.25
2.25
2.35
Underlying EPS
US$4.8bn US$41m
Underlying net profit &
Parent free cash flow
(US$m)
DPS (US$)US$1,681m &
US$933m
Parent free cash flow (US$ million)
2021
2022
2023
2024
2025
1.8
0.2
0.9
0.9
4.8
DPS
2021
2022
2023
2024
2025
(1.2)
(1.4)
(0.9)
(1.3)
0.04
US$2.35
US$5.72
Corporate net borrowings (US$ billion)
Underlying net profit Parent free cash flow
1,681
933
1,513
680
1,584
698
778
875
1,518
1,661
2021
2022
2023
2024
2025
Results summary
2025 2024 Change (%)
5Y TSR (% per annum) 8.8% -0.6% 9.4ppts
Capital recycled
#
across the Group (US$m) 4,777 946 +405
Capital invested across the Group (US$m) (2,801) (2,397) +17
JMH parent free cash flow^ (US$m) 933 875 +7
Full year dividend per share (US$) 2.35 2.25 +4
Underlying profit* attributable to shareholders (US$m) 1,681 1,518 +11
JMH parent net cash/(borrowings) (US$m) 41 (1,312) N/A
Underlying earnings* per share (US$) 5.72 5.24 +9
Revenue (US$m) 34,217 35,779 -4
Profit/(loss) attributable to shareholders (US$m) 1,109 (468) N/A
Earnings/(loss) per share (US$) 3.78 (1.61) N/A
Shareholders’ funds (US$m) 29,033 27,880 +4
Source: Bloomberg, 5Y TSR calculated based on
December volume-weighted coverage price
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Jardine Matheson Annual Report 2025
Overview Leadership statements Creating value Performance Governance Financials
Highlights
Note: % excludes Corporate and other interests
By business By geographyBy sector
46%
14%
11%
12%
9%
4%
4%
Astra
Hongkong Land
DFI Retail
Jardine Pacific
JC&C (excl. Astra)
Zhongsheng
Mandarin Oriental
Underlying net profit by business
25%
22%
16%14%
13%
5%
5%
Motor vehicles
Engineering, heavy equipment,
mining and construction
Property
Retail and restaurants
Financial services
Hotels
Others
47%
27%
6%
10%
5%
5%
Indonesia
Hong Kong & Macau
Other Southeast Asia
Vietnam
Rest of the world
Chinese mainland
Underlying net profit by geography
Portfolio mix (Underlying net profit breakdown)
Total shareholder return (%) Stock price performance
Performance
14.7
(0.6)
0.1
8.8
64.8
7.3
13.6
13.5
1YR
5YR
10YR
25YR
2024 2025
Jardine Matheson MSCI AeJ Index (rebased)
Hang Seng Index (rebased)
202520242023202220212020
20
80
60
40
Sustainability
Rating agency Ranking Jardines ESG performance
S&P Global (CSA)
54
Ranked in the 82nd percentile, well above the industry average for
industrial conglomerates (36).
ISS ESG
Prime
Prime status is awarded to companies with ESG performance above the
sector-specific Prime threshold, indicating strong absolute ESG performance.
Ω
TSR quoted are % p.a. figures, unless otherwise stated.
#
Capital recycling is described on page 15.
^ Recurring dividend income less corporate costs and net financing charges.
* The Group uses ‘underlying net profit’, which refers to underlying profit attributable to shareholders, in its internal financial reporting to distinguish between core business
performance and non-trading items. Management considers this to be a key measure which provides greater understanding of the Group’s underlying business performance of
core business. The comparative figures have been re-presented to include the profit or loss from non-strategic business in non-trading items, as more fully described in Notes 1
and 41 to the financial statements.
§
Represented profit attributable to shareholders.
Jardine Matheson Annual Report 2025
4
Our portfolio
Indonesia-listed diversified conglomerate
Indonesia’s:
• #1 automotive group diversified in manufacturing, auto parts,
export, wholesale and retail distribution
• Major player in heavy equipment distribution, mining
contracting and operations
• Top financial services provider for automotive and domestic
insurance, expanding into digital banking
• Strategic investor in infrastructure and healthcare
Jardines representatives on
Astra’s Board of Commissioners
Ben Keswick
Lincoln Pan
Stephen Gore
Freddy Lee
Anthony Nightingale
Independent Commissioners
representation
30%
Jardines representatives
Adam Keswick
Lincoln Pan
John Witt
INEDs representation
33%
Jardines representatives
Lincoln Pan
Graham Baker
INEDs representation
56%
Leading listed Asian retailer operating well-known brands
across health and beauty, convenience, food, home
furnishings and restaurants
• Strategic focus on sustainably serving Asian consumers
with best-in-class customer proposition while driving
shareholder value
• Operates some 7,600 outlets across 12 markets
• Operates the largest coalition loyalty programme, yuu in
Hong Kong, with over five million members
• Operates under banners including Mannings, Guardian, 7-11,
Wellcome and IKEA
•
A portfolio of diverse high-quality businesses in Asia Pacific
•
Target to deliver stable and sustainable Total Shareholder Returns
•
Committed to active portfolio value creation, talent development, world-class governance
and environmental sustainability
Major listed companies
Major listed property development, investment and
management group in Asia
• Strategic focus to be a leader in management of integrated
commercial properties in Asia’s gateway cities
• Over US$50bn in assets under management
• Ultra-premium mixed-use real estate footprint spans over
1.82 million sq. m. lettable area in operation and
1.57 million sq. m. lettable area under development
• Prime property investments comprise integrated commercial
portfolios in Hong Kong’s Central; Shanghai’s West Bund and
other major mixed use developments in Chinese cities; and
Singapore Central Private Real Estate Fund (SCPREF)
Contribution to
underlying net profit
US$787m
46%
§
5-year TSR
9.8%
Market capitalisation
US$16.22bn
Contribution to
underlying net profit
US$245m
14%
§
5-year TSR
16.0%
Market capitalisation
US$15.00bn
Contribution to
underlying net profit
US$209m
12%
§
5-year TSR
5.1%
Market capitalisation
US$5.35bn
47%
13%
12%
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Jardine Matheson Annual Report 2025
Overview Leadership statements Creating value Performance Governance Financials
Our portfolio
§
% excludes Corporate and other interests
* JC&C’s contribution to underlying net profit excludes contribution from Astra
Award-winning owner and operator of luxury hotels, resorts
and residences in global destinations
• Strategic focus on accelerated portfolio growth, brand
elevation and innovation as an ultra-luxury hospitality brand
• Operates 45 hotels, 15 residences and 36 exceptional homes
in 28 countries and territories
• Over 30 projects in pipeline
Private portfolio
Listed holding company
Jardine Matheson’s 100% owned holding company for
Hong Kong headquarted non-listed businesses. Over 94%
of profit derived from Engineering and Infrastructure
businesses
Engineering and Infrastructure
Gammon | Jadine Schindler | JEC | HACTL
• Portfolio of market leading Engineering & Infrastructure
businesses operating in Hong Kong, Singapore and SEA
Jardine Matheson’s listed holding company for investments
in Astra, Vietnam and SEA auto retailing
Vietnam
THACO | REE
• Leading Vietnamese businesses with diverse industry
exposure across automotive, property development,
agriculture, logistics, power & utilities and engineering services
SEA automotive retail
Cycle & Carriage | Tunas Ridean
• Automotive retail businesses operating in Indonesia,
Singapore and Malaysia
Contribution to
underlying net profit*
US$155m
9%
§
5-year TSR
16.4%
Market capitalisation
US$10.40bn
Contribution to
underlying net profit
US$191m
11%
§
Contribution to
underlying net profit
US$68m
4%
§
4%
11%
8%
Jardines representatives
Freddy Lee
INEDs representation
67%
Jardines representatives
Lincoln Pan
Graham Baker
Elton Chan
Joshua Chetwode
Jardines representatives
Ben Keswick
Adam Keswick
Jardine Matheson Annual Report 2025
6
Chairman’s statement
Ben Keswick
Executive Chairman
Dear shareholders,
In 2025, Jardine Matheson moved ahead at pace with our
strategic repositioning from an owner-operator to an
investment company – as announced in last year’s full year
results statement. Over the last year we have become ever
more focused on delivering value for our shareholders as an
investment company.
I’m delighted to welcome Lincoln Pan to Jardine Matheson,
who has immediately begun the task of driving our strategy
forward. Lincoln formally took on the role of CEO on
1 December 2025, succeeding John Witt who leaves after a
32-year career with the Group. John implemented many of the
early steps of today’s transformation, including strengthening
our portfolio boards and appointing several of our portfolio
company CEOs.
Lincoln’s background in executive leadership and private equity
investing gives him a wealth of expertise in working with
leadership teams across sectors to build successful strategies,
execute M&A, and drive performance – but importantly he is
also a cultural fit, fully aligned with our focus on building bigger,
stronger businesses for the long term. Lincoln will continue to
reshape Jardine Matheson at the centre to ensure we have the
right teams and structures to evolve our portfolio and maximise
shareholder value creation.
Performance summary
Jardine Matheson Holdings (JMH) delivered an improved
performance in 2025. Our heightened focus on shareholder
returns at a time when global investors are looking again at
opportunities in Asia to diversify their holdings resulted in a
strong recovery in JMH’s 5Y TSR. Underlying net profit
increased 11% to US$1.68 billion, the JMH parent free cash
flows were robust and the divestment of low return assets
helped restore the parent company balance sheet to net cash,
providing investment flexibility. We have also increased our
full-year dividend per share by 4% to US$2.35 and will aim to
continue growing it annually going forward.
Macroeconomic conditions
A strength of Jardine Matheson is our highly diversified, stable
portfolio of private and listed assets which gives investors
exposure to well-managed industry leaders across the
Asia Pacific region. We operated amidst significant global and
local macro-economic turmoil in 2025, yet produced excellent
cash flow and results, a benefit of our diversification and
investment in quality management.
In Hong Kong, we are benefiting from renewed energy in
capital markets, resulting in an increase in enquiries and
occupancy in our Central office portfolio. A rebound in luxury
and tourist consumption is also benefiting Hongkong Land,
DFI Retail and Mandarin Oriental. Local mass market
consumption, however, remains soft as deflationary pressure
on wages and consumption put pressure on the restaurant and
consumer segments of our portfolio.
China’s real estate market continues to be an overhang on
consumer sentiment and spend. This, however, presents an
opportunity for Hongkong Land as we push ahead to launch
our landmark investment in Shanghai’s West Bund area.
Westbund Central will be one of very few ultra-grade properties
anywhere in China in the coming years, and initial interest in
commercial and residential options at Westbund Central
is excellent.
The macro environment in Indonesia remains challenging
with softness in middle-class consumption impacting Astra’s
four-wheeler business. We are, however, seeing excellent
growth in our two-wheeler and consumer finance businesses.
Despite headwinds, we remain deeply committed to our long
partnership with Astra and the Indonesian market.
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Jardine Matheson Annual Report 2025
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Chairman’s statement
Governance and sustainability
Another of our strengths is our ability to identify and develop
senior executive teams and world-class boards of directors –
supporting oversight, strategy and succession. In 2025 we
welcomed Ming Lu and Tim Wise, two industry veterans in
financial services, to the JMH Board. Alan Miyasaki, a long-
time investment executive at Blackstone, joined the board and
investment committee of Hongkong Land and earlier in March
this year, Achal Agarwal, a long-time FMCG executive in Asia
with Kimberly Clark and PepsiCo, joined and strengthened
our board and audit committee at DFI Retail. You will see
enhancements coming in our board of commissioners at Astra
as well over the coming quarters.
We continue to build and enhance our management teams
across the Group. We have long-term incentive programmes
for the leadership teams of Hongkong Land, DFI Retail and
Mandarin Oriental tied to TSR. You will see us launch similar
programmes at JMH and Astra in 2026.
We also see our commitment to sustainability as integral to
building resilience across our businesses – fundamentally
linked to how we create superior long-term returns for
stakeholders.
While as an investment company we will focus on governing
primarily through the boards of our companies, the importance
of sustainability has not been diminished – in fact it has
become more central to the standards to which we hold the
leadership teams of our portfolio companies.
Our portfolio companies continue to push ahead with their
efforts to reduce scope 1 and 2 emissions, in line with
established and credible action plans. We are working with our
portfolio companies to set annual targets and committing JMH
and our portfolio to a glidepath of tangible improvement in our
scope 1 and 2 emissions.
Strategy
I have every confidence that our investment company model
is the right one to take us forward and support the enduring
success of the Company – and moreover, that Lincoln is the
right leader to execute this transformation.
Jardines is unique. We are long-term, multi-generational
investors, with strengths that set us apart as an investment
proposition, including leadership, talent development and
succession planning, and our commitment to governance
and sustainability – including world-class risk management –
across our portfolio. Moreover, our strategy remains
underpinned by values that make us who we are: integrity,
a commitment to long-term partnerships, and disciplined capital
allocation as the backbone of how we do business.
Thank you
On behalf of the Board, I would like to thank John Witt for his
many significant contributions to Jardines over the past three
decades and to wish him the very best in his retirement.
I would also like to thank Michael Wu, who stepped down from
the Board in May 2025, for his contribution over many years.
Finally, I would like to express my appreciation to our
colleagues for their dedication in driving the evolution of the
firm, our valued partners for their unwavering support, and of
course to our shareholders for their continued confidence as
we drive our strategy forward.
Jardines delivered an improved performance in 2025,
driven by sustainable growth in underlying earnings and
active capital recycling which resulted in an improved 5Y TSR.
Our efforts to strengthen management teams and boards
across our portfolio, including at Jardine Matheson, has seen
clearer strategies with sustainable earnings improvement
across the portfolio.
Jardine Matheson Annual Report 2025
8
Chief Executive Officer’s
statement
Lincoln Pan
Chief Executive Officer
Dear shareholders,
This is my first statement to shareholders, and I first
and foremost want to extend my thanks to the many
Jardine Matheson investors, colleagues (present and prior),
and long-time partners who have offered ample
encouragement and advice. Importantly, I want to extend
my appreciation to John Witt for his help and support in
transitioning responsibilities over the past nine months.
Two years ago, our Executive Chairman, Ben Keswick, initiated
a transformation process to evolve Jardine Matheson from an
owner-operator to an investment company. Significant steps
have been taken to realise this evolution, starting with
upgrading our portfolio executive teams and boards with
high-quality, respected industry leaders. Five-year TSR has
been established as a principal KPI, and long-term incentive
compensation programmes tied with TSR are and will be in
place across all Jardine Matheson companies. All senior
management, including myself, are required to purchase and
hold meaningful equity in the companies they lead. This has
resulted in greater clarity on portfolio strategy, decisiveness in
strategy, capital recycling and, critically, alignment between
management and all shareholders.
We are now accelerating the evolution of Jardine Matheson
Holdings (JMH) and our role as an investment holding
company. We have stated the vision of becoming an engaged
investor, but what does this actually mean and how will we
measure success? Answering these questions is critical to the
road ahead. We must and will implement our vision with speed
and deliberation.
This summer at our Investor Day, we will lay out in greater
depth our strategy and financial objectives. I will, however,
begin laying out principles which Jardine Matheson will operate
on going forward.
• We will be laser-focused on driving long-term,
sustainable Total Shareholder Return. Our commitment
to shareholders is to deliver a sustainable, top-quartile
TSR supported by improved earnings quality and annual
improvements in dividends per share. We believe that as a
diversified, publicly-traded investment option for investors to
access a well-managed, diversified portfolio in Asia, this is
a compelling and ambitious proposition.
• We will have an active programme to recycle capital,
exiting below-hurdle assets with limited prospects, and
recycling capital toward businesses – existing and new –
that improve our quality of earnings. We will operate with
hurdle rates tailored to our assets and use a group-wide
hurdle rate to guide our investment and exit decisions. We
will exit assets which cannot sustainably deliver our hurdle
rate in an appropriate manner.
• We will principally be a control or lead investor over our
portfolio. Being a Jardine Matheson company must come
with meaning and principles. These include our ability to
appoint and incentivise management, operate with
international standards of board and operational governance
and a commitment to achieving medium- and long-term
environmental objectives.
• We remain committed to developing senior leaders
across our portfolio. Jardine Matheson will increase our
investments in developing senior leaders and building
careers for high-potential business executives and functional
leaders. Key to our people development strategy will be
aligning incentives with long-term TSR and enhancing our
culture of coaching and feedback.
• We will be a lean holding company focused on portfolio
value enhancement and capital recycling. Practically
every resource at Jardine Matheson must be focused on
enhancing value and managing risk in our portfolio and
thoughtful recycling of our capital. Upgrading our talent will
be an absolute priority in 2026.
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Jardine Matheson Annual Report 2025
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Chief Executive Officer’s statement
We will continue to define these principles and our financial
objectives in the coming months. Regardless, we will move
at pace. The macro environment in Asian markets remains
volatile and our capital must be actively defended and
enhanced. It is critical for Jardine Matheson to field the very
best senior executives to support our companies to navigate
our complex markets and to move with speed and agility.
We have, in 2025, begun to implement these principles.
A major milestone was the privatisation of our luxury hotel
group, Mandarin Oriental, eliminating an inefficient listing
structure while releasing significant capital for shareholders by
selling a low returning real estate asset, despite the asset’s
historic association with Jardines. Privatising Mandarin Oriental
will allow our outstanding management team, led by
Laurent Kleitman, to implement his ambitious growth agenda
in a private setting. Importantly, it will create options for
Jardine Matheson to realise greater equity value from our
Mandarin Oriental ownership in the future.
In total in 2025, Jardine Matheson and its portfolio companies
recycled US$4.8 billion in capital, increasing total capital
recycled over the last five years to US$8.6 billion. This included
the divestment of sizable below hurdle-rate return investments
at Hongkong Land, DFI Retail, Mandarin Oriental and
Jardine Cycle & Carriage. This recycling has gone to support
US$0.5 billion of corporate initiatives, including the Mandarin
Oriental privatisation in January 2026, US$2.8 billion in capital
expenditure to support our businesses, and US$1.4 billion
to deleveraging the JMH parent balance sheet. Five-year TSR
at year-end was 8.8% p.a., up markedly from -0.6% p.a. a year
earlier.
We continue to see value in our existing portfolio and, as a
result, supported continuation of Hongkong Land’s share
repurchase programme, and launched buyback programmes
at Astra, United Tractors and JMH.
Underlying net profit improved to US$1.68 billion, a 11%
improvement on 2024, driven by a stable contribution from
Astra, much-improved contributions from DFI Retail and
Jardine Pacific, and substantially lower net corporate costs
at JMH. JMH parent free cash flow increased by 7% to
US$933 million, allowing JMH to increase the proposed
dividend per share (DPS) by US¢10 to US$2.35 per share.
Importantly, the JMH parent company balance sheet returned
to net cash. Investors will see us committing to increasing our
DPS each year and to having vigilant focus on improving
quality of earnings.
Outlook
Following significant capital recycling and simplification
activities in 2025, JMH’s 2026 underlying earnings profile will
exclude a number of items. Principally as they affect EPS,
these are the disposals at DFI Retail, the divestment of
Vinamilk shares and the shift to accounting for Zhongsheng
as an investment rather than an associate, whereby only
dividends will be recognised as underlying earnings.
These items amounted to approximately US¢39 in 2025
underlying net profit per share attributable to shareholders.
In the current uncertain environment globally and in some of
our key markets, we expect 2026 earnings broadly in line with
2025, adjusted for disposals and accounting for Zhongsheng
as noted above. However, with comfortable cash cover and a
resilient portfolio delivering strong returns, we expect the
full-year Jardine Matheson dividend to be at least US$2.45
per share (+4%) for 2026.
We will push ahead in 2026 to implement our vision for
Jardine Matheson as a lean and focused investment company.
You will see us continue to be active in assessing and recycling
capital in our portfolio. You will see us upgrade our senior team
to ensure we put in place outstanding executives, experienced
in Asia to support our portfolio holdings. And while there is no
urgency to do so, we will begin work to build new pillars to
grow Jardine Matheson earnings in the future. There is no
shortage of work ahead.
Thoughtful and deliberate decision-making, commitment to
the long term but never passive, transparent and candid –
these are the principles we want partners and investors to
see every day at Jardine Matheson.
We are beginning to implement a more active JMH capital allocation
strategy, evidenced by the recycling of US$4.8 billion in capital across the
Group in 2025 and our clean parent balance sheet. Our focus in 2026 will
be to continue recycling capital from lower-yielding assets and assets
wedo not control, and to redeploy this capital toward opportunities with
returns above our hurdle rate to enhance and expand our core businesses.
2026 will be an extremely busy and productive year ahead.
Jardine Matheson Annual Report 2025
10
Creating value
How we deliver Total Shareholder Returns
• Group hurdle rate and
target TSR governing all
capital allocation
• Active recycling of
capital toward
businesses – existing
and new – that improve
earnings quality around
scalable, stable assets
• Concentrating resources
against assets we control
and can scale
Ownership with purpose:
• Hiring and developing great
management teams
• Aligning incentives to
5Y TSR and stock ownership
• Independent Boards and
governance process
• Commit to annual targets to
improve carbon emissions
performance
• Resources dedicated to
enhancing value in our
portfolio and thoughtful
recycling of our capital
• Asia-experienced
shareholder
representatives facilitate
timely and deliberate
decision making
Lean, focused
investment
company
Active capital
recycling
Control
investor model
• Targeting sustainable,
top quartile 5Y TSR,
outperforming Asia
benchmarks
• Commitment to grow the
dividend annually
• Focus on value creation
initiatives to drive
portfolio performance
above target TSR
objectives
Clear TSR
commitment
2
Talent development
with aligned
incentives
1
Active, long-term
value creation
3
World-class
governance
4
Delivering
sustainability
improvements
Our strategic vision
We strive to be an outstanding investment vehicle focused on building diverse high-quality
businesses in Asia Pacific delivering sustainable, top quartile Total Shareholder Returns
We do so with a lean organisation committed to:
We prioritise
enduring
partnerships
and do not
sacrifice them for
short-term gains
We focus on the
long-term and
build businesses
that last
We are
focused on
building careers
and developing
outstanding leaders
We always
act with
integrity
Our values
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We are making headway with our Hongkong Land 2035 strategy, streamlining the business to
focus on prime property investments in Asia’s gateway cities and creating lasting shareholder
value. The launch of the Singapore Central Private Real Estate Fund (SCPREF), our first real
estate fund and the largest private real estate fund in Singapore, is an important step toward our
ambition to grow assets under management to US$100 billion by 2035. Across the portfolio,
we saw some notable milestones: HKEX acquired the top nine floors of One Exchange Square,
establishing its permanent headquarters in the heart of Central; we completed the sale of
MCL Land to Sunway Group; and our Shanghai Westbund project continues to make strong
progress. Looking ahead, we are focused on the delivery of Tomorrow’s CENTRAL in
Hong Kong and on pursuing opportunities in other key gateway markets.
Michael Smith
Chief Executive of Hongkong Land
In 2025, the group’s earnings declined mainly due to lower coal prices and a weak new car
market. However, the group’s business performance remained resilient, supported by good
contribution from its other businesses. Looking ahead, while the operating environment of some
of our businesses may remain challenging, we expect overall consumer sentiment to improve.
Astra will remain focused on operational excellence and disciplined capital allocation, leveraging
our strong balance sheet to support sustainable value creation for our stakeholders.
Djony Bunarto Tjondro
President Director of Astra
Updates from our key portfolio companies’ Chief Executives
2025 was a strong year for Mandarin Oriental, reflecting the clarity of our strategy and improving
execution. In line with our aspiration to be the best luxury hospitality operator we achieved a
three-point gain in market share, 10% improvement in like-for-like RevPAR and improved
profitability across the portfolio. We maintained excellence in our service proposition that was
recognised through numerous awards. At the same time, we have been making the investments
in talent, capability and culture needed to deliver our ambitious long-term growth goals.
In 2025, we opened two new hotels and completed three re-brandings, bringing five new
locations into our portfolio. Globally, we now operate 45 hotels, 15 residences, and 36
exceptional homes across 28 countries and territories. We have more than 30 signed hotel and
branded residences projects in the pipeline and look forward to delivering our scaling strategy in
the years ahead.
Laurent Kleitman
Group Chief Executive of Mandarin Oriental
We continue to deliver on our customer-first, people-led, shareholder-driven strategy, guided by
our purpose to sustainably serve Asia for generations with everyday moments. Strengthened by
nearly US$1 billion in strategic divestments, we have significantly strengthened our balance
sheet and enhanced our capacity to invest in higher-return businesses and key growth priorities,
including digital acceleration and Own Brand innovation, while maintaining flexibility to pursue
accretive M&A opportunities. Looking ahead into 2026, we aim to deepen collaboration with our
supplier partners to create greater value for our customers and shareholders.
Scott Price
Group Chief Executive of DFI Retail Group
Jardine Matheson Annual Report 2025
12
The Group’s underlying net profit and underlying earnings per
share (EPS) rose by 11% and 9%, respectively in 2025,
attributable to improved results from most businesses in
particular DFI Retail, Jardine Pacific and Jardine Cycle &
Carriage, a stable contribution from Astra and significantly
reduced corporate costs at Jardine Matheson parent level.
During the year, Jardine Matheson accelerated its
transformation from an owner-operator model to an investment
company, sharpening its focus on total shareholder returns.
This renewed emphasis contributed to a robust 5Y TSR and
strong & growing JMH parent free cash flows.
Revenue
The Group’s revenue of US$33.8 billion in 2025 was 3% less
than last year, principally due to business disposals and the
translation impact of a weaker Indonesian rupiah. Revenue
in the Group’s ongoing businesses at constant exchange rate
(CER) was 1% less than 2024.
Astra’s revenue was down year on year by 5% or 2% lower
at CER due to a slowdown in four-wheeler (4W) sales in its
Automotive business and lower prices in its coal mining
business.
Hongkong Land’s revenue from its Prime Properties
Investment business* decreased by 4% from 2024, primarily
due to lower rental income from the Central Portfolio in Hong
Kong despite a higher rental income in Chinese mainland.
Rental income on the Central Portfolio is temporarily impacted
by the ongoing Landmark renovation.
Jardine Pacific’s auto-related business experienced weaker
sales, mainly due to the cessation of the government’s 1-for-1
replacement scheme in Hong Kong.
Results
Underlying business performance
2025
US$m
2024*
US$m
Revenue 33,817 34,864
Operating profit 3,716 3,924
Net financing charges (448) (554)
Share of results of associates
and joint ventures 1,094 1,100
Profit before tax 4,362 4,470
Tax (797) (826)
Profit after tax 3,565 3,644
Non-controlling interests (1,884) (2,126)
Underlying profit attributable to
shareholders 1,681 1,518
Non-trading items (572) (1,986)
Net profit/(loss) 1,109 (468)
US$ US$
Underlying earnings per share 5.72 5.24
Earnings/(loss) per share 3.78 (1.61)
Chief Financial Officer’s
statement
Graham Baker
Chief Financial Officer
* Following the strategic shift in the business direction to wind down Hongkong Land’s build-to-sell segment, certain operations and assets within this segment have been
identified as non-strategic business in 2025. The profit and loss from the non-strategic business is therefore presented separately from the underlying business performance
and reported within non-trading items. The comparative figures have been re-presented and details as more fully disclosed in notes 1 and 41 to the financial statements.
13
Jardine Matheson Annual Report 2025
Overview Leadership statements Creating value Performance Governance Financials
Chief Financial Officer’s statement
5YR total shareholder return (%)
JMH parent company net cash/(borrowings)
(US$ billion)
Group capital recycling (US$ billion)
5YR total shareholder return
3.4
8.8
2021
2022
2023
2024
2025
(6.4)
(1.4)
(0.6)
Group capital recycling (US$ billion)
1.8
0.2
0.9
0.9
4.8
2021
2022
2023
2024
2025
Value creation
Jardine Cycle & Carriage’s motor operations recorded a 7%
increase in vehicle sales compared to 2024, due to higher
commercial vehicle and used car sales in Singapore.
Mandarin Oriental's subsidiary hotels benefited from robust
demand, recording a 4% increase in revenue with improved
performance seen in Hong Kong, Tokyo and Geneva. These
were offset by the impact from the disposals of Munich and
Paris, where management contracts were retained.
DFI Retail revenue was in line with the prior year. In the
Health and Beauty business, improved performance was seen
across the region, however this was offset by softer sales in
other businesses.
Operating profit
Operating profit from the Group’s subsidiaries, excluding
non-trading items, was US$3,716 million, a decrease of
US$208 million or 5%.
Astra’s underlying operating profit decreased by 10% to
US$2,448 million, reflecting weaker coal prices, a slowdown
in 4W sales and a weaker Indonesian rupiah. This was partly
mitigated by stronger performances in most of the other
businesses, including non-coal mining, financial services
and motorcycles.
Hongkong Land’s underlying operating profit from its Prime
Properties Investment business decreased by US$74 million
to US$619 million, principally due to lower occupancy and
average office rents in Hong Kong and the impact of the
Landmark renovation.
DFI Retail’s underlying operating profit increased by
US$25 million to US$368 million, with good performance in
health and beauty and recovery in home furnishing.
Jardine Cycle & Carriage reported an underlying operating
profit of US$121 million in 2025, US$50 million higher than
2024, reflecting higher earnings from its motor operations and
translation gain on foreign currency corporate loans compared
to a loss in the prior year.
Jardine Pacific reported an underlying operating profit of
US$76 million, US$19 million higher than 2024, following a
turnaround in its consumer businesses.
• 2025 5-year TSR 8.8% p.a., above Jardine Matheson
hurdle rate
• Capital recycling activities accelerating,
US$4.8 billion in 2025, more than last 4 years
combined
• JMH parent company returns net cash, providing
investment flexibility
• US$250 million buyback programme launched
JMH parent company net borrowings (US$ billion)
2021
2022
2023
2024
2025
(1.2)
(1.4)
(0.9)
(1.3)
0.04
Jardine Matheson Annual Report 2025
14
Chief Financial Officer’s statement
Λ
Interest cover is calculated as the sum of underlying operating profit, before deduction of amortisation of right-of-use assets, net of actual lease payments, and the share of
results of associates and joint ventures, divided by net financing charges excluding interest on lease liabilities.
Net financing charges
Net financing charges of US$448 million were US$106 million
below 2024, principally due to lower average net borrowings
during the year. Interest cover^, excluding financial services
companies, increased from 10 times to 13 times in 2025,
reflecting the Group’s prudent approach to financial leverage.
Share of results of associates and joint ventures
The Group’s US$1,094 million share of underlying results of
associates and joint ventures was broadly flat compared
with 2024.
The contribution from DFI Retail’s associates and joint
ventures was US$88 million, an improvement of US$45 million
compared to the prior year, benefiting from the divestment
of its minority stake in Yonghui and a higher contribution
from Maxim’s.
Jardine Pacific’s Engineering and Infrastructure associates and
joint ventures saw encouraging growth of US$19 million as a
number of ongoing projects progressed towards completion.
The contribution from Astra’s associates and joint ventures
decreased by US$67 million during the year to US$569 million,
mainly due to a lower contribution from the nickel business
impacted by lower nickel prices.
The Group’s underlying contribution from Zhongsheng of
US$60 million was US$23 million lower than last year,
reflecting estimated lower new car profits seen in the first
half of the year and based on the lowest recent external
analysts forecasts.
The contribution from Jardine Cycle & Carriage’s associates
and joint ventures was stable at US$114 million. Improved
performance was seen in Thaco, due to a strong result from its
real estate business. REE had higher earnings from the power
generation business together with an increase in JC&C’s
shareholding. However, there were lower contributions from
Tunas Ridean’s consumer finance and automotive operations
and Siam City Cement Public Company Limited (SCCC)
following the disposal in August 2024.
Tax
The underlying effective tax rate for the year was 24%,
which was broadly in line with 2024.
Non-trading items
In 2025, the Group had net non-trading losses attributable to
shareholders of US$572 million. These principally included a
net fair value gain of US$181 million in investment properties,
and impairment of associates of US$756 million, including
impairment against Zhongsheng of US$732 million
(2024: US$277 million).
In 2024, the Group had net non-trading losses attributable to
shareholders of US$1,986 million, which included a net
decrease of US$1,209 million in the fair value of investment
properties, impairment of associates and goodwill of
US$456 million and US$112 million, respectively, sale and
closure of businesses and a loss relating to divestment of an
associate of US$174 million, offset by net gains on the sale of
properties of US$39 million.
Dividends
The Board is recommending a final dividend of US$1.75 per
share for 2025, providing a total annual dividend for 2025 of
US$2.35 per share, 4% higher than 2024. The final dividend
will be payable on 13 May 2026, subject to approval at the
Annual General Meeting to be held on 7 May 2026, to
shareholders on the register of members at the close of
business on 20 March 2026. The dividend will be available
in cash, with a scrip alternative.
Cash flow
Summarised cash flow
2025
US$m
2024
US$m
Cash generated from operations 5,732 5,637
Net interest and other financing
charges paid (460) (551)
Tax paid (937) (1,066)
Dividends from associates and
joint ventures 974 979
Operating activities 5,309 4,999
Capital expenditure and
investments (2,801) (2,397)
Disposals and repayments from
associates and joint ventures 4,894 1,426
Cash flow before financing
activities 7,402 4,028
Principal elements of lease
payments (895) (877)
Other financing activities (2,732) (2,961)
Net increase in cash and cash
equivalents 3,775 190
15
Jardine Matheson Annual Report 2025
Overview Leadership statements Creating value Performance Governance Financials
Chief Financial Officer’s statement
* US$4,777 million (2024: US$946 million) capital recycled across the Group is calculated based on the Group’s cash flow from disposals and repayments from associates and
joint ventures of US$4,894 million (2024: US$1,426 million), excluding repayments from associates and joint ventures of US$273 million (2024: US$259 million), sale of
tangible assets of US$158 million (2024: US$173 million), sale of right-of-use assets of US$8 million (2024: US$16 million), sale of other investments in Astra’s financial
services businesses of US$185 million (2024: US$171 million), and sale of certain investments in Corporate of US$21 million (2024: nil), and adding back the net repayment
from Hongkong Land’s build-to-sell associates and joint ventures post-announcement of the exit of US$291 million (2024: nil), Mandarin Oriental’s sale of a hotel property of
US$117 million (2024: US$105 million), the decrease in holding in a subsidiary of US$120 million (2024: nil), and others of US$34 million in 2024.
Cash inflow from operating activities for the year was
US$5,309 million, compared with US$4,999 million in 2024.
The increase of US$310 million from the prior year was due to
higher cash generated from operations, reduction in tax paid
by Hongkong Land and Astra (as a result of lower earnings)
and lower net financing charges paid.
Capital expenditure and investments for the year,
before disposals, amounted to US$2,801 million
(2024: US$2,397 million). This included the following:
• US$1,170 million for the purchase of tangible assets, which
included US$976 million in Astra (of which US$554 million
was for the acquisition of heavy equipment and machinery
by PT Pamapersada Nusantara), and US$113 million in
DFI Retail for refurbishment of existing stores;
• US$543 million for the purchase of other investments,
including US$529 million in Astra of which US$293 million
represented acquisition of securities in relation to its financial
services businesses, US$195 million for acquisition of bonds,
and US$38 million for the acquisition of PT Medikaloka
Hermina Tbk; and US$11 million in Corporate for capital calls
by Hillhouse Fund V Feeder, L.P.;
• US$339 million for investments in various associates and
joint ventures, primarily Astra’s additional investment in
PT Medikaloka Hermina Tbk of US$173 million and other
investments amounting to US$110 million, and Jardine
Pacific’s Engineering and Infrastructure businesses of
US$37 million; and
• US$278 million for the acquisition of subsidiaries, primarily
Astra’s investment in PT Mega Manunggal Property Tbk,
an industrial and logistics property development company
of US$180 million, PT Pratista Industrial Properti Satu and
PT Pratista Industrial Properti Dua totalling US$76 million,
together with increased interest to 80.2% in PT Supreme
Energy Sriwijaya of US$30 million.
In 2024, the Group’s principal capital expenditure and
investments included:
• US$1,191 million for the purchase of tangible assets, which
included US$966 million in Astra (of which US$629 million
was for the acquisition of heavy equipment and machinery
by PT Pamapersada Nusantara), and US$153 million in
DFI Retail for refurbishment of existing stores;
• US$417 million for the purchase of other investments,
including US$292 million in Astra of which US$288 million
represented acquisition of securities in relation to its financial
services businesses; and US$75 million in Corporate for the
capital calls by Hillhouse Fund V Feeder, L.P.; and
• US$369 million for investments in various associates and
joint ventures, primarily JC&C’s additional investment in
REE of US$98 million, Hongkong Land’s investments of
US$115 million mainly in its Build-to-sell business, most of
which were joint venture projects in the Chinese mainland
(in Chongqing and Nanjing), and in Singapore; and Astra’s
investment in PT Supreme Energy Rantau Dedap of
US$87 million.
The Group also continued to progress its portfolio management
strategy to recycle capital from lower-yielding assets and
assets we do not control. The contribution to the Group’s cash
flow from disposals and repayments from associates and
joint ventures for the year amounted to US$4,894 million*
(2024: US$1,426 million), which principally included:
• US$1,635 million from the sale of associates and joint
ventures, primarily Yonghui and Robinsons Retail totalling
US$897 million in DFI Retail, US$701 million from Hongkong
Land’s divestment of one Tower within its Singapore
Commercial portfolio, and for US$36 million the Miami Hotel
in Mandarin Oriental;
• US$1,258 million from the sale of investment properties,
primarily the top thirteen floors of Mandarin Oriental’s
One Causeway Bay for US$881 million and part payment for
certain floors of Hongkong Land’s One Exchange Square of
US$368 million;
• US$875 million from sale of other investments, primarily
US$429 million and US$228 million from the sale of listed
investments by Corporate and Jardine Cycle & Carriage,
respectively, and investments by Astra’s financial services
businesses of US$185 million; and
• US$687 million proceeds, net of transaction costs, relating
to the sale of Hongkong Land’s Singapore and Malaysia
residential development businesses for US$529 million,
DFI Retail’s Singapore Food business for US$67 million and
Munich Hotel for US$46 million.
Jardine Matheson Annual Report 2025
16
Chief Financial Officer’s statement
Net borrowings* and total equity (US$ billion)
* Excluding net borrowings of Astra’s financial services companies.
2.7
54.6
6.6
58.4
7.5
56.3
55.9
53.3
7.3
8.4
2021
2022
2023
2024
2025
Net borrowings Total equity
The Group’s cash flow from disposals and repayments from
associates and joint ventures in 2024 included principally:
• US$388 million from the sale of associates and joint
ventures, primarily Jardine Cycle & Carriage’s investment in
SCCC of US$344 million;
• US$317 million from the sale of the Mandarin Oriental’s Paris
hotel and the property holding companies in DFI Retail; and
• US$253 million from sale of other investments, primarily
US$171 million from the sale of investments by Astra’s
financial services businesses; and sale of a listed investment
by Corporate for US$82 million.
During the year, the Company also repurchased its own
shares (for cancellation) at a total cost of US$32 million
(2024: US$101 million). Additional shares in portfolio
companies were also purchased. Shares in Jardine Cycle &
Carriage were acquired at a total cost in 2025 of US$49 million
(2024: US$527 million). There were share buybacks in
Hongkong Land at a total cost of US$279 million and at
Astra and its subsidiary, United Tractors, at a total cost of
US$107 million and US$103 million, respectively. These
purchases are recognised as part of financing activities in
the Consolidated Cash Flow Statement.
Treasury policy
The Group manages its exposure to financial risk using a
variety of techniques and instruments. The main objectives are
to limit foreign exchange and interest rate risks to provide a
degree of certainty about costs. Investment of the Group’s
cash resources is managed so as to minimise risk, while
seeking to enhance yield. Appropriate credit guidelines are in
place to manage counterparty risk.
When economically sensible to do so, borrowings are taken in
local currency to hedge foreign exchange exposures on
investments. A portion of borrowings is denominated in fixed
rates. Adequate headroom in committed facilities is maintained
to facilitate the Group’s capacity to pursue new investment
opportunities and to provide some protection against market
uncertainties. Overall, the Group’s funding arrangements are
designed to keep an appropriate balance between equity and
debt from banks and capital markets, both short and long term
in tenor, to give flexibility to develop the business.
The Group’s Treasury operations are managed as cost centres
and are not permitted to undertake speculative transactions
unrelated to underlying financial exposures. Note 43 of the
financial statements summarises the Group’s financial
risk factors.
Funding
The Group is well financed with strong liquidity. Net gearing,
excluding net borrowings relating to Astra’s financial services
companies, was 5% at 31 December 2025, down from 14% at
the end of 2024. This reflects the disposals in the year and
strong cash flows from operating activities. Investment for
long-term growth by portfolio companies remains the Group’s
top capital deployment priority. Net borrowings, on the same
basis, were US$2.7 billion at 31 December 2025, compared
with US$7.3 billion at the end of 2024. Astra’s financial services
companies had net borrowings of US$3.9 billion at the end of
the year, compared with US$3.7 billion at the end of 2024.
At the year end, undrawn committed facilities totalled
US$6.4 billion. In addition, the Group had liquid funds of
US$8.6 billion. During the year, the Group’s total equity
increased by US$1.3 billion to US$54.6 billion.
17
Jardine Matheson Annual Report 2025
Overview Leadership statements Creating value Performance Governance Financials
Chief Financial Officer’s statement
Interest rate*
Currency
Maturity
* Excluding Astra’s financial services companies.
Fixed 49%
51% Floating
Interest rate
USD 10%
Others 19%
41% IDR
30% HKD
Currency
> 5 years 25%
2-5 years 25%
32% < 1 year
18% 1-2 years
Maturity
By geography
By business
Jardine Pacific 4%
Zhongsheng 2%
5%JC&C
(excl. Astra)
DFI Retail 1%
Mandarin Oriental 9%
58% Hongkong Land
21% Astra
#
By business
62% China
Rest of the world 3%
12%
Other
Southeast Asia
Indonesia 23%
By geographical area
The average tenor of the Group’s borrowings at 31 December
2025 was 4.4 years, slightly up from 4.3 years at the end of
2024. 90% of borrowings were non-US dollar denominated,
as shown below, and directly related to the Group’s businesses
in the countries of the currencies concerned. At 31 December
2025, approximately 51% of the Group’s borrowings, exclusive
of Astra’s financial services companies, were at floating rates
and the remaining 49% were at fixed rates, including those
hedged with derivative financial instruments with major
creditworthy financial institutions. 85% of the borrowings for
Astra’s financial services companies were at fixed rates.
Borrowings profile at 31 December 2025
Shareholders’ funds
Shareholders’ funds at 31 December 2025 are analysed below,
by business and by geographical area. There were no
significant changes in either from the prior year.
Principal Risks and Uncertainties
A review of the principal risks and uncertainties facing the
Group is set out on pages 73 to 80.
Accounting policies
The Directors continue to review the appropriateness of the
accounting policies adopted by the Group, having regard to
developments in International Financial Reporting Standards.
The accounting policies adopted in 2025 are consistent with
those of previous year.
Certain financial information of the Group’s listed subsidiaries
presented and referred to in the following individual business
performance section represents the financial information of
each respective business of the Group as reported within their
own Annual Report (100% basis). References to profit
attributable to shareholders are therefore the performance
attributable to the shareholders of the respective business,
which we believe provides the reader a better understanding
of the relevant listed portfolio companies.
Jardine Matheson Annual Report 2025
18
Portfolio review
Astra
Total shareholder return (%) Reported EPS (IDR) DPS (IDR)
Reported EPS
2021
2022
2023
2024
2025
499
715
836
837
810
DPS
2021
2022
2023
2024
2025
239
640
519
406
390
Total shareholder return
0.2
41.4
0.3
9.8
1.0
5.7
16.0
20.6
1 year
5 years
10 years
25 years
2024 2025
• Resilient and stable financial performance and strong
TSR amidst soft economic conditions
• Net income down 3% due to weaker coal prices and
slowdown in 4W sales offset by strong non-coal mining
and steady motorcycle sales
• Robust earnings and strategic progress drive 5Y TSR
9.8% p.a. and 41.4% 1Y TSR
• Buyback programmes started at Astra and United
Tractors
• Astra to focus on cost improvement initiatives amidst a
softer macro environment
Value creation
2025 2024 Change (%)
5Y TSR (%) 9.8% 0.3% 9.5ppts
Reported EPS (IDR) 810 837 -3%
DPS (IDR) 390 406 -4%
Net cash* (IDR$bn) 9,055 9,694 -7%
Net income (IDR$bn) 32,769 33,901 -3%
Contribution to JMH underlying net profit (US$m) 787 808 -3%
* Excluding net debt of financial services companies
IDR figures above are on a 100% Astra basis
Financial highlights
Strategic progress
• Board of Commissioners enhancements to come and
clear leadership succession ongoing
• Forward focus on core automotive, consumer finance
and heavy equipment and mining segments
19
Jardine Matheson Annual Report 2025
Overview Leadership statements Creating value Performance Governance Financials
Portfolio review
Astra in 2025 delivered rupiah denominated net profit of
IDR32.8 trillion, a 3% decline compared to 2024 amidst trade
tensions and softer domestic economic conditions. US dollar
net profit declined 7% due to weakness in the IDR-USD
exchange rate. 2025 saw strong performance in the motorcycle
division, consumer finance and non-coal mining segments,
offset by headwinds in four-wheeler automotive and
coal mining. Astra’s contribution to JMH’s underlying net profit
fell by 3% to US$787 million.
Aligned with our TSR strategy, Astra and United Tractors each
completed an IDR2.0 trillion (US$121 million) share buyback
programme in January 2026. In the same month, they both
announced another tranche of share buybacks of up to
IDR2.0 trillion each, which will continue in Q1 2026. These
programmes reflect confidence in the prospects of Astra and
United Tractors. Astra finished the year with net cash of
IDR9.1 trillion (US$540 million), providing continued flexibility
to fund its strategic priorities.
We are working with Astra on talent management. In 1H 2026
we will announce enhancements to the Astra Board of
Commissioners. Alongside this, executive succession efforts
are ongoing, including the appointment of Amy Hsu as Chief
Financial Officer in January 2026, succeeding SC Chiew.
Importantly, we are working with Astra to implement long-term
incentive arrangements to align compensation with
shareholders’ interests and drive long-term earnings
enhancement.
Astra continues its capital deployment strategy in new growth
sectors with acquisitions completed or signed in non-coal
mining, healthcare and modern logistics infrastructure,
in aggregate deploying IDR10.4 trillion (US$631 million)
against these investments in 2025.
Jardine Matheson remains committed long term to investing in
Indonesia and to supporting Astra’s capital recycling efforts to
drive future growth.
Jardine Matheson Annual Report 2025
20
Portfolio review
Hongkong Land
Underlying EPS
2021
2022
2023
2024*
2025
41.49
34.44
33.15
22.60
20.98
DPS
2021
2022
2023
2024
2025
22.00
22.00
22.00
23.00
25.00
Total shareholder return
45.7
58.8
1.2
16.0
0.1
4.2
8.5
8.8
1 year
5 years
10 years
25 years
2024 2025
Total shareholder return (%) Underlying EPS (US¢) DPS (US¢)
2025 2024* Change (%)
5Y TSR (%) 16% 1.2% 14.8ppts
Net cash/(debt) (US$m) (3,577) (5,088) +30%
Total equity (US$m) 30,833 29,969 +3%
NAV per share (US$) 14.30 13.57 +5%
Underlying net profit (US$m) 458 499 -8%
Contribution to JMH underlying net profit (US$m) 245 265 -8%
Dividend paid to JMH parent (US$m) 271 259 +5%
Figures above are on a 100% Hongkong Land basis
Value creation
• Significant improvement in 5Y TSR as HKL execute
strategy
• US$3.6bn capital recycled at the end of February 2026,
90% of HKL’s 2027 US$4bn target
• Total equity: Central portfolio valuation increases for first
time since 2018
• Strategic progress delivers 58.8% 1Y TSR
• Substantial capital recycling
– Partial disposal of One Exchange Square to HKEX
– Sale of MCL Land
– Wind down of build-to-sell
• Temporary decrease in underlying net profit, impacted
by softer Hong Kong office and Landmark renovation
• 5% increase in dividend paid to JMH parent in line
with HKL’s commitment to grow dividends per share
over time
Financial highlights
Strategic progress
• SCPREF formed with US$6.4bn AUM, a scalable asset
management platform with higher quality of earnings
• ‘Tomorrow’s CENTRAL’ progressing to deliver higher yield
• Over US$330m share buyback invested up to end of
February 2026
* Following the strategic shift in the business direction to wind down the build-to-sell segment, certain operations and assets within this segment have been identified as
non-strategic business in 2025. The profit and loss from the non-strategic business is therefore presented separately from the underlying performance and reported within
non-trading items. The comparative figures have been re-presented.
21
Jardine Matheson Annual Report 2025
Overview Leadership statements Creating value Performance Governance Financials
Portfolio review
Hongkong Land (HKL)’s contribution to JMH’s underlying net
profit decreased by 8% to US$245 million, principally due to
lower average office rentals and the temporary impact of
reduced Hong Kong retail rental income as a result of ongoing
renovation works of the Landmark luxury retail space.
Recurring dividend income received by the JMH parent
increased by 5% to US$271 million, in line with Hongkong
Land’s mid-term strategy and prospects, and consequent
commitment to growing dividends per share over time.
HKL made substantial progress on capital recycling in 2025.
Completed or announced net proceeds recycled as at the end
of February 2026 totalled US$3.6 billion since their new
strategy was announced in October 2024. These include the
partial disposal of One Exchange Square to the Hong Kong
Stock Exchange (US$0.8 billion), the sale of MCL Land
(US$0.7 billion), the recycling from other build-to-sell portfolio
(US$0.8 billion), and the formation of the Singapore Central
Private Real Estate Fund (SCPREF) and resulting disposal of
Hongkong Land’s 33.3% interest in Marina Bay Financial
Centre Tower 3 in Singapore for S$1.7 billion (US$1.3 billion).
This represents 90% of HKL’s target of recycling at least
US$4 billion by the end of 2027.
During the year, the group made considerable progress in
recycling capital from its build-to-sell portfolio, realising some
US$800 million from inventory sales, primarily from the
Chinese mainland.
In February 2026, HKL announced the establishment of
SCPREF, its first private real estate fund. The new fund has
more than US$6.4 billion of assets under management,
with Qatar Investment Authority and APG Asset Management
as founding investors. SCPREF was seeded with some of
Singapore’s highest-quality commercial real estate assets,
including equity interests in One Raffles Quay, Marina Bay
Financial Centre Towers 1 and 2, One Raffles Link and
Asia Square Tower 1.
SCPREF represents a significant milestone in the execution of
HKL’s strategy to build a scalable third-party capital platform,
broadening HKL’s investor base and diversifying income
through fee-based revenues. As the manager of SCPREF,
HKL intends to pursue growth opportunities in prime
commercial properties – focusing on Singapore’s key business
districts – in a more capital-efficient manner. This is an
example of both Jardine Matheson supporting our portfolio
companies to enhance quality of earnings, and the portfolio
company leadership team executing new strategies at pace.
Michael Smith and his management team are bringing
outstanding innovation and creativity to the business.
Jardine Matheson Annual Report 2025
22
Portfolio review
DFI Retail Group
• 5Y TSR rebound from earnings improvement and cash
return to shareholders
• Underlying net profit increased 35%. Improved result
from associates following Yonghui disposal, good
performance in H&B, and recovery in Home
• 114 new locations opened across 12 markets
• Decisive portfolio actions drive 93.6% 1Y TSR
Disposals of:
– Yonghui Superstores, Feb 2025
– Robinsons Retail, May 2025
– Singapore Food, Dec 2025
• Recurring dividend income to JMH parent increased
by 24%
• US$465m special dividend paid to JMH parent in 2025
• Finished year net cash position, providing capacity to
fund strategic priorities
Financial highlights
Strategic progress
• US$600m special dividend
• 70% dividend payout ratio
• Announced mid-term target: US$310-350m underlying
net profit by 2028
Underlying EPS
2021
2022
2023
2024
2025
7.73
2.14
11.49
14.91
20.05
DPS
2021
2022
2023
2024
2025
9.50
3.00
8.00
10.50
14.00
Total shareholder return
11.4
93.6
(13.1)
5.1
(9.7)
0.4
8.1
15.0
1 year
5 years
10 years
25 years
2024 2025
Total shareholder return (%) Underlying EPS (US¢) DPS (US¢)
Value creation
2025 2024 Change (%)
5Y TSR (%) 5.1% -13.1% 18.2ppts
Net cash/(debt) (US$m) 70 (468) N/A
Underlying net profit (US$m) 270 201 +35%
Contribution to JMH underlying net profit (US$m) 209 155 +35%
Ordinary dividend paid to JMH parent (US$m) 110 89 +24%
Special dividend paid to JMH parent (US$m) 465 – N/A
Figures above are on a 100% DFI Retail basis
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Portfolio review
DFI Retail (DFI)’s contribution to JMH’s underlying net profit
increased to US$209 million in 2025, a 35% increase
compared to the prior year. This strong performance was
driven by improved margins and proactive portfolio actions.
Recurring dividend income received by JMH parent increased
by 24% to US$110 million. A special dividend of US$465 million
was also received following divestments. DFI finished the year
in a net cash position, providing it with investment capacity for
its future strategic priorities.
DFI completed the divestments of low yielding, minority stakes
in Yonghui and Robinsons Retail, as well as its Singapore
Food business, enabling reinvestment in its core segments.
This approach, combined with a sharpened focus on retail
excellence and a strengthened balance sheet, delivered a
one-year TSR exceeding 90% in 2025. Scott Price and his
leadership team have brought outstanding execution focus and
discipline to DFI operations in challenging market conditions.
Jardine Matheson Annual Report 2025
24
Portfolio review
Total shareholder return
14.7
95.2
0.3
13.5
2.6
9.9
6.5
9.5
1 year
5 years
10 years
25 years
2024 2025
Underlying EPS
2021
2022
2023
2024
2025
8
81
75
78
(68)
DPS
2021
2022
2023
2024
2025
0
0
15
52
56
Total shareholder return (%) Underlying net profit (US$m) Recurring dividends paid to
JardineMatheson (US$m)
Value creation
2025 2024 Change (%)
5Y TSR (%) 13.5% 0.3% 13.2ppts
Net cash/(debt) (US$m) 856 (93) N/A
Underlying net profit (US$m) 78 75 +4%
Contribution to JMH underlying net profit (US$m) 68 63 +8%
Dividend paid to JMH parent (US$m) 56 52 +8%
Figures above are on a 100% Mandarin Oriental basis
Mandarin Oriental
• 5Y TSR 13.5% p.a., supported by the privatisation
• Year-end US$856m net cash following disposal of
13 floors of One Causeway Bay
• Special dividend of US$758m paid in January 2026.
JMH parent received US$668m
• Five new locations under management contracts
opened in 2025
• Privatisation to acquire remaining 11.96% shares of MO
– Allows JMH to grow MO in private market and
maximise potential
– Fair offer approved by 99.76% of independent
shareholder votes
• Underlying net profit up 4% with higher contributions
from Hong Kong and Tokyo
• More than 30 projects in the pipeline
Financial highlights
Strategic progress
• Capital recycling
– MO completed sale of 13 floors of One Causeway Bay
for US$925m
– MO paid US$758m special dividend
• JMH portfolio simplification
– Simplified holding structure
– MO continues to benefit from Jardines’ reputation and
balance sheet
25
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Overview Leadership statements Creating value Performance Governance Financials
Portfolio review
The underlying net profit contribution from Mandarin Oriental
(MO) increased by 8% to US$68 million compared to the prior
year, driven by higher contribution from Hong Kong and Tokyo.
MO’s strong earnings enabled it to continue to invest in its
long-term growth strategy. In 2025, MO opened two new hotels
and completed three re-brandings, bringing five new locations
into its portfolio. Globally, MO now operates 45 hotels,
15 residences, and 36 exceptional homes across 28 countries
and territories. MO also has more than 30 signed hotel and
branded residences projects in the pipeline.
In December, MO completed the sale of 13 floors of its newly
completed Grade A commercial building, One Causeway Bay,
to Alibaba Group and Ant Group. The proceeds were used to
pay a special dividend of US$0.60 per MO share in January
2026, with JMH parent receiving US$668 million. JMH used
part of the proceeds to acquire the remaining 11.96% of
MO’s shares it did not already own. JMH will continue to
opportunistically review the assets owned by MO for
capital recycling.
Jardine Matheson Annual Report 2025
26
Portfolio review
Jardine Pacific reported higher underlying net profit of
US$191 million after corporate costs, up US$42 million
compared to the previous year. The Engineering &
Infrastructure businesses reported a 10% increase in
Recurring dividends paid to Jardine Matheson
2021
2022
2023
2024
2025
155
155
150
170
170
Return on average shareholders’ funds
2021
2022
2023
2024
2025
44.5
42.2
41.1
44.1
54.9
Underlying profit
2021
2022
2023
2024
2025
183
185
166
157
203
#
Excluding disposed businesses.
Return on average shareholders’ funds
(excluding corporate & other
interests) (%)
Underlying net profit
#
(excluding corporate & other
interests) (US$m)
Recurring dividends paid to
JardineMatheson (US$m)
Value creation
2025 2024 Change (%)
Engineering and infrastructure businesses (US$m) 195 177 +10%
Others (US$m) (4) (28) +85%
Underlying net profit (US$m) 191 149 +28%
Dividend paid to JMH parent (US$m) 170 170 –
Figures above are on a 100% Jardine Pacific basis
• Encouraging growth from Engineering and Infrastructure
businesses
• Provide important source of recurring cash flows to
JMH parent
Financial highlights
underlying net profit to US$195 million compared to the
previous year, while the consumer businesses saw a significant
recovery. Recurring dividend received by JMH parent from
Jardine Pacific was US$170 million.
Jardine Pacific
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Overview Leadership statements Creating value Performance Governance Financials
Portfolio review
Underlying EPS
2021
2022
2023
2024
2025
199
277
294
279
281
DPS
2021
2022
2023
2024
2025
80
111
118
112
113
Total shareholder return
5.5
23.7
3.5
16.4
0.3
3.8
11.2
14.7
1 year
5 years
10 years
25 years
2024 2025
Total shareholder return (%) Underlying EPS (US¢) DPS (US¢)
Including Astra, Jardine Cycle & Carriage (JC&C)’s
contribution to JMH’s underlying net profit increased by 4%
to US$942 million. Excluding Astra, JC&C contributed
US$155 million to JMH’s underlying net profit, up 56% due to
a higher contribution from the Vietnam businesses, foreign
exchange gains and lower financing costs at the JC&C
corporate level improved JC&C’s overall profitability.
Value creation
2025 2024 Change (%)
5Y TSR (%) 16.4% 3.5% 12.9ppts
Underlying net profit (US$m) 1,110 1,102 +1%
Underlying net profit (excluding Astra) (US$m) 183 109 +68%
Contribution to JMH underlying net profit (excluding Astra) (US$m) 155 99 +56%
Dividend paid to JMH parent (US$m) 376 376 –
Net debt (excluding Astra) (US$m) (584) (835) -30%
Figures above are on a 100% Jardine Cycle & Carriage basis
• Underlying net profit up 1% to US$1,110m • Excluding Astra, underlying net profit up 68% to
US$183m
Financial highlights
In December 2025, JC&C divested 4.6% of its shares in
Vinamilk for US$228 million, reducing its shareholding to 6.0%.
On 26 February 2026, JC&C sold a further 3.5% interest in
Vinamilk for approximately US$188 million. JC&C’s parent
company net debt finished the year US$239 million lower at
US$577 million.
Jardine Cycle & Carriage
Jardine Matheson Annual Report 2025
28
Building Towards 2030
From the outset, Jardines has applied a long-term perspective
to growth, building resilience in our portfolio and thriving with
the communities we serve. We see sustainability as a strategic
driver of long-term value.
Our sustainability strategy, Building Towards 2030, structures
the Group’s response to social and environmental megatrends
affecting the outlook of our portfolio companies and the
communities they serve. Each portfolio company develops
its own sustainability agenda, aligned with the Jardines
framework, and tailored to the unique characteristics of their
respective industries, geographies and operating context.
This approach ensures that sustainability is not only
consistent across the Group but also relevant and impactful
within individual sectors and our portfolio companies’
local geographies.
The strategy has nine focus areas across three strategic
pillars: Leading Climate Action, Driving Responsible
Consumption and Shaping Social Inclusion. It is aligned with
five of the 17 United Nations Sustainable Development Goals
(UNSDGs).
Sustainability governance at the Company
Integrating sustainability within our existing corporate
governance structure enables strategic oversight,
accountability and necessary reporting. The Company’s Board
and Audit Committee, which have oversight of sustainability
matters, are supported by day-to-day supervision by senior
management. This structure is complemented by strong
engagement with portfolio companies through the
Sustainability Leadership Council (SLC) – which brings
together the chief executives of our principal companies and
Jardine Matheson directors and senior executives – as well as
by working groups focused on each pillar of our sustainability
strategy. Jardine Matheson’s Sustainability team works
closely with all sustainability representatives from across our
portfolio companies.
The Company Board
Sustainability is a regular agenda item at the Company Board
and the boards of our portfolio companies. Items including
progress on sustainability objectives and targets, ESG data
performance, ESG ratings and upcoming priorities were
reported to the Board in 2025.
Jardines’ representatives on the boards of our portfolio
companies emphasise the strategic significance of
sustainability to Jardines, ensuring that our commitment to
sustainability, including climate action, is consistent across the
Group and informs major business decisions. For details of the
Board composition and responsibilities, please refer to the
Corporate Governance section of this Report.
The Company Audit Committee
The Company Audit Committee supports the Board in
overseeing and evaluating the Group’s principal risks and
uncertainties, including climate risks. The Audit Committee also
reviews independent external assurance in respect of the key
sustainability metrics which measure the Group’s sustainability
strategy, initiatives and goals, as disclosed in the Company’s
annual Sustainability Report.
We have strengthened the governance of ESG data and the
climate risk management reporting process at the Audit
Committee. This ensures that ESG data, along with
sustainability and climate risks, are reported and discussed at
the committee level before publication. The upcoming IFRS
sustainability-related financial disclosure requirements, along
with the preparation plans for compliance, were presented to
the Audit Committee in 2025.
For details of the Audit Committee’s role and responsibilities,
please refer to the Audit Committee section of this Report.
Sustainability
29
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Overview Leadership statements Creating value Performance Governance Financials
Sustainability
Health
Education
LivelihoodNature
Plastic
Food
Carbon
Risk
Leading climate
action
Driving responsible
consumption
Shaping social
inclusion
Resilience
Sustainability team
The Jardines Sustainability team supports the integration of
sustainability considerations into the Group’s broader business
strategies and operations, and provides ongoing advice and
support to the portfolio companies. Collaborating closely with
various stakeholders, the team also implements sustainability
initiatives and sets appropriate and relevant ESG metrics and
targets to track progress on material ESG issues. Sustainability
trends are regularly monitored and are incorporated into the
Group’s approach to ratings, reporting and disclosures.
Engaging the portfolio companies
The boards of the portfolio companies are responsible for
overseeing their sustainability strategies, which are aligned
with the Group’s overall framework. The leadership of each
of the portfolio companies should also establish appropriate
sustainability metrics and targets, reporting progress on
material issues to their respective boards.
The audit committees are responsible for sustainability and
climate-related risk management, as part of the enterprise risk
management process. They also have oversight of ESG data
performance and its assurance process, if applicable.
Sustainability Leadership Council
The SLC is led by Jardine Matheson Executive Chairman,
Ben Keswick. It currently comprises more than 20 members
including Jardine Matheson’s Chief Executive Officer,
Executive and non-Executive Directors, chief executives of
the portfolio companies and the heads of relevant functions.
Meeting twice annually, the SLC serves as a collaboration
platform for senior management across the portfolio to align
and coordinate the Group’s sustainability efforts, embedding
sustainability as a strategic value driver, while ensuring
consistent integration of sustainability considerations into
corporate policies and business operations.
Jardine Matheson Annual Report 2025
30
Sustainability
Sustainability Working Groups
Designated working groups support each pillar of the Group’s
sustainability strategy. They comprise of the Jardine Matheson
Sustainability team and colleagues from portfolio companies
who are responsible for driving the various aspects of their
sustainability agendas within their organisations. The working
groups seek to identify, develop and recommend initiatives
which will create synergies and strengthen cohesion and
cooperation among the portfolio companies.
Stakeholder engagement and materiality
assessment
We engage regularly with stakeholders to communicate our
sustainability ambitions and progress, gather feedback to
understand perspectives and expectations on key issues,
and inform on our strategy, performance and disclosures.
We conduct peer benchmarking and keep abreast of the latest
global reporting standards and environmental and social
megatrends material to the Group. This helps us continuously
review and enhance our sustainability strategy.
Climate action
With the Group’s support, guidance and oversight, our portfolio
companies continue to build climate resilience and execute
their strategies.
Governance
The Jardine Matheson Board is responsible for the overall
strategic aims and objectives of the Company. A Sustainability
update is an agenda item at Board meetings at least once a
year when the Board is informed about climate-related issues,
including climate-related strategy, decarbonisation targets,
initiatives and progress, challenges and opportunities.
Review of climate risks and opportunities is an integral part of
the Group’s risk management process. Climate change is
considered as one of our Principal Risks and Uncertainties.
Potential consequences of major types of climate risks and
opportunities faced by the Group and their latest developments
and progress of mitigation measures, are reported to the Audit
Committee bi-annually, and reviewed by the Board. Listed
subsidiaries also present climate risks, as well as the results
of integration of climate risks into existing enterprise risk
management process to their audit committees.
Remark:
For details of the Risk Governance Structure, please refer to the Risk Management and Internal Control section.
The Company Board
Boards of portfolio companies
The Boards/Committees Operational team/working groups
Report
Oversee/
support
The dotted line indicates that the SLC does not directly report to the Board and boards of
the portfolio companies. However, executive management of the Company and our
portfolio companies (who are SLC members) report to their respective boards.
Sustainability Leadership Council (SLC)
Climate Action
Working Group
Responsible
Consumption
Working Group
Social Inclusion
Working Group
Sustainability
Portfolio companies Audit Committees/
Risk Management and
Compliance Committees
The Company
Audit Committee
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Overview Leadership statements Creating value Performance Governance Financials
Sustainability
The Company and portfolio companies’ senior representatives
provide corresponding updates on sustainability strategy to
their respective boards. The Jardines Sustainability team, led
by the Head of Corporate Affairs and Sustainability, supports
the Company Board in developing the overall sustainability
strategy and related initiatives.
Strategy
Our Group commitment to climate action is set out in the Group
Climate Change Policy. The policy outlines the principles that
steer the Group and our portfolio companies to build resilience
to climate change impacts and the transition to a low-carbon
economy. As a responsible Asia-based investment company
we want to contribute to an orderly and equitable transition.
Jardines has published a commitment to Supporting a Just
Energy Transition, affirming our goals of scaling up
investments in renewable energy and adjacent innovations,
diversifying into non-coal mineral mining and not investing in
new coal mines or coal-fired power plants.
We have been engaged in an ongoing exercise to identify and
analyse material climate risks and opportunities across the
portfolio under different climate scenarios in three time
horizons: short-term (within three years), medium-term (four to
ten years) and long-term (beyond ten years). These time
horizons are longer than the horizons adopted in assessment
of broader enterprise risks as climate risks may materialise
over a longer time horizon compared to other principal risks.
In 2021, we completed a study of physical risks likely to have a
material impact on the Group’s significant assets, evaluating
potential asset damage and business interruption. We
analysed the exposure and impact of both acute
1
and chronic
2
hazards on more than 800 assets across our portfolio
companies in 22 countries and regions. These assets
represented the most significant operations, in terms of
revenue, net asset value or strategic location. The study was
conducted utilising three Representative Concentration
Pathways (RCPs), presenting low-emissions, medium-
emissions, and high-emissions scenarios. The scenarios are
adopted and standardised by the Intergovernmental Panel on
Climate Change (IPCC)
3
, enabling us to compare our climate
risks across three plausible climate outcomes.
In 2022, Jardines initiated an assessment of transition risks
which might impact our portfolio companies. The exercise
aimed to develop a consistent set of scenarios and
assumptions for risk assessment, setting the foundation for a
robust methodology which would result in comparable
outcomes across the portfolio. Two consolidated scenarios
were developed based on internationally recognised data sets
4
to allow for a systematic analysis of two contrasting sets of
political, technological, and socio-economic parameters,
thereby understanding our resilience to various extremes:
Low-emissions scenario High-emissions scenario
• Global warming is limited
to well below 2°C
• Rapid coordinated global
response to climate
change
• Implementation of strict
climate policies
• Active decarbonisation
of businesses
• High consumer
awareness of climate
change
• Global warming is on track
to reach at least 3.3°C
• No significant acceleration
and climate action from
currently announced
policies
• Slow investment in climate
transition
• Lack of consumer
awareness of climate
change
These scenarios will be periodically refreshed to align with
climate science updates and significant changes in our
operating environments. We have reviewed the policy and
regulatory changes, analysed the impact on our portfolio
companies, and concluded that a full reassessment of climate
scenarios is not yet necessary.
The assessment produced distinct transition risk heat maps for
the High-emissions and Low-emissions scenarios, identifying
the critical impact of transition risk drivers across the diverse
sectors of our portfolio companies in their most material
geographic regions, based on revenue and/ or strategic value.
A number of sector-specific mitigation planning workshops
have been conducted to equip the portfolio companies with the
knowledge and resources for climate resilience.
Currently, we are unable to quantify the financial effects of
the climate risks and opportunities because the effects are
interconnected with those of existing business risks rather than
being separately identifiable. The financial impact is also
subject to a high level of estimation uncertainty as reliable data
in the market is still lacking.
1
Acute hazards include landslide, rainfall flood, river flood, storm surge and typhoon.
2
Chronic hazards include extreme heat, snow melt, drought and sea level rise.
3
RCP 2.6 represents a low-emission scenario, RCP 4.5 represents a medium-emission scenario and RCP 8.5 represents a high-emission scenario.
4
Scenarios are based on the IPCC RCP 2.6, 8.5, SSP1 & SSP5, the Network for Greening the Financial System (‘NGFS’) Orderly Pathways & Hot house World, and the
International Energy Agency (‘IEA)’ Sustainable Development Scenario & Stated Policy Scenario, supplemented by additional research to reflect the unique regional context.
Jardine Matheson Annual Report 2025
32
Sustainability
Physical risks under the high-emissions scenario
The assessment of physical risks was based on the assumptions where there is a higher warming outcome due to delay in climate
change mitigation, leading to more frequent and severe physical impacts to our portfolio. The financial impacts of physical risks are
anticipated to be more significant in the high-emissions scenario.
Physical risks Impacted portfolio
and time horizon
Potential financial impacts Portfolio-level mitigation/adaption
measures
Typhoons/
cyclones
Severity, as
measured by
wind speed, is
increasing in the
Chinese
mainland,
Hong Kong,
Indonesia,
Vietnam, and
the Philippines.
More frequent and
destructive
typhoons impact
Astra, Hongkong
Land, DFI Retail,
JC&C, some
Mandarin Oriental
hotels and Jardine
Pacific.
Expected onset:
short to medium
term
• Increased healthcare and injury-related
costs due to the safety risk.
• Write-offs of assets or increased cost
of replacement and repair due to
asset damage
• Increased capital investments for
adaptive infrastructure.
• Increased direct cost due to volatility in
freight charges during closure in
logistics facilities, price fluctuation
driven by failure in production suffered
by suppliers, or extra storage costs due
to disruption in outbound logistics.
• Delayed project delivery or reduced
service level due to disruption in
inbound logistics and transportation.
• Reduced revenue due to shop
closures, shortage of critical materials
or services resulting from damage to
critical infrastructure.
• Increased insurance premiums, due to
a greater occurrence of claims.
• Execute precautionary protocols for
typhoons and heavy rain (such as
clearing drainage and deploying flood
barriers), and maintain designated
teams for emergency.
• Conduct physical risk assessments
(such as geographical flood plain
analyses) before committing to new
locations to inform project design and
equipment selection.
• Incorporate higher safety margins
and adopt smart, digital and
biotechnologies to fortify buildings.
• Localise and diversify supply chains for
critical materials and product offerings
to enhance supply chain resilience.
• Regular check up with logistics and
distribution centres for the storage
condition and delivery arrangement.
• Conduct periodic drills on emergency
response and business continuity
plans.
• Collaborate with government bodies
regarding flood defences and
restoration of natural barriers.
• Maintain comprehensive insurance
coverage for asset damage and
business interruption.
Rainfall
flooding
Severity, as
measured by
flood depth, is
expected to
increase across
Asia.
More frequent and
extreme rainfall
flooding impact our
low-lying and flood
vulnerable major
assets in Astra,
Hongkong Land,
DFI Retail, JC&C,
some Mandarin
Oriental hotels and
Jardine Pacific.
Expected onset:
short to medium
term
33
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Sustainability
Physical risks Impacted portfolio
and time horizon
Potential financial impacts Portfolio-level mitigation/adaption
measures
Extreme heat
Measured by the
combined
impact of
temperature and
humidity, heat is
forecasted to
increase in the
period to 2030
across Asia.
Higher latitudes
are expected to
be most
adversely
affected.
Increased ambient
temperatures, more
frequent heatwaves
and extending dry
seasons mostly
impact Astra,
Hongkong Land,
DFI Retail, JC&C
and Jardine Pacific.
Expected onset:
medium to long
term
• Increased capital investments for
adaptive infrastructure.
• Write-offs or increased maintenance
costs for assets.
• Increased risk of damage in facilities
and equipment, inventory and threats
to employees due to higher potential of
fires and explosions.
• Increased direct material costs due to
price increase driven by yield reduction,
or spoilage of perishable food and
pharmaceutical goods.
• Increased air-conditioning operating
and maintenance costs to maintain
thermal comfort and optimal
temperature for equipment and
inventory.
• Increased health and safety costs to
prevent or remediate heat-related
illness or hazards.
• Reduced productivity due to heat-
related illness, shortened working
hours, power outage, shortage or
compromised quality of heat-sensitive
inputs (e.g. crop and livestock).
• Reduced revenue due to decline in
customer footfall and productivity loss.
• Increased operational costs driven by
higher water demand for cooling and
landscaping.
• Retrofit existing buildings with more
efficient HVAC equipment, additional
ventilation system and optimise system
configuration.
• Install digital temperature probes at
cold chain and storage, and adjust
work schedule to reduce heat
exposure.
• Strengthen communications channels
with suppliers and logistics to obtain
real-time updates on potential
disruptions.
• Localise and diversify supply chains for
critical materials and product offerings
to enhance supply chain resilience.
• Incorporate cooling vests and mist
coolers as part of PPE and monitor
weather conditions to minimise
heat-induced health impacts on
workers.
• Install backup power systems and test
cooling system capacity regularly to
prevent breakdown.
• Implement robust water management
measures and track water footprint.
• Maintain comprehensive insurance
coverage for heat-related asset
damage and business interruption.
Jardine Matheson Annual Report 2025
34
Sustainability
Physical risks Impacted portfolio
and time horizon
Potential financial impacts Portfolio-level mitigation/adaption
measures
Sea level rise
Severity, as
measured by the
rise of sea level,
is expected to
increase
globally.
Increased sea level
rise/coastal
inundation mostly
impacts Hongkong
Land’s Central
portfolio in Hong
Kong, some
Mandarin Oriental
hotels, JC&C and
Jardine Pacific.
Expected onset:
medium to long
term
• Increased capital investments for
adaptive infrastructure.
• Write-offs of assets due to significant
structural damage from permanent
inundation of access and egress points
of coastal properties.
• Increased cost of supplies due to price
increase driven by lower crop yield or
disruptions in logistic routes.
• Disruption of business operations,
transportation of goods during
coastal flooding.
• Reduced revenue due to inundation of
assets, limiting business opportunities.
• Increased insurance premiums and
reduced availability of insurance
coverage.
• Conduct physical risk assessments
before committing to new locations to
inform acquisition decisions and
project design.
• Evaluate relocation of high-risk assets
to higher ground or less vulnerable
areas.
• Engage the government for adequate
planning and preparation of extreme
weather events.
• Implement operational procedures for
emergency extreme weather
preparedness.
• Engage industry peers to exchange
insights and collaborate on solutions.
• Support local community in protection
and restoration of natural barriers,
which can absorb storm surges and
reduce flooding impacts.
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Sustainability
Transition risks under the low-emissions scenario
The assessment of transition risks was based on the assumptions where there are stricter climate change policies and stronger
demand in climate change adaptation. The financial impacts of transition risks are anticipated to be more significant in the
low-emissions scenario.
Transition risks Impacted portfolio
and time horizon
Potential financial impacts Portfolio-level mitigation/adaption
measures
Carbon price
Direct (e.g.
carbon tax) or
indirect costs
associated with
emissions
reduction
regulatory or
fiscal policies.
All portfolio
companies will be
affected, however
these risks would
be especially
impactful for those
operating in high
energy consuming
and/or high carbon
emitting sectors,
namely Astra,
Hongkong Land,
DFI Retail and
Gammon.
Expected onset:
medium to long
term
• Increased capital investments for
decarbonisation.
• Increased cost of products and services
due to passthrough of carbon tax to
product prices by suppliers, especially for
emission-intensive items such as vehicles,
EV batteries, steel and cement.
• Increased compliance costs from higher
legal and regulatory stringency.
• Reduced revenue from market segments
affected by carbon tax (e.g. ICE vehicles,
engineering products with higher
embodied carbon/lower energy efficiency)
and loss of market share if failing to
provide low-carbon products to customers.
• Develop a net-zero strategy, with
SBTi-validated near-term targets in
most of our portfolio companies.
• Adopt low-carbon designs, such as
certified low-carbon rebar or
concrete mix, in new buildings,
hotels and retail stores.
• Develop a strategy for a lower-
carbon supply chain in retail,
including local sourcing efforts and
sustainable commodities, and
explore low-carbon alternatives
with suppliers.
• Install on-site solar panels to reduce
purchased electricity.
• Conduct energy audits and leverage
advanced technology to inform
energy efficiency.
• Research and expand product
offerings which reduce energy costs
for end-users (e.g. EVs).
• Incorporate internal carbon price in
purchase decision making to
anticipate impact on emissions and
financials.
Energy price
The rising prices
of primary and
secondary
energy, i.e.,
fossil fuels and
electricity.
• Increased capital expenditures due to
higher energy efficiency requirements.
• Increased cost of products and services
due to passthrough of energy price to
product prices by suppliers.
• Increased expenses for cooling, operation
of machinery and transportation of goods.
• Potential loss of market share if failing to
provide energy-efficient alternatives to
customers.
Policies and
regulations
Examples
include green
building policies
and electric
vehicle (EV)
policies.
Green building
policies are
applicable to most
of our portfolio
companies,
especially the
property and
construction
industry; EV
policies are
applicable to our
motor portfolio, i.e.,
Zung Fu, JC&C and
Astra.
Expected onset:
medium to long
term
• Increased capital investments in retrofitting
buildings to meet green building design
standards.
• Increased cost of products and raw
materials such as low-carbon steel,
cement.
• Increased operating costs to enhance
business processes and provide required
disclosure according to new requirements.
• Increased costs of electricity driven by
government policies to shift energy mix
towards more renewable energy sources.
• Decreased revenue from products
phased-out by regulations or competing
with government-subsidised substitutes,
such as ICE vehicles.
• Diversify product offering to capture
the growing demand of products
supported by government policies,
e.g. green buildings, EVs, biofuel.
• Conduct energy audits and leverage
advanced technology to inform
energy efficiency optimisation and
upgrades, e.g. JEDI from JEC.
• Monitor upcoming climate-related
regulatory requirements, contribute
to policy consultations and prepare
for early actions.
• Source low-carbon materials or
provide circular options for
customers.
Jardine Matheson Annual Report 2025
36
Sustainability
Climate-related opportunities under the low-emissions scenario
The assessment of climate-related opportunities was based on the assumptions that climate change policies and shifting consumer
awareness of climate change will drive greater demand for sustainable solutions.
Climate-related
opportunities
Impacted portfolio
and time horizon
Potential financial impacts Portfolio-level response
Shifting
consumer
preferences
towards
low-carbon
buildings,
materials,
products and
services
This is an
emerging
opportunity to
capture business
growth for
Hongkong Land
and Gammon in
the property and
construction sector;
Astra, JC&C and
Zung Fu in the
automotive sector;
DFI Retail in the
retail and
restaurants sector,
and JEC in the
engineering
services sector.
Expected onset:
medium to long
term
• Increased capital investment
in renewable energy
installation, retrofitting older
buildings with sustainable
features.
• Reduced costs of materials
by reusing or recycling
good-condition materials from
dissembled old products.
• Increased operating costs of
powering heavy machinery
with cleaner energy.
• Increased revenue from
low-carbon products and
services that meet the
growing demand.
• Publish a Just Energy Transition statement to
commit to no new coal mine acquisitions and no
new investments into coal-fired power plants.
• Diversify the mining operations into nickel and gold
to capture the growing demand for critical minerals
for the transition (e.g. battery, solar panel
production).
• Support the EV transition by acquiring new EV
brands and investing in the EV ecosystem, such
as charging networks.
• Obtain green building certifications and increase
renewable energy adoption in our investment
property portfolio.
• Collaborate with tenants on green building
features, ESG data transparency and carbon
reduction.
• Deliver engineering and construction projects that
increase supply of clean energy (e.g. biofuel and
waste-to-energy), utilise lower carbon building
materials (e.g. lower carbon concrete mix).
• Work with utility companies (e.g. the Power Up
Coalition), the plant suppliers (e.g. Battery Energy
Storage System, Electric Drilling Rig) and
customers to promote lower carbon energy
sources.
Renewable
energy and
energy
efficiency
This is a present
opportunity to all
portfolio
companies.
• Increased capital investment
in renewable energy and
adoption of equipment with
higher energy efficiency.
• Increased market value of
properties that are highly
rated as energy efficient.
• Reduced energy costs in
properties due to savings
from solar arrays and
batteries.
• Reduced exposure to future
fossil fuel price increase.
• Reduced exposure to GHG
emissions and less sensitivity
to changes in cost of carbon.
• Expand our renewable energy investments, for
example in REE in Vietnam through JC&C; and in
hydro, geothermal, solar and waste-to-energy
through Astra.
• Invest in solar panels at owned assets.
• Retrofit existing buildings with more efficient HVAC
equipment, additional ventilation system and
optimise system configuration.
• Conduct energy audits and leverage advanced
technology to inform energy efficiency optimisation
and upgrades, e.g. JEDI from JEC.
• Join Power Up Coalition to accelerate
electrification in Hong Kong’s construction industry.
• Explore new technology that reduces emissions,
such as power modes automation to adjust
machine load.
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Sustainability
Each of our portfolio companies allots a budget to fund
sustainability and climate-related activities. The budgets are
approved by the Chief Finance Officers of the Company and
our portfolio companies. The Group has a framework for a
systematic incorporation of sustainability considerations,
including climate risks, into capital allocation decisions –
a framework which we continue to enhance.
Considering business growth, challenges of unproven
technology innovations and initiative deployment timelines,
we understand that our emission reduction and climate
resilience pathway will not be a linear process.
We are increasingly focused on ensuring that our investment
opportunities align with our sustainability goals. We continue
to support Asia’s shift to clean energy, including JC&C’s
investment in REE which has a growing renewable energy
portfolio in Vietnam, Astra’s development of EV infrastructure in
Indonesia, and our motor portfolio companies’ distribution of
new energy vehicles in Hong Kong, Singapore and Indonesia.
In addition, in 2025, Astra progressed its used car strategy,
with US$120 million investment by Toyota for 40% in Astra
Digital Mobil. United Tractors also completed the acquisition of
an additional 30.6% stake in Supreme Energy Sriwijaya to
expand the renewable energy portfolio.
Risk management
We have incorporated the best practices of enterprise risk
management into the process of climate risk identification,
assessment and management, combining a bottom-up process
with a top-down strategic view. The sustainability teams in
each of our portfolio companies are responsible for climate
risk management and provide a business-specific climate
risk perspective to their risk management teams. Operations
or property management teams play a critical role in
implementing asset-level resilience measures to ensure
day-to-day operational continuity and long-term asset
protection.
Both physical and transition risk reports from the 2021 and
2022 climate risk assessments have been provided to the
portfolio companies to explore the implications and develop
mitigation measures to minimise the impact including property
damage and business interruption. As with other principal risks
and uncertainties, material climate risks and mitigation
measures are reported to the ARM team by the portfolio
companies and consolidated into the Group risk register to
formulate a risk heat map, which guides risk prioritisation.
The risk heat map is reported to the Audit Committee twice a
year. Climate risks are featured in the Group’s Principal Risk
and Uncertainties.
We have developed a Group approach to the integration of
both physical and transition climate risks into the existing risk
management process and business risk register, which aligns
with best practices defined by COSO
5
, TCFD, and ISO 3001.
A climate risk sub-register has been created to formalise
current efforts and monitoring across the portfolio companies.
It is a full list of climate risks and opportunities over the short,
medium and long-term, which facilitates the discussion and
knowledge transfer on climate matters between teams.
Sustainability and risk management teams will monitor the risk
signals (e.g. carbon price policies) and evaluate the impact of
each climate risk under different climate scenarios. Once the
climate-related risk events/drivers materialise and are
significant, they will be included in the business risk register to
keep climate-related risk causes monitored by the respective
risk owners ensure accountability. For example, supply chain
disruption is an existing business risk managed by
procurement directors at each portfolio company, but climate
risks could intensify the uncertainties of logistics which is the
procurement director’s responsibility, assisted by the
sustainability and risk management teams. This integrated
approach ensures that we remain agile and responsive to the
interconnected challenges posed by climate change, fostering
long-term value creation and sustainable growth.
The impact assessment for climate risks is currently based on
external research and management judgements. Climate
change modelling and more sophisticated financial impact
assessments will be conducted, based on a common set of
scenarios and assumptions at a later stage when more data
points are transparent and available in the market.
To develop a climate action culture across our portfolio
companies, climate risk is frequently included in internal risk
management training and conferences. Most of our portfolio
companies are actively attuning their business capabilities to
better evaluate and respond to climate risks. The Group will
continue to guide the discussion with the portfolio companies
on the impact of climate risks in relation to other business risks.
Please refer to the Risk Management and Internal Control
section of this Report for details of the Group’s ERM
framework.
5
The Committee of Sponsoring Organizations (COSO)
Jardine Matheson Annual Report 2025
38
Sustainability
Metrics and targets
Our GHG emissions guidance is aligned with the GHG Protocol
for measuring scope 1 and 2 emissions across the Group.
We provide the performance of our GHG emissions by portfolio
company in our annual Sustainability Report. At the time of
publication of this Report, the Group’s 2025 performance is still
undergoing external assurance, and further details will therefore
be provided in the forthcoming Sustainability Report 2025.
The Group’s 2024 performance is extracted in the table below:
Metric Unit of measure Group total
Scope 1 emissions ktCO2e 5,028.7
Scope 2 emissions
(location-based)
ktCO2e 1,345.7
Scope 2 emissions
(market-based)
ktCO2e 1,145.8
Total GHG emissions
(scope 1 and market-
based scope 2)
ktCO2e 6,174.5
Total energy
consumption
TJ 101,637.8
Energy consumption
from renewable sources
% 40.8
* Total scope 1 and market-based scope 2 (gross emissions excluding
carbon credits) was subject to independent limited assurance by
PricewaterhouseCoopers as part of our 2024 Sustainability Report which is
available on our website.
We have developed an inventory of our scope 3 emissions and
our portfolio companies have identified their scope 3 hotspots.
Some of our portfolio companies, such as Hongkong Land,
DFI Retail and Gammon, have publicly disclosed their scope 3
data and related action plans.
Decarbonisation has been a key focus area and progress on
decarbonisation targets is one of the success measures of the
Group’s annual strategic priorities. Executive directors’
contributions to the Group’s annual objectives are linked to their
remuneration. Details of the mechanism is reported in the
Remuneration Report section of this Report. There is a
framework to guide decarbonisation efforts across the Group
towards our ultimate ambition of net-zero by 2050, in line with
climate science. Due to the wide geographic spread of our
investments, there is significant variation in the regulatory and
policy environments affecting our portfolio companies, which
have implications for the feasibility and pace of potential
decarbonisation initiatives. To account for Jardines’ complexity,
we have segmented our companies under two pathways
towards the net-zero goal.
The first, the Decarbonisation Pathway, expects companies to
align their carbon reduction targets with credible, scientific
approaches, including SBTi and sector-specific methodologies
consistent with a 1.5°C trajectory. Hongkong Land, DFI Retail,
Gammon, Hactl, Jardine Engineering Corporation, Zung Fu,
Jardine Restaurant Group, and PT Astra Graphia Tbk have had
their near-term decarbonisation targets validated by SBTi.
The second, the Transition Pathway, expects the Group’s
mining and energy portfolio, which have business continuity
risks due to significant challenges and unclear decarbonisation
pathways, to develop a credible transition plan for growth in a
low-carbon economy. A successful transition depends on
critical factors, including the commercial viability of new
abatement technologies, the development of supportive
infrastructure, and a clear, dynamic and responsive policy
landscape.
The success of the Group in reducing carbon emissions is
dependent on the decarbonisation progress by each portfolio
company. In 2023, all portfolio companies completed the
development of scope 1 and 2 decarbonisation targets
and roadmaps to 2030, most of which are 1.5°C-aligned.
The roadmaps include the details and timelines of different
decarbonisation levers relevant to their respective industry
sectors. Every company is responsible and accountable for
delivering on the agreed targets. The roadmaps are reviewed
annually to track progress and to update based on actual
performance to determine future actions and priorities.
The Group’s transition plans to achieve its ultimate ambition of
net-zero by 2050, rely on the efforts and collaboration of the
portfolio companies. In the short term, we focus on
decarbonising our scope 1 and 2 emissions following the
established roadmaps. Different initiatives such as energy
efficiency measures and staff engagement to drive behavioural
change are already in place. In the medium term, we will
continue to reduce our scope 1 and 2 emissions primarily
through renewable energy procurement. Our portfolio
companies also started to address their scope 3 emissions
through supplier engagement, scaling partnerships, product
innovation and strategic investment. In the long term, we will
aim to leverage emerging technologies and innovations to
address the remaining gaps.
Consistency with TCFD requirements
Our climate-related disclosures meet the reporting
requirements for UK listed companies in the Transition
Category, and are consistent with the TCFD
recommendations on:
• governance – all recommended disclosures;
• strategy – disclosures (a) and (b);
• risk management – all recommended disclosures;
• metrics and targets – disclosures (b).
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Sustainability
We acknowledge that we are not fully consistent with TCFD
requirements, including the additional guidance for all sectors
published in October 2021. As an investment company of a
highly diversified portfolio, it will take some time for us to fully
consider and plan the actions necessary to achieve alignment.
We will continue to move forward and improve our disclosure
in the coming years. For strategy disclosure (c), we have
analysed the climate scenarios to identify certain climate risks
and opportunities and provided the qualitative information of
financial impact. We have also enhanced the asset resilience
to physical climate risks under the high emission scenario.
However, we are still in progress to adjust our business
strategy and assess its resilience to climate risks under the low
emissions scenario. This is a continuous collaboration between
the Sustainability, Finance and Investment & Portfolio
Management teams in the short-medium term. For metrics and
targets disclosure (a) and (c), since our portfolio includes a
variety of sectors, setting portfolio-wide metrics and targets to
assess climate-related risks and opportunities is complex.
We will continue exploring the metrics which are applicable
across different portfolio companies and industries in the
short-medium term.
Responsible consumption
As Asian economies continue to expand and deepen their
integration into global supply chains, the pressure on natural
ecosystems grows. Businesses that adopt models grounded in
the responsible use of natural resources are better positioned
to safeguard and unlock economic value. Embedding nature-
positive principles into business strategy mitigates risks and
opens pathways for innovation, and sustainable growth
opportunities.
Our portfolio companies come together through our
Responsible Consumption Working Group (RCWG), to
collaborate and drive strategic alignment across our portfolio
companies. The RCWG continues to meet on a regular basis,
sharing knowledge on emerging topics, progress work on the
implementation of ongoing waste management initiatives and
to establish a coordinated approach to further enhance
circularity efforts across the Group. Through closer
collaboration between our portfolio companies, we create
more value as a Group by leveraging our synergies and
cross-sectoral expertise. Our portfolio companies are exploring
collaboration opportunities, within the portfolio and externally
across their respective value chains, to promote circularity and
build transparent, collaborative relationships. These efforts
collectively help to manage nature-related risks and
dependencies while creating economic value.
Jardines is closely monitoring global developments, including
the Task Force for Nature-related Financial Disclosure (TNFD)
and the increasing levels of interest in biodiversity conservation
from stakeholders. In the coming year, we will continue to
provide training and education on nature and biodiversity for
our portfolio companies through the RCWG.
We remain closely engaged with our portfolio companies and
relevant stakeholders to address specific biodiversity issues,
including supporting the long-term preservation of the Tapanuli
orangutan in the area around the Martabe mine in Indonesia.
More up-to-date details can be found in the statement on the
Martabe mine and Tapanuli orangutan in the Sustainability
section of the Company’s website.
Social inclusion
Contributing to the sustainable growth of our markets and
supporting the people in our communities has been a
longstanding commitment at Jardines. Our community
investment strategy focuses on positive contributions towards
the issues of education, health, with a keen focus on mental
health and livelihoods.
Through our portfolio companies, we touch the lives of millions
of people daily, providing places to live and work, and
meeting the everyday needs of consumers. While we connect
with our communities through our portfolio companies,
we proactively offer support to less privileged individuals
and community groups.
A guided visit to Maxim’s centre for persons in recovery in partnership with
New Life Psychiatric Rehabilitation Association as part of the Cross Group
Volunteering Programme
Jardine Matheson Annual Report 2025
40
Graham Baker joined the Board as
Chief Financial Officer in 2020.
He was previously an executive director
and chief financial officer of
Smith+Nephew in the United Kingdom
from 2017 to 2020. Prior to joining
Smith+Nephew, he worked for 20 years
for AstraZeneca in a range of senior
roles in the United Kingdom and
internationally, including in Japan and
Singapore, and then as chief financial
officer of generic pharmaceutical
company Alvogen.
He is also a director of DFI Retail.
He has a Master of Arts degree in
Economics from the University of
Cambridge and is qualified as a
Chartered Accountant and Chartered
Tax Adviser.
Graham Baker
Chief Financial Officer
Ben Keswick has been Executive
Chairman of Jardine Matheson since
2019. He was Managing Director from
2012 to 2020.
He has held a number of executive
positions since joining the Group in
1998, including finance director and then
chief executive officer of Jardine Pacific
between 2003 and 2007, and group
managing director of Jardine Cycle &
Carriage between 2007 to 2012. He was
also chair of DFI Retail between 2013
and July 2024, Jardine Cycle & Carriage
between 2012 and August 2024 and
Hongkong Land between 2013 and
October 2024.
Mr Keswick is a commissioner for
Astra International.
He has an MBA from INSEAD.
Lincoln Pan joined the Board as Chief
Executive Officer of Jardine Matheson in
December 2025.
He joined from PAG, where he was a
partner and co-head of private equity
and a member of the Group Executive
Committee. He previously held the role
of chief executive officer, Greater China
at WTW (previously known as Willis
Towers Watson), and served in
executive roles at Advantage Partners
and GE Capital.
He is chair of DFI Retail, a director of
Hongkong Land and a commissioner for
Astra International.
He has a Bachelor of Arts degree in
History and English from Williams
College and subsequently earned a Juris
Doctor (J.D.) from Harvard Law School.
Lincoln Pan
Chief Executive Officer
Executive Director Executive Director Executive Director
Ben Keswick
Executive Chairman
Board of Directors
Committee membership
A
Audit Committee |
N
Nominations Committee |
R
Remuneration Committee | Chairman | Member
RN
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Jardine Matheson Annual Report 2025
Overview Leadership statements Creating value Performance Governance Financials
Board of Directors
Janine Feng joined the Board in 2023.
She is Vice-Chair of Asia (ex-Japan)
at Carlyle focusing on global portfolio
solutions effort in the region. Prior to
her current role, she was a managing
director focused on Asian buyout
opportunities in the financial services,
consumer productions and healthcare
sectors. Since joining Carlyle in 1998,
she has led various investments
including Carlyle Asia Partners’
investments in China Pacific Insurance,
Kaiyuan Hotel Group, Haier Electronics,
Focus Media, and MicroPort.
Prior to joining Carlyle, she was a
financial analyst and later a senior
associate at Credit Suisse First Boston’s
investment banking group in New York,
where she focused on structured finance
and project finance transactions for four
and a half years. While at business
school, she worked as a management
consultant at McKinsey & Company, Inc.
She received her MBA from Harvard
Business School and her Bachelor of
Arts degree in Mathematics, Computer
Science and Economics from
Middlebury College.
Stuart Gulliver joined the Board in 2019.
He was previously executive director and
group chief executive of HSBC Holdings
plc from 2011 until 2018 and chairman of
The Hong Kong and Shanghai Banking
Corporation Limited from 2011 to 2018.
Mr Gulliver has more than 37 years’
international banking experience, having
joined HSBC in 1980 and worked for the
group throughout his career.
Mr Gulliver is a director, member of the
risk committee and a member of the
nomination and remuneration committee
of The Saudi Awwal Bank. He is also a
director, chairman of the audit committee
and a member of the sustainability, risk
and HSE committee of Saudi Aramco
and a member of the International
Advisory Council of Hong Kong
Exchanges and Clearing Limited.
He holds a Master of Arts degree in
Jurisprudence from the University
of Oxford.
Stuart GulliverJanine Feng
Independent Non-executive Director Independent Non-executive Director
Keyu Jin
Keyu Jin joined the Board in January
2024. She is a professor at HKUST.
She is from Beijing, China.
Dr Jin is an independent non-executive
director of Compagnie Financière
Richemont SA, a luxury conglomerate;
AInnovation, an AI+ manufacturing
solution provider and of Stanhope
Capital, one of the world’s largest
independent wealth management and
advisory firms. She is a member of
China Finance 40 and a member of the
economic council for the state of Qatar.
She has previously advised and
consulted for the World Bank, the IMF
and the New York Federal Reserve.
She received her Bachelor of Arts
degree in Economics from Harvard
College and later obtained her Master of
Arts degree in Economics and Doctor of
Philosophy degree in Economics from
Harvard University.
Independent Non-executive Director
A RNA
Jardine Matheson Annual Report 2025
42
Board of Directors
Adam Keswick first joined the Group in
2001 and was appointed to the Board in
2007. He was Deputy Managing Director
from 2012 to 2016, and became
chairman of Matheson & Co. in 2016.
Mr Keswick is a director of Hongkong
Land. He is also a director of Ferrari NV
and Yabuli China Entrepreneurs Forum.
He received his Master of Arts degree
from Edinburgh University.
Tim Wise
Tim Wise joined the Board in May 2025.
He is a partner at Simon Robertson
Associates, a leading independent
advisory firm, which he joined in 2017.
Mr Wise has played a significant role
over many years in advising on a wide
range of significant international
corporate finance transactions. He was
chairman of J.P. Morgan Cazenove from
2011 to 2016, having previously spent
many years in senior roles at the firm.
Prior to joining J.P. Morgan Cazenove,
Mr Wise worked in a range of
senior investment banking roles at
Kleinwort Benson.
He holds a Bachelor of Arts degree
in Jurisprudence from the University
of Oxford.
Adam Keswick
Company Secretary
Jonathan Lloyd
Registered office
Executive Director Independent Non-executive Director
Ming Lu
Ming Lu joined the Board in February
2025. He is a senior advisory partner of
KKR and was previously executive
chairman, Asia Pacific. Mr Lu currently
serves as a member of the KKR Asia
Private Equity Investment Committee
and KKR Asia Portfolio Management
Committee.
He has played a significant role over
many years in private equity investments
across Asia Pacific and, since 2018,
has been playing a leadership role in
KKR Asia’s growth and expansion.
Mr Lu was previously a Partner at CCMP
Capital Asia (formerly J.P. Morgan
Partners Asia), which he joined in 1999.
Prior to that, he was President of Asia
Pacific at Lucas Varity, a leading global
automotive component supplier, and also
worked for Kraft Foods International Inc.
and CITIC, the largest direct investment
firm in China.
He received his Bachelor of Arts degree
in Economics from Wuhan University of
Hydroelectrical Engineering and an MBA
from University of Leuven.
Independent Non-executive Director
AN RN
43
Jardine Matheson Annual Report 2025
Overview Leadership statements Creating value Performance Governance Financials
Stephen Gore
Managing Director, Investments
Stephen Gore is the Managing Director,
Investments for Jardine Matheson. Having
joined the Group in 2017, he was group
finance director of Jardine Cycle & Carriage
and previously served as the chief financial
officer of Jardine Pacific and Jardine Motors
Group. He is also a commissioner for Astra
International.
Prior to joining Jardine Matheson, Mr Gore
was managing director, head of mergers &
acquisitions and financial sponsors group,
Asia Pacific at Bank of America Merrill Lynch
from 2012 to 2017. Before that, he was
managing director, head of mergers &
acquisitions and corporate finance, Asia at
UBS AG’s Investment Bank Division.
He obtained a Bachelor of Arts (Honours)
degree in Philosophy, Politics and Economics
from the University of Oxford.
Elton Chan
Chief Executive of Jardine Pacific
Elton Chan is chief executive of
Jardine Pacific (JP), overseeing the portfolio
of JP businesses, and first joined the Group
in 2004. Prior to his current role, he has
worked in a range of senior management
roles across the Group, including chief
executive of Jardine Schindler and managing
director of Zung Fu China.
He holds his Bachelor of Social Science
degree in the Chinese University of Hong
Kong, Bachelor of Arts degree in Philosophy,
Politics and Economics from the University of
Oxford and Master of Science degree in Real
Estate from the University of Hong Kong.
Raymond Co
Chief People & Culture Officer
Raymond Co is the Chief People & Culture
Officer at Jardine Matheson. He joined
Jardine Matheson in 2023 after spending ten
years with IHG Hotels and Resorts, where he
most recently served as senior vice president
for HR – Americas, leading the HR function for
the largest region in IHG’s portfolio. Prior to
IHG, he spent 28 years with the Procter and
Gamble Company where he worked in a
variety of roles in HR in the Americas and
Asia region.
He has a Bachelor of Science degree in
Industrial Management Engineering from the
De La Salle University.
He has also completed Executive Program in
Leading Change and Organisation Renewal
and Human Resources Executive Program in
Stanford University.
Matthew Bland
General Counsel
Matthew Bland is the General Counsel
of Jardine Matheson. Prior to joining
Jardine Matheson in 2022, he was a senior
partner with Linklaters LLP, specialising in
corporate M&A. He has many years’
experience working with businesses across
multiple sectors, including financial services,
digital infrastructure, pharmaceuticals,
consumer industries, utilities and real estate.
He first joined Linklaters in 1998 and has
worked in London and Tokyo.
He received his Bachelor of Arts degree in Law
from Girton College, University of Cambridge.
He is a Solicitor of the Senior Courts of
England and Wales.
Graham Baker
Chief Financial Officer
Please refer to information in the Board of
Directors section on page 40.
Lincoln Pan
Chief Executive Officer
Please refer to information in the Board of
Directors section on page 40.
Key management
Jardine Matheson Annual Report 2025
44
Corporate governance
A long-term
perspective
Our capital is permanent and our
investors look for us to deliver
long-term, sustainable performance
with a growing dividend. We value
stable growth and long-term
building of our businesses.
Credibility,
stability and trust
The credibility, stability and trust
built up by the Company over many
generations are highly valued by
our partners and other
stakeholders, especially in
developing markets. We value the
quality of a long-term partnership
over taking short-term profits.
Deep knowledge
of the business
and our markets
The extensive experience and long
track record of the Company have
led to a deep understanding of how
to drive successful growth across
our markets, giving the Company a
competitive advantage. We continue
to bring top local talent to our
leadership teams and boards to
enhance our local awareness.
Overview of the Company’s governance approach
shareholders, who hold a significant proportion of the shares in
the Company. This stability, coupled with an effective and
robust corporate governance framework, supports the
Company in delivering sustainable growth. It also ensures that
the Company continues to demonstrate the behaviours and
values that have enabled Jardines to prosper over its 194-year
history. These are:
committed to good corporate governance which is critical to the
long-term sustainable success of its portfolio of businesses.
An important part of strong governance is corporate stability,
and this is provided by the long-term stewardship of the
business by family, as well as related and like-minded
The Company believes that its stakeholders gain significant
value from the long-term approach it takes. It also recognises
the importance, however, of adapting to changing
circumstances in our markets and, where appropriate, to the
developing expectations of stakeholders and changes in best
practice. In this context, over the past year the Company has
continued to strengthen its Board and our leadership team, and
the boards and leadership teams of its portfolio companies,
bringing in further expertise to support our businesses.
In parallel, we have continued to enhance our approach to
governance with our portfolio companies, to be more focused
and to drive better decision-making and results.
We provide input to our portfolio companies through our
representatives on each of their boards, to help drive long-term
growth and value creation, both for the relevant portfolio
company and Jardines as a whole. The shareholder
representatives ensure our portfolio companies drive toward
ambitious targets, deliver on value creation initiatives and align
with the values and sustainability commitments of a Jardine
portfolio company.
Going forward, the Company will optimise our support of
portfolio companies to high impact, value creation initiatives
which support the portfolio companies achieve its medium-term
strategy.
Overview Leadership statements Creating value Performance Governance Financials
45
Jardine Matheson Annual Report 2025
Corporate governance
Board changes
Executive directors
On 29 May 2025, the Company announced the appointment of
Lincoln Pan as Chief Executive Officer (CEO) with effect from
1 December 2025, succeeding John Witt, who retired from the
Company on 30 November 2025. Lincoln joined the Company
from PAG, where he was a partner and co-head of Private
Equity and a member of the Group Executive Committee.
He previously held the role of chief executive officer, Greater
China at WTW (previously known as Willis Towers Watson),
and served in executive roles at Advantage Partners and
GE Capital.
Non-executive directors
INEDs with a broad and diverse range of backgrounds are a
valuable source of external perspectives and are a key element
of good governance and decision-making. We have taken
further steps over the past year to increase the independence
and diversity of the Board. Ming Lu and Tim Wise were
appointed as INEDs on 24 February 2025 and 23 May 2025,
respectively. Michael Wu stepped down from the Board on
23 May 2025. As a result of these changes, the Board now
comprises 9 Directors, of whom we consider 56% to be
independent, taking into account the independence
considerations under the UK Corporate Governance Code
(the ‘Code’), and 22% are female.
Board committees
Audit Committee
The Company’s Audit Committee comprises solely directors
whom we consider as independent, with Stuart Gulliver as the
independent Chair of the Committee, supported by Janine
Feng and Tim Wise.
Nominations Committee
In March 2026, the Company’s Board established a
Nominations Committee. The key responsibilities of the
Nominations Committee are:
• to review the structure, size and composition of the Board
and its committees and make recommendations to the Board
on appointments to maintain the right balance of skills,
knowledge, experience and independence, and ensure that
any skills gaps are addressed. The Committee will also
ensure that appropriate development opportunities are in
place for Directors;
• to support the Chairman of the Board in the selection of
suitable candidates as non-executive directors and the
process for appointing them; and
• to support the CEO in the development of succession
pipelines for the CEO and other senior management roles
and to recommend to the Board candidates for appointment
to the role of CEO.
The Nominations Committee is chaired by Ben Keswick and
its other members are Adam Keswick, Stuart Gulliver and
Ming Lu. A copy of the Terms of Reference of the Nominations
Committee is available on the Company’s website.
Remuneration Committee
In March 2026, the Company’s Board established a
Remuneration Committee. The key responsibilities of the
Remuneration Committee are:
• to advise on the formulation and implementation of a
reward strategy for Jardine Matheson which aligns with its
strategic needs;
• to review the terms of and design of short- and long-term
performance-related incentives, including the review and
approval of any changes to plan design, targets and metrics;
• to review and make recommendations on the Company’s
overall compensation costs, including salary and
bonus budgets;
• to review and make recommendations on the Company’s
stock ownership guidelines for Board members and senior
management;
• to review and make recommendations to the Board on the
fees of non-executive directors, prior to approval of such fees
by shareholders at the Annual General Meeting (‘AGM’) of
the Company; and
• to remain abreast of trends and developments in executive
compensation and corporate governance related to the
sectors and geographies where Jardines operates.
The Remuneration Committee is chaired by Ben Keswick and
its other members are Stuart Gulliver and Ming Lu. A copy of
the Terms of Reference of the Remuneration Committee is
available on the Company’s website.
Jardine Matheson Annual Report 2025
46
Corporate governance
Recent changes to the governance of our portfolio companies
• Ben Birks will step down from his role as group managing
director and executive director of JC&C with effect from
30 April 2026;
• Chatib Basri and Retno Marsudi will be appointed to Astra’s
board of commissioners on 23 April 2026. Chatib previously
served as Indonesia’s Minister of Finance and, prior to that,
was Chairman of the Indonesian Investment Coordinating
Board. Retno was previously Indonesia’s Minister of Foreign
Affairs. She also served as Indonesia’s Ambassador to the
Netherlands, Iceland and Norway;
• Stuart Grant stepped down from the board of HKLH in May
2025 to take on an executive role at HKLH; and
• Samuel Tsien was appointed Chair of the board of JC&C in
November 2025, succeeding John Witt, who stepped down
as a director of JC&C.
Jardines representatives on portfolio company boards
We provide input to portfolio companies through Jardines
representatives on their boards. The Jardines representatives
on each board are shown in the table below:
Listed portfolio
companies
Jardines representatives
HKLH • Adam Keswick
• Lincoln Pan
• John Witt
DFIRGH • Lincoln Pan
• Graham Baker
Astra (Board of
Commissioners)
• Ben Keswick
• Lincoln Pan
• Stephen Gore
• Anthony Nightingale
JC&C representative:
• Freddy Lee
JC&C • Freddy Lee
In addition, Jardine representatives serve on the boards of
various material investments, including THACO, REE and
Zhongsheng.
Since the beginning of 2025, as part of our continuing efforts
to enhance governance, changes have been announced in
respect of several portfolio companies: Hongkong Land
Holdings Limited (HKLH), DFI Retail Group Holdings Limited
(DFIRGH) and Jardine Cycle & Carriage Limited (JC&C).
These governance changes, which included a number of
important appointments to boards and management teams,
build on strong foundations to increase the effectiveness
of decision-making and support long-term growth and
value creation.
Board changes
The following Board changes have been made:
INED appointments
• Elaine Chang joined the DFIRGH board as an INED in
February 2025, bringing over 30 years’ experience across
multiple geographies and industries, including
semiconductors, hardware devices, digital content,
e-commerce, cloud computing and AI;
• Achal Agarwal joined the DFIRGH board as an INED in
March 2026, bringing over 40 years of experience in
multinational consumer goods and corporate transformation;
and
• Alan Miyasaki joined the HKLH board as an INED in
November 2025. He is a senior managing director and Head
of Real Estate Asia Acquisitions at Blackstone and is
responsible for the day-to-day management of the Real
Estate group’s investment activities in Asia.
Other board changes
• Lincoln Pan was appointed as a director and Chair of the
board of DFIRGH in November 2025, succeeding John Witt,
who stepped down from the board. Lincoln is also Chair of
the nominations and remuneration committees;
• Lincoln Pan was appointed as a director and a member of
the investment committee of HKLH in November 2025 and
from March 2026 will chair the nominations and remuneration
committees;
• Lincoln Pan was appointed as a commissioner of PT Astra
International Tbk (Astra) in November 2025, succeeding
John Witt, who stepped down from the board of
commissioners;
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Overview Leadership statements Creating value Performance Governance Financials
Corporate governance
Board committee effectiveness
As well as changes to the boards of our portfolio companies,
there has been a focus on strengthening the independence
and effectiveness of the board committees of each of our listed
portfolio companies. INEDs have been appointed to the
remuneration and nominations committees of each of the
Company, HKLH and DFIRGH, and the terms of reference of
each committee have been updated to support their effective
operation. Each of the Company, HKLH and DFIRGH has
appointed INEDs as chairs of their respective audit
committees, and the audit committees of each of HKLH and
DFIRGH now have a majority of INEDs as members.
Governance and legal framework
The Company 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
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 that 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 Companies Act 1981 (the ‘Bermuda Companies
Act’);
• the Bermuda Jardine Matheson Holdings Limited
Consolidation and Amendment Act 1988 (as amended,
the ‘Special Act’), pursuant to which the Company was
incorporated, and the Bermuda Jardine Matheson Holdings
Limited Regulations of 1993 (as amended, the ‘Regulations’)
were implemented; and
• the Company’s Memorandum of Association and Bye-Laws.
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,
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 Bye-Laws were most recently amended at the
2025 AGM. The Company’s Bye-Laws are available at
https://www.jardines.com/about-jardines/corporate-governance.
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. These include 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 Rules: Admission to
Trading on a Regulated Market. These rules and regulations
cover areas including 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.
Jardine Matheson Annual Report 2025
48
Corporate governance
The Company is not required to comply with the UK Corporate
Governance Code (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 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 (under the
LSE’s old listing regime), the Company stated that it intended
to voluntarily maintain certain governance principles 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 reformed the UK listing regime in 2024, introducing
new UK Listing Rules (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 undertook a review of
the Governance Principles in 2024, to ensure they remained
appropriate and took into account market practice. Following
the 2024 review, the Board considered 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 was appropriate
to retain them, subject to certain amendments which were
appropriate to align more closely with, and have regard to,
the UK Listing Rules to which other UK listed companies
are subject.
The Company has regard to the UK Listing Rules applicable
to the Commercial Companies Category, when applying the
Governance Principles in relation to significant transactions
and related party transactions. The key elements of the
Governance Principles are as follows:
• If the Company carries out a related party transaction which
would require a sponsor to provide a fair and reasonable
opinion under the provisions of the UK Listing Rules, it will
engage an independent financial adviser to confirm that the
terms of the transaction are fair and reasonable as far as the
shareholders of the Company are concerned.
• If the Company carries out such a related party transaction
or a significant transaction (one that would be classified as a
significant transaction under the provisions of the UK Listing
Rules), as soon as reasonably practicable after the terms are
agreed, the Company will issue an announcement, providing
such details of the transaction as are necessary for investors
to evaluate the effect of the transaction on the Company.
• At each AGM, the Company will seek shareholders’ approval
to issue new shares on a non-pre-emptive basis for up to
33% of the Company’s issued share capital, of which up to
5% can be issued for cash consideration.
• The Company complies with a set of Securities Dealing
Rules which follow the provisions of MAR with respect to
market abuse and disclosure of interests in shares.
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Overview Leadership statements Creating value Performance Governance Financials
Corporate governance
The management of the Company
Board
The Board is responsible for ensuring that the Company is
appropriately managed and achieves its strategic objectives
in a way that is supported by the right culture, values and
behaviours. The Company’s culture underpins the delivery
of our strategy and our long-term, sustainable success.
Our workforce policies and practices are consistent with and
support our culture. Periodic colleague surveys are conducted
to assess the culture and enable management to identify
actions that could be taken to further improve it.
The Board is also responsible for ensuring that appropriate
systems and controls are in place to ensure efficient
management and well-informed decision-making. Our business
processes incorporate effective internal reporting, robust
internal controls, and supervision of current and emerging risk
themes, all of which form a vital part of our governance
framework.
The Executive Chairman and CEO facilitate discussions at
Board meetings by ensuring all Directors have an opportunity
to make comments and ask questions. In addition,
the Executive Chairman discusses matters with Directors
individually and collectively outside of Board meetings.
The Board has full power to manage the Company’s business affairs, except matters reserved to be exercised by the
Company in a general meeting under Bermuda legislation or the Company’s Bye-Laws. Key matters that the Board is
responsible for include:
• the overall strategic aims and
objectives of the Company;
• establishing the Company’s
purpose and values;
• approval of the Company’s strategy
and risk appetite to align with the
Company’s purpose and values;
• approval and oversight of the
Company policy framework
and approval of appropriate
Company policies;
• approval of the Annual Budget
and monitoring of performance
against it;
• oversight of the Company’s
activities;
• approval of major changes to the
Company’s corporate or capital
structure;
• approval of major capital
expenditure and significant
transactions in terms of size or
reputational impact;
• approval of interim and final
financial statements, and Annual
Report and Accounts, upon
recommendation from the Audit
Committee, as well as interim
management statements;
• approval of dividend policy and the
amount and form of interim and
final dividend payments, for
approval by shareholders as
required;
• ensuring relevant sustainability
and ESG matters are incorporated
into the Company’s purpose,
governance, strategy, decision-
making and risk management, and
approving the annual Sustainability
Report issued by the Company;
• overseeing the management of risk
within the Company;
• any significant changes to the
Company’s accounting policies or
practices, upon recommendation
from the Audit Committee;
• appointment, re-appointment or
removal of the external auditor,
subject to shareholders’ approval,
upon recommendation from the
Audit Committee;
• approval of matters relating to AGM
resolutions and shareholder
documentation;
• approval of all shareholder
circulars, prospectuses and listing
particulars issued by the Company;
and
• approval of material public
announcements concerning
matters decided by the Board.
Responsibility for certain matters, including the approval of
borrowing facilities and capital expenditure (except for major
capital expenditure that requires Board approval), has been
delegated by the Board to executive management.
Jardine Matheson Annual Report 2025
50
Corporate governance
Board activity
Set out below is a summary of the key areas of activity of the Board:
1. Strategy
To facilitate oversight and provide opportunities for the
Board to challenge and measure progress against the
Company’s strategic priorities, at each Board meeting
the CEO, supported by other members of executive
management, provides an update on the operational
and financial performance of each portfolio company.
2. Financial performance and risk
The Board oversees the actions the Company takes to
deliver superior, long-term returns for our shareholders
from our portfolio of market-leading businesses. We aim
for decisive portfolio management built on a disciplined,
long-term approach to capital allocation and investment
expertise, to maximise financial performance, maintain
our financial strength and manage risk. Over time, we have
developed deep relationships with a wide range of well-
capitalised, leading banks and corporate partners, which
support the Company’s financial strength.
Our approach is underpinned by the Company and its
portfolio companies always seeking to maintain a strong
balance sheet and liquidity position. This has enabled the
Company to move with confidence in making some of our
most substantial acquisitions at times of market dislocation.
The Chief Financial Officer (CFO) presents a detailed
overview of the financial performance of the Company at
each Board meeting, to ensure that Directors are provided
with sufficient information to enable them to provide
appropriate financial oversight, and have the opportunity to
challenge management as appropriate. The information
provided includes relevant and appropriate details of the
financial performance of each portfolio company.
3. Operational performance
At each Board meeting, an update is provided on the
performance of each portfolio company against their
respective strategic objectives, which offers important
insights into the opportunities and challenges faced.
In addition, Directors receive regular updates to give them
In addition, the Board regularly conducts ‘deep dives’ on
portfolio companies, to provide more comprehensive
insights into the progress of the relevant business
against strategy.
The Board also reviews the Company’s capital allocation
approach, dividend policy and shareholder returns, as well
as the management of Company debt levels, interest cover
and capital markets activities.
The Board has overall responsibility for risk management
and is actively engaged in regular discussions about
the principal risks faced by the Company. The Audit
Committee, on behalf of the Board, undertakes an annual
assessment of the effectiveness of the management of the
principal risks facing the Company and actions taken to
mitigate them, validating the key risks and approving any
necessary actions arising from the risk assessments.
This process takes into account the key risks faced,
and the risk management approach taken, by each of the
portfolio companies.
Maintaining and enhancing the risk and internal control
environment is fundamental to the Company’s governance
framework and the Board’s stewardship of the Company.
a deeper understanding of how our varied markets function
and the implications for stakeholder-related issues, in order
to equip the Board with the necessary perspective to
enhance strategic decision-making.
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Corporate governance
5. Governance and stakeholder engagement
We ensure that highly-qualified boards and CEOs are in
place across the Company’s portfolio companies, with
clear accountability for strategy and operational delivery.
The Company drives delivery and performance through its
representation on those boards.
Regulatory and governance matters are discussed at
Board meetings as necessary, including litigation,
regulatory changes, review and approval of statutory
reporting and shareholder documentation and other
governance-related matters.
The Directors are provided with regular updates on
stakeholder engagement, including with shareholders,
governments, civil society and other relevant third parties.
Increasing the Directors’ understanding of stakeholder
views and priorities, and the actions being taken by
the Company to address them, supports the Board’s
decision-making.
Updates from the CEO and CFO provide the Board with
feedback on investor views and expectations, visibility of
market conditions, share price performance, shareholder
returns and the future outlook.
The Board receives regular Sustainability updates, which
highlight the progress being made by the Company and
portfolio companies in progressing sustainability priorities,
including achieving climate action objectives, particularly
in relation to decarbonisation, as well as updates on
responsible consumption and social inclusion initiatives.
The Audit Committee Chair provides an update on the
activities of the Audit Committee at the Board meeting
immediately following each Audit Committee meeting.
Board composition
The Board’s composition and the way it operates provide
stability, allowing us to take a long-term view as we seek to
grow our business and pursue investment opportunities.
As at 10 March 2026, the Board comprised nine Directors,
five of whom (56%) – Janine Feng, Keyu Jin, Stuart Gulliver,
Ming Lu and Tim Wise – we consider as independent, taking
into account the relevant considerations under the Code.
The changes to the Board during the year are detailed on page
45 of this Report.
Ben Keswick has been Executive Chairman of the Board since
15 June 2020, and Lincoln Pan has held the role of CEO since
1 December 2025. The names of all the Directors and brief
biographies appear on pages 40 to 42 of this Report.
The Company has taken steps in recent years to increase the
diversity of the Board. The Board has increased its gender
diversity with the appointment of two female INEDs (22% of the
Board). More information on the actions the Company is taking
in relation to diversity and inclusion can be found in the IE&D
section of this Report on page 59.
4. Supporting leadership teams and colleagues
The Company attaches great importance to attracting,
developing and retaining leadership talent at the Company
level, as well as supporting the management teams in our
portfolio companies to do the same for their businesses.
The Company and our portfolio companies are focused
on enhancing performance management structures to
recognise, reward and retain talent, with incentives
aligned to drive shareholder value by building better,
stronger businesses.
The Company and each of our portfolio companies are
also committed to creating an inclusive workplace which
reflects the diversity of the communities we serve.
The Board is provided with regular people updates to
enable it to support talent attraction, development and
retention, and the progress of Inclusion, Equity and
Diversity (IE&D) and colleague engagement initiatives.
Jardine Matheson Annual Report 2025
52
Corporate governance
As at 31 December 2025
Number of Board
members
Percentage of
the Board
Number of
senior positions
on the board
(CEO, CFO, SID
and Chair)
Number in
executive
management
(including
Company
Secretary)
Percentage
of executive
management
(including
Company
Secretary)
Gender diversity
Men 7 78% 3 8 100%
Women 2 22% – – –
Not specified/prefer not to say – – – – –
Ethnic diversity
White British or other White (including
minority-white groups) 5 56% 2 5 63%
Mixed/Multiple Ethnic Groups – – – – –
Asian/Asian British 4 44% 1 3 37%
Black/African/Caribbean/Black British – – – – –
Other ethnic group – – – – –
Not specified/prefer not to say – – – – –
The Board has considered the diversity of the Company’s
Board and senior executives in the context of the requirements
under the UK Listing Rules that UK listed companies should
publish information on the gender and ethnic representation of
their Board and executive management. As at 31 December
2025, being the reference date for the purposes of 22.2.30R(1)
(a) of the UK Listing Rules, which require the disclosure of
certain diversity statistics, and as shown below:
• The Board met its target of having one Director from a
minority ethnic background;
• The Company does not currently meet the target of the
Board comprising at least 40% female directors, but will
continue to take IE&D considerations into account for future
Board appointments; and
• The Board does not currently meet the target to have a
female director occupying one of the senior Board positions
(chair, chief executive or chief financial officer). The Directors
who hold these roles were appointed following formal,
rigorous and transparent nomination procedures and are the
most suitable and experienced individuals for their roles and
the Company’s needs. The Board will continue to take
IE&D considerations into account for future appointments
for these roles and for other director and executive
management positions.
The table below, which follows the format and categories
prescribed by the UK Listing Rules, illustrates the ethnic
background and gender diversity of the Board and executive
management – which includes the Company Secretary,
but excludes administrative or support staff – pursuant to
22.2.30R(2) of the UK Listing Rules, as at 31 December 2025,
which is our chosen reference date in accordance with the
UK Listing Rules
1
.
1
Data relating to the gender and ethnic diversity of the Board and executive management was gathered by the Company Secretary via the collection of each individual’s
identification documents, which are held within the Company’s secure filing system.
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Corporate governance
Age of Directors
Nationality of Directors Tenure of Directors
Directors’ experience
INEDs representation
Capacity of Directors (Number of Directors)
3
2
4
40-49 50-59 60-69
5 4
British Chinese
7
8
9
8
9
Corporate Governance,
Risk Management and/or Sustainability
Financial Acumen
Strategy & Business Acumen
Executive Leadership
International Business
Related Industry Knowledge/Experience
6
8
Hotels
Engineering, heavy equipment, mining and construction
9
9
Financial services
Retail and restaurants
7
Automotive and mobility
7
Property
4
5
Independent
Non-Executive Directors
Executive Directors
5 2 2
5 years or below 6-10 years
Over 10 years
The Company has a Board Diversity Policy, which is taken into account when appointments are made to the Board. We also refer
to this policy when making appointments to the Committees, but we do not have a separate Diversity Policy for the Committees.
IE&D considerations are, and will be, taken into account where relevant to Board and Committee appointments.
Board composition as at 10 March 2026:
The Board considers that there is a clear division of responsibilities between the Executive Chairman and the CEO, and this ensures
an appropriate balance of power and authority.
INED
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Corporate governance
The Executive Chairman’s role is to lead the Board, ensuring
its effectiveness while taking account of the interests of the
Company’s various stakeholders, and promoting high
standards of corporate governance.
The Executive Chairman’s principal responsibilities are in the
areas of strategy, external relationships, governance and
people. The Executive Chairman leads the Board as it
oversees the long-term strategic direction of the Company
and approves its key business priorities. His key
responsibilities also include:
• building an effective Board supported by a strong
governance framework;
• supporting the CEO in the execution of his duties;
• ensuring a culture of openness and transparency at
Board meetings;
• chairing Board meetings effectively, ensuring all Directors
effectively contribute to discussions;
• ensuring comprehensive committee reporting to the Board;
• ensuring all Directors receive accurate, timely and clear
information;
• communicating with Directors on a regular basis between
Board meetings and promoting effective communication
between executive Directors (‘Executive Directors’) and
Non-Executive Directors;
• ensuring that all Non-Executive Directors have a
comprehensive induction programme and, together with
the Nominations Committee, ensuring that there is an
ongoing focus on building their knowledge and
understanding of the business;
• providing feedback to Non-Executive Directors on their
performance and attendance at meetings;
• leading, with the CEO, the development of the culture
and values of the Company;
• agreeing, together with the CEO, key business priorities;
• supporting the development and maintenance of
relationships with existing and new key business
partners, governments and shareholders; and
• ensuring, together with the Nominations Committee,
an appropriate focus on attracting and retaining the right
people and carrying out succession planning for key
senior management positions.
The CEO is responsible for developing the Company’s
strategy for approval by the Board and ensuring its timely
execution, as well as managing all aspects of the
performance and management of the Company, with day-to-
day responsibility for:
• effective management of the Company;
• leading the development of the Company’s strategic
direction and implementing the strategy approved by
the Board;
• overseeing the Company’s approach to capital allocation,
business planning and performance;
• identifying and executing new business opportunities;
• managing the Company’s risk profile and implementing and
maintaining an effective framework of internal controls;
• developing targets and goals for his executive team;
• leading, with the Executive Chairman, the development
of the culture and values of the Company;
• ensuring effective communication with shareholders and
key stakeholders, and regularly updating institutional
investors on the business strategy and performance;
• providing regular updates to the Board on portfolio
performance;
• ensuring an appropriate focus on attracting and retaining
the right people and carrying out succession planning for
key senior management positions; and
• fostering innovation and entrepreneurialism to support
the growth of the Company’s portfolio of businesses.
Executive Chairman
Chief Executive Officer
The INEDs bring insight and relevant experience to the
Board. They have responsibility for constructively
challenging the strategies proposed by the Executive
Directors and scrutinising the performance of management
in achieving agreed goals and objectives. In addition,
INEDs work on individual initiatives, as appropriate.
INEDs
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Board meetings
The Board has in the past held four scheduled meetings each
year, as well as ad hoc meetings when appropriate to deal with
urgent matters that arise between scheduled meetings. The
Board will hold five scheduled meetings a year starting in 2026.
Board meetings are usually held in different locations across
Jardines’ markets.
The Board receives high-quality, up-to-date information in
advance of each meeting, which is provided to Directors via a
secure online board information portal. The Company reviews
the information provided to the Board regularly to ensure that
it remains relevant to the needs of the Board in carrying out
its duties.
The Directors who are based outside Asia visit the region
regularly to review and discuss the Company’s business.
The knowledge these Directors have of the Company’s affairs,
as well as their experience of the wider Group, provides
significant value to the ongoing review of the Company’s
performance and reinforces the Board’s oversight.
Board attendance
Directors are expected to attend all Board meetings. The table below shows the attendance at the scheduled 2025 Board meetings:
Meetings eligible
to attend % attended
Current Directors
Executive Directors
Ben Keswick 4/4 100%
Lincoln Pan
(1)
1/1 100%
Graham Baker 4/4 100%
Adam Keswick 4/4 100%
Non-Executive Directors
Janine Feng 4/4 100%
Stuart Gulliver 4/4 100%
Keyu Jin 4/4 100%
Ming Lu
(2)
4/4 100%
Tim Wise
(3)
2/2 100%
Former Directors
John Witt
(4)
3/3 100%
Michael Wu
(5)
2/2 100%
Notes:
(1) Lincoln Pan joined the Board of the Company with effect from 1 December 2025.
(2) Ming Lu joined the Board of the Company with effect from 24 February 2025.
(3) Tim Wise joined the Board of the Company with effect from 23 May 2025.
(4) John Witt retired from the Board of the Company with effect from 30 November 2025.
(5) Michael Wu retired from the Board of the Company with effect from 23 May 2025.
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Appointment and retirement of Directors
There are detailed plans in place to ensure orderly succession
for the Board. The Board, through the Nominations Committee,
is focused on development and succession plans at both Board
and executive level, to strengthen the management pipeline.
The Nominations Committee regularly reviews the size,
composition, tenure and skills of the Board. It also leads the
process for new appointments, monitors Board succession
planning, and considers independence, diversity, inclusion and
Company governance matters, as well as relevant expertise
and experience, when recommending appointments to the
Board. Non-Executive Directors are appointed on merit,
against objective criteria, and are initially appointed for a
three-year term.
Upon appointment, all new Directors receive a comprehensive
induction programme over several months. This is designed to
facilitate their understanding of the business and is tailored to
their individual needs. The General Counsel and the Company
Secretary are responsible for providing a briefing that covers
our core purpose and values, strategy, key areas of the
business and corporate governance.
Prior to appointment, the Nominations Committee assesses
the commitments of a proposed candidate, including other
directorships, to ensure they have sufficient time to devote to
the role. The Nominations Committee also regularly assesses
the time commitments of Directors to ensure that they each
continue to have sufficient time for their role. They also
consider the potential additional time required in the event of
urgent corporate events. Any Director external appointments,
which may affect existing time commitments relevant to
the Board, must be agreed with the Executive Chairman
in advance.
In accordance with the Company’s Bye-Laws, each new
Director is subject to retirement and re-appointment at the first
AGM after their appointment. Directors are then subject to
retirement by rotation requirements under the Bye-Laws,
whereby one-third of the Directors retire at the AGM each year.
These provisions apply to both Executive Directors and
Non-Executive Directors, but the requirement to retire by
rotation does not extend to the Executive Chairman.
The Company has determined that it is appropriate for the
Executive Chairman to be exempt from the retirement by
rotation requirements. An important part of the Company’s
strong governance is corporate stability, which is provided by
the stewardship of the business over the long term by family
shareholders, as well as other related and like-minded
shareholders, who hold a significant proportion of the shares of
the Company. The Company believes that its stakeholders gain
significant value from the long-standing governance approach
the Company has taken.
In accordance with Bye-law 84, Adam Keswick and Graham
Baker will retire by rotation at the forthcoming AGM and, being
eligible, offer themselves for re-election. Each of Adam
Keswick and Graham Baker has a service contract with a
subsidiary of the Company with a notice period of six months.
In accordance with Bye-law 91, Lincoln Pan and Tim Wise,
who were appointed as Directors since the last AGM, will also
retire at the forthcoming AGM and, being eligible, offer
themselves for re-election. Tim Wise does not have a service
contract with the Company or its subsidiaries. Lincoln Pan has
a service contract with a subsidiary of the Company with a
notice period of six months.
Director training
The Board and Audit Committee are provided with regular
training and briefing sessions on subjects of topical relevance
or matters which would support their effective functioning.
During the year, the Board received briefings relating to the
development of the Company’s key markets.
Financial and reporting systems
Each of the portfolio companies is responsible for its
operational performance and the implementation of its strategy.
The Company has established policies and procedures for
financial planning and budgeting, information and reporting
systems, risk management and monitoring of operations and
performance. The information systems in place are designed to
ensure that the financial information reported is reliable and up
to date.
The Company’s key management team, whose names appear
on page 43 of this Report, meet regularly in Hong Kong.
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Company Secretary
All Directors have access to advice and support from the
Company Secretary, who is responsible for advising the Board
on governance matters.
Insurance and indemnification
The Company purchases insurance to cover its Directors
against their costs in defending themselves in civil proceedings
taken against them in that capacity, as well as in respect of
damages resulting from the unsuccessful defence of any
proceedings. To the extent permitted by law, the Company also
indemnifies its Directors. Neither insurance nor indemnity
arrangements, however, provide cover where the Director has
acted fraudulently or dishonestly.
Delegations of authority
The Company has an organisational structure with defined
lines of responsibility and appropriate delegations of authority
in place.
The Company’s delegation of authority framework establishes
a clear pathway for decision-making. This ensures that
judgements are made at the correct business level by those
team members most equipped to do so. Every decision made
aligns with the Company’s culture and values, taking into
account the advantages, risks, financial consequences, and
effects on all stakeholders. The Board, supported by the Audit
Committee, places significant emphasis on maintaining high
governance standards throughout the Company. This focus
assists the Board in accomplishing its strategic goals and
fulfilling key performance objectives.
Directors’ responsibilities in respect of the Financial
Statements
Under the Bermuda Companies Act 1981, the Directors are
required to prepare financial statements for each financial year
and present them annually to the Company’s shareholders at
the AGM. The financial statements are required to present
fairly, in accordance with International Financial Reporting
Standards (IFRS), the financial position of the Company at the
end of the year, and the results of its operations and its cash
flows for the year then ended. The Directors consider that
applicable accounting policies under IFRS, applied on a
consistent basis and supported by prudent and reasonable
judgements and estimates, have been followed in preparing
the financial statements. The financial statements have been
prepared on a going concern basis.
Substantial shareholders
As a non-UK issuer, the Company is subject to the provisions
of the DTRs, which require that a person must, in certain
circumstances, notify the Company of the percentage of voting
rights attaching to the share capital of the Company that
person holds. The obligation to notify arises if that person
acquires or disposes of shares in the Company and that results
in the percentage of voting rights which the person holds
reaching, exceeding, or falling below, 5%, 10%, 15%, 20%,
25%, 30%, 50% and 75%.
The Company has been informed of the following holdings of voting rights of 5% or more attaching to the Company’s issued ordinary
share capital:
Shareholders
No. of ordinary
shares
Percentage of
voting rights
Butterfield Trust (Bermuda) Limited 43,381,410 14.74
1947 Trust (as defined on page 65) 38,323,002 13.02
First Eagle Investment Management, LLC 14,759,726 5.02
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Corporate governance
Apart from these interests and the interests disclosed under
Directors’ Share Interests’ below, the Company is not aware
of any holders of voting rights of 5% or more attaching to
the issued ordinary share capital of the Company as at
10 March 2026.
There were no contracts of significance with corporate
substantial shareholders during the year under review.
Related Party Transactions
Details of transactions with related parties entered into by the
Company during the course of the year are included in note 37
to the financial statements on page 157.
Engagement with shareholders, other stakeholders
and colleagues
We engage regularly with our stakeholders, including our
employees, investors, creditors, partners and government, and
this enables us to understand their perspectives and ensures
we address their expectations and shape our actions
accordingly.
The Company regularly engages with its shareholders. Since
the beginning of 2025, two results briefings, multiple analyst
and institutional shareholder meetings, and investor roadshows
have been held to actively communicate to the market
important updates and the strategic direction of the Company,
and provide executive management access to shareholders
to ask questions, discuss concerns and share feedback.
The Company has taken investor feedback into account in
the repositioning of the Company announced in March 2025,
and its transition into an investment company with a core focus
on shareholder returns.
Jardines also regularly engages with its workforce. Both the
Company and its portfolio companies regularly conduct
engagement surveys to hear from colleagues, with response
rates as high as 99%, in most cases on a par with, or higher
than, most global benchmarks. Engagement surveys are
anonymous and allow colleagues to raise issues, suggest
improvements, and provide feedback on their experience of
working for the Company and its portfolio companies.
The Company and many of its portfolio companies also
conduct shorter pulse surveys periodically to track engagement
progress. The results of surveys suggest that culture is
increasingly aligned with purpose, values and strategy and that
workforce policies and practices are consistent with values and
support long-term success.
We take the results of such surveys seriously and, over the
past year, the People & Culture (P&C) team has worked with
various departments in the Company to discuss and address
the results from a pulse engagement survey conducted in the
first quarter of 2025. Follow-up qualitative interviews and focus
groups were conducted with close to 40% of surveyed
colleagues participating, which gave additional insights.
Action plans have been developed to address feedback and
improve our colleagues’ engagement at various levels of the
organisation, and planned actions are being implemented,
both on a near- and longer-term basis.
The Company also engages with internal and external
stakeholders to communicate its progress on its sustainability
approach and to seek feedback. This includes regular
discussions with shareholders. More information can be found
in the Stakeholder Engagement and Materiality Assessment
section of the Company’s Sustainability Report. The 2024
Sustainability Report is accessible via the corporate website
www.jardines.com, and the 2025 Sustainability Report will be
published later this year.
Securities Purchase Arrangements
The Directors have the power, under the Bermuda Companies
Act and the Company’s Bye-Laws, to purchase the Company’s
shares. Any shares so purchased are cancelled and, therefore,
reduce the Company’s issued share capital. The Board
regularly considers the possibility of share repurchases or the
acquisition of further shares in its portfolio companies. When
doing so, it considers the potential for enhancing earnings
or asset value per share. When purchasing such shares,
the Company is subject to the provisions of MAR.
During the year ended 31 December 2025, the Company
repurchased and cancelled 619,600 ordinary shares for an
aggregate total cost of US$32 million. The ordinary shares,
which were repurchased in the market, represented
approximately 0.21% of the Company’s issued ordinary
share capital.
Annual General Meeting
The Company’s 2026 AGM will be held on 7 May 2026. The full
text of the resolutions and explanatory notes in respect of the
meeting are contained in the Notice of Meeting that is
published at the same time as this Report and can be found at
https://www.jardines.com/investors/shareholder-centre/annual-
general-meeting.
Corporate website
The Company’s corporate website, which contains a wide
range of additional information of interest to investors, can be
found at www.jardines.com.
Branches
Jardines maintains offices in Bermuda, the United Kingdom,
Singapore, China and other Southeast Asia locations.
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Company policies
Code of Conduct
The Company conducts its business in a professional, ethical
and even-handed manner. Its standards are clearly set out in
its Code of Conduct, a set of guidelines that every employee
must follow. Compliance is reinforced through regular training
and certification processes. The Code of Conduct requires all
portfolio companies and employees to comply with applicable
laws, industry-specific regulations, and proper standards of
business conduct. It also prohibits the giving or receiving of
illicit payments. Managers are expected to understand their
obligations under the Code of Conduct and to establish
procedures that ensure compliance at all levels.
In 2022, the Code of Conduct was updated to make it clearer,
more impactful, and more relevant to the modern workplace.
All employees are expected to familiarise themselves with the
updated Code of Conduct and to act with integrity in line with
its principles. Annual training on the refreshed Code of Conduct
was rolled out during the last year. Each portfolio company
either applies the Company’s Code of Conduct or has
implemented its own version, aligned to the Code of Conduct
but tailored to its specific industry and circumstances.
The Company’s policy on commercial conduct underpins its
internal control processes, particularly in the area of
compliance, and is set out in the Code of Conduct.
The Code of Conduct is available on the Company’s website
at: https://www.jardines.com/about-jardines/corporate-
governance/codes-and-policies.
Whistleblowing policy
The Company maintains a whistleblowing policy that outlines
how employees can report matters of serious concern.
The Board is responsible for overseeing the effectiveness of
these procedures and reviews any reports referred to it by the
internal audit function. The Board also routinely assesses the
overall effectiveness of the whistleblowing arrangements.
To create a more inclusive and caring environment where
everyone feels safe and empowered to speak up without
fear of retaliation, the Company operates a confidential
whistleblowing service managed by an independent third party
to support employees in raising concerns.
Each portfolio company has implemented its own
whistleblowing service, tailored to its industry, business and
circumstances. This independent service supplements existing
reporting channels within portfolio companies and is designed
to assist in reporting suspected illegal or unethical behaviour.
It is available 24 hours a day, in multiple local languages, and
is accessible through several channels.
Employees may make anonymous submissions when it is
inappropriate or not possible to report a concern to a manager,
supervisor, or a representative from the Company’s P&C and
Legal departments.
Reports can be lodged via email, website or a telephone
hotline.
Each report is allocated a unique case number to enable
follow-up with the person who has made the report. Reports
are sent to authorised persons at the relevant portfolio
company, including senior representatives from legal,
compliance and P&C teams, who have experience in handling
such matters. These authorised persons will investigate the
report as appropriate and notify the reporter of the outcome.
All reports are treated confidentially, and retaliation against
any person reporting a matter of concern in good faith will
not be tolerated.
Inclusion, equity & diversity (IE&D)
With a diversified portfolio of companies across Asia, we
understand that our greatest asset is our people. By embracing
the unique expertise, perspectives, and experiences of our
people, we strengthen our ability to serve our portfolio,
communities, and the economies in which we operate.
The Company applies the principle that colleagues should
always treat others in a way they would expect others to treat
them. Bullying, intimidation, discrimination, and harassment of
others have no place at Jardines and will not be tolerated.
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Corporate governance
Our IE&D Policy, which can be viewed at https://www.jardines.
com/about-jardines/corporate-governance/codes-and-policies
(Sustainability Policies/Diversity and Inclusion) encapsulates
these principles and states that all employees, regardless of
ethnicity, gender, age, sexual orientation, disability, background
or religion, should be treated fairly and with dignity, be given
equal opportunities and be valued for the contributions they
make in their role. We are actively working to build an inclusive
workplace where everyone can succeed.
We value the physical and mental health, safety and well-being
of our employees as a foundation for company success.
We support colleagues to develop their potential and contribute
to sustainable growth. In 2025, we introduced policies to
address the needs of colleagues at different life stages and
those with caregiving responsibilities. Leveraging annual global
awareness campaigns, including International Women’s Day,
International Day of Families, and International Men’s Day,
we hosted initiatives to highlight diverse health and well-being
needs, celebrate our diversity, and recognise colleagues’
contributions.
Colleagues’ views and ideas are encouraged and respected at
all levels of the organisation. To ensure psychological safety
and strengthen inclusive practices, we expanded our inclusive
language guidelines with a Cantonese version in 2025,
following the English version released in 2024. We also
provided training and learning materials to reinforce inclusive
behaviours across our community.
The Company keeps the composition of its Board and
executive management team under ongoing review, to ensure
that it remains appropriate to face the challenges of the
changing business landscape. The Company is actively
focused on supporting increased gender diversity in the
Company and each of the portfolio companies. We have
developed targets for increasing female representation in our
leadership, but recognise that further progress needs to be
made to achieve our objectives.
To build an inclusive workplace which helps progress our
ambitions across the Company, we incorporate IE&D principles
across our business and P&C practices. This includes:
• Ongoing collaboration to ensure a set of inclusive working
arrangements and policies to support IE&D;
• Keeping our recruitment, promotion, and retention systems
fair and based on aptitude, merit, and ability, including
ongoing reviews of remuneration to ensure appropriateness
of pay levels;
• Active talent management and career support for our talent
pools, to provide equitable opportunities that will enable a
diverse future pipeline of leaders; and
• Cultivating the right set of leadership behaviours through
learning campaigns to ensure our people behave in a way
consistent with the principles we have put in place.
The Company has a dedicated IE&D team, which leads
initiatives driving IE&D in the workplace. The team also works
closely with the IE&D community across our portfolio
companies. Through regular knowledge and resource sharing,
we promote an open and inclusive culture where everyone
can succeed.
We aim to be an employer of choice by enabling colleagues to
be themselves and thrive at work. To achieve this, we work
closely with external experts and participate actively in
conferences and events, ensuring our commitment to IE&D
remains aligned with local best practices.
Data privacy
The Company’s Code of Conduct and Data Breach Notification
Policy underpin this commitment.
The Company is committed to being a responsible custodian of
the data entrusted to it by customers, employees, suppliers
and other stakeholders keeping the data secure and
processing it in accordance with legal requirements and
stakeholder expectations as they continue to evolve.
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Remuneration Report
Introduction
This Report² sets out the approach to remuneration for the
Company’s Directors and employees. It summarises the link
between our values, strategy and our remuneration framework,
and between performance and reward, in determining
remuneration outcomes.
Jardine Matheson is committed to a remuneration philosophy
that upholds our responsibility to create sustainable value
for colleagues, shareholders and broader stakeholders.
Our approach is anchored in principles that guide the design,
governance, and execution of our remuneration strategy.
We believe that the interests of our colleagues and
shareholders should be inseparable, and therefore our
remuneration framework is structured to reinforce and support
this alignment. Our remuneration strategy is intrinsically linked
to our business strategy, ensuring that remuneration
meaningfully supports both short- and long-term goals and
organisational priorities.
We aim to provide compensation that is competitive enabling
us to attract, motivate, and retain talent. Market
competitiveness is assessed through structured benchmarking
against predetermined target market positioning, covering base
salary, allowances, and both short- and long-term incentives.
Performance differentiation is a core component of our
philosophy: colleagues are rewarded based on their
contribution and impact, reinforcing a performance-driven
culture.
Our remuneration approach is also designed to reflect and
strengthen the culture we aspire to foster. We are committed
to fairness, transparency, and integrity in all aspects of
remuneration, consistent with the standards set out in our
Code of Conduct. We reward colleagues free from any bias
related to gender, race, ethnicity, age, disability, or other non
performance related factors.
This philosophy reflects our dedication to building a
remuneration framework that supports our strategic ambitions,
upholds our values, and creates long term value for all
stakeholders.
2
This Remuneration Report is unaudited, except as otherwise indicated.
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The table below summarises the elements of our remuneration approach and their application:
Element Basis of determination
Base salary
This is the fixed portion of
remuneration paid in cash
We maintain competitive base salaries benchmarked against relevant market data and industry
standards. Our pay structures are regularly reviewed to ensure internal equity and external
competitiveness, with compensation decisions based on role responsibilities, skills, experience,
and performance – not on factors such as gender, age, race, or other non-job-related characteristics.
Short-term incentive
This is delivered in the
form of a discretionary,
performance-based
element of remuneration
paid in cash
Short-term incentives are designed to incentivise and reward the achievement of business
objectives, individual performance and contribution.
Benefits and Wellbeing
These include benefits-in-
kind and benefits in the
form of cash
Our comprehensive benefits package includes health and wellness programs, retirement savings
with employer matching, flexible work arrangements, career development opportunities, and
programs supporting work-life integration. Our employees are empowered to tailor their benefit
coverage to individual needs through our flexible benefits programme.
Long-term incentives Members of executive management are required to use up to 30% of the Short-term Incentive they
receive to acquire and hold shares of the Company to satisfy the shareholding requirements.
For the CEO and for senior management, going forward from 2026 a significant portion of their
compensation will be in the form of performance-linked shares tied significantly to total shareholder
return and the performance of the Company. For example, approximately two-thirds of the CEO’s
total compensation is in share-based compensation.
We will roll out the long-term incentive program to other senior executives in 2026, and will share
more details of this in future disclosures.
=
x x x
STI
payout
Relevant
income
STI target
percentage
Business
performance
Individual
performance
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How remuneration is linked to business strategy
Jardine Matheson’s approach to remuneration is designed to support and reinforce its strategic priorities. The level of remuneration is
determined based on a review of the contribution to the achievement of these priorities. In particular, the level of contribution to and
achievement of total shareholder return and dividend growth and key underlying drivers for sustainable investment company financial
performance including recurring free cashflow, quality of earnings and appropriate capital recycling.
These priorities are reviewed regularly to ensure alignment with the Company’s strategic direction. Each year, the Executive
Chairman and CEO, in consultation with members of the Board, agree annual objectives to advance these priorities. The annual
objectives for 2026 are summarised below:
Objective Measure of success
Generate growing cash flow from the portfolio • Growth in JMH parent free cashflow
Continue non-core capital recycling • Disposals and other capital recycling projects progressed
Drive delivery of strategic priorities Individual performance priorities for the CEO and senior management
covering projects including:
• Evolved organisation structure, upgraded capabilities in key areas for
a high performing investment company and robust succession plans
• New investments at JMH level
• Key shareholder value creation initiatives at portfolio companies
• Management of key reputational and risk issues
Drive Group-wide sustainability agenda • Progress on decarbonisation targets
• Progress on other key elements of sustainability strategy
Deliver objectives in line with JMH values and culture • Assessment of the Board
Following the establishment of the Remuneration Committee in March 2026, the Committee will in future review the terms and design
of short- and long-term performance-related incentives, including the review and approval of any changes to plan design, targets
and metrics.
At the beginning of each year, each senior executive sets out individual performance objectives that are relevant to their role.
These objectives are required to take account of the role’s expected contribution to the Company and be aligned with the Company’s
strategic direction and annual objectives, as well as Company culture. These individual objectives are then agreed between the
senior executive and the CEO, in consultation with the Executive Chairman, and the senior executive is held accountable for the
agreed objectives. By assigning goals on an annual basis and reviewing them regularly, we ensure relevance to and alignment with
the Company’s strategic direction, as well as alignment between the interests of senior executives and shareholders.
Objectives are determined in a manner that allows the Company to achieve its strategic ambitions, while delivering competitive
remuneration upon their achievement.
Each year, senior executive achievements are reviewed and compensation levels are approved. Communication of remuneration-
linked goals and attainment is designed to be simple in nature, so it is easy to understand for participants, and it can clearly show
direct alignment to the strategic priorities of the Company.
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Directors’ remuneration
Shareholders decide at general meetings the maximum
aggregate Directors’ fees as provided for by the Company’s
Bye-Laws.
The remuneration of the Company’s Non-Executive Directors
is not linked to performance. This is consistent with
Non-Executive Directors being responsible for objective
and independent oversight of the Company. The Company’s
Bye-Laws provide that Directors may determine their own
remuneration, but the total amount provided to all Directors
(excluding the CEO and any Executive Directors
3
of the
Company) must not exceed the sum agreed by shareholders at
a general meeting. The maximum aggregate remuneration of
US$1.5 million per annum was approved by shareholders at
the 2025 AGM. The Company is seeking to increase this
amount to US$2.5 million per annum at the 2026 AGM,
to support the establishment of the Company’s Nominations
and Remuneration Committees and provide the Company with
flexibility to appoint new Director(s) and/or establish additional
board committee(s) in future.
3
For the purposes of this section entitled ‘Directors’ remuneration’ and the following section entitled ‘Share ownership by Senior Management’, Executive Directors means the
Executive Directors of the Company and members of the executive management team, as listed from pages 40 to 43.
Non-Executive Directors do not receive bonuses or any other
incentive payments or retirement benefits. The Non-Executive
Directors are reimbursed for expenses properly incurred in
performing their duties as a Director of the Company.
The level of fees paid to the Company’s Non-Executive
Directors is kept under regular review. Fees are benchmarked
against a peer group of similar companies and a proposal is
reviewed by the Board.
The schedule of fees paid to Directors in respect of 2025 is
set out in the table below. Fees are annual fees, unless
otherwise stated:
US$
Base Non-Executive Director fee 100,000
Audit Committee Member fee 35,000
Audit Committee Chairman fee 50,000
Director
Director fee
US$
Audit Committee fee
US$
Total fees
US$
1 Ben Keswick (Executive Chairman)
(1)
– N/A –
2 Lincoln Pan – N/A –
3 Adam Keswick – N/A –
4 Graham Baker – N/A –
5 Janine Feng 100,000 35,000 135,000
6 Stuart Gulliver 100,000 50,000 150,000
7 Keyu Jin 100,000 N/A 100,000
8 Ming Lu
(2)
100,000 N/A 100,000
9 Tim Wise
(3)
50,000 23,333 73,333
Former directors
John Witt
(4)
– N/A –
Michael Wu
(5)
39,180 13,713 52,893
Total 489,180 122,046 611,226
Notes:
(1) Chairman’s fee of US$110,000 surrendered to the Company.
(2) Ming Lu was appointed to the Board of the Company with effect from 24 February 2025.
(3) Tim Wise was appointed to the Board of the Company with effect from 23 May 2025.
(4) John Witt retired from the Board of the Company on 30 November 2025.
(5) Michael Wu retired from the Board of the Company on 23 May 2025.
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4
Under the terms of the 1947 Trust, income can be distributed to eligible beneficiaries, including to senior executive officers and employees of the Company and its wholly-owned
subsidiaries. The Executive Directors from time to time are discretionary objects or beneficiaries of the 1947 Trust.
The Executive Directors are paid in accordance with the
Company’s compensation framework.
Depending on their performance, the Executive Directors may
receive amounts in lieu of discretionary annual incentive
bonuses from the income of a trust created in 1947
(the ‘1947 Trust’), which holds 38,323,002 ordinary shares in
the Company, representing 13.02% of the Company’s issued
share capital.
4
The Executive Directors do not receive any
discretionary annual incentive bonuses from the Company.
This arrangement benefits shareholders by aligning their
interests with those of the Executive Directors. This happens in
two principal ways.
First, the 1947 Trust was established and acts completely
independently of the Company. Decisions as to the allocation
of the 1947 Trust’s income to the Executive Directors are made
by the Executive Chairman, taking into account the interests of
shareholders as a whole, in consultation with the CEO and an
INED, and with the benefit of external advice as and when
appropriate. The fact that this assessment and these decisions
are made by a significant shareholder, taking into account the
interests of shareholders as a whole, and not the Company,
is a key benefit for shareholders of this arrangement.
Historically, a significant part (up to 30%) of the amounts paid
to Executive Directors from the 1947 Trust is specified to be for
the purposes of acquiring shares in the Company. Executive
Directors are expected to acquire shares in the Company up to
the relevant value within a six-month period after the payment
and then retain such shares in accordance with the share
ownership policy, described in the section entitled ‘Share
Ownership by Executive Directors’ below.
The 1947 Trust’s income consists solely of ordinary dividends it
receives on its shareholding in the Company. Those dividends
are accounted for by the Company as ordinary dividends and
the amounts paid to the Executive Directors are not borne by
the Company or accounted for as expenses of the Company.
This also directly benefits shareholders.
Share ownership by Senior Management
We believe that it is essential to align the interests of
shareholders and senior management. This means creating an
environment where the senior executives are incentivised to
create long-term shareholder value. We have sought to do this
in part by requiring all senior executives to accumulate and
hold shares in the Company for the long-term.
In this regard, the Company has adopted a Directors’
Shareholding Policy (the ‘Shareholding Policy’). The
Shareholding Policy requires that each of the Executive
Directors should build a meaningful and increasing
shareholding in the Company over time.
The Shareholding Policy sets a minimum shareholding
requirement. For all Executive Directors (other than the
Executive Chairman and the CEO) the minimum requirement is
to hold shares in the Company with a value of 2.5 times their
annual basic salary. For the Executive Chairman and the CEO,
the value is five times their annual basic salary. New Executive
Directors are permitted two years from the commencement
of their employment to accumulate the required level of
shareholding. All Executive Directors of the Company meet the
minimum shareholding requirements.
Our launch of a long-term incentive plan (LTIP) is designed to
increase share-based compensation and to tie executive
performance with long term performance of the stock.
All shares, once acquired, should be retained by the relevant
Executive Director for so long as they are engaged by the
Company and for at least two years thereafter. The Executive
Chairman may discuss with the relevant individual how the
Shareholding Policy will apply in their circumstances.
Jardine Matheson Annual Report 2025
66
Corporate governance
Jardine Matheson Holdings Limited Interests
Ben Keswick 64,673,009
(a) (b) (c)
Lincoln Pan 202,722
Graham Baker 123,393
Stuart Gulliver 62,067
Adam Keswick 57,072,112
(a) (b) (c)
Ming Lu 10,440
Tim Wise 2,524
Notes:
(a) Includes 1,750,004 ordinary shares held by a family trust, the trustees of which
are closely associated persons of Ben Keswick and Adam Keswick.
(b) Includes 40,491,888 ordinary shares held by family trusts, the trustee of which is
a closely associated person of Ben Keswick and Adam Keswick.
(c) Includes 10,576,789 ordinary shares held by a family trust, the trustee of which is
a closely associated person of Ben Keswick and Adam Keswick.
Key Management Interests
Matthew Bland 76,612
Stephen Gore 74,700
Elton Chan 5,800
In addition to the interests of the Directors and key
management of the Company set out above, the interests for
each of the Executive Directors include 38,323,002 ordinary
shares in the Company held by the 1947 Trust, in which the
Executive Directors are interested as discretionary objects
under the 1947 Trust (as further described in the ‘Directors’
Remuneration’ section) and/or as the 1947 Trust is a closely
associated person of certain of the Directors. For these
purposes, such Executive Directors are deemed to be
interested in the 38,323,002 ordinary shares held by the
1947 Trust.
In addition, as at 10 March 2026, Stephen Gore held options in
respect of 35,000 ordinary shares issued in the past pursuant
to the Company’s share-based long-term incentive plans.
Share schemes
In the past, share-based long-term incentive plans provided
incentives for Executive Directors and senior managers.
No options have been granted since 2019, and there are no
current plans to grant further options. Share options are not
granted to Non-Executive Directors.
Remuneration outcomes in 2025
For the year ended 31 December 2025, the Company’s
Directors received US$52.0 million (2024: US$47.9 million)
in aggregate, being:
2025
US$m
2024
US$m
Distributions from the 1947
Trust 44.0 40.3
Directors’ fees and employee
benefits from the Company 8.0 7.6
Directors’ fees and employee benefits included:
2025
US$m
2024
US$m
Directors’ fees 0.6 0.8
Short-term employee benefits
including salary, bonuses,
accommodation and
deemed benefits in kind 7.2 6.6
Post-employment benefits 0.2 0.2
The information set out in this section headed ‘Remuneration
Outcomes in 2025’ forms part of the audited financial
statements.
Consistent with the Company’s remuneration philosophy,
discretionary compensation for Executive Directors in 2025
was set based on assessment of performance in 2025.
This assessment was made by reference to their overall
contribution toward advancing strategic priorities as well as
the achievement of specific annual and individual performance
objectives (as further described in the ‘How Remuneration is
Linked to Business Strategy’ section).
Directors’ share interests
The Directors and key management of the Company in office
on 10 March 2026 had interests* in the ordinary share capital
of the Company as set out below. These interests included
those notified to the Company in respect of the Directors’
closely associated persons*.
* within the meaning of MAR
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Audit Committee Report
Chair’s introduction
The Committee has monitored the approach and scope of the
Company’s non-financial reporting framework, particularly in
light of the upcoming implementation of new sustainability and
climate-related disclosure standards (IFRS S1 and S2). It also
received regular updates from management on the wider
control environment, which remains ‘Effective’ overall. The
Committee examined progress in remediating deficiencies in
certain areas, such as those identified at Mandarin Oriental,
and reviewed reports on whistleblowing, with input from the
Company’s Audit and Risk Management function (ARM) and
our external auditor, PwC.
The Committee reviewed and monitored the Company’s
principal risks, which were updated to reflect the Company’s
redefined governance approach, through a combination of
business reviews and regular updates from management and
ARM. Read more on page 69.
The 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.
The Committee’s key responsibilities are summarised in its
terms of reference on page 68. The Committee’s terms of
reference were reviewed and updated during the year, and the
full terms of reference can be obtained from the Company’s
website at www.jardines.com.
Stuart Gulliver
I am pleased to present the Audit Committee’s report for the
year ended 31 December 2025.
We held three scheduled Audit Committee meetings in 2025.
The third meeting in December provided the Company
with an early assessment of issues that might impact the
full-year results.
The uncertain macro environment remained an area of
significant focus for the Committee this year. Close attention
was paid to the fair value losses on investment properties and
impairments in Hongkong Land’s Build-to-sell business on the
Chinese mainland. Additionally, the Committee monitored the
continued headwinds faced by Zhongsheng, which indicated a
significant potential impairment at year-end, and the ongoing
valuation assessments of various assets within Astra.
The Committee has regularly scrutinised accounting issues
and judgements made by management, to monitor and assess
the continued integrity of the Company’s financial reporting.
Key areas of review included property valuations, the carrying
value of associate investments, provisioning, and the adoption
of a revised accounting policy for ‘non-trading items’. Read
more in note 44 to the financial statements.
Jardine Matheson Annual Report 2025
68
Corporate governance
Audit Committee
The Board is supported by the activities of the Audit
Committee. The current members of the Audit Committee are:
• Stuart Gulliver (Chairman);
• Janine Feng; and
• Tim Wise.
Tim Wise was appointed as a member of the Committee on
23 May 2025, in place of Michael Wu, who stood down with
effect from the same date. The Audit Committee comprises
only INEDs. Each of Stuart Gulliver, Janine Feng and Tim Wise
has recent financial experience and expertise, as well as a
deep understanding of risk management.
The Company’s CEO, CFO and General Counsel, together
with representatives of the internal and external auditors,
also attend Audit Committee meetings by invitation. Other
individuals may attend part of a meeting for specific agenda
items as appropriate. The Committee meets on a scheduled
basis three times a year, and reports to the Board after
each meeting.
The role of the Audit Committee is governed by its terms of
reference. The Committee’s remit includes:
• independent oversight of financial reporting processes,
including related internal controls; risk management and
compliance; business ethics issues; the risks related to
information systems and procedures and cybersecurity;
• monitoring and reviewing the effectiveness of the internal
audit function and the Company’s external auditor;
• considering the independence and objectivity of the external
auditor, including review of the nature and extent of non-audit
work performed by the external auditor; and
• reviewing independent assurance in respect of the
effectiveness of sustainability metrics adopted by the
Company.
Before completion and announcement of the Company’s
half-year and full-year financial results, a review is undertaken
by the Committee, with the executive management, of the
Company’s financial information and any issues raised in
connection with the preparation of the financial results,
including the adoption of any new accounting policies. A report
is also received by the Committee from the external auditor.
The external auditor also has access, when necessary, to the
full Board and other senior executives and the boards of the
Company’s portfolio companies.
The Committee confirms, to the best of its knowledge, the
consolidated financial statements prepared in accordance
with International Financial Reporting Standards, including
International Accounting Standards and Interpretations as
issued by the International Accounting Standards Board, give a
true and fair view of the assets, liabilities, financial position and
profit or loss of the Company.
The key matters considered by the Audit Committee during
2025 included:
• reviewing the 2024 annual financial statements and parts of
the 2024 annual report and accounts, as well as the 2025
half-yearly financial statements, with particular focus on the
valuation of investment properties, recoverability of
properties for sale held by the Company and its joint
ventures, provisioning for consumer financing debtors,
carrying value of associate investments in Zhongsheng and
Robinsons Retail and accounting for the divestment of
associate Yonghui;
• reviewing the actions and judgements of management in
relation to changes in accounting policies and practices to
ensure clarity of disclosures and compliance with new
accounting standards;
• receiving reports from Internal Audit on the status of the
control and compliance environment of the Company and its
business divisions and progress made in resolving matters
identified in the reports;
• reviewing the principal risks, evolving trends and emerging
risks that affect the Company and monitoring changes to the
risk profile, as well as the effectiveness of risk management
measures and crisis management arrangements;
• receiving updates on the cybersecurity threat landscape and
the Company’s cybersecurity environment, risk management
approach, training, priorities and control effectiveness;
• reviewing the annual internal audit plan and status updates;
• reviewing audits of businesses by PwC and by auditors other
than PwC;
• reviewing confirmations provided in respect of the
Company’s exposure to fraud;
• reviewing the assurance provided by PwC as external
assurance provider on the Company’s Sustainability metrics;
and
• reviewing the independence, audit scope and fees of PwC as
external auditor and recommending their re-appointment as
the Company’s external auditor.
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Audit Committee attendance
The table below shows the attendance at the scheduled 2025
Audit Committee meetings:
Meetings
eligible to
attend % attended
Audit Committee members
in 2025
Stuart Gulliver (Chairman) 3/3 100%
Janine Feng 2/3 67%
Tim Wise* 2/2 100%
Michael Wu* 1/1 100%
* Michael Wu resigned from the Audit Committee on 23 May 2025. Tim Wise was
appointed to the Audit Committee on 23 May 2025.
Auditor independence and effectiveness
The independence and objectivity of the Company’s external
auditor are safeguarded by control measures, including:
• reviewing the nature of non-audit services (including
compliance with the Company’s non-audit services policy);
• the external auditor’s own internal processes to approve
requests for non-audit work to the external audit work;
• monitoring changes in legislation related to auditor
independence and objectivity;
• the rotation of the lead audit partner after seven years;
• independent reporting lines from the external auditor to the
Committee and providing an opportunity for the external
auditor to have in-camera sessions with the Committee;
• restrictions on the employment by the Company of certain
employees of the external auditor;
• providing a confidential helpline that employees can use to
report any concerns; and
• an annual review by the Committee of the policy to ensure
the objectivity and independence of the external auditor.
The Board’s annual review in 2025 of the external auditor’s
independence and effectiveness found that they performed
their duties effectively. The Board found the level of
professional scepticism, the number and regularity of meetings
with the Audit Committee (both informal as well as formal),
feedback from Committee members and internal stakeholders,
and the levels of technical skills and experience to be effective.
At each AGM of the Company, the Company is required to
appoint an external auditor to hold office until the conclusion of
the next AGM. The Company’s shareholders approved the
reappointment of PwC Hong Kong as the Company’s external
auditor at the AGM on 2 May 2025.
Risk management and internal control
The Board has overall responsibility for the Company’s
systems of risk management and internal control. It is
supported by the Audit Committee, which is responsible for
providing oversight of the Company’s risk management
activities.
The Audit Committee considers the Company’s principal risks
and uncertainties, as well as emerging risks that it may face.
It also ensures that the Company maintains robust risk
management systems to safeguard the Company’s interests
and those of its stakeholders. In addition, it reviews the
effectiveness of the design and operation of the Company’s
systems of internal control (financial, operational and
compliance) and the practices that the Company adopts to
mitigate these risks.
Appropriate governance of the portfolio operating companies
has been adopted by the Company by maintaining ongoing
engagement with the portfolio companies through shareholder
representatives on both the Boards and Audit Committees of
key controlled portfolio companies who are fully accountable
for governance, risk management and internal control, in
addition to having full accountability for setting and executing
strategy, and driving operational performance and capital
allocation to deliver enhanced growth and shareholder returns.
While the Company’s executives no longer take a direct role
in day-to-day operations or governance of the portfolio
companies, the Board fulfils its assurance and reporting roles
for the Company primarily by relying on portfolio Boards,
Audit Committees and Executive Teams and their respective
processes. Key risk and governance matters are regularly
reported to the Company’s Audit Committee by the Chair of
each portfolio company Audit Committee.
Jardine Matheson Annual Report 2025
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Corporate governance
The Boards/Committees Internal/external audit
Operational teams
Report
Oversee
Portfolio companies Audit Committees/
Risk Management and
Compliance Committees
Boards of portfolio companies The Company Audit Committee
Portfolio companies
Risk Management/
Compliance teams
Portfolio companies
Internal Audit
The Company Board of Directors
Portfolio companies governance
Audit and
Risk Management (ARM)
External Audit
The Company has an established risk management process
which has not changed materially and covers all of its portfolio
companies. This process includes the portfolio companies
maintaining their own risk registers that detail their existing
and emerging risks to the achievement of their strategies as
well as relevant key controls and mitigating actions to address
these risks.
The Company’s ARM assists the Audit Committee with fulfilling
its assurance and reporting roles in governance, risk
management and internal control, and reporting periodically on
the results of this assistance, as mandated, including on its
review of key risks and other matters reported from the
Company’s portfolio companies. ARM’s responsibilities include
conducting internal audits of the processes implemented by
the Company and the portfolio companies, where mandated.
ARM is also responsible for reviewing and aggregating risks
reported by the Company’s portfolio companies, maintaining
the Company’s risk register, and raising awareness of the
Company’s approach to risk management amongst colleagues
via various educational activities and communications. ARM
adheres to international professional practice standards for
internal auditing. To safeguard its independence and objectivity,
ARM reports functionally to the Audit Committee of the
Company and has full and unrestricted access to the Company
business functions, records, locations and personnel.
The Company expects each portfolio company to make
appropriate provision for high-quality, independent internal
audit of its operations, controls and risk management and
governance processes. The choice of who to appoint to
perform such work rests with the Audit Committees of the
respective portfolio companies although, in many cases,
ARM is appointed to fulfil this internal audit role. Whether or
not that is the case, the Company requires the quality of audit
work provided to each portfolio company to be regularly
assessed (at least every five years) by a third-party
independent consultant.
The Company’s internal control systems are designed to
manage, rather than eliminate, business risk, to help safeguard
its assets against fraud and other irregularities and to give
reasonable, but not absolute, assurance regarding material
financial misstatement or loss.
The Company’s risk management process, risk register and
internal control are reviewed by ARM on a regular basis.
Risk governance structure
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Corporate governance
The Company operates a “three lines of defence” risk
governance framework which defines clear responsibilities and
the structure for ensuring accountability for and transparency
regarding its risk management practices, as shown below:
• First line: identifies and assesses relevant risks and then
implements and manages specific responses to, and other
mitigating actions for, these risks. It also establishes, and is
responsible for, control activities which ensure that its
operations are carried out properly. Such activities are
considered an integral part of corporate operations. The first
line comprises functional management at the Company and
in the portfolio companies as well as these entities’ company
leadership;
• Second line: monitors the key risks of the Company and its
portfolio companies and ensures that controls implemented
by the first line are appropriate and effective. It also provides
support to the first line in the identification and assessment of
key risks, as well as in the implementation of the procedures
and controls necessary to address them. This second line is
entrusted to risk management and compliance functions at
the Company and in the portfolio companies; and
• Third line: performs independent and objective assurance
and advisory activities, to assess the adequacy of internal
control, risk management and corporate governance
processes, using a risk-based approach. These are carried
out by the internal audit functions of the Company and of the
portfolio companies, which operate independently.
Risk Reporting
& monitoring
Risk
Assessment
Risk
Treatment
Risk
Identification
The Company and each portfolio company are responsible for:
• implementing risk management and “three lines of defence”
framework;
• identifying and assessing the principal and emerging risks
and uncertainties to which the Company and each portfolio
company are exposed, respectively;
• implementing the most appropriate actions to mitigate and
control these risks to an acceptable level;
• providing adequate resources to minimise, offset or transfer
the effects of any relevant risk event that may occur, whilst
considering related costs and benefits;
• monitoring the effectiveness of their systems of risk
management and internal control;
• reporting periodically to their respective board of directors
and audit committee (or equivalent body) on principal and
emerging risks and uncertainties; and
• reporting on key risks and other matters to ARM as part of
ARM’s process for reporting to each Company Board and
Audit Committee meeting.
Risk management framework
Risk management is integrated into the Company’s strategic
planning, budgeting, decision-making and operations. Central to this
is the continuous and systematic application of:
Risk reporting & monitoring
• Periodically reviewing principal risks and
uncertainties.
• Monitoring the adequacy and effectiveness of risk
management activity and internal control through
regular review.
• Regularly reporting of principal risks and
uncertainties by the portfolio companies to the
Company’s Board of Directors via the Audit
Committee and ARM.
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72
Corporate governance
Risk identification
• Identifying and documenting the exposure
to risks relating to the achievement of its
strategic objectives, categorised with
reference to a risk taxonomy.
• Adopting structured and methodical
techniques for identifying critical risks.
Risk assessment
• Evaluating risks by estimating the likelihood of
their arising, their potential financial and
reputational impact, and the speed at which they
may materialise, at both the inherent and
residual levels.
• Determining the relative significance of each risk
using a scoring system and reflecting this in a
risk trend summary based on residual risk.
Risk treatment
• Tolerate – accepting the risk if it is within
the risk appetite.
• Terminate – disposing of or avoiding the
risk if there is no appetite to accept it.
Risks may be accepted if mitigated to an
appropriate level via:
• Transfer – insuring against the risk or
sharing it through contractual
arrangements with business partners.
• Treat – redesigning controls or
introducing new controls to address the
risk, and monitoring the performance of
these controls.
A Risk Management Framework, based on ISO 31000 and the
COSO principles, has been established and embedded into the
Company’s business activities, to enable the Company and
each portfolio company to identify and assess their key risks
and define their strategies for treating, monitoring and reporting
on such risks. The risk registers prepared by each portfolio
company provide the basis for an aggregation process,
which summarises the principal risks and uncertainties facing
the Company as a whole.
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Portfolio performance and optimisation
Description
The Company’s individual portfolio companies
all operate in rapidly evolving and competitive
business environments, requiring them to
continuously adapt by creating new markets,
devising new ways of delivering value to their
customers, optimising costs and adopting
technology-driven innovation. Failure by any
portfolio company to meet such challenges will
negatively impact the growth and equity
performance of the Company.
In aggregate, the Company also faces
inherent risks relating to the economic
prospects of the sectors and geographic
markets in which its portfolio companies
operate. Excessive exposure to correlated
economic cyclicality, sunset sectors, declining
economies, sectors at risk of transformational
disruption or competition from capital requiring
substantially lower long-term returns could
hinder the future growth and long-term returns
on investment of the Company’s portfolio as
well as exposing the Company to excessive
volatility. While business diversification
(sectoral and geographic) will mitigate these
risks, excessive portfolio complexity or capital
intensity could also limit the Company’s ability
to invest at sufficient scale to build resilient,
scalable businesses or dilute returns.
Mitigation
At portfolio company level, the Company has taken actions as follows:
• Appointment of shareholder representatives on the Boards and Audit
Committees of key controlled portfolio companies.
• Strong engagement at Board and Committee level on key topics relating
to strategy, key personnel appointments, management incentives and
major investments, as well as clearly agreed limits to balance sheet risk
• Regular monitoring of portfolio company operating performance &
market dynamics by the Board and Jardines’ shareholder
representatives, to identify any weaknesses and opportunities at an
early stage and to encourage and challenge management to act
as appropriate.
For managing portfolios at JMH level, the Company has taken actions
as follows:
• Sharing of issues or incidents among the portfolio companies as lessons
learned and to strengthen preventative measures.
• Set up of well-defined asset allocation plan aligning with strategic
objectives.
• Establishment of return and risk metrics and thresholds within the asset
allocation plan which are expected to be met consistent with the
Company’s 5-year Total Shareholder Return time horizon.
• Controlled-investment positions prioritisation and establishment of
minimum-scale criteria to avoid unintentional business/geographic
exposures and excessive portfolio complexity
• Use of metrics and thresholds to monitor performance, concentration
and composition of the Company’s investment portfolio and to conduct
periodic scenario analysis to understand how the portfolio performs
under various potential adverse market conditions.
• Evaluations of new opportunities for investment in the context of the
Company’s overall portfolio and strategies.
Promotion of a culture of risk awareness
The Company’s strong culture of risk awareness is upheld by
integrating and embedding risk processes and procedures
throughout each portfolio company.
Regular risk management updates and training are provided to
the Company’s board members and staff, to elevate their
awareness of risk and emerging trends. Risk management
initiatives, such as training and sharing sessions, are also
undertaken by each portfolio company.
This Company-level activity supports and supplements the
knowledge base that each portfolio company creates in respect
of their own risk management activities.
Principal Risks and Uncertainties
Set out below are the principal risks and uncertainties facing
the Company, as required to be disclosed pursuant to the
DTRs, as well as a summary of the steps taken to mitigate
them. The principal risks and uncertainties have been revised
to reflect our role as an engaged investor. Therefore, no
analysis of the relative significance of each risk compared to
the prior year is provided.
Jardine Matheson Annual Report 2025
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Corporate governance
(Geo)political and economic
Description
Global geopolitical risk represents uncertainties arising from
international conflicts, shifting alliances, trade disputes,
or global regulatory changes and it can disrupt markets,
supply chains, and investment climates across multiple
countries, impacting organisations with cross-border
operations and global exposure and affecting sentiment in
the territories in which the Company’s portfolio companies
operate, international flow of goods and services and
impacting their prospects for growth and value of the
Company as a whole.
Regional/local political developments bring uncertainties
within a specific country or region, such as government
instabilities, policy shifts, regulatory changes, corruption,
or civil unrest. These developments directly affect portfolio
companies operating in that jurisdiction, influencing
investment security, operational stability, and compliance
with local governance.
Beyond geopolitics or regional/local politics, the Company,
as a long-term investor, is exposed to the risk of adverse
developments in global, regional & local macro- & micro-
economic developments that affect its portfolio companies.
This is either directly or through the impact that such
developments might have on the companies’ joint ventures,
partners, associates, bankers, suppliers, etc. These
developments could include recession, deflation, currency
fluctuations, restrictions in the availability of credit, business
failures or increases in financing costs, oil prices and cost of
raw materials.
Mitigation
• Regular monitoring of geopolitical developments by using
published geopolitical risk indices and collaborating with
political analysts and “think tanks”, to obtain early
warnings of risks and inform decision-making.
• Strengthening of the Company’s and portfolio company
government affairs team and network with extensive
engagement of senior management and stakeholders
ongoing.
• Monitoring of macroeconomic environment and
consideration of economic factors in strategic and
financial planning.
• Agile adjustments to existing business plans,
where appropriate, and exploration of new business
opportunities and markets.
• Monitoring of the Company’s exposure to various
economic scenarios using hedging ratios, to understand
their potential impacts and to prepare measures to
address them.
• Utilisation of financial instruments, such as interest rate
swaps and foreign exchange forwards, to hedge against
economic risks.
• Review of the Company’s insurance coverage to ensure
that risks are transferred to the optimum extent.
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Overview Leadership statements Creating value Performance Governance Financials
Corporate governance
Strategic partnerships
Description
The nature and effectiveness of the Company’s relationships,
and those of its portfolio companies, with joint venture
partners, major shareholders of associate undertakings and
franchisors, and in strategic alliances with other companies,
government authorities, etc., will directly affect its
performance.
These relationships create opportunities for growth, market
expansion, improving operational efficiency and promoting
innovation. However, they also introduce risks that can
undermine shareholder value and lead to vicarious
responsibility or liability that causes reputational damage.
These risks can stem from lack of transparency with respect
to these parties’ operations or their non-compliance with
regulatory requirements that they face. Also, disputes with
such parties may arise because of differences in corporate
culture, priorities, strategic direction, management
approaches, capital allocation and risk appetite between the
Company’s portfolio companies and such parties. Conflicts
of interest involving these parties may also take place.
Mitigation
• Sufficient research and due diligence on, as well as
robust evaluation and selection of, potential business
partners.
• Thorough legal review of draft partnership agreements to
ensure that they contain adequate rights and protections,
including partners’ liability for poor performance.
• Close relationships with senior management of business
partners, with regular communication on key strategic
matters, including those relating to sustainability issues.
• Inclusion of scenarios relating to disruption of
relationships with partners into business continuity
planning.
• Regular evaluation and monitor partnership performance
against agreed-upon metrics.
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Corporate governance
Financial strength and funding capabilities
Description
Financial strength & funding
The Company is exposed to financial market, credit and
liquidity risks which can impact its financial strength and
funding capabilities:
Financial market risk: the Company’s financial market risks
include fluctuations or adverse movements in market
prices due to changes in macro-economic conditions.
These include:
(a) foreign currencies;
(b) commodity prices; both impacting profitability of portfolio
companies and its cashflow or dividend contribution to
the Company;
(c) interest rates, impacting cost of borrowing of the
Company and its portfolio companies; and
(d) equity market prices, impacting valuation of the
Company and/or value of its investments
Credit risk: primarily attributable to counterparty default risk
in respect of deposits held with banks, cash flows relating to
investments in short-term money market funds or debt
instruments if any, and credit exposure to derivatives.
Liquidity risk: primarily relates to inability to meet short-
term financial obligations. The Company may face liquidity
risk if its financial position persistently deteriorates and if it
loses/has reduced access to funding from banking or
capital markets.
All of these may negatively impact the Company’s financial
stability and performance as an investment company to meet
strategic objectives for growth and return.
Sustained, deteriorating financial position and decline in key
financial metrics can lead to a lower credit rating, which in
turns will lead to higher cost and reduced access to liquidity.
Credit ratings, being a primary risk indicator, also influence
the type and profile of equity investors in the Company and
their expected return on investment in the Company.
Mitigation
Financial market risk:
• Clear treasury policy and principles in relation to foreign
exchange exposure, cash management, hedging and
prohibition on the use of derivatives other than for
hedging purposes.
• Utilisation of derivatives and other financial instruments to
hedge against risk from market price fluctuations as
appropriate.
• Clear borrowing limits for the Company and its portfolio
companies.
• Close monitoring and management of debt level and
maturity profile to ensure the Company and the portfolio
companies are well capitalised with strong debt-service
and interest cover ratios.
• Strong communication with the Company’s stakeholders
and portfolio companies to monitor adherence to treasury
policy and borrowing limits.
• Diversification of businesses into non-correlated
economic exposures (e.g. less cyclical businesses);
complementation of emerging market EMs exposures
with developed Asia assets; and complementation of
China-corridor capital exposures with others.
Credit risk:
• Clear bank/counterparty credit limit policy to manage
exposure level and ensure diversifications.
Liquidity risk:
• Sufficient liquidity headroom from a combination of cash
and sufficient amount of committed credit facilities.
• Continued access to bank and capital markets and ability
to close out market positions.
The detailed measures taken by the Company to manage its
exposure to financial risk are set out in the CFO’s statement
on pages 12 to 17 and Note 43 to the financial statements on
pages 171 to 179.
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Corporate governance
Climate
Description
Climate change presents a multifaceted risk to the Company
with the potential to materially affect asset values, earnings,
and strategic objectives across our diversified portfolio.
Increasingly severe and frequent acute weather events,
including typhoons, flooding, and heatwaves, together with
chronic impacts such as sea level rise, threaten to damage
physical assets and infrastructure, and disrupt operations
and supply chains of the portfolio companies. These impacts
may reduce productivity across affected portfolio company
operations and contribute to higher repair, replacement,
and adaptation costs, rising insurance premiums or reduced
availability of coverage, thereby eroding the value and long
term performance of our investments.
Concurrently, transition risks arising from the global shift to
a low carbon economy – including evolving regulatory
frameworks, rapid technological change, and shifting
customer, business partner and investor expectations –
create material exposure to increased compliance costs,
the potential obsolescence or stranding of carbon intensive
assets, and loss of market share. These dynamics may also
give rise to reputational impacts and increased cost of capital
as capital markets re-price climate related risks, affecting
both the Company and its portfolio companies.
These interconnected risks are further compounded by
heightened liability exposure from climate related litigation
and the potential for correlated shocks across sectors, which
may amplify systemic market volatility, undermine traditional
diversification strategies, and adversely impact portfolio
returns. Collectively, these factors underscore the need for
robust and integrated climate risk management to safeguard
the resilience of the Company and to support the sustainable
creation of long term value across its portfolio.
Mitigation
• Sufficient governance and oversight through the Audit
Committee, which oversees climate-related risks and
opportunities with potential material financial, operational,
or reputational impacts and ensure that climate-related
disclosures are credible, aligned with recognised
frameworks.
• Portfolio company engagements to align and coordinate
climate action, execution and knowledge-sharing through
the Sustainability Leadership Council and Climate Action
Working Group.
• Integration of climate risk assessment and Just Energy
Transition commitments into asset allocation, investment
due diligence and ongoing portfolio management,
supported by climate scenario analysis under different
physical and transition pathways.
• Implementation of a common climate risk framework
integrating climate risk drivers into existing business risks
to strengthen climate governance, emissions reduction
strategies, physical risk adaptation planning, and clear
accountability of business risk owners.
• Active engagement with industry associations and
monitoring of climate-related regulatory developments,
disclosure requirements, and emerging technologies
across jurisdictions to anticipate transition risks and
inform investment and portfolio management decisions.
• Regular reviews and maintenance of insurance coverage
for climate-related physical damage and business
interruption, to the extent practicable, to manage residual
risk exposure across the portfolio.
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78
Corporate governance
Technology and cybersecurity
Description
The Company’s portfolio companies are reliant on
technology and digital platforms and face cybersecurity and
privacy-related risks. Cyberattacks are becoming more
frequent and sophisticated, posing significant threats to the
portfolio companies’ digital infrastructures and information
technology systems. Cyber risk is further accentuated by
exposure to breaches at suppliers or customers, through
both operational dependence on suppliers and network
connections with counterparties. Also, current geopolitical
developments may limit portfolio companies’ access to the
best technologies in some geographies.
Generative AI may impact us in the areas of cybersecurity,
data privacy, business operations and regulatory compliance.
AI is increasing and accelerating cyber threats such as
phishing, deepfakes and cyberattacks. Use of AI can lead to
creating errors in reasoning, information bias, ethical issues,
IP infringements, etc., causing operational issues,
reputational damage and regulatory/legal action.
Cyberattacks may also stem from a lack of cybersecurity
awareness on the part of employees, which can result in
human errors that cybercriminals can exploit to disrupt
business operations or steal assets.
If a cyberattack takes place at the Company, one of its
portfolio companies or their partners, third parties or
customers, the Company and its portfolio companies may
face the costs of having to recover systems, lost revenue,
brand damage or regulatory action and penalties.
Mitigation
• Establishment of minimum cybersecurity standards for
portfolio companies and guidance for ensuring robust
security programmes.
• Promotion of a strong cybersecurity culture within the
Company and portfolio companies through regular
training and phishing exercises, to enhance staff
awareness of cybersecurity and data privacy.
• Adoption of evergreen modern solutions (such as cloud-
based platforms) and strengthening of replacement
policies to address system ageing risks and geopolitical
restrictions.
• Regular security measures by using external consultants
and automated tools, and at least annual test and update
of incident response and business resilience plans.
• Implementation of policies, training, security practices and
tools to ensure the use of AI is governed and risks are
identified, considered and mitigated.
• Strengthening of data protection and privacy practices,
including public disclosure on the Company’s website
regarding how personal information of external parties
is handled.
• Adequate insurance coverage for cyberattacks and data
breach risks.
• Due diligence on third party supplier and inclusion of
contractual obligations requiring compliance with security
standards.
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Corporate governance
People & culture and safety
Description
The success of the Company and its portfolio companies
hinges on their ability to attract and retain quality personnel.
Ensuring that the Company has the right executive talent,
equipped with leadership skills and expertise in innovation,
is critical in enabling it to execute its strategies effectively
and implement required changes to its governance and
operating model. This requires the smooth implementation
of robust succession plans for key executive positions,
to ensure stability and continuity. Any significant failure
relating to executive talent could undermine the Company’s
operational and financial performance. In addition, the need
for the Company and its portfolio companies to adapt to the
rapidly changing business environment that they face
requires the adoption of an agile mindset and culture by
their personnel at all levels.
Several of the Company’s portfolio companies are engaged
in activities and markets that have high exposure to
occupational health and safety risk. Furthermore, the safety
and quality of many of the products of the Company’s
portfolio companies are fundamental to their reputation with
customers. Any actual or perceived deficiency in product
safety or quality may damage consumer confidence in
the Company’s brands, leading to financial loss or
reputational damage.
Mitigation
• Appointment of Boards and Chief Executives with the
right leadership skills and experience both at the
Company and all key portfolio companies to execute their
business strategies.
• Proactive and effective succession planning for key
management positions at both Company and Portfolio
Company level, including identifying high-performing
talent for strategic development under the new
operating model.
• Robust strategic reward and recognition initiatives to
incentivise performance, drive talent engagement, and
enhance overall business performance.
• Significant investments in training, focusing on skills
and success drivers required to implement the
Company’s strategy.
• Implementation of culture initiatives and governance
structure, supported by clear policies and guidelines,
regular training and monitoring to reinforce the right
behaviours and ethical guardrails.
• Implementation of safety management systems and
regular safety audits at the portfolio company level,
with employee training, performance monitoring and
bi-annual reporting taking place on both occupational and
product safety.
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Corporate governance
Governance, conduct, compliance, and integrity of reporting
Description
The Company faces a number of governance and conduct-
related risks that may affect its reputation and financial
position. In addition, the Company and its portfolio
companies are continuously subject to new or changing laws
and regulations in several jurisdictions, as well as those with
cross-jurisdictional impact, covering such matters as tax,
employment, cybersecurity, data privacy, ownership of
assets, climate and sustainability reporting requirements.
The complexity created by this regulatory environment
increases the risk that compliance obligations are breached.
If compliance is not achieved and maintained by itself and by
all of its portfolio companies, the Company may face claims,
lawsuits, governmental investigations, fines and sanctions
imposed by regulatory authorities, negative media exposure,
affecting their operations, reputation and profitability.
Within the context of this changing environment, as a
publicly-listed entity, the Company needs to ensure the
integrity, quality and timeliness of its financial reporting and
other disclosures.
As the Company evolves into an engaged investor, it actively
guides strategic development, while the portfolio companies
retain full accountability for determining, implementing and
monitoring the execution of their own strategies. This
requires monitoring the new governance and reporting
practices to ensure they are effective in enhancing
performance.
There is a risk that the Company is not able to achieve the
ethical standards that it has set for itself, including rigorous
measures for anti-bribery and corruption. This could be
caused by inappropriate conduct of the Company or its
portfolio companies themselves or any of their partners and
third parties, exposing the Company to reputational damage,
loss of trust in its brands and potential legal issues.
Mitigation
• Appointment of shareholder representatives on Boards &
Audit Committees to ensure effective oversight of
governance.
• Implementation of comprehensive nomination processes
for senior positions. The Company is committed to
ensuring that each portfolio company has a well-rounded
high-calibre board, with strong non-executives, to ensure
that each entity is able to operate as a well-governed
business.
• Establishment of a Company-wide mandatory Code of
Conduct and related training for all management & staff of
the Company, including new joiners. This is supported by
a robust whistle-blowing framework. Certain portfolio
companies have established similar Codes of Conduct
and whistleblowing programmes.
• Establishment of compliance policies monitoring
procedures at the Company and portfolio company levels,
including making ongoing developments to financial
reporting systems and controls.
• Regular monitoring of regulatory developments, with
relevant expert legal input, to assess relevant implications
of changes in regulatory frameworks.
• Well-qualified, high-calibre financial reporting, tax and
audit functions, equipped with appropriate systems,
technology & third-party external input to efficiently and
effectively meet the requirements of financial and other
external reporting.
• Early scenario planning to assess the implications of new
rules and to prepare related contingencies.
• Engagement with government bodies, regulators and
industry associations, including participating in
consultations on proposed policy and regulatory changes.
• Regular compliance training to employees to ensure that
they understand the importance of compliance.
• Regular review of portfolio companies’ internal control,
carried out by second line risk and compliance functions.
• Functionally independent internal audit functions that
report to the Audit Committees on risk management,
control environment and significant cases of
non-compliance.
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Shareholder information
Overview Leadership statements Creating value Performance Governance Financials
Financial Calendar
2025 full-year results announced 10 March 2026
Shares quoted ex-dividend 19 March 2026
Share registers closed 23 to 27 March 2026
CDP Holders – 2025 final dividend scrip election period closes 17 April 2026
2025 final dividend scrip election period closes 24 April 2026
Annual General Meeting to be held 7 May 2026
2025 final dividend payable 13 May 2026
2026 half-year results to be announced 30 July 2026*
Shares quoted ex-dividend 20 August 2026*
Share registers to be closed 24 to 28 August 2026*
CDP Holders – 2026 interim dividend scrip election period closes 18 September 2026*
2026 interim dividend scrip election period closes 25 September 2026*
2026 interim dividend payable 14 October 2026*
* Subject to change
Dividends
Dividends will be payable in cash with a scrip alternative. Shareholders will receive their cash dividends in United States Dollars,
except where elections are made for alternate currencies in the following circumstances:
Shareholders on the Jersey Branch Register
Shareholders registered on the Jersey branch register will have the option to elect for their dividends to be paid in Pounds Sterling.
These shareholders may make new currency elections for the 2025 final dividend by notifying the United Kingdom transfer agent in writing
by 24 April 2026. The Pounds Sterling equivalent of dividends declared in United States Dollars will be calculated by reference to an
exchange rate prevailing on 29 April 2026.
Shareholders holding their shares through the CREST system in the United Kingdom will receive their cash dividends in Pounds Sterling only
as calculated above.
Shareholders on the Singapore Branch Register who hold their shares through The Central Depository (Pte)
Limited (‘CDP’)
Shareholders who are enrolled in CDP’s Direct Crediting Service (‘DCS’)
Those shareholders who are enrolled in CDP’s DCS will receive their cash dividends in Singapore Dollars, unless they opt out of CDP
Currency Conversion Service, through CDP, to receive United States Dollars.
Shareholders who are not enrolled in CDP’s DCS
Those shareholders who are not enrolled in CDP’s DCS will receive their cash dividends in United States Dollars unless they elect, through
CDP, to receive Singapore Dollars.
Registrars and Transfer Agent
Shareholders should address all correspondence with regard to their shareholdings or dividends to the appropriate registrar or transfer agent.
Principal Registrar
Jardine Matheson International Services Limited
P.O. Box HM 1068
Hamilton HM EX
Bermuda
Jersey Branch Registrar
MUFG Corporate Markets (Jersey) Limited
IFC 5
St Helier
Jersey JE1 1ST
Channel Islands
United Kingdom Transfer Agent
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL, United Kingdom
Singapore Branch Registrar
Boardroom Corporate & Advisory Services Pte. Ltd.
1 Harbourfront Avenue
Keppel Bay Tower #14-07
Singapore 098632
Press releases and other financial information can be accessed through the internet at www.jardines.com.
Jardine Matheson Annual Report 2025
82
2025 | 2024 | ||||||||
| Underlying | Underlying | ||||||||
| business | Non-trading | business | Non-trading | ||||||
| performance | items | Total | performance | item | Total | ||||
US$m | US$m | US$m | US$m | US$m | US$m | ||||
| Note | re-presented | re-presented | |||||||
Revenue | 3 | ||||||||
Net operating costs | 4 | ( | ( | ( | ( | ( | ( | ||
| Change in fair value | of investment | ||||||||
properties | 13 | ( | ( | ||||||
Operating profit | ( | ||||||||
Net financing charges | 5 | ||||||||
– | financing charges | ( | ( | ( | ( | ( | ( | ||
– | financing income | ||||||||
( | ( | ( | ( | ||||||
| Share of results of | associates and joint | ||||||||
ventures | 6 | ||||||||
– | before change in fair | ||||||||
| value of investment | |||||||||
properties | |||||||||
– | change in fair value | ||||||||
| of investment | |||||||||
properties | |||||||||
| Impairment losses on | associates and joint | ||||||||
ventures | 9 | ( | ( | ( | ( | ||||
Profit before tax | ( | ( | |||||||
Tax | 7 | ( | ( | ( | ( | ( | ( | ||
Profit after tax | ( | ( | |||||||
| Attributable to: | |||||||||
Shareholders of the Non-controlling | Company | 8 & 9 | ( | ( | ( | ||||
interests | ( | ||||||||
( | ( | ||||||||
US$ | US$ | US$ | US$ | ||||||
Earnings/(loss) per share | 8 | ||||||||
– | basic | ( | |||||||
– | diluted | ( | |||||||
Consolidated Profit and Loss Account
for the year ended 31 December 2025
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Overview Leadership statements Creating value Performance Governance Financials
2025 | 2024 | |||
Note | US$m | US$m | ||
Profit for the year | ||||
| Other comprehensive income/(expense) | ||||
| Items that will not be reclassified to profit and loss: | ||||
Net exchange translation loss arising during the year | ( | ( | ||
Remeasurements of defined benefit plans | 19 | |||
Remeasurements of statutory employee entitlements | ( | ( | ||
| Revaluation surplus before transfer to investment properties | ||||
– | right-of-use assets | 12 | ||
Tax on items that will not be reclassified | ( | ( | ||
( | ( | |||
Share of other comprehensive income/(expense) of associates and joint ventures | ( | |||
( | ( | |||
| Items that may be reclassified subsequently to profit and loss: | ||||
| Net exchange translation differences | ||||
– | net loss arising during the year | ( | ( | |
– | transfer to profit and loss | |||
( | ||||
| Revaluation of other investments at fair value through other comprehensive income | ||||
– | net gain/(loss) arising during the year | 16 | ( | |
– | transfer to profit and loss | ( | ||
( | ||||
| Cash flow hedges | ||||
– | net (loss)/gain arising during the year | ( | ||
– | transfer to profit and loss | ( | ||
( | ( | |||
Tax relating to items that may be reclassified | ( | |||
Share of other comprehensive income/(expense) of associates and joint ventures | ( | |||
( | ||||
Other comprehensive income/(expense) for the year, net of tax | ( | |||
Total comprehensive income/(expense) for the year | ( | |||
| Attributable to: | ||||
Shareholders of the Company | ( | |||
Non-controlling interests | ||||
( | ||||
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2025
Jardine Matheson Annual Report 2025
84
Consolidated Balance Sheet
at 31 December 2025
| At 31 December | ||||
2025 | 2024 | |||
Note | US$m | US$m | ||
| Assets | ||||
Intangible assets | 10 | |||
Tangible assets | 11 | |||
Right-of-use assets | 12 | |||
Investment properties | 13 | |||
Bearer plants | 14 | |||
Associates and joint ventures | 15 | |||
Other investments | 16 | |||
Non-current debtors | 17 | |||
Deferred tax assets | 18 | |||
Pension assets | 19 | |||
Non-current assets | ||||
Properties for sale | 20 | |||
Stocks and work in progress | 21 | |||
Current debtors | 17 | |||
Current investments | 16 | |||
Current tax assets | ||||
Cash and bank balances | 22 | |||
– | non-financial services companies | |||
– | financial services companies | |||
Assets classified as held for sale | 23 | |||
Current assets | ||||
Total assets |
Approved by the Board of Directors
Lincoln Pan
Graham Baker
Directors
10 March 2026
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Consolidated Balance Sheet
| At 31 December | ||||
2025 | 2024 | |||
Note | US$m | US$m | ||
| Equity | ||||
Share capital | 24 | |||
Share premium and capital reserves | 26 | |||
Revenue and other reserves | ||||
Shareholders’ funds | ||||
Non-controlling interests | 28 | |||
Total equity | ||||
| Liabilities | ||||
Long-term borrowings | 29 | |||
– | non-financial services companies | |||
– | financial services companies | |||
Non-current lease liabilities | 30 | |||
Deferred tax liabilities | 18 | |||
Pension liabilities | 19 | |||
Non-current creditors | 31 | |||
Non-current provisions | 32 | |||
Non-current liabilities | ||||
Current borrowings | 29 | |||
– | non-financial services companies | |||
– | financial services companies | |||
Current lease liabilities | 30 | |||
Current tax liabilities | ||||
Current creditors | 31 | |||
Current provisions | 32 | |||
Liabilities directly associated with assets classified as held for sale | 23 | |||
Current liabilities | ||||
Total liabilities | ||||
Total equity and liabilities | ||||
Jardine Matheson Annual Report 2025
86
Consolidated Statement of Changes in Equity
for the year ended 31 December 2025
| Share | Share | Capital | |
| capital | premium | reserves | |
US$m | US$m | US$m US$m US$m US$m US$m US$m US$m US$m | |
| 2025 | |||
At 1 January | |||
Total comprehensive income | |||
Dividends paid by the Company (refer note 27) | |||
Dividends paid to non-controlling interests | |||
Unclaimed dividends forfeited | |||
Employee share option schemes | |||
Scrip issued in lieu of dividends | ( | ||
Repurchase of shares | ( | ||
Capital contribution from non-controlling interests | |||
Share purchased for share-based incentive plans in subsidiaries | |||
Untraceable shares | |||
Subsidiaries acquired | |||
Change in interests in subsidiaries | |||
Change in interests in associates and joint ventures | |||
Transfer | ( | ||
At 31 December | |||
| 2024 | |||
At 1 January | |||
Total comprehensive (expense)/income | |||
Dividends paid by the Company (refer note 27) | |||
Dividends paid to non-controlling interests | |||
Unclaimed dividends forfeited | |||
Employee share option schemes | |||
Scrip issued in lieu of dividends | ( | ||
Repurchase of shares | |||
Capital contribution from non-controlling interests | |||
Share purchased for a share-based incentive plan in a subsidiary | |||
Subsidiaries acquired | |||
Change in interests in subsidiaries | |||
Change in interests in associates and joint ventures | |||
Transfer | ( | ||
At 31 December |
Revenue
reserves
Asset
revaluation
reserves
Hedging
reserves
Exchange
reserves
Attributable to
shareholders of
the Company
Attributable to
non-controlling
interests
Total
equity
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Consolidated Statement of Changes in Equity
Share
capital
Share
premium
Capital
reserves
| Asset | Attributable to | Attributable to | ||||||||
| Revenue | revaluation | Hedging | Exchange | shareholders of | non-controlling | Total | ||||
| reserves | reserves | reserves | reserves | the Company | interests | equity | ||||
US$m | US$m | US$m | US$m | US$m | US$m | US$m | US$m | US$m | US$m | |
| 2025 | ||||||||||
At 1 January | 73 | – | 23 | ( | ( | |||||
Total comprehensive income | – | – | – | ( | ||||||
Dividends paid by the Company (refer note 27) | – | – | – | ( | ( | ( | ||||
Dividends paid to non-controlling interests | – | – | – | ( | ( | |||||
Unclaimed dividends forfeited | – | – | – | |||||||
Employee share option schemes | – | 4 | 16 | |||||||
Scrip issued in lieu of dividends | 1 | (1) | – | |||||||
Repurchase of shares | – | (4) | – | ( | ( | ( | ||||
Capital contribution from non-controlling interests | – | – | – | |||||||
Share purchased for share-based incentive plans in subsidiaries | – | – | – | ( | ( | ( | ( | |||
Untraceable shares | – | – | – | |||||||
Subsidiaries acquired | – | – | – | |||||||
Change in interests in subsidiaries | – | – | – | ( | ( | |||||
Change in interests in associates and joint ventures | – | – | – | ( | ( | ( | ( | |||
Transfer | – | 5 | (12) | ( | ||||||
At 31 December | 74 | 4 | 27 | ( | ( | |||||
| 2024 | ||||||||||
At 1 January | 72 | – | 22 | ( | ||||||
Total comprehensive (expense)/income | – | – | – | ( | ( | ( | ( | ( | ||
Dividends paid by the Company (refer note 27) | – | – | – | ( | ( | ( | ||||
Dividends paid to non-controlling interests | – | – | – | ( | ( | |||||
Unclaimed dividends forfeited | – | – | – | |||||||
Employee share option schemes | – | – | 9 | |||||||
Scrip issued in lieu of dividends | 1 | (1) | – | |||||||
Repurchase of shares | – | – | – | ( | ( | ( | ||||
Capital contribution from non-controlling interests | – | – | – | |||||||
Share purchased for a share-based incentive plan in a subsidiary | – | – | – | ( | ( | ( | ||||
Subsidiaries acquired | – | – | – | |||||||
Change in interests in subsidiaries | – | – | – | ( | ( | |||||
Change in interests in associates and joint ventures | – | – | – | |||||||
Transfer | – | 1 | (8) | ( | ( | |||||
At 31 December | 73 | – | 23 | ( | ( |
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88
2025 | 2024 | ||
Note | US$m | US$m | |
| Operating activities | |||
Cash generated from operations | 33 (a) | ||
Interest received | |||
Interest and other financing charges paid | ( | ( | |
Tax paid | ( | ( | |
Dividends from associates and joint ventures | |||
Cash flows from operating activities | |||
| Investing activities | |||
Purchase of subsidiaries | 33 (c) | ( | |
Purchase of associates and joint ventures | 33 (d) | ( | ( |
Purchase of other investments | 33 (e) | ( | ( |
Purchase of intangible assets | ( | ( | |
Purchase of tangible assets | ( | ( | |
Additions to leasehold land under right-of-use assets | 33 (n) | ( | ( |
Additions to investment properties | ( | ( | |
Additions to bearer plants | ( | ( | |
Advances to associates and joint ventures | 33 (f) | ( | ( |
Repayments from associates and joint ventures | 33 (g) | ||
Sale of subsidiaries | 33 (h) | ||
Sale of associates and joint ventures | 33 (i) | ||
Sale of other investments | 33 (j) | ||
Sale of tangible assets | 33 (k) | ||
Sale of right-of-use assets | |||
Sale of investment properties | 13 | ||
Cash flows from investing activities | ( | ||
| Financing activities | |||
Issue of shares | |||
Capital contribution from non-controlling interests | |||
Acquisition of the remaining interest in Jardine Strategic | ( | ( | |
Change in interests in other subsidiaries | 33 (l) | ( | ( |
Purchase of own shares | 24 | ( | ( |
Purchase of shares for share-based incentive plans in subsidiaries | ( | ( | |
Sale of untraceable shares | 33 (m) | ||
Drawdown of borrowings | 29 | ||
Repayment of borrowings | 29 | ( | ( |
Repayments to associates and joint ventures | 33 (f) | ( | ( |
Advances from associates and joint ventures | 33 (g) | ||
Principal elements of lease payments | 33 (n) | ( | ( |
Dividends paid by the Company | ( | ( | |
Dividends paid to non-controlling interests | ( | ( | |
Cash flows from financing activities | ( | ( | |
Net increase in cash and cash equivalents | |||
Cash and cash equivalents at 1 January | |||
Effect of exchange rate changes | ( | ( | |
Cash and cash equivalents at 31 December | 33 (o) |
Consolidated Cash Flow Statement
for the year ended 31 December 2025
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#
Corporate’s cash flows from operating activities comprised dividend income from associate and other investments of US$53 million (2024: US$62 million)
net with corporate costs and net financing charges of US$103 million (2024: US$121 million). Parent free cash flow comprised recurring dividends from
subsidiaries of US$983 million (2024: US$934 million), less Corporate’s cash flows from operating activities of US$50 million (2024: US$59 million).
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Independent Auditor’s Report
To the Members of Jardine Matheson Holdings Limited
(incorporated in Bermuda with limited liability)
Report on the Audit of the Consolidated Financial Statements
Opinion
What we have audited
The consolidated financial statements of Jardine Matheson Holdings Limited (the ‘Company’) and its subsidiaries (the ‘Group’),
included within the Annual Report, which comprise:
• the Consolidated Balance Sheet as at 31 December 2025;
• the Consolidated Profit and Loss Account for the year then ended;
• the Consolidated Statement of Comprehensive Income for the year then ended;
• the Consolidated Statement of Changes in Equity for the year then ended;
• the Consolidated Cash Flow Statement for the year then ended; and
• the Notes to the Financial Statements, comprising material accounting policy information and other explanatory information.
Certain required disclosures have been presented elsewhere in the Annual Report, rather than in the notes to the consolidated
financial statements. These disclosures are cross-referenced from the consolidated financial statements and are identified
as audited.
Our opinion
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at
31 December 2025, and of its consolidated financial performance and its consolidated cash flows for the year then ended in
accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (‘IASB’).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (‘ISAs’). Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants (including
International Independence Standards) issued by the International Ethics Standards Board for Accountants (‘IESBA Code’) as
applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in
accordance with the IESBA Code.
Our Audit Approach
Overview
Materiality
• Overall Group materiality: US$546 million (2024: US$533 million), based on 1% (2024: 1%) of the net assets of the Group.
• Specific Group materiality, applied to balances and transactions not related to investment properties: US$218 million
(2024: US$220 million), based on 5% (2024: 5%) of consolidated underlying profit before tax of the Group.
Audit scope
• A full scope audit was performed on three entities – Jardine Cycle & Carriage Limited (which includes PT Astra International Tbk),
Hongkong Land Holdings Limited and DFI Retail Group Holdings Limited.
• Targeted procedures were performed over certain balances within Mandarin Oriental International Limited.
• These entities, and procedures, together with the procedures performed at the Group level, accounted for 92% of the Group’s
revenue, 89% of the Group’s profit before tax, 90% of the Group’s underlying profit before tax and 92% of the Group’s net assets.
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Independent Auditor’s Report
Key audit matters identified in our audit are summarised as follows:
• Valuation of investment properties held by the Group and its joint ventures
• Carrying value of the investment in Zhongsheng Group Holdings Limited (‘Zhongsheng’)
• Provisioning for consumer financing debtors
• Recoverability of properties for sale held by the Group and its joint ventures
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated
financial statements. In particular, we considered where the Directors made subjective judgements; for example, in respect of
significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters,
consideration of whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether
the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are
considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group
materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative
considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to
evaluate the effect of misstatements, both individually and in aggregate, on the consolidated financial statements as a whole.
Overall Group materiality US$546 million (2024: US$533 million)
How we determined it 1% of the net assets of the Group (2024: 1% of the net assets of the Group)
Rationale for the materiality
benchmark applied
Net assets is a primary measure used by the shareholders in assessing the performance of
the Group, together with consolidated underlying profit before tax, which we have used as the
basis for our specific materiality as detailed below.
For each component in the scope of our Group audit, we allocated a materiality that was less than our overall Group materiality.
We also set a Group specific materiality level of US$218 million (2024: US$220 million), which was applied to balances and
transactions not related to investment properties. This was based upon 5% of the Group’s consolidated underlying profit before tax
for the year ended 31 December 2025 (2024: 5% of the Group’s consolidated underlying profit before tax for the year ended
31 December 2024). In arriving at this judgement, we had regard to the fact that underlying profit is one of the primary financial
indicators of the Group.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above US$10 million
(2024: US$11 million), other than classifications within the Consolidated Profit and Loss Account or Consolidated Balance Sheet,
which were only reported above US$54 million (2024: US$53 million). We would also report misstatements below these amounts that
in our view, warranted reporting for qualitative reasons.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated
financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Independent Auditor’s Report
Key Audit Matter How our audit addressed the Key Audit Matter
Valuation of investment properties held by
the Group and its joint ventures
Refer to note 13 (Investment properties),
note 15 (Associates and joint ventures) and
note 44 (Critical accounting estimates and
judgements) to the consolidated financial
statements.
The fair value of the Group’s
investment properties amounted to
US$27,463 million as at 31 December 2025,
with a revaluation gain of US$172 million
recognised as a non-trading item in the
Consolidated Profit and Loss Account for the
year. The Group’s investment property
portfolio principally consists of commercial
properties. The Group also has significant
interests in investment properties held by its
joint ventures.
The valuation of the Group’s investment
property portfolio is inherently subjective due
to, among other factors, the individual nature
of each property, its location, prevailing
market rents and the expected future rentals
for that particular property.
The valuations were carried out by third party
valuers (the ‘valuers’). The valuers were
engaged by management and performed
their work in accordance with International
Valuation Standards.
Valuations of the completed commercial
properties were principally derived using the
income capitalisation method. There is an
inherent estimation uncertainty and
judgement involved in determining a
property’s fair value as the valuers and
management make assumptions,
in particular in respect of capitalisation
rates and prevailing market rents.
The valuation of the commercial properties
under development is derived using the
residual method. There is inherent estimation
uncertainty and judgement involved in
determining the gross development value,
estimated costs to complete and expected
developer’s profit margin.
We focused on the valuation of investment
properties due to the significant judgements
and estimates involved in determining
the valuations.
We understood management’s controls and processes for determining the valuation
of investment properties and assessed the inherent risk of material misstatement by
considering the degree of estimation uncertainty and the judgement involved in
determining assumptions to be applied.
We assessed the valuers’ qualifications and their expertise and read their terms of
engagement with the Group to determine whether there were any matters that might
have affected their objectivity or may have imposed scope limitations upon their
work. We found no evidence to suggest that the objectivity of the valuers in their
performance of the valuations was compromised or that their scope was limited in
any way.
Our work focused on the highest value properties in the portfolio, in particular the
commercial properties located in Hong Kong, held by Hongkong Land, which is a
subsidiary of the Group, and the investment properties held by joint ventures of
Hongkong Land.
We read a sample of the valuation reports covering the majority of the Group’s
investment property portfolio to consider whether the valuation methodology used
was appropriate in determining the fair value. We performed testing, on a sample
basis, of the input data used in the valuations to assess the accuracy of the property
information supplied to the valuers by management, which included comparing
lease data to tenancy agreements and other supporting documents.
We tested certain controls over the valuation process of the Group’s investment
property portfolio, including controls over accuracy of the data used in the
valuations.
With the support of our valuations experts, we attended meetings with the valuers at
which the valuation methodology, key assumptions used, and climate change risk
considerations were discussed. We compared the capitalisation rates used by the
valuers with our estimated range of expected rates, determined via reference to
published benchmarks and market information. We assessed the year-on-year
movements in fair value with reference to publicly available information and rentals
with reference to prevailing market conditions. We assessed the capitalisation rates
and prevailing market rents used against relevant recent transactions.
With the support of our valuation experts, we challenged the external valuers
regarding the recent market transactions and expected rental values used in their
valuations and the extent to which they took into account the impact of climate
change and related sustainability considerations.
In respect of the valuations of the commercial properties under development,
we assessed certain assumptions adopted in the assessment of the gross
development value by comparing to available market data on capitalisation rates
and unit rentals. We also compared the expected developer’s profit margin to
market data and the estimated construction costs to complete against
approved budgets.
Based on the procedures performed and available evidence, we found the key
assumptions used in the valuations were supportable.
We also assessed the adequacy of the disclosures related to investment properties
and related fair value measurements in the context of IFRS Accounting Standards.
We are satisfied that appropriate disclosure has been made.
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Key Audit Matter How our audit addressed the Key Audit Matter
Carrying value of the investment in
Zhongsheng Group Holdings Limited
(‘Zhongsheng’)
Refer to note 15 (Associates and joint ventures)
and note 44 (Critical accounting estimates and
judgements) to the consolidated financial
statements.
As at 31 December 2025, investments in
associates and joint ventures totalled
US$15,314 million and the carrying value of the
investment in Zhongsheng was US$674 million.
Management undertook an impairment
assessment for the investment in Zhongsheng,
as required by accounting standards, as
indicators of impairment were identified.
Based on management’s assessment, the
recoverable amount of Zhongsheng, which was
determined based on the higher of fair value
less cost to sell and value in use, was lower than
the carrying value of the investment as at
31 December 2025. An impairment charge of
US$732 million was recognised as a non-trading
item in the Consolidated Profit and Loss Account
for the year.
Management concluded that fair value less cost
to sell was higher than value in use. There is
inherent estimation uncertainty and judgement in
determining the recoverable amount of the
carrying value of the investment in Zhongsheng.
Assumptions were made by management in
preparing the valuation used in the impairment
assessment particularly management’s view on
adjustments made to the quoted market price of
Zhongsheng at 31 December 2025 to take into
consideration the size of the Group’s
shareholding.
We focused on the carrying value of the
investment in Zhongsheng due to the significant
estimation uncertainty involved in the impairment
assessment.
We assessed the inherent risk of material misstatement by considering the
degree of estimation uncertainty and the judgement involved in determining the
assumptions to be applied.
We understood the indicators of impairment identified by management and
assessed the valuation methodology adopted, including management’s
judgement that fair value less cost to sell was higher than management’s
assessed value in use.
With the support of our valuation experts, we benchmarked and challenged key
assumptions used to determine the recoverable amount against market data.
This included checking the quoted market price of Zhongsheng as at
31 December 2025 to publicly available information and assessing whether
adjustments made to the quoted market price to take into consideration the size
of the Group’s shareholding were supportable.
Based on the procedures performed and available evidence, we found that the
key assumptions made by management in assessing the carrying value of the
investment in Zhongsheng were supportable.
We also assessed the adequacy of the disclosures related to the carrying value
of the investment in Zhongsheng in the context of IFRS disclosure requirements.
We are satisfied that appropriate disclosure has been made.
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Independent Auditor’s Report
Key Audit Matter How our audit addressed the Key Audit Matter
Provisioning for consumer financing debtors
Refer to note 17 (Debtors) and note 44
(Critical accounting estimates and judgements)
to the consolidated financial statements
As at 31 December 2025, consumer
financing debtors of the Group amounted to
US$5,074 million, held primarily in PT Astra
Sedaya Finance (‘ASF’) and PT Federal
International Finance (‘FIF’), subsidiaries of
the Group.
The provisions for impairment of consumer
financing debtors were calculated using complex
expected credit loss models based on
segmentation of the consumer financing debtors
portfolios that share similar characteristics and
incorporate a number of inputs and
assumptions.
Assessing the provisions for impairment of
consumer financing debtors required
management to consider the delinquency status
of consumer financing debtors and make
judgements over expected credit loss rates,
which were an estimation of any impairment
required considering the probability of default,
estimated irrecoverable amounts and forecasts
of economic conditions. There is an inherent
degree of uncertainty in estimating the
expected credit loss rates, which were
determined using historical data adjusted to
reflect current and forward-looking information
on macroeconomic factors.
We focused on the provisions for impairment of
consumer financing debtors due to the complex
models and significant assumptions involved in
determining any impairment provisions required.
We understood management’s controls and processes for determining the
provisions for impairment of consumer financing debtors and assessed the
inherent risk of material misstatement by considering the degree of estimation
uncertainty, the complexity of management’s models and judgement involved in
determining the assumptions applied.
We assessed the methodology used in the models against the requirements of
the accounting standards and, on a sample basis, tested the accuracy of the
consumer financing debtors data used in the models to relevant supporting
documents. We also tested the completeness of the data to information
technology systems and, on a sample basis, to underlying supporting
documents.
We assessed management’s basis for determining when there was an increase
in credit risk for the consumer financing debtors, whether that basis was justified,
and whether the debtors that experienced an increase in credit risk were
appropriately grouped based on their delinquency status in the models.
We assessed the expected credit loss rate assumptions applied by management
in its models and whether historical experience considered by management,
including the historical amounts recovered against delinquent debtors, was
representative of current circumstances and losses incurred. In assessing the
assumptions, we challenged management on the key areas of judgement,
including the segmentation of the debtors, the period of historical data used, and
the relevant macroeconomic factors identified affecting the recoverability of the
debtors and assessed these against available industry, historical and actual loss
rate data. We engaged professionals with experience in expected credit loss
modelling to assess the appropriateness of methodologies, assumptions and
related models.
We also independently recalculated the provisions for impairment of consumer
financing debtors and compared them to management’s provisions.
Based on the procedures performed and the available evidence, we found that
management’s expected credit loss models and the judgements made by
management to determine the key assumptions in these models were
supportable.
We also assessed the adequacy of the disclosures related to provisions for
consumer financing debtors in the context of IFRS Accounting Standards.
We are satisfied that appropriate disclosure has been made.
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Key Audit Matter How our audit addressed the Key Audit Matter
Recoverability of properties for sale held by the Group and
its joint ventures
Refer to note 20 (Properties for sale), note 15 (Associates and
joint ventures) and note 44 (Critical accounting estimates and
judgements) to the consolidated financial statements.
The carrying amount of the Group’s properties for sale was
US$1,525 million as at 31 December 2025, which were primarily
held by Hongkong Land, a subsidiary. The Group also
has significant interests in properties for sale held by its
joint ventures.
Management assessed the recoverability of the properties for
sale held by the Group and its joint ventures based on estimates
of the net realisable values of the underlying properties.
The determination of these net realisable values involved
making estimates in respect of: the expected selling prices of
the properties based on prevailing market conditions, such as
current market prices for properties of comparable location and
condition; estimated costs necessary to make the sales; and the
estimated construction costs required to complete the properties
based on existing development plans, where applicable.
Where the estimated net realisable value of an underlying
property was determined to be below its carrying value due to
changes in market conditions and/or significant variations in the
development plans, write-downs were recorded during the year
totalling US$314 million attributable to subsidiaries and
US$60 million of the Group’s share attributable to joint ventures.
We focused on the recoverability of properties for sale due to the
significant judgements and estimates involved in determining the
estimated net realisable values for certain properties as a result
of changes in market conditions.
We understood management’s controls and processes for
determining the net realisable value of properties for sale and
assessed the inherent risk of material misstatement by
considering the degree of estimation uncertainty and the
judgement involved in determining assumptions to be applied.
We understood and tested certain controls over cost budgeting
and monitoring of estimated costs to complete.
We assessed management’s consideration of the recoverability
of properties for sale, which included assessing the
reasonableness of certain assumptions and estimates used.
We compared, on a sample basis, estimated selling prices to the
selling prices of the underlying and comparable properties,
management-approved price lists and latest market prices of
properties in comparable locations and condition.
We assessed the assumptions made on the estimated costs
necessary to make the sales by referencing historical
benchmarks and market information.
We assessed the estimated costs to complete the properties by
comparing the total costs to the latest approved budget and
tested, on a sample basis, the estimated construction costs to
committed contracts and other supporting information.
Based on the procedures performed and available evidence,
we found the key assumptions applied in determining the net
realisable values of the underlying properties to be supportable.
We also assessed the disclosures in note 1 (Basis of
preparation), which relate to properties for sale.
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Independent Auditor’s Report
How We Tailored Our Group Audit Scope
Jardine Matheson Holdings Limited is the holding company of a diversified group of businesses, some of which are separately listed.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial
statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industries in
which the Group operates.
The Group’s accounting processes are based upon the finance function in each main business. Each business reports to a group
finance function for that business and is responsible for its own accounting records and controls in accordance with the Group’s
accounting policies. Each of the Group’s listed subsidiaries have, in addition to their own group finance functions, corporate
governance structures and public reporting requirements. With an appropriate level of oversight, these businesses report financial
information to the Group’s finance function to enable the preparation of the Group’s consolidated financial statements.
In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed by members of
the Group engagement team or by component auditors from member firms within the PwC Network operating under our instruction.
Where the work was performed by component auditors, we determined the scope and level of direction and supervision necessary
for us to have in the audit work at those components to be able to conclude whether sufficient, appropriate audit evidence had been
obtained as a basis for our opinion on the consolidated financial statements as a whole. The Group engagement team directed and
supervised the component auditors in scope for Group reporting during the audit cycle through a combination of meetings, visits and
conference calls. The Group engagement partner and/or other senior Group engagement team members undertook visits to the
Chinese mainland, Singapore and Indonesia during the year to direct and supervise the component audits, along with regular
communication through conference calls and on site review of the work of component teams in those locations.
For three entities – Jardine Cycle & Carriage Limited (which includes PT Astra International Tbk), Hongkong Land Holdings Limited
and DFI Retail Group Holdings Limited – a full scope audit was performed. Additionally, targeted procedures were performed over
certain balances within Mandarin Oriental International Limited. These entities, together with procedures performed at the Group
level (on the consolidation and other areas involving significant judgement), accounted for 92% of the Group’s revenue, 89% of the
Group’s profit before tax, 90% of the Group’s underlying profit before tax and 92% of the Group’s net assets.
This gave us the evidence we needed for our opinion on the consolidated financial statements as a whole.
Other Information
The Directors of the Company are responsible for the other information. The other information comprises all of the information
included in the Annual Report other than the consolidated financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of Directors and the Audit Committee for the Consolidated Financial Statements
As explained more fully in the Responsibility Statements and the Corporate Governance section in the Annual Report, the Directors
of the Company are responsible for the preparation of the consolidated financial statements that give a true and fair view in
accordance with IFRS Accounting Standards as issued by the IASB, and for such internal control as the Directors determine is
necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to
fraud or error.
Jardine Matheson Annual Report 2025
190
Independent Auditor’s Report
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
The Audit Committee assists the Directors in discharging their responsibilities for overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated
financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout
the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the Directors.
• Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events
or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and
whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for
the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for
our audit opinion.
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, actions taken to eliminate threats or safeguards applied.
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Independent Auditor’s Report
From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of
the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our
auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Use of this report
This report, including the opinion, has been prepared for and only for the Company’s members as a body in accordance with Section
90 of the Companies Act 1981 (Bermuda) and for no other purpose. We do not, in giving this opinion, accept or assume responsibility
for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
The engagement partner on the audit resulting in this independent auditor’s report is James Noel Crockford.
Other Matter
The Company is required by the United Kingdom Financial Conduct Authority Disclosure Guidance and Transparency Rules to
include these consolidated financial statements in an annual financial report prepared under the structured digital format required by
DTR 4.1.15R - 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditor’s report
provides no assurance over whether the structured digital format annual financial report has been prepared in accordance with those
requirements.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong,
10 March 2026
Jardine Matheson Annual Report 2025
192
Five-year summary
Profit and Loss
2025 2024^ 2023 2022* 2021
US$m US$m US$m US$m US$m
Revenue 34,217 35,779 36,049 37,496 35,862
Profit/(loss) attributable to shareholders 1,109 (468) 686 354 1,881
Underlying profit attributable to
shareholders 1,681 1,518 1,661 1,584 1,513
Earnings/(loss) per share (US$) 3.78 (1.61) 2.37 1.22 6.01
Underlying earnings per share (US$) 5.72 5.24 5.74 5.49 4.83
Dividends per share (US$) 2.35 2.25 2.25 2.15 2.00
Balance Sheet
2025 2024 2023
#
2022* 2021
US$m US$m US$m US$m US$m
Total assets excluding right-of-use
assets 82,603 82,755 86,403 84,894 87,215
Right-of-use assets 3,533 4,024 4,080 4,184 4,274
Total assets 86,136 86,779 90,483 89,078 91,489
Total liabilities excluding total lease
liabilities (28,491) (29,945) (30,832) (29,095) (29,287)
Total lease liabilities (2,998) (3,514) (3,720) (3,723) (3,834)
Total liabilities (31,489) (33,459) (34,552) (32,818) (33,121)
Total equity 54,647 53,320 55,931 56,260 58,368
Shareholders’ funds 29,033 27,880 29,010 28,850 29,781
Net borrowings (excluding net
borrowings of financial services
companies) 2,717 7,320 8,372 7,515 6,635
Net asset value per share (US$) 98.19 95.51 100.31 99.55 102.87
Cash Flow
2025 2024 2023
#
2022 2021
US$m US$m US$m US$m US$m
Cash flows from operating activities 5,309 4,999 4,584 4,825 5,076
Cash flows from investing activities 2,093 (971) (2,463) (2,593) 231
Net cash flow before financing 7,402 4,028 2,121 2,232 5,307
Net cash flow after principal elements
of lease payments 6,507 3,151 1,265 1,357 4,413
Cash flow per share from operating
activities (US$) 18.07 17.24 15.83 16.71 16.22
^ Figures in 2024 have been re-presented due to presenting the profit or loss from non-strategic businesses within non-trading items (refer note 1).
#
Figures in 2023 have been restated due to reclassification of certain amounts payable to associates and joint ventures previously included in
associates and joint ventures to creditors to align with market practice.
* Figures in 2022 have been restated due to changes in accounting policies upon adoption of IFRS 17 Insurance Contracts.
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Responsibility statements
The Directors of the Company confirm that, to the best of their knowledge:
(a) the consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS Accounting
Standards), including International Accounting Standards and Interpretations as issued by the International Accounting Standards
Board, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group; and
(b) the Chairman’s statement, Chief Executive Officer’s statement, Chief Financial Officer’s statement and the description of Principal
Risks and Uncertainties facing the Company as set out in this Annual Report, which constitute the management report required by
the Disclosure Guidance and Transparency Rule 4.1.8, include a fair review of all information required to be disclosed under Rules
4.1.8 to 4.1.11 of the Disclosure Guidance and Transparency Rules issued by the Financial Conduct Authority in the United Kingdom.
For and on behalf of the Board
Lincoln Pan
Graham Baker
Directors
10 March 2026
Jardine Matheson Annual Report 2025
194
Group offices
Jardine Matheson Ltd 48th Floor, Jardine House
G.P.O. Box 70
Hong Kong
Telephone
Email
Website
(852) 2843 8288
shareholdersinfo@jardines.com
www.jardines.com
Directors
Lincoln Pan, Chairman
Graham Baker
Matthew Bland
Elton Chan
Stephen Gore
Company Secretary
Jonathan Lloyd
Matheson & Co., Ltd 12 Upper Grosvenor Street
London
W1K 2ND
United Kingdom
Telephone
Email
Website
(44 20) 7816 8100
enquiries@matheson.co.uk
www.matheson.co.uk
Adam Keswick
Jardine Pacific Ltd 48th Floor, Jardine House
G.P.O. Box 70
Hong Kong
Telephone
Email
(852) 2843 8288
jpl@jardines.com
Elton Chan
Hongkong Land Ltd 8th Floor
One Exchange Square
Central
Hong Kong
Telephone
Email
Website
(852) 2842 8428
gpobox@hkland.com
www.hkland.com
Michael Smith
DFI Retail Group Management
Services Limited
5th Floor, FWD Tower
Taikoo Place
979 King’s Road
Quarry Bay
Hong Kong
Telephone
Email
Website
(852) 2299 1888
DFIcontactus@DFIretailgroup.com
www.DFIretailgroup.com
Scott Price
Mandarin Oriental Hotel Group
International Ltd
8th Floor, One Island East
Taikoo Place
18 Westlands Road
Quarry Bay
Hong Kong
Telephone
Email
Website
(852) 2895 9288
asia-enquiry@mohg.com
www.mandarinoriental.com
Laurent Kleitman
Jardine Cycle & Carriage Ltd 239 Alexandra Road
Singapore 159930
Telephone
Email
Website
(65) 6473 3122
corporate.affairs@jcclgroup.com
www.jcclgroup.com
PT Astra International Tbk Menara Astra 59th Floor
Jln. Jend. Sudirman Kav. 5-6
Jakarta 10220
Indonesia
Telephone
Email
Website
(62 21) 508 43 888
corcomm@ai.astra.co.id
www.astra.co.id
Djony Bunarto Tjondro
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Group offices
Bermuda
Jardine Matheson International Services Ltd
4th Floor, Jardine House
33-35 Reid Street
Hamilton HM 12
P.O. Box HM 1068
Hamilton HM EX
China
Jardine Matheson (China) Ltd
(Representative Office)
Rm 3702, China World Office 1
China World Trade Centre
No. 1 Jianguomenwai Avenue
Chaoyang District
Beijing 100004
Hong Kong SAR, China
Jardine Matheson Ltd
48th Floor, Jardine House
G.P.O. Box 70
Hong Kong
Singapore
Jardine Matheson (Singapore) Ltd
239 Alexandra Road
Singapore 159930
United Kingdom
Matheson & Co., Ltd
12 Upper Grosvenor Street
London
W1K 2ND
Vietnam
Jardine Matheson (Vietnam) Ltd
Unit 14.3, 14th Floor
E.town Central Building
11 Doan Van Bo Street
Ward 13, District 4
Ho Chi Minh City
www.jardines.com
for more information
Jardine Matheson Holdings Limited is incorporated in
Bermuda and has a primary listing in the equity shares
(transition) category of the London Stock Exchange,
with secondary listings in Bermuda and Singapore.
Jardine Matheson Holdings Limited
Jardine House
Hamilton
Bermuda
Portfolio holdings
Percentages show effective ownership as at 10 March 2026.
* Other investments include Zhongsheng, Toyota Motor Corporation, Vinamilk,
Private Equity funds and Private residences properties.
^ Listed companies
#
Legal interest
100%100%77.5%^54.7%^85.5%^
41.7%^REE
Vietnam
50%
26.7%THACO
100%Cycle & Carriage
SEA auto retail
49.9%^Tunas Ridean
50%Gammon
Engineering & infrastructure
Other investments*
100%JEC
100%Jardine Restaurant Group
Consumer retail
100%Zung Fu
50%Jardine Schindler
41.7%HACTL
50.1%^
#
www.jardines.com