Jardine Matheson Annual Report 2024
Creating long-term,
sustainable value
Creating value
Creating value
16
Independent Non-executive
Director interview
18
Financials
Financial statements
106
Independent Auditor’s Report
211
Five-year summary
220
Responsibility statements
221
Group offices
222
Group structure
Contents
Governance
Board of Directors
66
Key management
69
Corporate governance
70
Remuneration Report
86
Audit Committee Report
91
Principal Risks and Uncertainties
97
Shareholder information
105
Astra manages 396km of toll roads across Indonesia
Overview
About Jardines
1
Highlights
2
Our portfolio
4
THACO Auto Mazda plant
Leadership statements
Chairman’s statement
6
Group Managing Director’s review
10
Mandarin Oriental Marina Bay, Singapore
Performance
Group Finance Director’s review
20
Portfolio company review
26
Sustainability
52
TCFD Report
56
Hongkong Land’s ‘Tomorrow’s CENTRAL’ (Rendering)
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Jardine Matheson Annual Report 2024
Jardine Matheson is a diversified, Asia-focused investment company.
Founded in China in 1832, Jardines’ long-term success has been driven
by our adaptability and resilience.
Our aim is to deliver superior, long-term returns for Jardines’
shareholders from a portfolio of market-leading businesses, strategically
positioned to capture growth opportunities driven by themes such as
urbanisation and the expanding middle-income population across Asia.
Our role as an engaged investor:
• We ensure highly-qualified boards and leadership teams
are in place, aligning incentives to drive shareholder
value by building better, stronger businesses.
• We influence strategy and drive performance through
representation on the boards of our portfolio
companies, which have clear accountability for
strategy, operational effectiveness, and delivering
on sustainability commitments.
• At the Corporate level, we aim for decisive
portfolio management built on disciplined capital
allocation and investment expertise.
We underpin this with a longstanding reputation
for integrity, comprehensive risk management,
enduring relationships and a strong balance
sheet, with excellent access to low-cost funding
from banks and the capital markets.
We are proud to build value for shareholders
while also making a positive contribution to
the communities we serve.
About Jardines
Jardine Matheson Annual Report 2024
2
Highlights
* The Group uses ‘underlying net profit’ in its internal financial reporting to distinguish between ongoing business performance and non-trading items, as more fully described in
note 41 to the financial statements. Management considers this to be a key measure which provides additional information to enhance understanding of the Group’s underlying
business performance. Underlying net profit refers to underlying profit attributable to shareholders.
˄ Excludes net borrowings of financial services companies
§ Represents recurring dividends received from subsidiaries, associates, joint ventures and other investments, less corporate costs and net interest expenses
• Underlying net profit 11% lower at US$1.47 billion (1% lower excluding Hongkong Land
impairments)
• Record Astra contribution, reinforced by increased JM stake in Jardine Cycle & Carriage
(JC&C) (+6.7%)
• Strong recovery at DFI Retail (DFI), offset by lower earnings from Zhongsheng
• New Hongkong Land strategy; portfolio simplifications at DFI and JC&C; increased JM
stake in Mandarin Oriental (+7.8%)
• Group net borrowings^ US$1.1 billion lower at US$7.3 billion (gearing 1% down at 14%)
• Parent free cashflow§ up 12% to US$875 million
• Full year dividend held at US$2.25 per share
2024 financial highlights
Revenue (US$ billion)
US$35.8bn
US$2.25
DPS (US$)
US$5.07
(US$1.61)
Reported EPS (US$)
Cash flows from operating
activities (US$ billion)
US$5.0bn
US$7.3bn
& 14%
Net borrowings and
gearing^ (US$ billion/%)
Underlying EPS* (US$)
2020
2021
2022
2023
2024
32.6
35.9
37.5
36.0
35.8
2020
2021
2022
2023
2024
2.95
4.83
5.49
5.74
5.07
2020
2021
2022
2023
2024
5.3
5.1
4.8
4.6
5.0
2020
2021
2022
2023
2024
1.72
2.00
2.15
2.25
2.25
2020
2021
2022
2023
2024
6.01
2.37
1.22
(1.07)
(1.61)
2020
2021
2022
2023
2024
6%
11%
13%
15%
14%
3.7
6.6
7.5
8.4
7.3
Results summary
2024
US$m
2023
US$m
Change
%
Revenue
35,779
36,049
(1)
Underlying profit* before tax
4,412
5,034
(12)
Underlying profit* attributable to shareholders
1,471
1,661
(11)
(Loss)/profit attributable to shareholders
(468)
686
n/a
Shareholders’ funds
27,880
29,010
(4)
US$
US$
%
Underlying earnings* per share
5.07
5.74
(12)
(Loss)/earnings per share
(1.61)
2.37
n/a
Dividends per share
2.25
2.25
–
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Jardine Matheson Annual Report 2024
Note: % excludes Corporate and other interests and Hongkong Land impairments
• Record earnings in local currency terms, despite impact of softer
car sales and lower coal prices
• Further strengthening of core businesses
• Accelerating growth investments in energy transition and healthcare
• New strategic direction focused on growing ultra-premium
integrated commercial property portfolio in Asia’s gateway cities
• Flagship investments: LANDMARK HK transformation and
Shanghai West Bund project
• Resilient recurring earnings from Prime Properties Investment
despite headwinds and Build-to-sell impairments
• Resilient earnings: 3% underlying net profit growth at CER#
• Continued active portfolio management. Recycled US$387 million
from non-core assets and increased Vietnam exposure
• Reduced net debt to support future investment
• 30% underlying net profit growth: Convenience strong contributor
• Continued portfolio simplification: Yonghui and Indonesia Food
divestments
• Execution excellence: Market share gains across most formats
and improved cost discipline
• New strategy to accelerate brand-led management
business
• Promising early delivery: 15% growth in recurring hotel
management fees
• Accelerated development: three hotel openings and
eight new management contracts signed
• Challenging conditions in new car market
• Partnered with Seres to distribute and service
AITO vehicles
• Scaling of Zhongsheng-branded auto services
• Initiated strategic review of portfolio
• Continued portfolio simplification with divestment
of Jardine Aviation
• Resilient performance from B2B businesses.
Turnaround initiatives launched in B2C businesses
2024 underlying net profit breakdown by geography
2024 underlying net profit breakdown by business
Note: % excludes Corporate and other interests and Hongkong Land impairments
15-year total shareholder return
Total shareholder return (%)
1 year
5 years
10 years
15 years
25 years
5.5
5.2
13.5
(0.6)
(1.9)
50
100
150
200
250
300
350
Dec’09
Dec’12
Dec’15
Dec’18
Dec’21
Dec’24
48% Indonesia
26% Hong Kong
& Macau
Other SEA countries 7%
Chinese mainland 9%
Rest of the World (ROW) 5%
Vietnam 5%
46% Astra
22% Hongkong Land
Jardine Pacific 9%
DFI Retail 9%
5%
Zhongsheng 5%
Mandarin Oriental 4%
JC&C
(excl. Astra)
Source: Bloomberg
Source: Bloomberg
# Constant Exchange Rates (CER)
Highlights
Jardine Matheson Annual Report 2024
4
Our portfolio
∆ Effective shareholding held by JC&C as at 10 March 2025
Ω Effective shareholding held by Jardine Matheson as at 10 March 2025
Underlying net profit for the year ended 31 December 2024
§ % excludes Corporate and other interests and Hongkong Land impairments
* JC&C’s contribution to underlying net profit excludes contribution from Astra
50.1%
∆
JC&C share
42.6%
Ω
JM share via JC&C
Contribution to
underlying net profit
Astra Honda Motor, Indonesia
Indonesia-listed diversified conglomerate
with seven business lines
• Astra Triple-P Roadmap focuses on portfolio,
people and public contribution to meet its
vision of becoming the Pride of the Nation
Indonesia’s:
• #1 automotive group
• #1 heavy equipment distributor and mining
contractor and operator
• Top financial services provider for automotive
and domestic insurance, expanding into
digital banking
• Top private investor in infrastructure
• Strategic investment in healthcare
Jardines
representatives on
Astra’s Board of
Commissioners
Ben Keswick
John Witt
Stephen Gore
JC&C representatives
Ben Birks
Amy Hsu
INEDs representation
36%
53.3%
Ω
JM share
Contribution to
underlying net profit
LANDMARK Central, Hong Kong
Major listed property, investment,
management and development group
in Asia
• Strategic focus to be a leader in management
of ultra-premium integrated commercial
properties in Asia’s gateway cities
• 830,000 sq. m. flagship properties in
Hong Kong, Singapore and Shanghai
• Anchored by three integrated commercial
portfolios in Central, Hong Kong; Marina Bay,
Singapore; and West Bund, Shanghai
Jardines
representatives
John Witt^
Adam Keswick
INEDs representation
25%
85.0%
Ω
JM share
Contribution to
underlying net profit*
Gogoro showroom, Singapore
Jardine Matheson’s listed investment
holding company with a focus on dynamic
economies of Indonesia and Vietnam
• JC&C’s strategic objective is to grow faster
than Southeast Asia and elevate the
communities within which they operate
• Invested in Southeast Asia with portfolio of
industry-leading businesses: Astra and
Tunas Ridean in Indonesia; Truong Hai
Group Corporation (THACO), Refrigeration
Electrical Engineering Corporation (REE) and
Vinamilk in Vietnam; Regional interests in
Cycle & Carriage
Jardines
representatives
John Witt^
INEDs representation
57%
US$808m
46%
§
US$218m
22%
§
US$99m
5%
§
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Jardine Matheson Annual Report 2024
^ Chairman
# Effective shareholding held by Jardine Matheson as at 10 March 2025. Percentage calculated excludes the treasury shares held by Zhongsheng Group.
Jardines representatives refer to individuals serving on each of the respective listed companies’ boards. Jardines provides input to the listed companies through
these representatives.
Our portfolio
77.5%
Ω
JM share
Contribution to
underlying net profit
Wellcome supermarket, Hong Kong
Leading listed Asian retailer operating
well-known brands across health and
beauty, convenience, food, home
furnishing, restaurants and other retailing
• Strategic focus on sustainably serving Asian
consumers with best-in-class customer
proposition while driving shareholder value
• Employs over 200,000 people and operates
some 11,000 outlets across 13 markets
• Operates the largest coalition loyalty
programme, yuu in Hong Kong, with over
five million members
Jardines
representatives
John Witt^
Graham Baker
INEDs representation
50%
88.0%
Ω
JM share
Contribution to
underlying net profit
Mandarin Oriental Mayfair, London
Listed investment and management group
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 41 hotels,12 residences and
26 exceptional homes in 26 countries
and territories
Jardines
representatives
Ben Keswick^
Adam Keswick
INEDs representation
50%
21.4%
#
JM share
Contribution to
underlying net profit
Zhongsheng showroom, Dalian, China
Leading multi-brand automotive
distribution and service group operating in
the Chinese mainland, listed in Hong Kong
• Strategic focus on building Zhongsheng as a
premium auto services brand in China
• Over 410 dealerships across 110 cities
• Major operator in new car distribution,
after-sales and used cars
Jardines
representatives
Elton Chan
Steve Sun
100%
Ω
JM share
Contribution to
underlying net profit
Gammon Construction employees
Diversified portfolio of industry leaders in
engineering, construction, air cargo
handling, automotive and restaurants,
primarily focused in Hong Kong with a
presence in Southeast Asia
• Long-term partnerships with large brand
owners like Balfour Beatty, Schindler,
YUM Group and more
Jardine Matheson’s
non-listed businesses
US$155m
9%
§
US$63m
4%
§
US$83m
5%
§
US$149m
9%
§
Jardine Matheson Annual Report 2024
6
Chairman’s statement
Ben Keswick, Executive Chairman
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Jardine Matheson Annual Report 2024
Chairman’s statement
Dear Shareholders,
I am pleased to provide you with an overview of the
Group’s performance over the past year.
Overview of 2024
Jardine Matheson (Jardines or the Group) delivered
a resilient performance in 2024, as our portfolio
companies faced challenging conditions across the
region. Underlying net profit for the year (impacted
by JM’s share (US$168 million) of the non-cash
impairments in Hongkong Land), was 11% lower than
the prior year, at US$1,471 million. Our diversified
portfolio, however, continued to generate strong cash
flows both at Group level and for the parent company,
supporting a strong balance sheet and creating a
solid foundation for future growth. Full details of the
performance of each of our portfolio companies,
as well as significant developments during the year,
are provided in the ‘Group Managing Director’s review’
and ‘Portfolio company review’ sections.
The Board is recommending a final dividend of
US$1.65 per share, which produces an unchanged
full-year dividend of US$2.25 per share.
Delivering superior shareholder returns
As a Group, we are evolving to align with the changing
markets in which our companies operate, and we are
transitioning from being an owner-operator of our
portfolio assets to being a long-term, engaged investor
in our portfolio companies. As an engaged investor,
we have a sharpened focus on generating superior,
long-term returns for shareholders from a portfolio
of market-leading businesses across Asia, and
we have set challenging financial objectives to
match these ambitions.
Our approach to managing our broad portfolio of
businesses is founded on a culture of integrity,
effective risk management and a sustainable approach
to doing business. This is underpinned by strong
balance sheets and excellent access to bank funding
and capital markets.
Jardines delivered a resilient
performance in 2024, benefitting
from the sector and geographic
diversity of its portfolio. Challenging
conditions on the Chinese mainland
adversely impacted Zhongsheng
and Hongkong Land, but DFI Retail
saw a substantial recovery and, in
Indonesia, Astra delivered another
strong performance, underlining its
continued importance to the Group.
With enhanced boards,
strengthened leadership teams
and exciting new strategies, and
a sharpened focus on shareholder
returns, Jardines’ businesses are
well-positioned to drive mid- and
long-term growth and the future
looks encouraging. In the coming
year we expect broadly stable
results, excluding the impact of the
Hongkong Land impairments in 2024.
Jardine Matheson Annual Report 2024
8
Chairman’s statement
Strengthening our corporate
governance
The Board, its committees and senior
management together play a key role in
delivering against our priorities. The effective
delivery of the Group’s strategy depends on
high quality debate around the boardroom table,
with strong contributions from our directors,
underpinned by a robust governance framework.
As our portfolio of investee companies and the
environment in which they operate evolve,
we continue to review the effectiveness of our
governance approach on an ongoing basis,
both at the Jardine Matheson level and across
our portfolio companies.
The past year has seen the strengthening of
the Jardine Matheson Board. We value the
opportunity to leverage the industry and regional
expertise and experience of independent
non-executive directors and were delighted to
welcome Ming Lu to the Board in February 2025.
I would also like to express our gratitude to
Anthony Nightingale, Y.K. Pang, David Hsu,
Percy Weatherall and Julian Hui – all of whom
stepped down from the Board in 2024 – for their
significant contributions to the Board and the
wider Group over many years.
The Board now comprises nine directors,
the majority (56%) of whom we consider to be
independent non-executive directors, taking
account of the independence considerations
under the UK Corporate Governance Code.
Significant changes were made to the
management teams and boards of our
portfolio companies over the past 18 months.
Newly-appointed CEOs of Hongkong Land, DFI,
Mandarin Oriental and Jardine Pacific (JP) have
led strategic reviews of each of their businesses
and are now executing new strategies to deliver
enhanced shareholder value through clear
long-term growth objectives and targets.
Our portfolio companies have increased the
representation of independent non-executive
directors both on their boards and their
respective board committees, as well as making
enhancements to their operation.
Embedding sustainability into
everything we do
We see sustainability as a key factor in
delivering the Group’s long-term vision and
expect our portfolio companies to set ambitious
sustainability targets and collaborate closely
with their stakeholders to deliver against them.
ESG ratings
2024
2021
MSCI
BB
CCC
S&P Global
50
6
Higher scores denote better
performance
85th percentile
16th percentile
Sustainalytics
36.2
(high risk)
53.4
(severe risk)
Lower scores denote better
performance
65th percentile
14th percentile
As a Group, we are evolving to align with the changing
markets in which our companies operate, and we are
transitioning from being an owner-operator of our portfolio
assets to being a long-term, engaged investor in our
portfolio companies.
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Jardine Matheson Annual Report 2024
Chairman’s statement
We continued to make considerable progress
over the past year as a Group in advancing
our sustainability agenda, and there was
good progress in 2024 against the Group’s
sustainability KPIs. We continued to focus in
particular on climate action.
Our portfolio companies have set ambitious
medium-term science-based decarbonisation
targets, many of which are aligned with the
Science Based Targets initiative (SBTi). They
have also developed credible pathways
to achieve those targets and have made good
progress in starting to implement them. We have
also worked with our portfolio companies to
develop a capital allocation framework which will
ensure that sustainability is considered in all
future investment decisions.
We were pleased to see our continued
commitment and strong performance on
sustainability initiatives recognised in
improved ESG ratings during 2024, both for
Jardine Matheson and our portfolio companies.
We believe that sustainable business practices
are synonymous with good business, and
sustainability is now firmly embedded as a
core element of strategy across our portfolio
companies and will play a crucial role in future
investment decisions.
Conclusion
On behalf of the Board, I would like to express
my appreciation to our shareholders, our valued
partners and to the wider community for your
continued support. Most of all, thanks must go
to our colleagues, who are key to our success,
for their exceptional work and unwavering
commitment throughout the past year.
Hongkong Land West Bund Central in Shanghai, China (Rendering)
Jardine Matheson Annual Report 2024
10
Group Managing Director’s review
Our long-term success has been built on our resilience
and our ability to adapt to the ever-changing
environment in which Jardines and its portfolio
companies operate. We demonstrated this adaptability
during the year by reviewing and recalibrating our
approach to running our portfolio of businesses.
John Witt,
Group Managing Director
Total shareholder return (%)
1 year
5 years
10 years
15 years
25 years
5.5
5.2
13.5
(0.6)
(1.9)
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Jardine Matheson Annual Report 2024
Group Managing Director’s review
Overview
The Group delivered a resilient performance in 2024, in the
face of continuing significant headwinds. There was a strong
contribution by Astra, enhanced by the Group increasing its
shareholding in JC&C by 6.7% during the year, and a
substantial recovery from DFI, but contributions from a number
of our portfolio companies – and in particular Zhongsheng and
Hongkong Land – were lower. Our portfolio companies are
focused on addressing the short-term challenges they face
from local and global economic pressures.
Our long-term success has been built on our resilience and our
ability to adapt to the ever-changing environment in which
Jardines and its portfolio companies operate. We demonstrated
this adaptability during the year by reviewing and recalibrating
our approach to running our portfolio of businesses.
Our role as an engaged investor
As we transition to being a long-term, engaged investor in our
portfolio companies, we have the aim of delivering strong,
long-term returns for the Company’s shareholders, with
superior five-year Total Shareholder Returns (TSR). To achieve
this ambition, we expect our portfolio companies to focus on
growing their businesses to deliver strong, sustainable growth
in earnings and cash flows, and on driving returns on invested
capital well above the relevant cost of capital. We will also
continue to evolve our portfolio, with a view to delivering higher
long-term returns and capital appreciation. With high-quality
execution in our portfolio companies and at the Group, we
intend to deliver superior growth in the Group’s Net Asset
Value (NAV) per share, as well as progressive dividends.
In order to meet our financial objectives, we have sharpened
our focus on the key elements of our role as an engaged
investor: at the Corporate level, aiming to manage the portfolio
decisively, leveraging disciplined capital allocation and
investment expertise; influencing strategy and driving
accountability through representation on the boards of our
portfolio companies; ensuring high calibre leadership teams
are in place in our portfolio companies; and incentivising those
teams to build bigger, stronger businesses, supported by highly
qualified boards with extensive industry expertise.
Set out below is a summary of how Jardines has fulfilled its
role as an engaged investor over the past year:
Ensuring highly-qualified boards and leadership
teams are in place
Identifying, developing and retaining effective leadership talent
remains a top priority, and over the past year our portfolio
companies, supported by Jardines, have put in place
appropriate management structures and strong leadership
teams to support their revised strategies and future growth.
Our listed portfolio companies are also implementing new
incentive structures, to better align the performance of
their leadership teams with the creation of long-term
shareholder value.
We continue to invest in the ongoing development of our
leaders, providing them with opportunities to build expertise
and advance their careers within various businesses across
the Group.
We are also dedicated at the Jardines level to nurturing the
next generation of leaders within our portfolio companies.
We provide our colleagues with the training and resources they
need to navigate both immediate and long-term challenges and
opportunities. Our talent planning is enhanced by Group-wide
leadership development programmes, co-designed with IMD
and INSEAD.
Jardine Matheson Annual Report 2024
12
Group Managing Director’s review
As an engaged investor, Jardines expects each of its portfolio
companies to foster an inclusive and diverse culture, where
everyone has the opportunity to succeed. Our portfolio
companies have each established targets aligned with
this objective.
Influencing portfolio company strategy and
supporting performance through board
representation
During 2024, and as we enter 2025, our portfolio companies
have developed and adopted revised strategies. As an
engaged investor, we have used our representation on the
boards of each of our portfolio companies to influence and
support this process. Our portfolio companies are now focused
on implementing their new strategies and improving
performance, with an emphasis on enhancing operational
efficiency and a strong focus on sustainability. This has again
been with support from Jardines, and there has been good
progress in the year in bringing in non-executive directors with
industry expertise and experience, to create a framework to
support management in driving operational excellence and
increased productivity.
As an engaged investor, we expect sustainability to be a key
strategic priority for our portfolio companies, each of which has
developed and is implementing its own tailored sustainability
agenda. They also set relevant targets and collect and
consolidate data to track their performance, and are
accountable to their respective boards for reporting progress.
Decisive portfolio management at the Corporate
level, built on disciplined capital allocation and
investment expertise
We see the continuing evolution of the Group’s portfolio as vital
for securing long-term sustainable growth. Capital needs to be
directed towards strategic growth projects at both the Group
level and within our portfolio companies, and we expect assets
that are non-strategic or yield lower returns to be divested.
The Group’s presence in a wide range of markets and sectors
across Asia has allowed us to deliver resilient performance,
even under tough market conditions. As an investor, we see
great opportunities for our portfolio companies to reinforce and
further enhance their standing in the high-potential markets in
which they operate, and in sectors where they can achieve
leadership, aiming to generate long-term value and maintain
sustainable growth.
Our investment strategy focuses on building the Group’s
presence in regions with significant growth potential,
particularly in emerging Asian markets, and we believe that
there are strong growth prospects for our Southeast Asian
businesses in Indonesia and Vietnam. We also recognise the
potential in our established markets, including Hong Kong and
Singapore, which offer a stable base and robust cash flows,
and we are confident that our businesses in these markets
have excellent opportunities to drive strong business
performance.
Our capital allocation approach emphasises organic
investment across our portfolio companies to fuel long-term
growth and returns, together with plans to gradually increase
dividends. We prioritise investment in new business
opportunities and support the carrying out of share buybacks
where appropriate. Our approach is backed by a strong
balance sheet, and we are increasingly focused on ensuring
that our investment opportunities are aligned with our
sustainability objectives.
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Jardine Matheson Annual Report 2024
Group Managing Director’s review
Mandarin Oriental Shenzhen
Total capital investment of US$8.7 billion
(US$ million)
3,080 Hongkong Land
Mandarin Oriental 236
Jardine Pacific 112
Corporate 777
JC&C 806
Zhongsheng 189
1,826 Astra
1,721 DFI Retail
Jardine Matheson Annual Report 2024
14
Group Managing Director’s review
Summary of performance
The Group delivered a resilient performance in 2024 in the
face of difficult trading conditions across many of its markets.
Underlying net profit fell by 11% to US$1,471 million.
The fall in profit was largely driven by a significantly lower
contribution from Zhongsheng and a reduced profit from
Hongkong Land as a result of the non-cash impairments
it incurred in respect of its Build-to-sell segment on the
Chinese mainland. Contributions from JC&C and JP were
also moderately lower and Mandarin Oriental’s results were in
line with the prior year, but there were stronger performances
by both DFI and Astra, with the latter delivering a record
contribution supported by an increased JM stake in JC&C.
Full details of the performance of each of our portfolio
companies are provided in the ‘Portfolio company review’
section.
There were net non-trading losses in 2024 of US$1,939 million,
consisting primarily of fair value losses of US$1,209 million
arising from the revaluation of the Group’s investment
properties portfolio, impairment of goodwill and the interests in
associates totalling US$568 million and other non-trading items
of US$251 million, offset by gains of US$89 million on the sale
of properties and revaluation of other investments.
Cashflow remained strong both at Group and parent company
level. The Group’s cashflow from operating activities for the
year was 9% higher at US$5.0 billion (2023: US$4.6 billion)
and free cash flow at the parent company1 was 12% higher at
US$875 million (2023: US$778 million), providing 2x cover for
the Company’s external dividend payments. The Group’s
balance sheet remains strong with gearing of 14%, slightly
down from 15% at the end of 2023, reflecting strong
operating cashflows and lower capital expenditure by
portfolio companies.
The Group continued to focus during 2024 on making organic
and strategic investments to sustain the business and drive
future growth. The Group’s organic capital expenditure in 2024,
including expenditure on properties for sale, was US$2.3 billion
(2023: US$3.4 billion), and strategic investments added a
further US$1.1 billion (2023: US$1.8 billion) to capital
expenditure in 2024. Additional capital investment within the
Group’s associates and joint ventures was over US$5.3 billion
(2023: US$5.2 billion). The Group continues to invest for the
long-term and ensure that its businesses have the resources to
drive future growth.
1 ‘Free cash flow at parent company’ is defined as recurring dividends received from subsidiaries, associates, joint ventures and other investments,
less corporate costs and net interest expenses.
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Jardine Matheson Annual Report 2024
Group Managing Director’s review
These results demonstrate, once again, the value of our
diversified portfolio, enabling Jardines to produce a resilient
profit and cash performance, despite challenging conditions in
a number of our sectors and markets.
The resilient performance of the Group’s businesses in
Indonesia, together with the challenges faced by our
businesses in Hong Kong and on the Chinese mainland,
led to 66% of the Group’s profit for the year coming from
Southeast Asia and 28% from China.
We have set challenging financial objectives to drive future
growth and deliver superior TSR.
As a long-term investor, we will continue to focus on building
bigger, stronger businesses which deliver high-quality,
sustainable growth in earnings and cash flows, and driving
returns on invested capital well above the relevant weighted
average costs of capital. We will also continue to evolve our
portfolio with a view to delivering higher long-term returns and
capital appreciation. With high-quality execution in our portfolio
companies and at Group, we intend to deliver superior growth
in the Group’s NAV per share, as well as continued growth in
the Group’s dividend.
Outlook
The Group’s overall performance in 2024 was resilient in a
challenging market environment, as we benefitted from our
diversified portfolio.
With enhanced boards, strengthened leadership teams
executing new strategies across our portfolio companies,
and a sharpened focus going forward on shareholder returns,
Jardines is well-positioned, as an engaged investor, to take
advantage of opportunities for mid- and long-term growth.
In the coming year we expect broadly stable results, excluding
the impact of the Hongkong Land impairments in 2024.
Jardine Matheson Annual Report 2024
16
Creating value
Ensure high calibre boards and
leadership teams are in place with
incentives to build bigger, stronger
businesses
Influence strategy and drive
accountability for delivery and
performance through board
representation
Superior
5-year TSR
High-quality long-term growth
of earnings and cash flows
Investment ROICs > WACCs
NAV per share growth
Progressive dividends
Delivering superior shareholder returns
Jardine Matheson’s purpose is to deliver superior, long-term
returns to shareholders from a portfolio of market-leading
businesses focused on Asia.
Decisive portfolio management
built on disciplined capital allocation
and investment expertise
Integrity,
comprehensive
risk management
and sustainability
Enduring
relationships
Strong balance
sheet, excellent
access to banks
and capital
markets
How we deliver
Founded on
Jardine Matheson’s
financial objectives
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Jardine Matheson Annual Report 2024
Creating value
Our governance model,
with major decisions agreed
via Hongkong Land’s board,
has been fundamental in
helping us push forward an
ambitious new strategy
focused on the development
of ultra-premium integrated
commercial properties in key
Asian cities. This includes
actively recycling capital to
finance new integrated
commercial property
opportunities, expanding
strategic partnerships and
identifying third-party capital
to fund future growth.
Michael Smith
Chief Executive of
Hongkong Land
Disciplined capital allocation
We allocated capital to strategic growth initiatives and
divested non-core, lower-yielding assets, ensuring
superior shareholder returns. Jardine Pacific divested
Jardine Aviation Services, while JC&C divested its
stake in Siam City Cement, and DFI completed its
divestment in Yonghui Superstores in February 2025.
Jardines also increased our shareholdings in JC&C
and Mandarin Oriental to 84.6% and 88.0%,
respectively.
Governance enhancements
We enhanced our boards and governance with key
appointments to the management teams and boards
of our Group companies. Our portfolio companies –
many of which are led by recently-appointed CEOs –
are executing new strategies to adapt to the changing
market environment. We continue to strengthen our
portfolio companies’ boards to increase independence
and effectiveness, including through further INED
appointments.
Guided by a ‘Customer-first,
People-led, Shareholder-
driven’ strategic framework,
we are navigating the
evolving consumer landscape
with clear priorities and an
accelerating omnichannel
presence. Aligned with our
purpose of sustainably
serving Asia for generations
through everyday moments,
our ESG commitment,
disciplined capital allocation,
as well as strong board and
governance model enable us
to deliver sustained, profitable
growth and improved
shareholder returns.
Scott Price
Chief Executive of
DFI
Our Jardine Pacific
businesses are leading
players in their sectors,
especially in Hong Kong,
with a presence in
Southeast Asia. With
support from Jardine
Matheson, we are refining
our portfolio with a focus on
enhancing the performance
of our B2C businesses. We
divested Jardine Aviation
Services in 2024 for capital
recycling and continue to
look for ambitious ways to
enhance how we manage
our portfolio.
Elton Chan
Chief Executive of
Jardine Pacific
We have agreed a clear and
compelling brand-led and
guest-centric growth strategy
with the board, and through
this we are well positioned
for rapid global expansion.
We have set an ambitious
target to double our portfolio
of hotels, resorts and
residences worldwide by
2033 while maintaining
Mandarin Oriental’s ultra
luxury positioning and brand
via a managed property
model. In 2024, we’ve already
crossed the milestone of 40
hotels and we are well on our
way to crossing 50 in the
coming two years.
Laurent Kleitman
Chief Executive of
Mandarin Oriental
Our progress in 2024
Updates from our four new portfolio companies’ Chief Executives
Jardine Matheson Annual Report 2024
18
Independent Non-executive
Director interview
Corporate governance is a
priority for Jardine Matheson
and our listed companies, as
we enhance Board
competency, expertise and
our investment capabilities.
In this section, we speak to
Janine Feng, recently
appointed Independent
Non-Executive Director of
Jardine Matheson.
Janine Feng
Janine Feng joined the Jardines Board in May 2023.
She is a managing director at Carlyle, focused on
Asian buyout opportunities in the financial services,
consumer products 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.
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Jardine Matheson Annual Report 2024
Independent Non-executive
Director interview
Janine, you joined the Jardine
Matheson Board in May 2023,
what changes have you seen at
Jardines since then?
In the almost two years since I joined the Jardines Board, Jardines has been through
significant changes, appointing four new portfolio Chief Executives, and changing its
governance structure to reflect a transition from managing the Group’s companies as
an owner-operator to taking a portfolio management approach. Rather than delving
into the operational decisions of individual portfolio businesses, Jardines has
sharpened its focus on overall performance, strategy and accountability of each
business through the boards.
Jardines is a complex organisation due to its diverse range of industries, geographies
and companies. By selecting TSR as a benchmark, Jardines is able to better
benchmark itself against the competition and assess its performance. I also see
increased focus on getting the right objectives in place, for Jardines’ portfolio company
leaders – supported by an enhanced incentive structure – making it clearer what we
want them to achieve.
Your background is Private
Equity (PE). What can Jardines
learn from strategies and metrics
used by private equity firms?
The main objective for PE firms is to buy and add value, and eventually sell a company
for a profit in a certain time horizon. This means we are constantly evaluating the value
of our portfolio and working under a strict time pressure to deliver results. As a
long-term investor, Jardines can take a different approach. They have a longer
runway to work on transformational projects and add value to businesses through
comprehensive strategic planning and reinvestment into businesses.
The urgent nature of PE firms requires a strong emphasis on performance-driven
accountability with clear KPIs at defined milestones. Jardines can benefit from adopting
a similar focus on performance and accountability, helping drive results and ensuring
alignment among management teams. In addition, the discipline PE firms exhibit in
regularly evaluating investments can be valuable for Jardines: there can be more
discipline in making that buy and hold decision, and knowing when it is time to exit.
How will the refreshed
investment proposition and new
benchmarks reshape Jardines for
the future?
Some of the changes are still in progress, but as Jardines moves away from an
owner-operator model we can expect it to take a more holistic view of managing its
portfolio. New governance and incentive structures will reinforce the responsibility of
our portfolio company leadership teams for delivering on strategy and operational
performance for their respective businesses.
Jardines’ sharpened focus on TSR should help align performance with market
expectations and shareholder interests. This strategic shift will drive a more disciplined
approach in evaluating and managing investments, and we can expect a stronger focus
from the Board in ensuring every decision contributes to long-term shareholder value.
However, there is still a need for a cultural shift within the organisation towards a
stronger performance-driven environment. Jardines’ leadership will need to work on
building up essential industry expertise and investment capabilities to drive portfolio
decisions and allocate capital effectively.
While these changes are taking place, it is important to remember Jardines’ strong
fundamentals – a strong balance sheet, a focus on integrity, comprehensive risk
management and its sustainability focus, as well as enhancing its strong networks and
relationships here in Asia.
Jardine Matheson Annual Report 2024
20
Group Finance Director’s review
The Group’s underlying net profit and underlying earnings per
share (EPS) decreased by 11% and 12%, respectively in 2024
as strong performances by DFI Retail and Astra were offset
by lower profit contributions from Hongkong Land and
Zhongsheng.
Hongkong Land’s contribution was impacted by US$168 million
non-cash impairment in its Build-to-sell business. Excluding
these, the Group’s underlying net profit and EPS fell by 1%
and 2%, respectively (but grew by 3% and 2% respectively
at CER).
As outlined in the Group Managing Director’s review,
during 2024 the Group re-focused its strategy on driving
long-term value creation for shareholders, as an engaged
investor in a portfolio of high-quality businesses in Asia.
Although we have seen solid progression on earnings and
dividends over the last five years, 3.7% 5Y EPS CAGR and
5.5% 5Y DPS CAGR, Total Shareholder Returns (TSR) have
disappointed. While we saw a stabilisation and marginal
recovery in TSR over the last year, we aim to drive significantly
improved performance in the coming years.
Results
Underlying business performance
2024
US$m
2023
US$m
Revenue
35,779
36,049
Operating profit
3,814
4,289
Net financing charges
(527)
(516)
Share of results of associates
and joint ventures
1,125
1,261
Profit before tax
4,412
5,034
Tax
(857)
(932)
Profit after tax
3,555
4,102
Non-controlling interests
(2,084)
(2,441)
Underlying profit attributable to
shareholders
1,471
1,661
Non-trading items
(1,939)
(975)
Net (loss)/profit
(468)
686
US$
US$
Underlying earnings per share
5.07
5.74
(Loss)/earnings per share
(1.61)
2.37
Graham Baker,
Group Finance Director
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Jardine Matheson Annual Report 2024
Group Finance Director’s review
Total shareholder return (%)
Underlying EPS (US$)
DPS (US$)
Dividend yield (%)
1 year
5 years
10 years
15 years
25 years
5.5
5.2
13.5
(0.6)
(1.9)
2.95
4.83
5.49
5.74
5.07
2020
2021
2022
2023
2024
1.72
2.00
2.15
2.25
2.25
2020
2021
2022
2023
2024
3.1
3.1
4.2
5.3
5.5
2020
2021
2022
2023
2024
Value creation
Revenue
The Group’s revenue of US$35.8 billion in 2024 was slightly
less than last year, principally due to disposals and the
translation impact of a weaker Indonesian rupiah. Revenue in
the Group’s ongoing businesses at CER grew by 3% in
the year.
Hongkong Land’s revenue increased by 9% from 2023,
primarily due to the Build-to-sell business, with higher
residential properties sales on the Chinese mainland,
partially offset by lower rental income from the Central Portfolio
in Hong Kong.
Jardine Cycle & Carriage’s motor operations recorded a 1%
increase in sales from 2023, driven by its motor vehicle
operations in Singapore.
Astra’s revenue was flat year on year or 5% higher at CER
driven by its Financial Services business, which achieved a 9%
increase in new amounts financed.
DFI Retail reported lower revenue in the current year.
In the Food business, this was due to the divestments of the
Hero Supermarket business in Indonesia in 2024 and the
Giant business in Malaysia in 2023. Convenience sales were
down year-on-year, impacted by a decline in cigarette volumes
following tax increases in Hong Kong. Home Furnishing
revenue decreased as the market remained challenging.
Mandarin Oriental’s subsidiary hotels recorded a 6% decrease
in revenue as a result of the disposal of the Paris hotel and
retail properties, mitigated by higher revenue in Hong Kong,
Munich and Tokyo benefitting from robust demand.
Operating profit
Operating profit from the Group’s subsidiaries, excluding
non-trading items, was US$3,814 million, a decrease of
US$475 million or 11%.
Hongkong Land’s underlying operating profit decreased by
US$210 million to US$583 million, principally due to non-cash
impairments in the Chinese mainland Build-to-sell business
and lower occupancy and average office rents in Hong Kong.
Astra’s underlying operating profit decreased by 9% to
US$2,724 million, reflecting fewer equipment sales Heavy
Equipment business, and a weaker Indonesian rupiah.
Mandarin Oriental recorded an underlying operating profit of
US$85 million, US$17 million less than 2023, reflecting the
impact of disposal of the Paris hotel and retail properties
in 2024, together with lower residences branding fees.
Recurring hotel management fees grew 15% in the year.
• Robust 5Y EPS CAGR 3.7% and 7.6% at CER,
excluding HKL non-cash impairments
• Progressive 5Y DPS CAGR of 5.5%
• Resilient 1Y TSR but 5Y and 10Y disappointing.
Strong focus on evolving the portfolio and
disciplined capital allocation to ensure future
delivery of superior 5Y TSR
Jardine Matheson Annual Report 2024
22
Group Finance Director’s review
Jardine Cycle & Carriage’s motor operations reported an
underlying operating profit of US$71 million in 2024,
US$13 million lower than 2023 due to the unfavourable
exchange translation of foreign currency loans, while its
motor operations continued to produce stable contributions.
Jardine Pacific reported an operating profit of US$57 million,
which was US$6 million down from 2023, principally a result of
weaker performance at Zung Fu Hong Kong which was
impacted by changes to government tax concessions on
electric vehicles. This was mitigated by improved performance
in Jardine Restaurants.
DFI Retail’s underlying operating profit was US$49 million or
17% higher than 2023. Higher operating profits were achieved
in Convenience due to favourable shift in product mix, and in
Singapore Food due to improved margins and disciplined cost
control, while Health and Beauty continued to produce a stable
contribution. These increases were partially offset by lower
contributions from Home Furnishings due to challenging
market conditions.
Net financing charges
Net financing charges of US$527 million were US$11 million
higher compared to 2023, principally due to higher average
interest rates and higher average net borrowings during the
year. Interest coverΛ, excluding financial services companies,
decreased slightly from 12 times to 11 times in 2024, though
remained ample, reflecting the Group’s cautious approach to
financial leverage.
Share of results of associates and joint ventures
The Group’s US$1,125 million share of underlying results of
associates and joint ventures was US$136 million, or 11%
lower than 2023.
Hongkong Land’s share of associates and joint ventures
contribution decreased by US$120 million in 2024 to
US$115 million, as a result of non-cash impairments in the
Chinese mainland Build-to-sell business, partly offset by higher
residential sales completions on the Chinese mainland.
The Group’s underlying contribution from Zhongsheng of
US$83 million was US$56 million lower than last year,
reflecting lower new car profit, partially mitigated by growth
in the after-sales business.
The contribution from Jardine Cycle & Carriage’s associates
and joint ventures decreased by US$8 million to
US$114 million. REE reported a lower contribution from its
power generation business due to unfavourable hydrology and
lower hydropower demand, and there was a lower contribution
from Siam City Cement (SCCC), reflecting its disposal in
August 2024.
In Mandarin Oriental, the improved result came mainly from
the reopening of the Singapore hotel which was closed for
renovation during 2023.
The contribution from Astra’s associates and joint ventures
increased by US$27 million in 2024 to US$636 million,
resulting from the solid performance of its motorcycle business,
with increased car sales volumes.
Tax
The underlying effective tax rate for the year was 26%,
which was broadly in line with 2023.
Non-trading Items
In 2024, the Group had net non-trading losses attributable
to shareholders of US$1,939 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.
In 2023, the Group had net non-trading losses attributable to
shareholders of US$975 million, which included a net decrease
of US$1,066 million in the fair value of investment properties
and impairment of goodwill of US$172 million, offset by gains
on the sale of properties of US$105 million, and the
US$101 million share of Zhongsheng’s 2022 second half profit.
Dividends
The Board is recommending a final dividend of US$1.65 per
share for 2024, providing a total annual dividend for 2024 of
US$2.25 per share, stable year-on-year. The final dividend will
be payable on 14 May 2025, subject to approval at the Annual
General Meeting to be held on 2 May 2025, to shareholders
on the register of members at the close of business on
21 March 2025. The dividend will be available in cash, with a
scrip alternative.
Λ Interest cover is calculated as the sum of underlying operating profit (before the deduction of the amortisation of right-of-use assets, net of actual
lease payment), and the share of results of associates and joint ventures, divided by net financing charges excluding interest on lease liabilities.
Capital allocation framework
Underpinned by strong balance sheet providing resilience through the business cycle
• Organic investment in
portfolio to drive long-term
growth and returns
• Sustainable, stable
dividends growing
over time
• New business M&A
• Investment in portfolio companies,
including through buy-backs
1
2
3
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Jardine Matheson Annual Report 2024
Group Finance Director’s review
Cash flow
Summarised cash flow
2024
US$m
2023
US$m
Cash generated from operations
5,637
5,549
Net interest and other financing
charges paid
(551)
(541)
Tax paid
(1,066)
(1,307)
Dividends from associates and
joint ventures
979
883
Operating activities
4,999
4,584
Capital expenditure and
investments
(2,397)
(4,612)
Disposals and repayments from
associates and joint ventures
1,426
2,149
Cash flow before financing
4,028
2,121
Acquisition of the remaining
interest in Jardine Strategic
(23)
(5)
Principal elements of lease
payments
(877)
(856)
Other financing activities
(2,938)
(2,402)
Net increase/(decrease) in cash
and cash equivalents
190
(1,142)
Cash inflow from operating activities for the year was
US$4,999 million, compared with US$4,584 million in 2023.
The increase of US$415 million from the prior year was due to
decreased working capital, principally in Astra, reduction in tax
paid by Hongkong Land and Astra; together with increased
dividends from Astra’s associates and joint ventures.
Capital expenditure and investments for the year,
before disposals, amounted to US$2,397 million
(2023: US$4,612 million). This included the following:
• 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 Pamapersada), 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.
In 2023, the Group’s principal capital expenditure and
investments included:
• US$1,667 million for the purchase of tangible assets,
which included US$1,377 million in Astra (of which
US$1,208 million was for the acquisition of heavy equipment
and machinery to accommodate increased business activity,
predominantly by Pamapersada), and US$173 million in
DFI Retail for refurbishment of existing stores;
• US$1,565 million for investments in various associates and
joint ventures, primarily Hongkong Land’s investments of
US$665 million in the Build-to-sell business, most of which
were joint venture projects in the Chinese mainland
(in Chongqing and Beijing), and in Singapore; and
Astra’s investment in Nickel Industries of US$616 million;
• US$671 million for the purchase of other investments, which
included US$288 million in Astra (of which US$285 million
represented acquisition of securities in relation to its financial
services businesses); and Jardine Cycle & Carriage further
invested in THACO through subscription of US$357 million
five-year convertible bond; and
• US$378 million for the acquisition of subsidiaries, which
included US$285 million for Astra’s acquisition of PT
Anugerah Surya Resources, PT Stargate Pasific Resources
and PT Stargate Mineral Asia.
The Group also continued to progress the simplification of
its portfolio by divesting non-core investments.
Jardine Matheson Annual Report 2024
24
Group Finance Director’s review
The contribution to the Group’s cash flow from disposals and
repayments from associates and joint ventures for the year
amounted to US$1,426 million (2023: US$2,149 million),
which principally include:
• 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 being proceeds received, net of transaction
costs, relating to the sale of the Paris hotel in Mandarin
Oriental 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.
The Group’s cash flow from disposals and repayments from
associates and joint ventures in 2023 included principally:
• US$364 million from sale of tangible assets, primarily
DFI Retail’s sale and sale and leaseback of properties in
Singapore, Malaysia and Indonesia, and Jardine Cycle &
Carriage’s sale of its properties in Singapore under a sale
and leaseback arrangement;
• US$359 million being proceeds received, net of transaction
costs, relating to sale of the automotive dealership business
in the United Kingdom;
• US$161 million, primarily from the sale of Astra’s investment
in relation to its financial services businesses; and
• US$134 million from the sale of associates and joint
ventures, primarily Jardine Pacific’s investment in Greatview
Aseptic Packaging Company.
During the year, the Company also repurchased its own
shares (for cancellation) at a total cost of US$101 million
(2023: US$209 million). Additional shares in Group companies
were also purchased in 2024. Shares in Jardine Cycle &
Carriage were acquired at a total cost of US$527 million
(2023: US$136 million) and Mandarin Oriental shares at a
total cost of US$172 million (2023: US$18 million). 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 14% at 31 December 2024, down from 15% at
the end of 2023. This reflected higher cash flow from operating
activities and lower capital expenditure by the Group’s portfolio
companies (both organic and for M&A). Investment for long-
term growth by portfolio companies remains the Group’s top
capital deployment priority. Net borrowings, on the same basis,
were US$7.3 billion at 31 December 2024, compared with
US$8.4 billion at the end of 2023. Astra’s financial services
companies had net borrowings of US$3.7 billion at the end of
the year, compared with US$3.4 billion at the end of 2023.
Net borrowings* and total equity (US$ billion)
* Excluding net borrowings of Astra’s financial services companies.
7.3
53.3
3.7
62.8
6.6
58.4
56.3
55.9
8.4
7.5
2020
2021
2022
2023
2024
Net borrowings
Total equity
At the year end, undrawn committed facilities totalled
US$7.3 billion. In addition, the Group had liquid funds of
US$4.8 billion. During the year, the Group’s total equity
decreased by US$2.6 billion to US$53.3 billion.
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Jardine Matheson Annual Report 2024
Group Finance Director’s review
Interest rate*
Currency
Maturity
* Excluding Astra’s financial services companies.
Floating 43%
57% Fixed
USD 16%
Others 17%
36% IDR
31% HKD
> 5 years 28%
2-5 years 26%
30% < 1 year
16% 1-2 years
By geographical area
By business
5%
JC&C
(excl. Astra)
Jardine Pacific 4%
DFI Retail 2%
Mandarin Oriental 9%
55% Hongkong Land
20% Astra
Zhongsheng 5%
62% China
Rest of the World 3%
Southeast Asia 35%
The average tenor of the Group’s borrowings at
31 December 2024 was 4.3 years, slightly down from 4.4 years
at the end of 2023. 84% 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 2024, approximately 43% of the
Group’s borrowings, exclusive of Astra’s financial services
companies, were at floating rates and the remaining 57% were
at fixed rates, including those hedged with derivative financial
instruments with major creditworthy financial institutions. 87%
of the borrowings for Astra’s financial services companies were
at fixed rates.
Borrowings profile at 31 December 2024
Shareholders’ funds
Shareholders’ funds at 31 December 2024 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 97 to 104.
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
(IFRS). The accounting policies adopted in 2024 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 is therefore the performance
attributable to the shareholders of the respective business,
which we believe provides the reader a better understanding of
the relevant listed Group subsidiaries. The Jardine Matheson
Group’s attributable interest in each business is disclosed,
where relevant, within the segmental information in Note 2 of
the financial statements.
Jardine Matheson Annual Report 2024
26
Astra
PT Lintas Marga Sedaya (Astra Tol Cipali)
Strategic progress
• Continued to evolve and strengthen core businesses
• Progressed energy transition through investments into
geothermal and waste-to-energy plants
• Accelerated growth through investments in high
priority sectors such as healthcare
• Continued sustainability progress, including palm oil
business application to join RSPO
• Enhanced governance and senior management
incentive alignment to performance
Financial highlights
• Earnings per share rose 1% to IDR845 (excluding fair
value adjustments)
• Resilient performance from automotive business,
maintaining market share; strong motorcycle
performance largely offset lower car sales in a weaker
car market
2024
2023
Change (%)
Revenue (US$ billion)
20.7
20.6
–
Underlying profit attributable to shareholders (US$ million)
2,083
2,175
(4)
Figures above are 100% Astra basis
• Strong performance from infrastructure and
financial services
• Proposed final dividend of IDR308 per share
Portfolio company review
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Jardine Matheson Annual Report 2024
Portfolio company review
Strategic developments
In Southeast Asia, Astra had a strong strategic focus in the
year on planning for long-term opportunities which add value,
while continuing to actively pursue opportunities in new sectors
with strong growth potential and investing organically in its
existing core businesses.
Astra expanded its investment in the healthcare sector through
the acquisition of a 95.8% stake in Heartology Cardiovascular
Hospital in Jakarta, one of Indonesia’s largest private
cardiac specialist hospitals. It also progressed its public
commitment to transitioning away from coal and into
renewables, by increasing its effective interest to 32.7% in
PT Supreme Energy Rantau Dedap (SERD), which owns a
large geothermal project in South Sumatra.
Business performance
Astra delivered a resilient performance in 2024 from its
diversified portfolio. Its consolidated revenue of US$20.7 billion
and underlying net profit of US$2.1 billion under IFRS, were
marginally higher and 4% lower than the previous year,
respectively. In local currency terms, Astra reported record
earnings, reflecting improved performances from most of the
group’s businesses, especially motorcycle sales, financial
services, and infrastructure and logistics.
The following performance review of Astra’s businesses
is based on results prepared under Indonesian
accounting standards.
Under Indonesian accounting standards, and excluding the
fair value adjustments on the group’s investments in GoTo and
Hermina, Astra reported a record net income of IDR34.2 trillion,
equivalent to US$2.1 billion, 1% higher than 2023 in its
reporting currency. Including these fair value adjustments,
Astra’s net income of IDR34.1 trillion was also slightly higher
than in the prior year.
Heavy equipment, mining, construction
and energy
Net income from the group’s heavy equipment, mining,
construction and energy division decreased by 5% to
IDR12.0 trillion, with declines in its coal mining businesses,
partly offset by improved performance from the mining
contracting and gold mining businesses.
United Tractors (UT), 59.5% owned, reported a 5% decrease in
net income to IDR19.5 trillion. Komatsu heavy equipment sales
decreased by 16%, while revenue from the parts and service
businesses was slightly higher.
• 5Y EPS CAGR 9.4%
• 5Y DPS CAGR 13.6%, following enhanced dividends in
2022 and 2023
• TSR negatively impacted by historically low P/E
multiple, despite solid fundamentals and strong
dividend growth
• Executing plans to maintain leadership in core
businesses and continue investment in new businesses
Value creation
Total shareholder return (%)
1 year
5 years
10 years
15 years
25 years
0.3
6.4
15.8
(3.4)
(0.7)
Reported EPS (IDR)
536
399
499
715
836
841
2020
2019
2021
2022
2023
2024
DPS (IDR)
214
114
239
640
519
406
2020
2019
2021
2022
2023
2024
Jardine Matheson Annual Report 2024
28
Portfolio company review
Pamapersada Nusantara, which provides mining contracting
services to mine concession owners, recorded a 5% increase
in overburden removal volume compared with the same period
last year.
UT’s coal mining subsidiaries recorded an 11% increase in coal
sales volume (including third party coal), but revenue declined
due to lower coal prices.
Agincourt Resources, 95%-owned by United Tractors, reported
32% higher gold sales and benefitted from higher gold prices.
UT started recording nickel mining profits in 2024 from its
majority-owned Stargate Pasific Resources (SPR) and
19.99%-owned Nickel Industries Limited (NIC). UT recognised
equity income from NIC for the 12-month period in arrears,
based on NIC’s results from the last quarter of 2023 up to the
first 9 months of 2024.
56%
Market share for
new motor cars
78%
Market share for
new motorcycles
Automotive
Net income from the group’s automotive division decreased
by 2% to IDR11.2 trillion, as a higher contribution from the
motorcycle business was offset by the impact of lower car
sales in a weaker car market.
The wholesale market for motorcycles grew by 2% in 2024,
while Astra Honda Motor’s sales grew by 1%, with a stable
market share of 78%. Astra maintained a stable car market
share of 56%, despite the wholesale car market decreasing by
14% in 2024. The group’s 80%-owned components business,
Astra Otoparts, reported a 10% increase in net income to
IDR2.0 trillion, with higher earnings from the replacement
market and exports.
Financial services
Net income from Astra’s financial services division increased
by 6% to IDR8.4 trillion in 2024, mainly due to higher
contributions from consumer finance on larger loan portfolios.
Astra
Menara Astra in Jakarta, Indonesia
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Jardine Matheson Annual Report 2024
Portfolio company review
Underlying profit attributable to shareholders of
US$2,083 million by business (US$ million)
Motorcycle sales including associates and joint ventures
(thousand units)
Motor vehicle sales including associates and joint ventures
(thousand units)
Underlying profit attributable to shareholders
(US$ million)
270
489
574
561
483
2020
2021
2022
2023
2024
647
1,369
1,991
2,175
2,083
2020
2021
2022
2023
2024
2,892
3,929
3,996
4,881
4,939
2020
2021
2022
2023
2024
Agribusiness 53
Others 24
658 Automotive
Infrastructure
& Logistics
84
750 HEMCE
Financial Services 514
US$8.1bn
New consumer
financing
US$786m
New heavy equipment
financing
The group’s consumer finance businesses saw a 9% increase
in new amounts financed. The net income contribution from the
group’s car-focused finance companies increased by 4% to
IDR2.4 trillion, while that from the group’s motorcycle-focused
finance company increased by 7% to IDR4.4 trillion.
Astra’s heavy equipment-focused finance companies recorded
a 17% increase in new amounts financed and the net income
contribution from these businesses increased by 20% to
IDR213 billion.
The group’s general insurance company Asuransi Astra Buana
reported an 8% increase in net income to IDR1.5 trillion,
benefitting from higher underwriting income and investment
income.
Infrastructure and logistics
The group’s infrastructure and logistics division reported a 37%
increase in net income to IDR1.3 trillion in 2024.
The group has interests in 396km of operational toll roads
along the Trans-Java network and in the Jakarta Outer Ring
Road. Toll road concessions saw 5% higher daily toll revenue
during the year.
Agribusiness
Net income from the group’s agribusiness division increased by
9% to IDR914 billion. Lower crude palm oil (CPO) and
derivative products sales were offset by higher CPO prices.
Jardine Matheson Annual Report 2024
30
Portfolio company review
Hongkong Land West Bund Central in Shanghai, China (Rendering)
Hongkong Land
Strategic progress
• Set new strategy: Focus on ultra-premium integrated
commercial properties in Asia’s gateway cities
• Launched US$1 billion transformation of flagship HK
luxury retail portfolio
• Progressed US$8 billion Shanghai West Bund Central
flagship development
• Started winding down Build-to-sell segment as part of
accelerated capital recycling
• Continued sustainability advances, as recognised in
ratings and building certifications
• Enhanced governance and senior management
incentive alignment to performance
Financial highlights
• Strategic Vision to 2035 launched
• Underlying profit down 44% to US$410 million
(down 12% to US$724 million excluding impairments)
• Prime portfolios continued to be underpinned by
market-leading occupancy levels
• Build-to-sell contributions from the Chinese mainland
excluding impairments up over 40% from the prior year
2024
2023
Change (%)
Underlying profit attributable to shareholders (US$ million)
410
734
(44)
Gross assets (US$ billion)
35.1
37.4
(6)
Net asset value per share (US$)
13.57
14.49
(6)
Figures above are 100% Hongkong Land basis
• Capital recycling initiatives progressing
• Group financial position remains strong;
net borrowings reduced by US$283 million
• Final dividend at US¢17.00 per share, up 6%
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Jardine Matheson Annual Report 2024
Portfolio company review
• Strong 1Y TSR following new strategy announcement.
5Y TSR ahead of sector benchmarks amid property
downcycle
• Target to double underlying PBIT, DPS by 2035 and
grow AUM to US$100 billion
• Enabling growth through accelerated capital recycling
and increased participation from third-party capital
• Resilient fundamentals for flagship assets. 2024 EPS
reflects impact of non-cash impairments for selected
China Build-to-sell projects
Total shareholder return (%)
1 year
5 years
10 years
15 years
25 years
0.2
36.7
3.0
8.5
(0.1)
Underlying EPS (US¢)
46.12
41.27
41.49
34.44
33.15
18.56
2020
2019
2021
2022
2023
2024
DPS (US¢)
22.00
22.00
22.00
22.00
22.00
23.00
2020
2019
2021
2022
2023
2024
Strategic developments
Hongkong Land completed its strategic review in October 2024
and is now focused on becoming the leader in Asia’s gateway
cities focused on ultra-premium integrated commercial
properties. As part of this shift, the group has prioritised
simplifying the business by ceasing investments in the
Build-to-sell segment, and actively focusing on recycling capital
out from this business segment into new integrated commercial
property opportunities.
The initial phase of the implementation of this new strategy
included the launch, in June 2024, of the redevelopment of
the group’s Landmark portfolio in Hong Kong, as part of the
transformation of Central to enhance its position as a world
class destination for luxury retail, lifestyle and business. This
project involves a US$1 billion strategic investment, of which
US$400 million will be met by the group, and the remaining
US$600 million will be invested by luxury retail tenants.
The group is also making significant progress on its flagship
Shanghai West Bund Central development.
Business performance
Despite an uncertain macro-economic backdrop, Hongkong
Land delivered a resilient performance for the year.
Contributions from the group’s Prime Properties Investment
segment were lower, although its commercial portfolios across
Asia outperformed their respective markets. The contribution
from the Build-to-sell segment decreased as a result of the
US$314 million non-cash impairments recognised in the China
business, but excluding the impairments, earnings from this
segment were 29% higher than the prior year.
Underlying profit attributable to shareholders fell by 44% to
US$410 million. There was a loss attributable to shareholders
of US$1,385 million, after including net non-cash losses of
US$1,795 million arising primarily from the revaluation of the
group’s Investment Properties portfolio. This compares to a
loss attributable to shareholders of US$582 million in 2023,
which included net non-cash losses of US$1,316 million from
lower property revaluations.
Prime properties investment
Hong Kong
The group’s Central office portfolio in Hong Kong remains the
pre-eminent office space in the market. Physical vacancy was
7.3% at year end, broadly unchanged from the end of 2023.
On a committed basis, vacancy was 7.1%, significantly lower
than the wider Grade A Central market vacancy level of 11.6%,
indicating that the group’s offices continue to be in high
demand despite subdued broader market fundamentals.
The group’s average portfolio office rent in 2024 also fell
by less than Grade A Central office rents in general.
The outperformance by the group’s Central office portfolio of
Value creation
Jardine Matheson Annual Report 2024
32
Portfolio company review
Hongkong Land
Chinese mainland
Hong Kong
Thailand
Malaysia
Singapore
Indonesia
Philippines
Macau
Cambodia
Prime
Properties
Investment –
Office
Prime
Properties
Investment –
Retail
Build-to-sell
1.2 million sq. m.
Area of Prime Properties Investment
under management
(including 100% of joint ventures)
key benchmarks in the Central Grade A office market aligns
with a bifurcation in the market between the most premium
space and the rest. Hongkong Land’s new strategy to focus on
ultra-premium office spaces means that its portfolio is well
positioned to take advantage of supportive market conditions
when they occur.
Contributions from the group’s luxury retail portfolio in
Hong Kong were lower in 2024 than in 2023, due to planned
tenant movements as part of the Tomorrow’s CENTRAL
transformation. The ultra-high net worth segment remained
resilient, however, with a 1% increase in customers spending
more than HK$200,000 per annum, despite a generally weaker
luxury retail market in 2024.
Upon completion of the Tomorrow’s CENTRAL transformation
over a three-year period, Landmark will house 10 world-class
multi-storey Maison destinations, meeting luxury tenants’
demand for additional space to house their enhanced offerings.
The value of the group’s Investment Properties portfolio in
Hong Kong at 31 December 2024, based on independent
valuations, declined by 5% to US$22.8 billion (excluding the
impact of accounting reclassification for areas occupied by
the group), primarily as a result of a fall in market rents for
Hong Kong office.
Singapore
The group’s Singapore office portfolio delivered another year
of strong operational performance. Physical vacancy at the
group’s office portfolio was 1.6% at the end of 2024, while on a
committed basis vacancy was 1.0%, compared to 0.9% at the
end of 2023. Average rent was S$11.1 per sq. ft. in 2024,
up from S$10.9 per sq. ft. in the previous year. The valuation
of the Investment Properties portfolio in Singapore was stable
year on year.
China
Performances were mixed during the year, with a lower
contribution from One Central Macau due to the impact of
planned mall renovations, as well as a weaker operating
environment. Contributions from the group’s luxury retail mall
in Beijing, WF CENTRAL, however, increased compared to
the prior year, driven by tenant mix optimisation, despite a
challenging market landscape.
The first component of West Bund, the group’s large-scale
development in Shanghai, was successfully completed in 2024,
with 80 luxury residential units sold at prices amongst the
highest in the Shanghai primary residential market. Completion
of the other components is expected to occur in phases from
2025 to 2027.
Build-to-sell
Although earnings from the group’s Build-to-sell business
were lower in 2024 than in 2023, this was as a result of
US$314 million net non-cash impairments in the China
Build-to-sell segment recognised during the year. Excluding the
impairments, contributions from the build-to-sell segment
increased by 29% compared to 2023.
As the group has moderated its pace of building a land bank for
this segment since 2022, and will no longer deploy capital into
new opportunities, contributions from this segment are expected
to decline over the next few years as capital is recycled.
China
As at 31 December 2024, the group’s net investment in the
Build-to-sell segment on the Chinese mainland was
US$5.8 billion, compared to US$6.6 billion at the end of 2023.
The group’s share of total contracted sales in 2024 was
US$1,343 million, lower than the US$1,530 million achieved in
the prior year. At 31 December 2024, the group’s attributable
interest in sold but not yet recognised contracted sales
amounted to US$1,112 million, compared to US$2,031 million
at the end of 2023.
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Jardine Matheson Annual Report 2024
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Underlying profit attributable to shareholders (US$ million)
Net asset value per share (US$)
963
966
776
734
410
2020
2021
2022
2023
2024
15.30
15.05
14.95
14.49
13.57
2020
2021
2022
2023
2024
Underlying operating profit by activity
(before corporate costs) (US$ million)
Gross assets by activity
930 Prime
Properties
Investment
Build-to-sell 126
Build-to-sell 17%
83% Prime
Properties
Investment
Gross assets by location
22%
Chinese mainland
& Macau
Southeast Asia 13%
65% Hong Kong
Hongkong Land West Bund Financial Hub in Shanghai, China (Rendering)
Singapore
Hongkong Land’s premium residential developments in
Singapore continued to draw strong interest in the market.
The group’s attributable interest in contracted sales was
US$460 million in 2024, compared to US$587 million in the
prior year, primarily due to limited inventory available for sale.
The attributable interest in revenue recognised in 2024 was
US$351 million, compared to US$443 million in the prior year.
At 31 December 2024, the attributable interest in sold but not
yet recognised contracted sales amounted to US$829 million,
compared to US$736 million at the end of 2023.
Jardine Matheson Annual Report 2024
34
Portfolio company review
Strategic progress
• Continued monetisation of non-core assets by
divesting Siam City Cement (SCCC)
• Increased REE shareholding to 41.4%, growing
Vietnam presence
• Strengthened balance sheet with net borrowings,
excluding financial services companies, reduced to
US$235 million
• Continued sustainability progress across the portfolio
Financial highlights
• Underlying profit of US$1.1 billion, 5% down from 2023
(3% increase at constant exchange rates)
2024
2023
Change (%)
Revenue (US$ billion)
22.3
22.2
–
Underlying profit attributable to shareholders (US$ million)
1,102
1,160
(5)
Figures above are 100% Jardine Cycle & Carriage basis
• Proposed final dividend of US¢84 per share,
representing total dividend of US¢112 for the year
Jardine Cycle & Carriage
JC&C’s Vietnam interests
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Strategic developments
JC&C has been prioritising active portfolio management and
disciplined capital allocation, to pay down debt and provide
flexibility for further investments. In 2024, JC&C sold its 25.5%
interest in Siam City Cement (SCCC), recycling US$344 million
of capital. It also increased its interest in Refrigeration
Electrical Engineering Corporation (REE), which owns a
growing portfolio of renewable energy assets, from 34.9% to
41.4%. REE produces good returns and supports JC&C’s
sustainability ambitions.
Business performance
The overall JC&C portfolio demonstrated earnings resilience in
2024, although the group’s underlying net profit was affected
by foreign exchange differences which led to a 5% decline to
US$1,102 million. Excluding the foreign translation impact,
the group’s underlying net profit would have increased by 3%.
Indonesia
Excluding Astra (whose performance is described on pages 26
to 29), JC&C’s other Indonesian businesses contributed
US$34 million to its underlying net profit, down 13%. Including
Astra, the group’s Indonesian businesses contributed
US$1,027 million, down 3%.
Astra contributed US$993 million, 3% lower than the previous
year, due to the translation impact from a weaker Indonesian
rupiah. On a local currency basis, however, Astra delivered
Value creation
Total shareholder return (%)
1 year
5 years
10 years
15 years
25 years
3.3
0.9
4.1
11.9
(0.1)
Underlying EPS (US¢)
218
109
199
277
294
279
2020
2019
2021
2022
2023
2024
DPS (US¢)
87
43
80
111
118
112
2020
2019
2021
2022
2023
2024
• 5Y EPS CAGR 5.1%
• 5Y DPS CAGR 5.2%
• TSR: Good earnings and dividend progression offset
by P/E multiple compression
• Focused on active portfolio management and
disciplined capital allocation to raise returns
another year of record earnings, mainly due to higher earnings
from its motorcycle sales, financial services, and infrastructure
and logistics businesses.
Tunas Ridean contributed US$34 million, 13% lower than
last year. This was due to lower profits from its automotive
operations. Motorcycle sales declined by 5% and car sales
were 7% lower.
Vietnam
JC&C’s businesses in Vietnam contributed US$103 million to
its underlying net profit, unchanged from the previous year.
THACO contributed US$39 million, 10% up from the previous
year. There was improved profit from its automotive business,
which benefitted from registration tax incentives implemented
in the second half of 2024, which led to 10% higher unit sales.
Its agricultural operations made a loss as the business
scaled up.
REE contributed a profit of US$30 million, 6% down from 2023.
Its performance was affected by lower earnings from the power
generation business, due to unfavourable hydrology and lower
hydropower demand.
JC&C’s holding in Vinamilk produced a dividend income of
US$34 million, compared to US$35 million in the prior year.
Jardine Matheson Annual Report 2024
36
Portfolio company review
• Indonesia
►Astra
►Tunas Ridean
• Vietnam
►Truong Hai Group Corporation (THACO)
►Refrigeration Electrical Engineering
Corporation (REE)
►Vinamilk
• Regional interests
►Cycle & Carriage
►Siam City Cement (SCCC)*
► Toyota Motor Corporation (TMC)
Jardine Cycle & Carriage
* Sale of SCCC was completed in August 2024.
Regional interests
Regional Interests contributed US$55 million, 9% higher
than 2023.
The contribution from Cycle & Carriage was 13% higher at
US$32 million. This was mainly due to improved profit from the
Singapore business, which saw new car sales grow by 16%
and used car sales by 22%.
JC&C sold its 25.5% interest in SCCC during the year for
US$344 million, incurring a US$127 million loss on disposal.
Revenue (US$ billion)
13.2
17.7
21.6
22.2
22.3
2020
2021
2022
2023
2024
Jardine Cycle & Carriage
Cycle & Carriage launches smart #3 BRABUS
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Underlying net profit of US$194 million (excluding Astra,
Direct Motor Interests central overheads and corporate)
by business (US$ million)
Underlying profit attributable to shareholders (US$ million)
429
786
1,096
1,160
1,102
2020
2021
2022
2023
2024
7 TMC
THACO 39
REE 30
Vinamilk 34
Vietnam:
Tunas Ridean 34
Indonesia:
Regional interests:
16 SCCC
34 Cycle & Carriage
Tunas Daihatsu showroom in Indonesia
Jardine Matheson Annual Report 2024
38
Portfolio company review
DFI Retail Group
Mannings and Guardian are the leading health and beauty chains across China and Southeast Asia
Strategic progress
• Continued portfolio evolution to focus on core
businesses with divestments of Yonghui Superstores
(Yonghui) which completed in 2025, and the Indonesia
food business
• Strengthened leadership team and incentive
alignment, streamlined organisation and
enhanced governance
• Enhanced in-store proposition through retail
excellence initiatives
• Reset digital proposition, with substantially
improved profitability
• Continued sustainability progress (decarbonisation
and waste), as recognised in ratings
Financial highlights
• 30% growth in underlying profit to US$201 million
• Health and Beauty delivered a stable performance
• Convenience saw strong profit growth due to
favourable product mix
2024
2023
Change (%)
Revenue including 100% of associates & joint ventures
(US$ billion)
24.9
26.5
(6)
Revenue (US$ billion)
8.9
9.2
(3)
Underlying profit attributable to shareholders (US$ million)
201
155
30
Figures above are 100% DFI Retail basis
• Food profit improved, driven by Singapore Food
earnings recovery
• Final dividend of US¢7.00 per share
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Jardine Matheson Annual Report 2024
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Strategic developments
DFI made good progress in 2024 in implementing its new
strategy, with a focus on simplifying the group’s portfolio and
reinvesting in the growth of its core businesses, particularly in
Health and Beauty and Convenience, with a deleveraged
balance sheet. In alignment with this framework, DFI disposed
of its Hero Supermarket business in Indonesia in June 2024
and its investment in Yonghui in February 2025.
DFI also focused on increasing operational efficiency in the
year, by leveraging the rich data from its yuu Rewards loyalty
programme to enhance in-store operations, grow market share
and improve margins across businesses, as well as supporting
better supplier collaboration.
Business performance
DFI reported underlying net profit of US$201 million, up 30%
from the prior year, driven by strong profit growth from
subsidiaries (which contributed US$158 million, 42% higher
than last year) and resilient performance by associates (which
contributed US$43 million, 2% lower than last year). The group
reported a non-trading loss of US$445 million, predominantly
due to a loss of US$114 million associated with the divestment
of Yonghui, a US$231 million impairment of the group’s interest
in Robinsons Retail and a US$133 million goodwill impairment
of the Macau and Cambodia Food businesses, partially offset
by gains from the divestment of Singapore property assets and
the group’s share of one-off gains from the Bank of the
Philippine Islands (BPI)-Robinsons Bank merger. Despite
its non-trading loss, the group is now in a net cash position,
following the completion of the Yonghui transaction in
February 2025.
Health and beauty
Health and Beauty sales came in slightly higher than the prior
year at US$2.5 billion, with like-for-like (LFL) sales remaining
broadly stable. Underlying operating profit was US$211 million
for the year, slightly below 2023. Hong Kong saw strong
LFL sales performance at the start of the year, which then
decelerated in the second and third quarters, due to a strong
comparable period in 2023 when consumption vouchers were
disbursed. Sales momentum improved in the fourth quarter,
with Mannings continuing to gain market share. Operating
profit for the year increased by 6%, due to gross margin
improvement and disciplined cost control, despite a 2% decline
in full-year LFL sales.
Guardian in Southeast Asia reported a 5% increase in sales to
US$857 million, driven by growth in basket size across all key
markets. Indonesia saw particularly strong sales growth,
supported by increased mall traffic and effective execution of
promotional campaigns. Strong profit growth was reported
across most key markets, underpinned by gross margin
expansion and operating leverage.
Value creation
Total shareholder return (%)
1 year
5 years
10 years
15 years
25 years
0.3
8.1
(10.0)
(13.6)
(3.5)
Underlying EPS (US¢)
23.72
20.38
7.73
2.14
11.49
2020
2019
2021
2022
2023
2024
14.91
DPS (US¢)
21.00
16.50
9.50
3.00
8.00
10.50
2020
2019
2021
2022
2023
2024
• TSR reflects challenging period for retailers across
core markets
• 2024 improvement driven by market share gains and
disciplined cost control
• Executing shareholder-driven portfolio strategy to
drive growth and reallocate capital
DFI Retail Group
Jardine Matheson Annual Report 2024
40
Portfolio company review
Convenience
Total Convenience LFL sales were 5% lower than the prior
year, impacted by a decline in lower-margin cigarette volumes
following tax increases in Hong Kong in February 2024.
Excluding cigarette sales, overall Convenience LFL sales were
up 2%, with continued market share gain across markets.
Underlying operating profit was 17% higher at US$102 million.
Within Hong Kong, operating profit grew by 10%, driven by a
favourable mix shift towards higher-margin categories, with
ready-to-eat (RTE) accounting for 16% of total sales for the full
year. 7-Eleven South China and Singapore reported largely
stable LFL sales, supported by robust growth in RTE, which
accounted for 40% and 23% of sales, respectively. Favourable
margin impact from product mix shift and ongoing cost control
contributed to meaningful profit growth in both markets.
7-Eleven continued to grow its store network in the South
China region, with 103 net openings during the year. The group
aims to drive further network expansion, primarily through a
capex-light franchise model.
Food
Excluding the impact of the divestment of the Malaysia Food
business in 2023 and the Hero Supermarket operation in
Indonesia in 2024, revenue for the Food division was 2% lower.
Underlying operating profit rose from US$45 million to
US$58 million.
Increased outbound travel by Hong Kong residents to the
Chinese mainland affected food consumption for the majority of
the year, but the situation began to normalise towards the end
of 2024, with total retail sales by Hong Kong supermarkets
returning to growth in the fourth quarter. Wellcome saw
improving sales momentum in the fourth quarter, with full-year
LFL sales marginally below those of the prior year despite
challenging trading conditions.
Southeast Asia Food sales performance was adversely
affected by intense competition and soft consumer sentiment
due to cost-of-living pressures. An improved sales mix,
effective cost control and optimisation of the store portfolio,
however, contributed to the Singapore Food business
achieving profitability in the fourth quarter of 2024.
13
Asian countries and
territories
Some
11,000
Outlets
Home furnishings
IKEA reported 11% lower LFL sales in 2024, and operating
profit was 13% lower at US$16 million.
IKEA’s business performance has been hampered by reduced
customer traffic due to weak property market activity across
regions. While IKEA Taiwan demonstrated relative resilience,
sales in Hong Kong and Indonesia were affected by intensified
competition and basket mix change, as customers bought
fewer big-ticket items.
In response to the challenging sales environment, the IKEA
team continues to implement strong cost control measures
across markets. The IKEA Hong Kong business is pivoting
towards a more value-driven omnichannel proposition, to
compete with Chinese mainland digital platforms, while IKEA
Indonesia remains focused on driving sales through enhancing
store commerciality, increasing local sourcing, and adopting a
more effective marketing strategy to improve local relevancy.
Associates
The group’s share of Maxim’s underlying net profit was
US$66 million in 2024, down from US$79 million in the prior
year, largely due to lower mooncake sales and weaker
restaurant performance on the Chinese mainland. This was
partially offset by robust growth in Southeast Asia, where
Maxim’s added 76 stores during the year, mainly in Thailand
and Vietnam. Restaurant sales performance in Hong Kong
remained resilient, benefitting from a diversified portfolio,
despite an increase in outbound travel on weekends and
public holidays.
The group’s share of Yonghui’s underlying losses was
US$33 million for the year, compared to a US$36 million
share of underlying losses in the prior year. Continued macro
headwinds and intense competition led to lower LFL sales,
but the reduction in losses was underpinned by ongoing cost
optimisation, partially offset by a decline in gross margin.
Robinsons Retail’s underlying profit contribution was
US$17 million, up 15% year-on-year. Robinsons Retail
reported low single-digit growth in LFL and robust growth in
operating profit, driven by the Food and Drugstore segments.
The reported profit contribution increased by close to 90%,
supported by one-off gains following the BPI-Robinsons Bank
merger in early 2024.
5 million
yuu members in
Hong Kong
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Jardine Matheson Annual Report 2024
Portfolio company review
# Sales of goods.
Sales mix by format#
Profit mix by format†
Retail outlet numbers by formatΩ
Underlying profit attributable to shareholders (US$ million)
276
105
29
155
201
2020
2021
2022
2023
2024
Home Furnishings 8%
36% Food
28% Health and Beauty
Convenience 28%
Food 15%
Home Furnishings 4%
55% Health and Beauty
26% Convenience
Home Furnishings 26
Other Retailing 554
Restaurants 2,023
3,436 Convenience
2,104 Food
2,625 Health and
Beauty
† Based on operating profit before effect of adopting IFRS 16 and excluding selling,
general and administrative expenses and non-trading items.
Ω Including 100% of associates and joint ventures.
7-Eleven convenience store at Sentosa Sensoryscape, Singapore
Jardine Matheson Annual Report 2024
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Portfolio company review
Mandarin Oriental Wangfujing in Beijing, China
Strategic progress
• Set new strategy: focus on accelerated, brand-led
growth of management business
• Accelerated development: three openings and eight
new management contracts
• Completed Paris property divestment, while retaining
a long-term management contract
• One Causeway Bay project on track towards
completion in 2025
• Enhanced governance and senior management
incentive alignment to performance
Financial highlights
• 13% growth in combined total revenue, up to
US$2.1 billion, and 15% growth in hotel management
fees driven by strong RevPAR increases in all regions
• Underlying profit after tax of US$75 million in 2024, 8%
lower than 2023 due to lower one-off residences
branding fees
2024
US$m
2023
US$m
Change (%)
Combined total revenue of hotels owned and under
management*
2,128
1,890
13
Revenue
526
558
(6)
Underlying profit attributable to shareholders
75
81
(8)
Figures above are 100% Mandarin Oriental basis
* Combined revenue includes turnover of the group’s subsidiary hotels in addition to 100% of revenue from associate, joint venture and managed hotels.
• Investing in capability now to achieve long-term
targets and sustain accelerated growth
• Paris property disposed for US$382 million advancing
asset-light strategy
• Final dividend of US¢3.50 per share, resulting in total
dividends of US¢5.00 per share
Mandarin Oriental
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Jardine Matheson Annual Report 2024
Portfolio company review
Strategic developments
Mandarin Oriental sees significant potential for future growth in
luxury hospitality. The group is well positioned to further
enhance its desirability and scale as an ultra-luxury hospitality
brand, and to create value for its shareholders, partners and
communities. Key elements of Mandarin Oriental’s strategy are
the development of its management business and realising
capital from the sale of property assets to support the growth of
the management business. The group has set an ambitious
target of doubling its portfolio of hotels, resorts and residences
worldwide by 2033.
Mandarin Oriental has already crossed the milestone of
40 hotels and, during the year, as part of its drive for greater
capital efficiency, the group completed the disposal of its Paris
hotel and retail properties for US$382 million, at the same time
agreeing a new long-term hotel management contract.
Business performance
2024 was a year of significant progress for Mandarin Oriental,
marked by strong growth, robust performance and the launch
of the group’s brand-led, guest-centric strategy, paving the way
for accelerated further growth over the next decade.
Value creation
Total shareholder return (%)
1 year
5 years
10 years
15 years
25 years
2.7
15.1
4.0
6.6
(0.1)
Underlying EPS (US¢)
3.26
0.60
6.41
5.91
2020
2019
2021
2022
2023
2024
(16.30)
(5.39)
DPS (US¢)
1.50
0
0
0
5.00
5.00
2020
2019
2021
2022
2023
2024
• Double-digit 5Y EPS and DPS growth
• 2024 EPS decline on tougher trading conditions in
Hong Kong and London hotels
• Strong 1Y TSR driven by share price appreciation
• Promising early delivery on accelerating management
business – 15% growth in recurring fees
The group’s underlying net profit was US$75 million in 2024,
compared to US$81 million in 2023. Non-trading losses of
US$153 million primarily comprised a non-cash revaluation of
One Causeway Bay – the group’s redevelopment site in Hong
Kong – resulting in a loss attributable to shareholders of
US$78 million.
Management business
The Management Business reported an underlying net profit
of US$34 million, compared to US$41 million in 2023. Strong
growth in recurring hotel management fee income was more
than offset by reductions in one-off residences branding fees,
but recurring profit improved as the Management Business
continued to scale.
Owned hotels
The Owned Hotels reported a stable contribution of
US$45 million underlying net profit in 2024. The majority of
the group’s Owned Hotels delivered solid revenue and profit
growth, with Singapore in particular delivering higher profits
after the hotel’s renovation in 2023. Tokyo and Madrid
benefitted from robust demand and achieved notable
improvements in earnings.
Jardine Matheson Annual Report 2024
44
Portfolio company review
Underlying profit/(loss) attributable to shareholders
(US$ million)
(206)
(68)
8
81
75
2020
2021
2022
2023
2024
Net asset value per share* (US$)
* With freehold and leasehold properties at valuation.
4.09
3.93
3.87
3.67
3.50
2020
2021
2022
2023
2024
In 2024, the group opened three new hotels and one branded
residences and completed one rebranding, expanding its
portfolio to 41 hotels, 12 residences and 26 homes across
26 markets. Since the start of 2024, the group has secured
eight new hotel and residences projects. With these additions,
the group’s development pipeline comprises a total of 32 hotels
and 18 residences, with five new hotels and residences
planned to open in 2025.
As part of Mandarin Oriental’s regular review of its deployment
of capital to ensure alignment with its strategy, in mid-2024
the group completed the disposal of its Paris hotel and retail
properties for US$382 million and recognised a gain on
disposal of US$20 million. A new long-term hotel management
contract has been agreed, together with a renovation plan to
strengthen the positioning of the hotel.
The group’s Grade A mixed-use development in Hong Kong,
One Causeway Bay, topped out in July 2024 and is due to be
completed by the second half of 2025.
Mandarin Oriental
Mandarin Oriental Costa Navarino, Greece
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Jardine Matheson Annual Report 2024
Portfolio company review
Hotel and residences portfolio
# As of 10 March 2025.
34
23
36
36
38
26
30
24
35#
2020
2021
2022
2023
2024
Number of hotels in operation
Number of hotels and standalone residences projects in pipeline
41#
Combined total revenue of US$2,128 million of hotels
under management by geographical area (US$ million)
Asia 723
The Americas 267
1,138 Europe,
Middle East
& Africa
Jardine Matheson Annual Report 2024
46
Portfolio company review
Zhongsheng Star showroom in Shanghai, China
Strategic progress
• Partnered with Seres to distribute AITO vehicles
• Accelerated scaling of Zhongsheng-branded
after-sales business
Financial highlights
• Lower underlying contribution of US$83 million
from the Group’s 21% interest in Zhongsheng
in 2024
2024
2023
Change (%)
Underlying profit attributable to shareholders (US$ million)
83
139
(41)
Figures above are the Group’s interests in Zhongsheng
• New car business continued to face volume and
margin pressures
• Growth in auto after-sales and used car segments
Zhongsheng Group
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Jardine Matheson Annual Report 2024
Portfolio company review
Strategic developments
Despite the reduction in Zhongsheng’s 2024 contribution and
the sustained difficult market conditions it faces, we believe the
business has strong market insights and solid operational
capabilities to partner with the leading auto brands in China
and to deliver on its strategic priorities, with an increasing focus
on Zhongsheng-branded after-sales services and its used car
business. Zhongsheng has also made recent encouraging
progress in the EV segment by entering into a partnership with
Seres, a leading new energy vehicle automaker in China,
for the distribution and servicing of AITO electric vehicles.
410+
Dealership stores
35
Collision centres
in operation
3.94 m
Active customers
Business performance
The underlying net profit contribution from the Group’s 21%
interest in Zhongsheng fell by 41% to US$83 million in 2024,
as Zhongsheng’s new car business, which is concentrated in
traditional premium brands, continued to face volume and
margin pressures amid China’s EV transition and auto market
competition. Lower profits from new car sales, however,
were partially offset by growth in Zhongsheng’s auto after-sales
and used car segments.
Value creation
Total shareholder return (%)
n.a.
n.a.
1 year
5 years
10 years
15 years
25 years
9.5
(12.8)
(20.0)
Basic EPS* (RMB/share)
1.98
2.44
3.56
2.77
2.09
2019
2020
2021
2022
2023
DPS* (HK$/share)
0.45
0.58
0.84
1.09
0.80
2019
2020
2021
2022
2023
• Maintained EPS since 2019. Delivered significant
after-sales growth to offset new car margin
compression
• Solid DPS growth since 2019 reflects increasing payout
on good cash generation
• TSR primarily reflects pressures on China’s new
car market
• Executing strategic development of Zhongsheng-
branded after-sales services to capitalise on
customer relationships, brand and operational
strengths
* Zhongsheng Group has not released its FY2024 results as of publication of this report.
Jardine Matheson Annual Report 2024
48
Portfolio company review
JEC is the leading joint venture contractor for the design, build and operation
of Phase one of the Tseung Kwan O Desalination Plant in Hong Kong
Jardine Pacific
Strategic progress
• Initiated strategic review of portfolio
• Continued portfolio simplification through divestment
of 50% Jardine Aviation shareholding
• Focused on turnarounds at consumer
businesses
Financial highlights
• Underlying net profit of US$149 million, 9% lower
than 2023
• Good performances by most B2B businesses
2024
2023
Change (%)
Gross revenue (including 100% of associates
and joint ventures) (US$ billion)
7.6
7.3
4
Revenue (US$ billion)
2.1
2.1
–
Underlying profit attributable to shareholders (US$ million)
149
164
(9)
• Consumer businesses continued to be impacted by
the weaker consumer market in Hong Kong
• Zung Fu faced a challenging trading environment,
reporting a net loss for the year
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Jardine Matheson Annual Report 2024
Portfolio company review
Strategic developments
Within our private JP group of companies, there has been a
focus on portfolio simplification and turning round the group’s
B2C businesses, as they lay the foundations for the next stage
of their growth. Following the sale of Greatview in 2023, JP’s
50% stake in Jardine Aviation Services was sold in March 2024
and, in September 2024, Jardine Schindler disposed of its
Taiwan lifts business.
Business performance
The JP group of companies reported underlying net profit of
US$149 million, 9% lower than 2023. There were resilient
performances by most businesses. JEC, Gammon and Hactl
delivered improved profit compared with last year, Jardine
Schindler saw a fall in profit. The group’s consumer
businesses, however, continued to be affected by the weaker
consumer market in Hong Kong, with Zung Fu particularly
impacted and Jardine Restaurants recording a second year of
losses (although lower than 2023).
Underlying net profit# (excluding
corporate & other interests) (US$m)
Return on average shareholders’ funds
(excluding corporate & other interests) (%)
177
144
13
153
32
32
31
154
171
151
2020
2019
2021
2022
2023
2024
B2B
B2C
(5)
(20)
Recurring dividends paid to
Jardine Matheson (US$ million)
200
190
155
155
150
170
2020
2019
2021
2022
2023
2024
46.4
50.7
44.5
42.2
41.1
44.1
2020
2019
2021
2022
2023
2024
Value creation
• B2B businesses steadily growing earnings
• Portfolio continues to generate high returns and
dividend flows to Jardine Matheson
• B2C businesses focused on turnaround in challenging
market conditions
JEC
Overall, JEC reported a better year with higher sales, despite
lower gross margins. The Hong Kong businesses performed
satisfactorily, although E&MC reported a loss due to challenges
with one material project. JEC’s Thailand and Philippines
businesses reported lower contributions, driven by lower sales.
The Trane joint ventures performed well, while the initial
contribution from Krueger, JEC’s newly acquired associate,
was encouraging. JEC’s order book remained robust and
orders secured, by value, rose 18%.
Gammon
Gammon performed well, driven by higher sales and good cost
control. The Hong Kong airport projects continued to progress,
and the order book improved in the year, benefitting in
particular from new awards in the Building division and
Singapore operations. Gammon’s operational improvement
projects continued to deliver results.
# Excluding disposed businesses.
Jardine Matheson Annual Report 2024
50
Portfolio company review
• Gammon
• HACTL
• Jardine Engineering Corporation (JEC)
• Jardine Restaurants
• Jardine Schindler
• Zung Fu
Jardine Pacific
Jardine Pacific
Jardine Restaurants
Jardine Restaurants recorded a second year of losses,
although at a lower level than last year, as its businesses in
all markets faced a range of macro challenges. Both Pizza Hut
and KFC Hong Kong are, however, seeing a gradual
improvement in business, as sales recover and cost control
tightens. The Taiwan operations faced increasing competition
and the Vietnam businesses remained subdued.
Underlying net profit# by business
(excluding corporate & other interests) (US$ million)
48 Gammon
38 Jardine Schindler
61 JEC
Zung Fu (12)
Jardine Restaurants (8)
HACTL 30
Jardine Schindler
Jardine Schindler’s profit contribution was lower than last year,
driven by additional cost provisions on specific projects in
Hong Kong and Singapore, despite stronger sales and an
overall increase in margins. The competitive environment
made securing new orders challenging. The disposal of
Jardine Schindler’s wholly-owned Taiwan business
was completed in September and recorded as a net
non-trading gain.
Hactl
Hactl reported a rise in profit, driven by higher cargo volume
handled (especially exports), partially offset by increased staff
costs. Hactl’s market share remains strong, and the business
continued to focus on maintaining operational standards,
despite the challenging labour environment. In line with the
industry as a whole, the business continues to face labour
shortages, although this challenge is lessening as the amount
of imported labour increases.
Jardine Pacific’s consumer businesses continued to face
difficult conditions.
Schindler’s robotic installation system for elevators,
Schindler R.I.S.E.
# Excluding disposed businesses.
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Jardine Matheson Annual Report 2024
Portfolio company review
Zung Fu
Zung Fu faced a challenging trading environment, reporting a
net loss for the year. The changes in the tax concession on
electric vehicles, which came into effect on 1 April 2024,
adversely impacted the sales of both Mercedes (MB) and
Hyundai passenger cars. As a result, both divisions saw fewer
deliveries, and at lower margins, as the market adjusted to the
impact of the tax change and stock clearance efforts
progressed. Encouraging results were reported from Zung Fu’s
new brands, smart and Denza. These brands, together with the
improvement in MB aftersales, partially offset the weaker
performances from the rest of the business.
Non-trading items
Jardine Pacific recorded a net non-trading loss of
US$13 million in the year, compared to a net non-trading gain
of US$23 million in 2023, as a result of a decrease in the fair
value of investment properties, a goodwill impairment in
respect of Pizza Hut Vietnam and a loss on the disposal of the
group’s shareholding in Jardine Aviation, which was completed
in March 2024, offset by a gain on the disposal of Jardine
Schindler’s Taiwan business and the write-back of the closure
costs in respect of Kloud in the Jardine Restaurants business.
Gammon is the construction contractor of Central Kowloon Route – Kai Tak West Section
Jardine Matheson Annual Report 2024
52
Sustainability as a key enabler
Jardines has focused on creating enduring value since our
founding nearly two centuries ago. From the outset, we have
applied a long-term perspective to growth, building resilience
in our portfolio and supporting the communities we serve.
This wide historical lens also informs our approach to
sustainability. Our sustainability practices, underpinned by a
focus on innovation and resilience, enable Jardines and our
portfolio companies to mitigate risk, enhance operational
effectiveness, and maintain a strong competitive position in the
markets where they operate. We pursue our vision for a
sustainable future by fostering collaboration across the Group
and working to support our portfolio companies in addressing
material sustainability issues. We are committed to delivering
long-term solutions which address the broad range of
sustainability challenges we face, while producing long-term
value for our stakeholders.
Building Towards 2030
The diverse nature of the Group’s portfolio provides a great
opportunity for collaboration in building resilience to potential
impacts. Though our portfolio companies may have their own
sustainability agendas, we create a shared mindset towards
long-term value creation. The Group’s sustainability strategy,
Building Towards 2030, structures the Group’s response to
social and environmental megatrends affecting the outlook of
our portfolio and the communities we serve. 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), contributing to
the global agenda to end poverty, protect the planet and
ensure peace and prosperity for all people by 2030.
Our strategy provides an overarching sustainability vision
that recognises the needs and expectations of our diverse
stakeholders. The Group has identified key priorities to focus
our sustainability ambitions, streamline our efforts and allocate
resources as efficiently as possible. We uphold the autonomy of
our portfolio companies, while supporting greater collaboration
between them, to harness the knowledge and expertise
available and unlock opportunities for systemic change.
Sustainability
Jardine House in Central, Hong Kong
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Jardine Matheson Annual Report 2024
Sustainability
Health
Education
Livelihood
Nature
Plastic
Food
Carbon
Risk
Leading climate
action
Driving responsible
consumption
Shaping social
inclusion
Resilience
Our portfolio companies’ sustainability agendas are consistent
with the Group’s sustainability strategy and are tailored to their
respective industries and geographies.
Of the three strategic pillars, climate action remains our highest
priority. There has been encouraging progress in our
decarbonisation journey, with many of our portfolio companies
achieving target validation for scope 1, 2 and 3 emissions from
the international Science Based Targets Initiative (SBTi), in
recognition of our firm commitment to reducing GHG emissions.
Hongkong Land was the first portfolio company to obtain the
validation of its near-term 1.5°C-aligned target by SBTi in 2022.
DFI Retail, Gammon and Hactl followed suit in 2023. JEC,
Jardine Restaurant Group and Zung Fu achieved their target
validation, while PT Astra Graphia committed to SBTi this year.
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. These decarbonisation targets
and roadmaps include the details and timelines of different
decarbonisation levers relevant to their respective industry
sectors. The roadmaps were reviewed in 2024 and will be
reviewed every year to track progress and updated based
on actual performance to determine upcoming actions
and priorities.
Moving forward, Jardines and our portfolio companies remain
committed to our decarbonisation objectives, as we work with
all our portfolio companies to align with climate science and
sector-based approaches to reduce climate impacts, enhance
resilience and unlock opportunities for future growth in a
transitioning world.
Sustainability governance
Integrating sustainability within our existing corporate
governance structure enables the strategic oversight,
accountability and reporting necessary to create long-term
value. The Company’s Board and Audit Committee, being part
of our sustainability governance structure, are supported by
strong day-to-day oversight by senior management. This
structure is mirrored at the portfolio companies and is
complemented by 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. This governance
structure is supported by the Group Sustainability team,
which works closely with sustainability representatives from
across our portfolio companies.
Jardine Matheson Annual Report 2024
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Sustainability
The Company Board
Sustainability is a regular agenda item at the Company Board.
Specific items including climate action are raised and
discussed regularly at board meetings. In 2024, we enhanced
the sustainability reporting process at the Board level and
streamlined agenda items. Items including progress on
sustainability objectives and targets (particularly
decarbonisation roadmaps); ESG data performance and
trends; peer benchmarking; key market trends, regulatory
updates and ESG ratings; and upcoming priorities and key
initiatives were reported to the Board during the year.
Senior management of the Company, some of whom sit on
the Company’s Board, are also members of the boards of our
portfolio companies, where they emphasise the strategic
significance of sustainability to Jardines. This approach
ensures that our commitment to sustainability, including climate
action, is consistent across the Group and informs major
business decisions.
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
has oversight responsibility for reviewing 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 Sustainability Report.
From March 2024, we have strengthened the governance for
ESG data and climate risk management reporting process to
the Audit Committee. This improvement ensures that ESG
data, along with sustainability and climate risks, are reported
and discussed before publication.
Sustainability Leadership Council
The SLC is led by Jardine Matheson Executive Chairman,
Ben Keswick. It currently comprises more than 20 members,
and its core members include the Group Managing Director,
Executive and non-Executive Directors, Chief Executives of the
Group’s principal portfolio companies and the Heads of
relevant Group functions. Meeting twice annually, the SLC
serves as a collaboration platform for senior management
across the Group to exchange insights and perspectives on
sustainability strategy, planning and direction for the Group.
Emerging sustainability trends, best practices and stakeholder
expectations are discussed regularly. Sustainability and
climate-related risks and opportunities are also discussed,
with the aim of improving the Group’s performance and
ensuring consistent integration of sustainability considerations
into corporate policies and business operations.
Portfolio companies
The boards of our portfolio companies are responsible for
overseeing sustainability strategy within their respective
businesses. Each individual company is expected to develop
and implement a sustainability strategy that is aligned to the
Group strategy and to set sustainability metrics and targets to
effectively address material issues. The leadership of each of
the portfolio companies reports at least twice a year on the
progress of their sustainability agenda to their own boards.
The audit committees (in the case of listed companies) and the
risk management and control committees (RMCCs) (in the case
of non-listed companies) are responsible for sustainability and
climate-related risk management, as part of the enterprise
risk management process. They also have an oversight of
ESG data performance and its assurance process, if applicable.
The governance on sustainability reporting to the boards and
audit committees have also been strengthened, with consistent
agenda items at the portfolio company level in 2024.
Sustainability Working Groups
Designated working groups support each of the pillars of our
sustainability strategy. The working groups are comprised of
and chaired by colleagues from our portfolio companies, who
are responsible for driving their sustainability agendas within
their organisations. The working groups support the execution
of the Group’s sustainability strategy, as well as identifying and
implementing initiatives which will create synergies and
strengthen cohesion and cooperation between the portfolio
companies. The working group members also actively share
knowledge and experience to upskill each other.
Group Sustainability
The Group Sustainability team supports the integration of
sustainability considerations into the Group’s broader business
strategies and operations, and provides advice on sustainability-
related issues. It also provides ongoing guidance, advice and
support to the portfolio companies, ensuring consistency in their
approach to sustainability. Collaborating closely with various
stakeholders including senior leadership, operational teams,
and external partners, the team also drives 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 improving ratings, reporting and
disclosures. In addition, the team works with other Group
functions including Group Finance, Group Audit & Risk
Management (GARM), Group Secretariat, Group Legal,
Group Tax, Group People & Culture and Group
Communications to progress the Group’s sustainability
ambitions, as well as to provide support on relevant
sustainability matters.
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Jardine Matheson Annual Report 2024
Sustainability
Remark:
For details of the Risk Governance Structure, please refer to the Risk Management and Internal Control section.
Stakeholder engagement and materiality
assessment
We are committed to continual dialogue with our diverse
stakeholders, to communicate our sustainability ambitions and
progress. Through these engagements, we gather feedback to
better understand their perspectives and expectations on key
issues. We regularly update our investors on key sustainability
developments and gather their insights on the Group’s
strategy, performance and disclosure. We also actively engage
with rating agencies to ensure that their analysis accurately
reflects our sustainability performance. Through the
coordinated efforts made across our portfolio companies,
we have continued to achieve significant improvement in our
ESG ratings over recent years.
The Company Board
Boards of portfolio companies
The Boards/Committees
Operational team/working groups
Report
Oversee
The dotted line indicates that the SLC does not directly report to the Board and boards of
the portfolio companies. However, the management teams 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
Group
Sustainability
Portfolio companies Audit Committees/
Risk Management and
Compliance Committees
The Company
Audit Committee
ESG ratings
2024
2021
MSCI
BB
CCC
S&P Global
50
6
Higher scores denote better
performance
85th percentile
16th percentile
Sustainalytics
36.2
(high risk)
53.4
(severe risk)
Lower scores denote better
performance
65th percentile
14th percentile
Engaging our internal stakeholders is a key focus. We use a
range of channels, from internal surveys to cross-Group events
and campaigns, to encourage a dialogue among colleagues on
sustainability. We use an internal sustainability communication
channel to provide regular updates to Jardine Matheson
Corporate colleagues on accomplishments and events,
share the latest news and trends, and provide access to
learning materials.
Jardine Matheson Annual Report 2024
56
Sustainability
In addition, we gain valuable insights in our interactions as
a member of the World Business Council for Sustainable
Development (WBCSD) and other industry associations, and
conduct peer benchmarking. We keep abreast of the latest
global reporting standards and environmental and social
megatrends, to identify new and emerging sustainability issues
relevant and material to the Group. This helps us continuously
review and enhance our sustainability strategy.
In 2024, we conducted a double materiality assessment –
financial and impact materiality – to assess the impact of
sustainability risks and opportunities to our portfolio, and the
impact of our portfolio to the environment and society. We have
adopted a mix of bottom-up and top-down approaches in
consolidating views from the Company and our portfolio
companies. Considering feedback from engagement surveys,
insights gathered from stakeholder meetings, peer
benchmarking and referencing the portfolio companies’
risk management reports, the assessment helped us confirm
and refine our material topics, sustainability strategy and
key focus areas. More details will be provided in the 2024
Sustainability Report.
Climate action
In the face of escalating climate change, we are actively
monitoring the physical and transition risks confronting the
Group, whilst identifying opportunities for mitigation. We view
supporting and contributing to the transition to a low-carbon
and, ultimately, a net-zero world as not only a business
imperative but also a source of new opportunities for impact
and growth.
As a primarily Asian-based diversified investment company,
we have a deep understanding of the challenges and the
operating environment in the region. Our network of partners,
the skills of our colleagues and the credibility we have in the
region, give us a unique platform to accelerate the transition,
by creating and leveraging opportunities to leapfrog to the
sustainable economies of the future. While this Sustainability
section provides the Group’s perspective, we acknowledge that
Jardines’ overall climate change performance is the result of a
collaborative effort with each of our portfolio companies. As our
portfolio companies continue to build their climate resilience,
the Group will provide support, guidance, and oversight to
ensure that Jardines as a whole is ready for the future.
TCFD Report
This section provides details on our climate journey based on
Taskforce for Climate-related Financial Disclosures (TCFD)
recommendations. Please refer to the Consistency with
TCFD Requirements section on page 63 for a detailed view
on the extent of alignment with the recommendations.
Governance
The Jardine Matheson Board is ultimately responsible for the
overall strategic aims and objectives of the Company.
Sustainability updates, including climate-related strategy,
decarbonisation targets, initiatives and progress, challenges
and opportunities are reported to the Board at least twice a
year. One update occurs at the year-end, reflecting the
outcomes of the annual budget setting process, as part of
which there is discussion of capital allocation for organic and
inorganic growth, capital and operational expenditures, and the
budget for sustainability initiatives for the coming three years.
The Board is also responsible for the oversight of climate risk
management, as part of enterprise risk management, through
the Audit Committee. All principal risks, including climate risks,
faced by the Group and their latest developments and progress
of mitigation measures, are reported to the Audit Committee
bi-annually and disclosed in the Principal Risks and
Uncertainties sections in this Report. Identified climate risks
and opportunities in the medium-long term disclosed in this
TCFD section are reported to the Audit Committee as well.
Climate action is one of the critical topics reviewed and
assessed by the SLC, which receives updates on global and
regional climate and sustainability trends, policies, initiatives
and activities undertaken across the Group twice a year.
Progress on climate risk assessments and identified
climate risks and opportunities are also provided to the SLC,
to inform their discussion of climate strategy and priorities.
The Company and individual portfolio companies’ senior
representatives will provide corresponding updates on
sustainability strategy to their respective boards. Sustainability-
related policies, including the Group Climate Change Policy
available on the Company’s website are also reviewed by the
SLC. All sustainability-related policies are periodically reviewed
by executive management and updated as required.
Solar panels installed in Hongkong Land’s Central Portfolio in Hong Kong
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Jardine Matheson Annual Report 2024
Sustainability
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.
The Group Sustainability team, led by the Group Head of
Corporate Affairs and Sustainability, supports the Board, SLC
and Climate Action Working Group in developing the overall
sustainability strategy and related initiatives. A monthly meeting
is held by the Group Sustainability team with the Executive
Chairman, to report progress on our sustainability agenda. The
Climate Action Working Group meets on a quarterly basis, and
updates on its activities are provided to the SLC twice a year.
For more information on the roles and responsibilities of those
involved in our sustainability governance framework, and
management oversight of the sustainability agenda (including
climate risks and opportunities) across the Group, please refer
to the Sustainability Governance section on page 53.
Strategy
Our Group commitment to climate action is set out in the
Group Climate Change Policy, published in June 2022.
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. To help
drive the shift to more renewable sources of energy, Jardines
has also published a clear 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. As an Asian-based
investment company, we want to be a key partner for the
region in contributing to an orderly and equitable transition.
Over the past few years, we have been engaged in an ongoing
exercise to identify and analyse material climate risks and
opportunities across the Group. Climate scenarios are
adopted, to evaluate the resilience of our portfolio companies
to the impacts of climate change on our strategy and financial
planning. At Jardines, we use three sets of time horizons to
analyse climate-related risks and opportunities: short-term
(within three years), medium-term (four to ten years) and
long-term (beyond ten years).
In 2021, we completed a study of physical risks likely to have a
material impact on the Group’s significant assets, assessing
potential asset damage and business interruption. We
analysed the exposure and impact of both acute1 and chronic2
hazards on more than 800 significant assets across our
Group companies in 22 countries and regions. The study was
conducted utilising three Representative Concentration
Pathways (RCPs)3 developed by the Intergovernmental Panel
on Climate Change (IPCC).
In 2022, the Group initiated an assessment of transition risks
which might impact our portfolio companies, with the
assistance of Group Sustainability and GARM. 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 Group. Two consolidated scenarios were
developed based on internationally recognised data sets4 with
the following characteristics:
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
The scenarios will be periodically refreshed to align with
climate science updates and significant changes in our
operating environments, as a result of shifts in policy,
regulations and other signals. We are currently reviewing the
changes to policy and regulations, analysing the impact on our
portfolio companies, and assessing the need of reassessment
of climate scenarios.
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.
Jardine Matheson Annual Report 2024
58
Sustainability
A summary of the identified climate risks and opportunities, our mitigation/adaptation measures and potential financial impacts are
included in the table below. Currently, we are not able to quantify the financial effects of the climate risks and opportunities because
those effects are interconnected with those of the existing business risks and are not separately identifiable. The financial impact is
also subject to a high level of estimation uncertainty as reliable data in the market is still lacking.
Physical risks
Implications to the Group
Potential financial impacts
Our mitigation/adaption measures
Typhoon
Severity, as
measured by
wind speed, is
increasing in
the Chinese
mainland,
Hong Kong,
Vietnam, and
the Philippines.
More frequent and
destructive typhoons impact
Hongkong Land, DFI Retail,
some Mandarin Oriental
hotels and Jardine Pacific.
Expected onset: short to
medium term
• Reduced revenue due to
operational disruptions, tenants/
customers relocation and loss of
tourist attractions
• Reduced revenue from lower
sales due to supply chain
disruptions and transport
difficulties resulting from
damage to port infrastructure
• Write-offs of existing assets due
to damage, or increased capital
costs to repair the equipment,
facilities and properties
• Increased healthcare and
injury-related costs due to the
safety risk of employees/
customers
• Increased maintenance costs
and insurance premiums, due to
a greater occurrence of building
strain or loss of building material
fixtures and claddings
• Increased capital investments
for adaptive infrastructure
• Business continuity and emergency
evacuation planning, and regular
training, drills and engagement with
employees and tenants
• Identify emerging technologies,
including smart, digital and
biotechnologies or new materials to
enhance building quality and resilience
• Review of overflow and drainage
systems for locations susceptible
to flooding
• Review exposure to physical hazards,
including an analysis of geographical
flood plains, before committing to
new locations
• Engage with government bodies on
flood defences
• Dual sourcing and increasing
supplier resilience
• Insurance coverage for physical 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
Extreme heat
Measured by
the combined
impact of
temperature and
humidity, it is
forecasted to
increase 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 healthcare and
injury-related costs due to
adverse effect on the
employees’ health and safety,
e.g. heat stroke and heat
exhaustion
• Increased air-conditioning
operating and maintenance
costs
• Increased operational costs due
to inadequate water supply
• Write-offs and increased
maintenance costs for
equipment, properties, inventory
and infrastructure
• Reduced revenue due to
business and supply chain
interruptions
• Increased capital investments
for adaptive infrastructure
• Business continuity and emergency
response planning
• Physical checks for workers and
adequate breaks under prolonged
sun exposure
• Strengthen assets and infrastructures
resilience
• Operational energy saving/efficiency
measures and regular air conditioning
equipment maintenance
• Dual sourcing and increasing supplier
resilience
• Implement water management
measures and track water footprint
• Insurance coverage for physical asset
damage and business interruption
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Sustainability
Physical risks
Implications to the Group
Potential financial impacts
Our 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 buildings in
Hong Kong, which are the
most valuable assets to
the Group.
Expected onset: medium to
long term
• Write-offs due to significant
structural damage from
permanent inundation of
access and egress points of
coastal properties
• Reduced revenue due to
inundation of assets, limiting
future business opportunities
• Increased maintenance costs
and insurance premiums
• Increased capital investments
for adaptive infrastructure
• Implement operational procedures for
emergency extreme weather
preparedness
• Engage the Hong Kong government
for adequate planning and preparation
of extreme weather events, including
knowledge sharing of risk assessment
data and management plans
• Engage the real estate sector to
exchange insights and potentially
collaborate on solutions to manage
climate risks
Transition risks
Implications to the Group
Potential financial impacts
Our mitigation/adaption measures
Carbon price
Direct (e.g.
carbon tax) or
indirect costs
associated with
emissions
reduction
regulatory or
fiscal policies.
All our 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 cost of products,
services and raw materials such
as steel and cement
• Reduced revenue if sales
strategy is not adapted
• Increased capital expenditures
and cost of operations, due to
higher energy efficiency
requirements
• Unexpected shifts in energy
costs
• Increased capital investments in
technology development for
decarbonisation
• Increased compliance costs
from higher legal and regulatory
stringency
• Develop a net-zero strategy to
decarbonise, with many of our portfolio
companies’ near-term science-based
targets validated by SBTi
• Reduce embodied carbon in buildings
by sourcing low-carbon materials such
as certified rebar, concrete mixes
• Develop a strategy for a lower-carbon
supply chain in retail, including local
sourcing efforts and sustainable
commodities
• Electrify equipment, e.g. Gammon
acquiring electric crawler cranes
• Invest in energy efficiency and R&D,
e.g. JEDI from JEC
• Monitor upcoming climate-related
regulatory requirements
Energy price
The rising prices
of primary and
secondary
energy, i.e.,
fossil fuels and
electricity.
Polices and
regulations
Examples
include green
building policies
and electric
vehicle (EV)
policies.
Green building policies are
applicable to most of our
businesses, 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 cost of products and
raw materials such as steel and
cement
• Increased operating costs to
adopt/deploy new practices and
processes
• Increased capital investments in
technology development for
decarbonisation
• Increased compliance costs
from higher legal and regulatory
stringency
• Introduce low-carbon products,
e.g. certified green buildings and EVs
• Invest in energy efficiency and R&D,
e.g. JEDI from JEC; and implement
energy efficiency measures
• Monitor upcoming climate-related
regulatory requirements
• Contribute to policy consultations by
engaging with government bodies and
industry associations
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60
Sustainability
Climate-related
opportunities
Implications to the Group
Potential financial impacts
Our 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;
and JEC in the engineering
services sector.
Expected onset: medium to
long term
• Increased revenue from higher
demand for minerals for
low-carbon technologies such
as copper, nickel and bauxite
• Increased demand and revenue
from low-carbon infrastructure
and buildings, sale of EVs,
new products/services, etc.
• Change of revenue mix and
sources from high carbon to
low carbon products
• Publish a Just Energy Transition
statement to commit to no new coal
mine acquisitions and no new
investments into coal-fired
power plants
• Acquire new EV brands through
Zung Fu and JC&C; and support the
EV transition through Astra’s
investment in nickel mining
• Obtain green building certifications in
our property portfolio
• Deliver certified green building
projects and develop lower carbon
concrete mixes in our construction
portfolio
• Invest in energy efficiency and
innovation, e.g. JEDI from JEC
Renewable
energy and
energy
efficiency
This is a present
opportunity to all
businesses for the
foreseeable future.
• Reduced operating costs
through energy efficiency
initiatives, reduced waste to
landfill and increased material
reusability
• Increased market value of
properties that are highly rated
as energy efficient and/or
climate resilient
• Reduced exposure to future
fossil fuel price increase
• Reduced exposure to GHG
emissions and less sensitivity to
changes in cost of carbon
• Expand investments in REE and its
renewable energy portfolio in Vietnam
through JC&C
• Expand investments in hydro, wind,
solar and potentially waste-to-energy
through Astra
• Invest in solar panels at our owned
assets
• Reuse structural steel and use offsite
modular integrated construction
• Join Power Up Coalition to accelerate
electrification in Hong Kong’s
construction industry
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Jardine Matheson Annual Report 2024
Sustainability
Our success as a business is based on our ability to identify
emerging risks and opportunities and make the right capital
investment decisions. The risk management process described
in the Risk Management section of this Report enables the
integration of these risks and opportunities, including climate-
related ones, into our long-term strategy. This is the first step in
putting climate risk on the agenda, including three to five year
strategic and financial planning, investment and divestment
decisions, managing supply chains, developing products and
services, and daily operations across all portfolio companies.
With guidance from the Group Finance and Sustainability
teams, each of our portfolio companies allots a budget to fund
sustainability and climate action-related activities. The budgets
are approved by the Chief Finance Officers of our portfolio
companies and the Group Finance Director. In 2023, the Group
developed a framework for a systematic incorporation of
sustainability considerations, including climate risks, into
capital allocation decisions. That work has continued in 2024,
as the framework was rolled out for implementation, including
targeted engagements and knowledge-sharing sessions for
key people across the Group. We are progressively building on
our learning every year to further enhance our methodology.
We have been proactive in responding to climate risks and
building climate resilience, but there is still much to learn
and do.
To future proof our portfolio, we must be agile in managing and
adapting to climate change. Increasingly, the economic
success of businesses globally is tied to agility to change and
long-term planning for sustainable development. The necessity
of building climate resilience drives our spirit for innovation in
building a future-fit portfolio. 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 an
increasing 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.
Risk management
We have incorporated the best practices of enterprise risk
management into the process of climate risk identification,
assessment and management. 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 team. The Group’s
approach to overall risk management combines a bottom-up
process with a top-down strategic view. As with other principal
risks and uncertainties, material climate risks and mitigation
measures are reported to GARM 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.
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 for and develop
mitigation measures to minimise the impact including property
damage and business interruption. Guidance and support on
climate risk management and mitigation measures planning
are provided by Group Sustainability and GARM, when
needed. Climate risks have already been reported by some
portfolio companies who are advanced in their sustainability
journey and featured in the Group’s Principal Risks and
Uncertainties.
Building on the Group-wide climate risk assessments carried
out in 2021 and 2022, we have developed a Group approach
to the integration of climate risk into the existing risk
management process and business risk register, which aligns
with best practices defined by WBCSD, COSO5, TCFD, and
ISO 31000. We have taken a significant step forward by
integrating both physical and transition climate risks into our
business risk register. This underscores our dedication to
embedding sustainability into the core of our risk management,
ensuring a comprehensive approach to identifying, assessing,
and mitigating the impacts of climate-related risks on
the Group.
The inclusion of physical climate risks in our business risk
register allows us to systematically evaluate and manage the
potential impacts of climate change-related events, such as
extreme weather events, rising sea levels, and temperature
fluctuations, on our assets and supply chain. By doing so,
we can enhance our resilience and adaptive capacity ensuring
business continuity in the face of climate challenges. Similarly,
the integration of transition climate risks addresses the
potential implications of a global shift towards a low-carbon
economy. As stakeholder expectations on climate evolve,
regulatory changes, market dynamics, technological
advancements, and reputational impacts will continuously be
considered. By proactively managing these risks, we aim to
better position ourselves within the shifting market landscape,
while also contributing to global sustainability efforts.
5 The Committee of Sponsoring Organizations (COSO)
Jardine Matheson Annual Report 2024
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Sustainability
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.
Materialised climate-related risk events/drivers have been
included in the business risk register for monitoring by the
respective risk owners. As climate risks may materialise over
a longer time horizon compared to typical enterprise risk
management (ERM) horizons, a sub-register solely comprised
of climate risks and opportunities has also been created.
The climate risk sub-register formalises current efforts and
monitoring currently carried out across our 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
risks materialise and are significant, they will be included in the
existing business risk register to ensure the accountability of
the risk owners. For example, supply chain disruption is an
existing business risk managed by supply chain directors at
each portfolio company, but climate risks could intensify the
uncertainties of logistics. Mitigating the risk of supply chain
disruptions, including the impact from climate risks, is the
supply chain director’s responsibility, assisted by the
sustainability and risk management teams.
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.
As part of our ongoing climate risk management process, one
important objective has been the development of a culture of
climate action across our portfolio companies. Climate risk is
an issue which is now frequently included in internal risk
management training and conferences. It is also included in
risk newsletters published by GARM to raise the awareness
of climate change and climate action across the Group,
particularly targeting finance and risk management colleagues.
Most of our portfolio companies are actively attuning their
business capabilities to better evaluate and respond to climate
risk. The Group will continue to guide the discussion, to further
improve our portfolio companies’ approach to assessing the
significance and impact of climate risks in relation to other risks
in our risk registers.
Please refer to the Risk Management and Internal Control
section of this Report for details of the Group’s ERM
framework.
Metrics and targets
Building on the climate risk assessment work carried out in
previous years, we are in the process of establishing
appropriate metrics and indicators to help the Group manage
relevant climate risks and opportunities. As we drive forward
the climate action agenda, we will consider forward-looking
metrics to help us build resilience to climate change. In 2021,
we developed GHG emissions guidance aligned with the
GHG Protocol for measuring scope 1 and 2 emissions.
We aggregate data to provide the performance of our GHG
emissions over the years, disclosed by portfolio company, in
our annual Sustainability Report. At the time of publication of
this Report, the Group’s 2024 performance is still undergoing
external assurance, and further details will therefore be
provided in the forthcoming Sustainability Report 2024.
The Group’s 2023 performance is extracted in the table below:
Metric
Unit of measure
Group total
Scope 1 emissions
ktCO2e
4,992.1
Scope 2 emissions
(location-based)
ktCO2e
1,343.0
Scope 2 emissions
(market-based)
ktCO2e
1,206.0
Total GHG emissions
(scope 1 and market-
based scope 2)
ktCO2e
6,198.1*
Total energy
consumption
Terajoule
99,312.9
Energy consumption
from renewable
sources
%
41%
* 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 2023 Sustainability Report which is available on our website.
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Sustainability
2021 was the first year for which we collected GHG emissions
data across the Group, starting with direct emissions (scope 1
and 2). The Group is aware of the importance of our indirect
emissions (scope 3), and in 2024 we have taken steps to start
the measurement. A few of our portfolio companies, such as
Hongkong Land, DFI Retail and Gammon, have already
publicly disclosed their scope 3 data.
Decarbonisation has been a key focus area of the Group’s
sustainability strategy. In 2021, the Group developed a
framework to guide and align decarbonisation efforts across
the Group, 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, cadence and pace of potential decarbonisation
initiatives. To account for the size and complexity of
Jardines’ portfolio, and after close consultation with internal
stakeholders, we have segmented our portfolio companies into
two pathways, namely Decarbonisation Pathway and Transition
Pathway, with a view to achieving credible interim targets and
ultimately net-zero by 2050, in line with climate science.
The first Decarbonisation Pathway expects portfolio 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 was the
first portfolio company to set a 1.5°C near-term target6 which
was validated by SBTi in 2022. DFI Retail, Gammon and
Hactl followed suit in 2023. In 2024, Jardine Engineering
Corporation, Zung Fu and Jardine Restaurant Group, have
also had their decarbonisation targets validated by SBTi; and
PT Astra Graphia has committed to SBTi.
The second Transition Pathway expects the Group’s mining
and energy portfolio, which has business continuity risk due to
significant challenges and unclear decarbonisation pathways,
to develop a transition plan to continue their business in a
low-carbon economy.
The success of the Group in reducing carbon emissions is
dependent on the decarbonisation progress by each portfolio
company. Every company is responsible and held accountable
for developing decarbonisation plans and delivering on the
agreed targets. Each portfolio company develops a scope 1
and 2 decarbonisation roadmap, which includes the details and
timeline of different decarbonisation levers to achieve GHG
reduction targets. These roadmaps are reviewed every year to
track decarbonisation progress and updated based on actual
performance to determine upcoming 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 our
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 and start to focus on
decarbonising our scope 3 emissions through supplier
engagement. 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 – disclosure (b).
As we are still in the early stages of our TCFD journey,
we acknowledge that we are not fully consistent with TCFD
requirements, including the additional guidance for all sectors
published in October 2021. As a highly diversified Group, 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
adjusted our financial planning accordingly. However, this is an
ongoing process and we have not yet fully adjusted our
business strategy for climate resilient development under the
low emissions scenario. This is a continuous collaboration
between Group Sustainability, Finance and Strategy teams in
the short-medium term. For metrics and targets disclosures
(a) and (c), assessing climate-related risks and opportunities
is complex. We will continue exploring the metrics and targets
which are applicable across different portfolio companies and
industries in the short-medium term.
6 SBTi defined near-term target as five to ten years, which is the medium-term target as defined by Jardines.
Jardine Matheson Annual Report 2024
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Sustainability
Responsible consumption
We seek to leverage the scale and reach of the Group in
promoting resource efficiency and circular business.
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 quarterly to 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 actively
sharing insights and exploring collaboration opportunities.
We will continue to seek opportunities to leverage the diversity
of industries across our portfolio companies, to promote
circular resource loops across the Group.
Collaboration between portfolio companies to identify major
waste streams and expand ongoing waste reduction initiatives
remains a core objective of the RCWG. We also increased our
efforts on raising awareness of nature impacts and on keeping
our portfolio companies aligned on the latest expectations for
addressing nature topics.
Group Sustainability keeps up-to-date on the latest market
trends and engages with our portfolio companies to discuss
specific issues that may have a significant impact, including
legislation in key markets to support alignment with evolving
requirements. Knowledge sharing has been a core function of
the working groups. We continue to invite subject matter
experts to share their insights on relevant topics, and portfolio
companies to share their waste management experiences and
learnings with each other. The RCWG will continue to actively
seek waste reduction collaboration opportunities, and feasible
actions identified for implementation.
In the coming year, we will coordinate with our portfolio
companies in building a Group-wide approach to nature-related
issues to strengthen alignment on core relevant issues
pertaining to the Group. As part of these efforts, we strive to set
out a roadmap to position our portfolio companies in becoming
nature-positive, managing risks and enabling contributions to
global biodiversity and climate ambitions.
Contributing to the protection of nature is a key element of our
commitment to sustainability. Nature risks include loss of
biodiversity and degradation of ecosystems. At the UN
Biodiversity Conference (COP15), governments established a
series of goals and targets for 2030 and 2050 as part of a
framework to halt and reverse biodiversity loss. Jardines is
closely monitoring global developments, including the
regulatory requirements of the Task Force for Nature-related
Financial Disclosure (TNFD), and the increasing levels of
interest in biodiversity conservation, as well as looking for
future opportunities for the Group. In the coming year, we will
continue to provide training and education on nature and
biodiversity for our portfolio companies, predominately 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.
A beach cleanup activity in Tung Ping Chau, Hong Kong as part of the
Cross Group Volunteering Programme
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Jardine Matheson Annual Report 2024
Sustainability
Social inclusion
Contributing to the sustainable growth of our cities 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.
For over 40 years, the Jardine Foundation, an educational
trust, has been providing access to higher education and has
awarded over 430 scholarships worth a total of US$45 million,
at the undergraduate and postgraduate level, to help
outstanding students from the Group’s Asian markets study
at top universities. The Foundation supports access for
students to leading universities in the UK and some of our key
markets in Asia. We partner with eight colleges at Oxford and
Cambridge Universities, as well as The University of Hong
Kong and Universitas Gadjah Mada in Indonesia.
Recognising the pressing need for increased access to quality
mental health care and effective treatment options, Jardines
established MINDSET, a registered charity, in Hong Kong in
2002 and expanded to Singapore in 2011. MINDSET’s vision
is to create inclusive communities, where everyone is
empowered to improve their mental health. Over the years,
MINDSET has been working to raise awareness and
acceptance of mental health issues within the community,
and support reintegration opportunities for persons-in-recovery.
These initiatives include the longstanding Health-in-Mind
programme, the recent iACT® Wellbeing Practitioner
Programme and Mindbrew initiatives in Hong Kong, as well
as the MINDSET Learning Hub and DigitalMINDSET projects
in Singapore. Signature fundraising events – Walk Up Jardine
House in Hong Kong and MINDSET Challenge & Carnival in
Singapore – are organised every year. Since the inception of
MINDSET, over US$18 million was raised and committed to
mental health programmes in Hong Kong and Singapore.
Taking a holistic approach to Social Inclusion, Jardines also
aims to strengthen our communities by supporting livelihoods,
providing the means for people to achieve financial stability
and live their lives with dignity. 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 reach out to
less privileged individuals and other community groups,
offering support to achieve self-sufficiency.
In addition to the community programmes, the Group-wide
Colleague Volunteering Programme (CVP) was established in
2021 to augment community engagement and volunteering
opportunities across the Group. Coming together with other
portfolio companies, colleagues join hands in supporting
underserved groups within our communities. In 2024,
the Group-wide volunteering events were organised on a
quarterly basis, focused on themes such as Climate,
Circularity, Mental Health and STEM Education, all of which
were aligned to the Group’ sustainability strategy. The
organising companies leveraged their business expertise and
resources for the events. For instance, Zung Fu and JEC
hosted the STEM students, while DFI Retail provided their
products as goodie bags.
Diamond sponsors of Walk Up Jardine House 2024
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66
Graham Baker joined the Board as
Group Finance Director in 2020.
He was previously an executive
director and chief financial officer
of Smith+Nephew PLC in the
United Kingdom from 2017 to 2020.
Prior to joining Smith+Nephew PLC,
he worked for 20 years for AstraZeneca
PLC 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 and
Jardine Matheson Limited.
Graham Baker
Group Finance Director
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 chairman 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 chairman of Mandarin
Oriental. He is also a commissioner
of Astra.
He has an MBA from INSEAD.
John Witt was appointed Group
Managing Director of Jardine Matheson
Holdings Limited in June 2020. He has
been with the Jardine Matheson Group
since 1993, holding a number of senior
positions. He became chief financial
officer of Mandarin Oriental in 2000 and
transitioned to Hongkong Land as chief
financial officer in 2010. From 2016 to
2020, he was Group Finance Director
of Jardine Matheson. He was also
managing director of Mandarin Oriental
and chairman of Astra’s Executive
Committee until July 2024.
Mr Witt is chairman of DFI Retail,
Hongkong Land, Jardine Cycle &
Carriage, and Jardine Matheson Limited.
He is also a commissioner of Astra.
He is a Chartered Accountant and has
an MBA from INSEAD.
John Witt
Group Managing Director
Executive Director
Executive Director
Executive Director
Ben Keswick
Executive Chairman
Committee membership: Audit Committee | Chairman | Member
A
Board of Directors
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Jardine Matheson Annual Report 2024
Board of Directors
Janine Feng joined the Board in 2023.
She is a managing director at Carlyle,
focused on Asian buyout opportunities
in the financial services, consumer
products 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.
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 risk and health,
safety and environment committee of
Saudi Aramco and a member of the
International Advisory Council of Hong
Kong Exchanges and Clearing Limited.
Stuart Gulliver
Janine Feng
Independent Non-executive Director
Independent Non-executive Director
A
A
Keyu Jin
Keyu Jin joined the Board in January
2024. She is a professor at HKUST. She
is from Beijing, China, and holds a B.A.,
M.A. and PhD from Harvard University.
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 Fed.
Independent Non-executive Director
Jardine Matheson Annual Report 2024
68
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 and Mandarin Oriental. He is also
a director of Ferrari NV and Yabuli China
Entrepreneurs Forum.
Michael Wei Kuo Wu
Michael Wu joined the Board in 2015.
He is chairman and managing director
of Maxim’s Caterers in Hong Kong.
Adam Keswick
Company Secretary
Jonathan Lloyd
Registered office
Jardine House, 33-35 Reid Street, Hamilton, Bermuda
Executive Director
Independent Non-executive Director
A
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.
Independent Non-executive Director
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Jardine Matheson Annual Report 2024
Key management
Stephen Gore
Chief Investment Officer
Stephen Gore is Chief Investment Officer
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 of Astra.
Elton Chan
Chief Executive of Jardine Pacific
Having first joined the Group in 2004,
Elton Chan is chief executive of
Jardine Pacific, overseeing the portfolio
of Jardine Pacific businesses. Prior to his
current role at Jardine Pacific, he has
worked in a range of senior management
roles across the Group, including chief
executive of Jardine Schindler Group
and managing director of Zung Fu China.
Steve Sun
Chair of Jardine Matheson (China)
Steve Sun is chairman of Jardine
Matheson (China), with responsibility
for supporting the Group’s business
developments in Chinese mainland,
Taiwan and Macau. He was a partner
and co-head of China at TPG Capital,
leading private equity investments and
facilitating business development efforts
for TPG’s global business units in China.
Prior to TPG, he was managing director
in Goldman Sachs’ Principal Investment
Area – the investment bank’s private
equity unit – responsible for Greater
China investments.
Matthew Bland
Group General Counsel
Matthew Bland is Group General
Counsel of Jardine Matheson. Prior to
joining the Group in 2022, he was a
senior partner with Linklaters LLP,
specialising in corporate M&A. He first
joined Linklaters in 1998 and has worked
in London and Tokyo.
Graham Baker
Group Finance Director
Please refer to information in the
Board of Directors section on page 66.
John Witt
Group Managing Director
Please refer to information in the
Board of Directors section on page 66.
Jardine Matheson Annual Report 2024
70
Corporate governance
A long-term perspective
The Group takes a long-term view in
its decision-making and investments,
drawing on the expertise and
experience of our directors, and does
not just focus on short-term profits.
This leads to long-term, sustainable
growth for our shareholders and
benefits the communities where
we operate.
Credibility, stability
and trust
The credibility, stability and trust
built up by the Group over many
generations are highly valued by our
partners and other stakeholders,
especially in developing markets.
Deep knowledge of
the business and
our markets
The extensive experience and long
track record of the Group have led
to a deep understanding of how to
drive successful growth across our
markets, giving the Group a
competitive advantage.
Overview of the Group’s governance approach
An important part of strong governance is corporate stability,
and this is provided by the stewardship of the business over
the long-term by family, as well as related and like-minded
shareholders, who hold a significant proportion of the shares of
Jardine Matheson Holdings Limited (the ‘Company’), the parent
company of the Group. This stability, coupled with an effective
and robust corporate governance framework, supports the
Board of the Company in delivering sustainable growth. It also
ensures that the Group continues to demonstrate the
characteristics and values that have enabled Jardines to
prosper over its 193-year history. These are:
The Group understands the value of good corporate
governance in driving the long-term sustainable success
of its businesses. It is committed to high standards of
governance and has evolved an approach, over many
years, that it regards as appropriate, taking account of the
Group’s size, structure, the complexity and breadth of its
businesses and the long-term strategy it pursues in its
markets across China and Southeast Asia.
The Group believes that its stakeholders gain significant value
from the long-term approach it takes. It is also important,
however, to adapt 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 Group has strengthened the Company’s
Board, and the boards and leadership teams of its portfolio
companies, bringing in expertise to support our businesses in
highly dynamic and competitive markets. 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.
In order to ensure clear allocation of accountability, we have
re-emphasised that the strengthened leadership teams of our
portfolio companies are responsible for creating and executing
their business strategies and delivering on performance. These
leadership teams are directly accountable to their respective
boards, which provide robust challenge, support and guidance,
bolstered by extensive industry-specific expertise and
experience from independent non-executive directors (INEDs).
We provide input to our portfolio companies through our
representatives on each of the respective companies’ boards,
in order to help drive long-term growth and value creation, both
for the relevant portfolio company and the Group as a whole.
With Jardines primarily providing strategic level input through
the portfolio company boards, the Group’s central functions are
also adjusting the services and support they provide to our
portfolio companies, while continuing to play an active role in
maintaining a strong balance sheet, protecting the Group’s
reputation and preserving core Group-wide values such as
integrity, steadfastness, collaboration and the importance of an
entrepreneurial spirit. We will continue to support our portfolio
companies, particularly where there are synergies from
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Corporate governance
working together as a group of companies rather than
businesses segments operating alone, in areas such as
sustainability and the provision of shared services.
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. In this regard, Keyu Jin was
appointed as an INED on 31 January 2024, and Ming Lu as an
INED on 24 February 2025. In addition, Anthony Nightingale
stepped down from the Board on 31 January 2024; Y.K. Pang
and David Hsu retired as directors on 31 March 2024; and
Percy Weatherall and Julian Hui retired as directors on
12 December 2024. 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.
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 Michael Wu.
Group structure
The Board and senior management are concerned both with
the direct management of the Company’s own activities and
with engagement with our portfolio companies, through
Jardines representatives on their boards. By establishing
common values and standards and sharing experience,
contacts and business relationships, we optimise opportunities
across the markets in which we operate.
The Group has developed this approach over time and it is
designed so that portfolio companies benefit from the Group’s
professional expertise, while at the same time ensuring that
the independence of their boards is respected and clear
operational accountability rests with their executive
management teams. We believe this approach is a key
element of the Group’s success.
Key changes to governance of our portfolio companies
• MOIL appointed three new INEDs in 2024, to support its
refreshed strategy as a brand-led, guest-centric, global
luxury hospitality group:
– Fabrice Megarbane joined the board in August 2024.
Fabrice has many years’ experience in marketing and
luxury brands across multiple markets, having worked for
L’Oréal since 2000;
– Cristina Diezhandino was appointed a director in August
2024. She brings expertise in marketing, innovation and
digital transformation, including 18 years working in senior
roles at Diageo; and
– Scott Woroch joined the board in November 2024. Scott
has more than 30 years’ experience in the luxury hospitality
sector, including 15 years with Four Seasons, and brings
particular expertise in relation to hotel development.
• Mikkel Larsen joined the JC&C board as an INED in January
2024. He unexpectedly passed away on 23 January 2025.
• Jean-Pierre Felenbok joined the JC&C board as an INED in
April 2024. Mr Felenbok is an experienced corporate adviser
who has spent many years operating in Southeast Asia
across a wide range of industries.
Since the beginning of 2024, as part of our continued efforts to
enhance Group governance, changes were announced in
respect of several portfolio companies: Hongkong Land
Holdings Limited (HKLH), DFI Retail Group Holdings Limited
(DFIRGH), Mandarin Oriental International Limited (MOIL) and
Jardine Cycle & Carriage Limited (JC&C). These governance
changes, which include a number of important appointments
made 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 changes were made to the boards of the relevant
portfolio companies:
INED appointments
• Elaine Chang joined the DFIRGH board as an INED in
February 2025, bringing over 30 years of experience across
multiple geographies and industries, including
semiconductors, hardware devices, digital content,
e-commerce, cloud computing, and AI.
• Ming Mei joined the HKLH board as an INED in October
2024, bringing extensive functional and industry expertise
and experience in the Chinese mainland market, including
as co-founder and CEO of GLP, a leading global business
owner, developer and operator of logistics real estate,
data centres, renewable energy and related technologies.
Jardine Matheson Annual Report 2024
72
Corporate governance
Other board changes
• John Witt was appointed Chair of the board of DFIRGH in
July 2024;
• Adam Keswick stepped down from the board of DFIRGH in
July 2024;
• Ben Keswick stepped down from the board of DFIRGH in
February 2025;
• Graham Baker was appointed to the board of DFIRGH in
July 2024;
• John Witt was appointed Chair of the board of HKLH in
October 2024, succeeding Ben Keswick, who stepped down
from the Board;
• John Witt stepped down from the board of MOIL in July 2024;
• John Witt was appointed Chair of the board of JC&C in
August 2024, succeeding Ben Keswick, who stepped down
as a director of JC&C; and
• Stephen Gore stepped down from the board of JC&C in
February 2025.
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
• John Witt
• Adam Keswick
DFIRGH
• John Witt
• Graham Baker
MOIL
• Ben Keswick
• Adam Keswick
Astra (Board of
Commissioners)
• Ben Keswick
• John Witt
• Stephen Gore
JC&C representatives:
• Ben Birks
• Amy Hsu
JC&C
• John Witt
The changes to the boards of our portfolio companies have
been accompanied by 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 nomination committees of
each of HKLH, DFIRGH and MOIL, and the terms of reference
of each committee have been updated to support their ongoing
effective operation. Over the past year, each of HKLH,
DFIRGH and MOIL has appointed INEDs as chairs of their
respective audit committees, and the audit committees of
each of DFIRGH and MOIL now have a majority of INEDs
as members.
Management changes
The leadership of our portfolio companies has been
strengthened with the appointment of Michael Smith as
Chief Executive of HKLH in April 2024, which followed the
appointment of Scott Price as Chief Executive of DFIRGH in
August 2023 and Laurent Kleitman as Chief Executive of MOIL
in September 2023.
Each of these new CEOs has established executive teams
with deep industry expertise and experience, and each of
these businesses is adapting its approach to address
rapidly-changing market conditions. The focus of each
company is on implementing new strategies, endorsed by their
respective boards, with a clear vision for the future of their
sectors and how to navigate the uncertain and complex
environment in which they operate. This will be critical to
building strong and sustainable businesses.
In addition to the executive management changes in our listed
portfolio companies, we have also appointed Elton Chan as
CEO of our privately-held Jardine Pacific group of companies.
Elton is leading a strategic review of the Jardine Pacific
portfolio of businesses, to set a new direction for the future,
taking account of the market conditions relevant to each of
those businesses.
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
Bermuda. As the Company has only secondary listings on
these exchanges, many of the listing rules of such exchanges
are not applicable. Instead, the Company must release the
same information in Singapore and Bermuda as it is required
to release under the rules which apply to it as a result of being
listed in the Transition Category on the LSE.
As a company incorporated in Bermuda, the Company is
governed by:
• the Bermuda 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
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Jardine Matheson Annual Report 2024
Corporate governance
• 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 and
amalgamation and mergers. The Bermuda Companies Act
provides a framework within which such procedures can be
conducted and the interests of shareholders protected.
The shareholders can amend the Company’s Bye-Laws by way
of a special resolution at a general meeting of the Company.
The Company’s listing in the Transition Category of the LSE
means that it is bound by many, but not all, of the same rules
as companies which fall within the Equity Shares (Commercial
Companies) categories (the ‘Commercial Companies
Category’) of the LSE, under the UK Listing Rules (as defined
below), the Disclosure Guidance and Transparency Rules
(the ‘DTRs’) issued by the Financial Conduct Authority of the
United Kingdom (the ‘FCA’), the UK Market Abuse Regulation
(‘MAR’) and the Prospectus Regulation Rules. This includes
rules relating to continuous disclosure, periodic financial
reporting, disclosure of interests in shares, market abuse and
the publication and content of prospectuses in connection with
admission to trading or the offering of securities to the public.
In addition, the Company is subject to regulatory oversight from
the FCA, as the Company’s principal securities regulator, and
is required to comply with the Admission and Disclosure
Standards of the Main Market of the LSE.
The Company and its directors are also subject to legislation
and regulations in Singapore relating, among other things,
to insider dealing.
The Company is not required to comply with the Code, which
applies to all UK Commercial Companies Category issuers and
sets out the governance principles and provisions expected to
be followed by companies subject to the Code. However, the
Company does have regard to the Code in developing and
implementing its approach to corporate governance and
disclosure.
When the shareholders approved the Company’s move to a
standard listing from a premium listing in 2014, the Company
stated that it intended voluntarily to maintain certain
governance principles, which were applicable to it at that time
by virtue of its premium listing. As a result, the Company
adopted a number of governance principles (the ‘Governance
Principles’) based on the applicable requirements for a
UK premium listing in 2014, which went further than the
standard listing requirements at the time.
The FCA recently reformed the UK listing regime, introducing
new UK Listing Rules which came into effect on 29 July 2024
(the ‘UK Listing Rules’), replacing the previous UK premium
and standard segments of the Main Market of the LSE with the
Commercial Companies Category. As a result of these reforms,
the listing of the Company’s equity shares was transferred to
the new Transition Category.
Following these changes, the Company has undertaken a
review of the Governance Principles, to ensure they remain
appropriate and take into account market practice. Following
this review, the Board considers that, while the Company
continues to have no obligation to comply with the more
onerous requirements imposed by its voluntary application of
the Governance Principles, it is appropriate to retain them,
subject to certain amendments which are appropriate to align
more closely with, and have regard to, the UK Listing Rules to
which other UK listed companies are subject.
Going forward, the Company intends to have regard to the
UK Listing Rules (as in effect on 29 July 2024) applicable to
the Commercial Companies Category, when applying the
Governance Principles in relation to significant transactions
and related party transactions. This means that the key
elements of the Governance Principles are now updated as
follows:
• 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 practical 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 annual general meeting, 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 adheres to a set of Securities Dealing Rules
which follow the provisions of MAR with respect to market
abuse and disclosure of interests in shares.
Jardine Matheson Annual Report 2024
74
Corporate governance
The management of the Group
Board
The Board is responsible for ensuring that the Group is
appropriately managed and achieves its strategic objectives
in a way that is supported by the right culture, values and
behaviours. The Group’s culture provides the foundation for
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
our culture.
The Board is also responsible for ensuring that appropriate
systems and controls are in place to enable efficient
management and well-informed decision-making. Our business
processes incorporate efficient internal reporting, robust
internal controls, and supervision of current and emerging risk
themes, all of which form a vital part of our governance
framework. As a key part of this, the Group Corporate
Secretary has set up processes and systems to ensure that all
Directors receive information in a timely, accurate and clear
manner. We use a board paper distribution portal to
disseminate board and committee papers securely to Directors.
The Executive Chairman facilitates 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 Executive
Chairman also uses other gatherings of the Directors, such as
Board dinners, to facilitate discussions in a less formal
environment.
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 Group;
• establishing the Company’s
purpose and values;
• approval of the Group’s strategy
and risk appetite to align with the
Group’s purpose and values;
• approval and oversight of the
Group policy framework and
approval of appropriate Group
policies;
• approval of the Annual Budget
and monitoring of performance
against it;
• oversight of the Group’s activities;
• approval of major changes to
the Group’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
purpose, governance, strategy,
decision-making and risk
management, and approving the
annual Sustainability Report issued
by the Group;
• overseeing the management of risk
within the Group;
• 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 (other than major
capital expenditure required to be approved by the Board),
has been delegated by the Board to executive management.
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Jardine Matheson Annual Report 2024
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
Group’s strategic priorities, at each Board meeting the
Group Managing Director, supported by other members of
executive management, provides an update on the
operational and financial performance of each portfolio
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 Group’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
Group to move with confidence in making some of our
most substantial acquisitions at times of market dislocation.
The Group Finance Director presents a detailed overview
of the financial performance of the Group 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 details of the financial performance of each
portfolio company.
3. Operational performance
At each Board meeting, an update is provided on the
operational performance of each portfolio company, which
offers important insights into the opportunities and
challenges faced. In addition, Directors are provided with a
company. In addition, the Board regularly conducts ‘deep dives’
on one or more portfolio companies, to provide more
comprehensive insights into the progress of the relevant
business against strategy.
The Board also reviews the Group’s capital allocation
approach, dividend policy and shareholder returns, as well
as the management of Group 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 Group. The Audit Committee,
on behalf of the Board, undertakes an annual assessment of
the effectiveness of the management of the principal risks
facing the Group 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 Group’s governance
framework and the Board’s stewardship of the Company.
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 Group’s portfolio companies, with clear
accountability for strategy and operational delivery.
The Company drives delivery and performance through
Jardines representation on those boards.
A range of governance matters are discussed at Board
meetings, including directors’ and officers’ insurance,
litigation, regulatory changes, review and approval of
statutory reporting and shareholder documentation and
governance-related matters.
The Group Finance Director and the Group General Counsel
provide Directors with regular updates on stakeholder
engagement – including engagement with shareholders,
governments, civil society and other relevant third parties –
and relevant regulatory developments. Increasing the
Directors’ understanding of stakeholder views and priorities,
and the actions being taken by the Group to address them,
supports the Board’s decision-making.
Updates from the Group Finance Director provide the Board
with feedback on investor views and expectations, visibility of
market conditions, share price performance, shareholder
returns and the future outlook.
The Group General Counsel and the Group Head of Corporate
Affairs and Sustainability provide the Board with Sustainability
updates twice a year, which include the progress being made
by the Group 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 2025, the Board comprised nine Directors, five
of whom (56%) – Janine Feng, Keyu Jin, Stuart Gulliver, Ming
Lu and Michael Wu – we consider as independent, taking into
account the relevant considerations under the Code.
There were a number of Board changes during the year:
Anthony Nightingale stepped down from the Board on
31 January 2024; David Hsu and Y.K. Pang retired from the
Board on 31 March 2024; and Julian Hui and Percy Weatherall
retired from the Board on 12 December 2024. There are
detailed plans in place to ensure orderly succession for
the Board.
In recent years, the Board has increased its gender diversity
with the appointment of two female INEDs (22% of the Board).
More information on the actions the Group is taking in relation
to diversity and inclusion can be found in the IE&D section of
this Report on page 84.
4. Supporting leadership teams and colleagues
The Group attaches great importance to attracting,
developing and retaining leadership talent at the Group
level, as well as supporting the management teams in our
portfolio companies to do the same for their businesses.
The Group 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.
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Jardine Matheson Annual Report 2024
Corporate governance
As at 31 December 2024
(including Group Corporate Secretary)
Number of board
members2
Percentage of
the board1,2
Number of
senior positions
on the board
(CEO, CFO, SID
and Chair)1
Number in
executive
management
(JML Board and
Group Corporate
Secretary)
Percentage
of executive
management
(JML Board
and Group
Corporate
Secretary)
Gender diversity
Men
6
75%
3
7
100%
Women
2
25%
–
–
–
Not specified/prefer not to say
–
–
–
–
–
Ethnic diversity
White British or other White
(including minority-white groups)
5
63%
3
5
71%
Mixed/Multiple Ethnic Groups
–
–
–
–
–
Asian/Asian British
3
38%
–
2
29%
Black/African/Caribbean/Black British
–
–
–
–
–
Other ethnic group
–
–
–
–
–
Not specified/prefer not to say
–
–
–
–
–
The names of all the Directors and brief biographies appear on
pages 66 to 68 of this Report.
Ben Keswick has been Executive Chairman of the Board since
15 June 2020, and John Witt has held the role of Group
Managing Director since that date.
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 2024,
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 Group’s needs. The Board will continue to take IE&D
considerations into account for future appointments for
these roles.
The Company did not meet the targets under the UK Listing
Rules of the Board comprising at least 40% female directors,
and having one of the senior Board positions occupied by a
female director, due to the significant change to the
composition of the Board and executive management which
would be required to meet these requirements.
The Company has taken substantive steps in the past year to
increase the diversity of the Board. A second female INED was
appointed in January 2024. The Company will continue to take
IE&D considerations into account with respect to future
appointments of directors 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 Group Corporate Secretary,
but excludes administrative or support staff – pursuant to
22.2.30R(2) of the UK Listing Rules, as at 31 December 2024,
which is our chosen reference date in accordance with the UK
Listing Rules1.
1 Data relating to the gender and ethnic diversity of the Board and executive management was gathered by the Group Corporate Secretary via the collection of each
individual’s identification documents, which are held within the Company’s secure filing system.
2 Number of board members and board gender and ethnic diversity percentages have changed following the appointment of Ming Lu to the Board of the Company on
24 February 2025.
Jardine Matheson Annual Report 2024
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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
1
5
40-49
50-59
60-69
4
1
4
British
Canadian
Chinese
7
8
9
8
8
8
Corporate Governance,
Risk Management and/or Sustainability
Financial Acumen
Strategy & Business Acumen
Executive Leadership
International Business
Related Industry Knowledge/Experience
4
5
Independent
Non-Executive Directors
Executive Directors
4
3
2
5 years or below
6-10 years
Over 10 years
Board composition as at 10 March 2025:
The Company has a Board Diversity Policy. We refer to this policy when making appointments to the Audit Committee, but we do not
have a separate Diversity Policy for the Audit Committee. IE&D considerations are, and will be, taken into account where relevant to
Board and Audit Committee appointments.
The Board considers that there is a clear division of responsibilities between the Executive Chairman and the Group Managing
Director, and this ensures an appropriate balance of power and authority.
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Jardine Matheson Annual Report 2024
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 in
overseeing the long-term strategic direction of the Group
and approving its key business priorities. His key
responsibilities also include:
• building an effective Board supported by a strong
governance framework;
• supporting the Group Managing Director 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 an ongoing
programme to build their knowledge and understanding of
the business;
• providing feedback to Non-Executive Directors on their
performance and attendance at meetings;
• leading succession planning for the Group Managing Director;
• leading, with the Group Managing Director, the development
of the culture and values of the Group;
• agreeing, together with the Group Managing Director,
key business priorities;
• supporting the development and maintenance of relationships
with existing and new key business partners, governments
and shareholders; and
• ensuring, with the Group Managing Director, an appropriate
focus on attracting and retaining the right people and carrying
out succession planning for executive management positions.
The Group Managing Director is responsible for developing
the Group’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 Group’s strategic direction
and implementing the strategy approved by the Board;
• overseeing the Group’s approach to capital allocation,
business planning and performance;
• identifying and executing new business opportunities;
• managing the Group’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 Group;
• 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, together with the Executive Chairman, an appropriate
focus on attracting and retaining the right people and carrying
out succession planning for executive management positions;
and
• fostering innovation and entrepreneurialism to support the
growth of the Group’s businesses.
Executive Chairman
Group Managing Director
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
Jardine Matheson Annual Report 2024
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Corporate governance
Board meetings
The Board usually holds four scheduled meetings each year,
as well as ad hoc meetings when appropriate to deal with
urgent matters that arise between scheduled meetings.
Board meetings are usually held in different locations around
the Group’s 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 Group’s businesses.
The knowledge these Directors have of the Group’s affairs, as
well as their experience of the wider Group, provides significant
value to the ongoing review by the Company of the Group’s
performance and reinforces the Board oversight process.
Board attendance
Directors are expected to attend all Board meetings. The table below shows the attendance at the scheduled 2024 Board meetings:
Meetings eligible
to attend
% attended
Current Directors
Executive Directors
Ben Keswick
4/4
100%
John Witt
4/4
100%
Graham Baker
4/4
100%
Adam Keswick
4/4
100%
Non-Executive Directors
Janine Feng
3/4
75%
Stuart Gulliver
4/4
100%
Keyu Jin
4/4
100%
Michael Wu
4/4
100%
Former Directors
Percy Weatherall(1)
4/4
100%
Julian Hui(1)
4/4
100%
David Hsu(2)
1/1
100%
Y.K. Pang(2)
0/1
0%
Anthony Nightingale(3)
–
–
Notes:
(1) Percy Weatherall and Julian Hui retired from the Board of the Company with effect from 12 December 2024.
(2) David Hsu and Y.K. Pang retired from the Board of the Company with effect from 31 March 2024.
(3) Anthony Nightingale retired from the Board of the Company with effect from 31 January 2024.
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Corporate governance
Appointment and retirement of Directors
There are detailed plans in place to ensure orderly succession
for the Board. The Board is focused on development and
succession plans at both Board and executive level, to
strengthen the management pipeline. The Executive Chairman,
in conjunction with other Directors, reviews the size,
composition, tenure and skills of the Board. The Executive
Chairman leads the process for new appointments, monitors
Board succession planning, and considers independence,
diversity, inclusion and Group 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 Group General Counsel and the
Group Corporate 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 Executive Chairman assesses the
commitments of a proposed candidate, including other
directorships, to ensure they have sufficient time to devote to
the role. The Executive Chairman also regularly assesses the
time commitments of Directors, to ensure that they each
continue to have sufficient time for their role. He also considers
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
annual general meeting 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
annual general meeting 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 or Group Managing Director.
The Company has determined that it is appropriate for the
Executive Chairman and the Group Managing Director to be
exempt from the retirement by rotation requirements.
An important part of the Group’s strong governance is
corporate stability, which is provided by the stewardship over
the long term of the business by family, as well as related and
like-minded shareholders, who hold a significant proportion of
the shares of the Company. The Group Managing Director is
appointed by the Executive Chairman. The Group believes that
its stakeholders gain significant value from the long-standing
governance approach the Group has taken.
In accordance with Bye-law 84, Stuart Gulliver and Michael Wu
will retire by rotation at the forthcoming Annual General
Meeting and, being eligible, offer themselves for re-election.
In accordance with Bye-law 91, Ming Lu will also retire at the
forthcoming Annual General Meeting and, being eligible, offer
himself for re-election. None of Stuart Gulliver, Michael Wu or
Ming Lu has service contracts with the Company or its
subsidiaries.
Director training
The Board and Audit Committee are provided with regular
training sessions on subjects of topical relevance or matters
which would support the effective functioning or effectiveness
of the respective board and/or committee. During the year,
the Board received training relating to the development of the
Group’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 Group’s key management team, whose names appear on
page 69 of this Report, meet regularly in Hong Kong.
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Corporate governance
Corporate Secretary
All Directors have access to advice and support from the
Group Corporate Secretary, who is responsible for advising the
Board on all 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 Group has an organisational structure with defined lines of
responsibility and appropriate delegations of authority in place.
The Group’s delegation of authority framework establishes a
clear pathway for decision-making. This ensures that
judgments are made at the correct business level by those
team members most equipped to do so. Every decision made
aligns with the Group’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 Group. 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 annual general meeting. The financial statements are
required to present fairly, in accordance with International
Financial Reporting Standards (IFRS), the financial position of
the Group 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 judgments 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
41,824,585
14.34
1947 Trust (as defined below)
37,645,791
12.91
First Eagle Investment Management, LLC
14,714,540
5.05
Allan & Gill Gray Foundation
14,598,476
5.01
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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 2025.
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 185.
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 Group regularly engages with its shareholders. Since the
beginning of 2024, two results briefings and a number of
analyst and institutional shareholder meetings have been held,
to enable shareholders to ask questions of executive
management, discuss concerns and hear feedback on areas
where improvements could be made. The Group has
responded to feedback from institutional shareholders in a
number of areas, including by increasing the independence
and diversity of the Board.
The Group also regularly engages with its workforce. Both
the Company and portfolio companies regularly conduct
engagement surveys to hear from colleagues, with response
rates ranging from 75% to 98%, on a par with, or in some
cases higher than, most global benchmarks. Engagement
surveys are anonymous and provide colleagues with the ability
to raise issues, suggest improvements and give feedback on
their experience of working for the Company and portfolio
companies.
We take the results of such surveys seriously and, in 2024,
held three senior management workshops to discuss and
address the results from engagement, culture and inclusive
leadership surveys conducted in the fourth quarter of 2023.
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 Group and many of its portfolio companies also carry out
shorter pulse surveys on a periodic basis to track the progress
of engagement. 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.
The Group also engages with internal and external
stakeholders to communicate the progress it is making in
respect of its sustainability approach and seek feedback.
This includes regular discussions with shareholders. More
information can be found in the Stakeholder Engagement and
Materiality Assessment section of the Group’s Sustainability
Report. The 2023 Sustainability Report is accessible via the
corporate website www.jardines.com, and the 2024
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 required to be treated as
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 values per share. When
purchasing such shares, the Company is subject to the
provisions of MAR.
During the year ended 31 December 2024, the Company
repurchased and cancelled 2,661,700 ordinary shares for an
aggregate total cost of US$101 million. The ordinary shares,
which were repurchased in the market, represented
approximately 0.9% of the Company’s issued ordinary
share capital.
Annual General Meeting
The Company’s 2025 Annual General Meeting will be held on
2 May 2025. 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 www.jardines.com/en/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.
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Corporate governance
Group policies
Code of Conduct
The Group conducts business in a professional, ethical and
even-handed manner. Its standards are clearly set out in its
Code of Conduct, a set of guidelines to which every employee
must adhere and which is reinforced and monitored by a
regular training and compliance certification process. The Code
of Conduct requires that all portfolio companies and employees
comply with all laws of general application, all rules and
regulations that are industry-specific and proper standards of
business conduct. In addition, the Code of Conduct prohibits
the giving or receiving of illicit payments. It requires that all
managers be fully aware of their obligations under the Code of
Conduct and establish procedures to ensure compliance at all
levels within their businesses.
In 2022, the Code of Conduct was updated to make it easier to
understand, more impactful, and more relevant to the modern
workplace. All employees are expected to familiarise
themselves with the refreshed Code of Conduct and to be the
person of integrity that the Code of Conduct envisages. During
the year, annual training on the refreshed Code of Conduct
was rolled out to staff. Each of the portfolio companies either
applies the Code of Conduct or has implemented its own code
of conduct, which is aligned to the Code of Conduct but tailored
to its particular industry, business or circumstances.
The Company’s policy on commercial conduct underpins
internal control processes, particularly in the area of
compliance. The policy is set out in the Code of Conduct.
The Code of Conduct can be viewed on the Company’s
website at www.jardines.com/en/about-us/corporate-
governance.
Whistleblowing
The Company has a whistleblowing policy covering how
employees can report matters of serious concern. The Board
has the responsibility for overseeing the effectiveness of the
formal procedures for colleagues to raise such matters and is
required to review any reports made under those procedures
referred to it by the internal audit function. The Board routinely
reviews the effectiveness of the whistleblowing arrangements
and reporting.
The Company has a confidential whistleblowing service,
managed by an independent third party, which supplements
existing whistleblowing channels in the business units to assist
employees in raising matters of concern and reporting cases of
suspected illegal or unethical behaviour. The service, which
aims to help foster an inclusive, safe and caring workplace,
is available 24 hours a day in multiple local languages and is
accessible through several channels. Colleagues may make
anonymous submissions in situations where it is inappropriate
or not possible to report a matter of concern to a manager or
supervisor, or a Group People & Culture (P&C) or Group Legal
representative.
Reports may be lodged by one of three channels: email,
website or telephone hotline. Each report is allocated a unique
case number which enables follow-up with the reporter,
if appropriate. Once a report is lodged, it is sent to certain
authorised persons at the relevant business unit. These include
senior representatives from legal, compliance and P&C teams
who have experience in dealing with such matters. The
authorised persons will follow up on the report and investigate
where necessary. The reporter will be notified of the outcome.
Each of the portfolio companies has implemented a
whistleblowing service, which is tailored to its particular
industry, business or circumstances.
All reports are treated confidentially, and no retaliation against
a person reporting a matter of concern in good faith will
be tolerated.
Inclusion, equity & diversity (IE&D)
Jardines is a diversified Group with investments in a wide
range of market-leading businesses across Asia and other
regions. With a diversified portfolio of companies across Asia,
we understand that our greatest asset is our people. Their
diverse talent, experiences, and backgrounds drive our growth.
We are committed to fostering an environment that values
every individual, ensuring every voice contributes to our
collective success.
Our people represent many ideas, experiences, cultures and
backgrounds. The Group’s diversity is one of our key strengths,
and our employees all have a part to play in ensuring that
our workplace supports and encourages inclusion and
collaboration.
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Corporate governance
The Group 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 in the Group and will not be tolerated.
Our IE&D Policy, which can be viewed at www.jardines.com/
en/about-us/corporate-governance, 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 value the physical and mental health, safety and well-being
of our employees, and this is key to the success of our Group.
All staff are encouraged and supported to develop their full
potential and contribute to the sustainable growth of the Group.
Colleagues’ views and ideas are important, and they are
encouraged to express them respectfully at all levels within
the organisation.
In November 2023, we conducted a culture and inclusive
leadership survey. The survey was anonymous to ensure
colleagues’ psychological safety in providing feedback. To
address the survey findings, a series of Inclusive Leadership
Workshops were hosted in 2024 across the Group. Colleagues
of all seniority levels, ranging from senior leaders to general
staff, participated in these workshops. The workshops provided
participants with practical tips and takeaways for building an
inclusive workplace. New initiatives were also launched to
improve our inclusive culture. A pulse survey was conducted in
February 2025 to measure the progress made from the culture
and inclusive leadership survey conducted in 2023.
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 Group, 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 Group 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.
Data privacy
The Group’s Code of Conduct and Data Breach Notification
Policy underpin this commitment.
The Group 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.
Jardine Matheson Annual Report 2024
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Corporate governance
Remuneration Report
Introduction
This Report 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.
Remuneration philosophy and reward framework
Jardine Matheson aims to provide a remuneration framework
which is appropriate and supports our strategy, creating value
for stakeholders and having regard to the core principles and
integrity standard set out in the Code of Conduct.
We aim to ensure that our compensation system is designed
in a manner that reflects our culture and strategic priorities.
Our remuneration framework serves to attract, motivate and
retain colleagues at all levels, while aligning the interests of
colleagues and shareholders and taking account of stakeholder
expectations, as appropriate. Our rewards approach is to
reward all individuals competitively, fairly and free from gender,
race, ethnicity, age, disability and other non-performance-
related considerations.
We achieve this approach through applying the key principle
that total compensation should be competitive with the market.
Market competitiveness is assessed by benchmarking against
a predetermined target market positioning for comparable jobs
on total compensation, including base salary, allowances and
short-term incentives.
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
Base salary is determined considering market competitiveness and internal relativity with
reference to the scope and complexity of the role, geographical location, and relevant
professional experience required.
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, and more specifically:
• financial and sustainability measures and strategic objectives which reflect key goals
critical to the long-term sustainable success of the Group and its business, including
business related goals;
• individual performance is measured based on the achievement of individual goals
established at the beginning of the year; and
• target opportunities are determined with reference to the individual’s roles and
responsibilities and market competitiveness of variable and total remuneration.
Benefits and allowances
These include benefits-in-kind and
benefits in the form of cash
Benefits are designed to ensure market competitiveness and relevance to our employees
through flexible options. Benefits are fully compliant with local regulations.
Long-term incentives
For Executive Directors and members of the executive management team, a significant
part (up to 30%) of the amounts paid to them as annual distributions is required to be
used to acquire shares in the Company (which they must retain for as long as they are
employed by the Group and for an additional two years thereafter), thus constituting an
effective long-term incentive. More detail is provided on page 89.
=
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:
Priorities
Measurement period
Key strategic objectives and evolving our portfolio
Long-term (>3 years)
Driving operational excellence
Short-term (≤3 years)
Enhancing leadership and entrepreneurialism
Short-term
Progressing sustainability
Short- and long-term
These priorities are reviewed regularly to ensure alignment with the Company’s strategic direction. Each year, the Executive
Chairman and Group Managing Director, in consultation with members of the Board, then agree annual objectives to advance these
priorities. The annual objectives for 2024 are summarised below:
Objective
Measure of success
Ensure refreshed value creation strategies in place at
relevant portfolio companies
• New strategies agreed through respective portfolio company boards
Strengthen succession planning and incentive alignment
• Strengthened nomination and remuneration committees at portfolio
companies
• Refreshed succession plans
• Board-endorsed long-term incentive plans aligned with new strategies
Deliver Group performance
The Group:
• Met financial targets
• Evolved Group governance approach
• Evolved how Jardine Matheson Corporate operates to align with
revised Group approach to governance
Portfolio companies:
• Value creating strategic priorities and annual objectives agreed
through boards
Drive Groupwide sustainability agenda
• Progress on decarbonisation targets
• Progress on other key elements of sustainability strategy
Continue non-core asset disposals
• Disposals and other capital recycling progressed, as market
conditions support
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 Group Managing Director, 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 Group’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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Corporate governance
Directors’ remuneration
Shareholders decide in general meetings the Directors’ fees
which are payable to the Executive Chairman and all
Non-Executive Directors, 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 Group. The Company’s Bye-Laws
provide that Non-Executive Directors may determine their own
remuneration, but the total amount provided to all Directors
(not including the Group Managing Director and any other
Executive Directors3 of the Company) must not exceed the
sum agreed by shareholders at a general meeting. The
maximum aggregate remuneration of US$1.5 million per
annum was approved by shareholders at the 2022 AGM, and
the Company is seeking a renewal of shareholder approval for
this total sum at the 2025 AGM.
3 For the purposes of this section entitled ‘Directors’ remuneration’ and the following section entitled ‘Share ownership by Executive Directors’, Executive Directors means the
Executive Directors of the Company and members of the executive management team, as listed from pages 66 to 69.
Non-Executive Directors do not receive bonuses or any other
incentive payments or retirement benefits. The Non-Executive
Directors are reimbursed for expenses properly incurred in
performing their duties as a Director of the Company.
The level of fees paid to the Company’s Non-Executive
Directors is kept under regular review. Fees are benchmarked
against a peer group of similar companies and a proposal is
reviewed by the Board every two years.
The schedule of fees paid to Directors in respect of 2024 is
set out in the table below. Fees are annual fees, unless
otherwise stated:
US$
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)
–
N/A
–
2
John Witt
–
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
Michael Wu
100,000
35,000
135,000
8
Keyu Jin(1)
100,000
N/A
100,000
Former directors
Anthony Nightingale(2)
8,470
2,965
11,435
Y.K. Pang(3)
–
N/A
–
David Hsu(3)
24,864
N/A
24,864
Julian Hui(4)
100,000
N/A
100,000
Percy Weatherall(4)
100,000
N/A
100,000
Total
633,334
122,965
756,299
Notes:
(1) Keyu Jin was appointed to the Board of the Company with effect from 31 January 2024.
(2) Anthony Nightingale retired from the Board of the Company with effect from 31 January 2024.
(3) Y.K. Pang and David Hsu retired from the Board of the Company on 31 March 2024.
(4) Julian Hui and Percy Weatherall retired from the Board of the Company on 12 December 2024.
(5) Ming Lu was appointed to the Board of the Company with effect from 24 February 2025. He did not receive any director’s fee in 2024 and will receive US$100,000 director’s
fee in 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 a basic fixed salary by, and
receive certain employee benefits from, the Group.
The Executive Directors’ performance is assessed by reference
to: (i) the overall contribution by each Executive Director to
increasing shareholder value over the long-term, by reference
to long-term sustainable growth in earnings per share, focusing
on underlying earnings per share, a progressive dividend policy
and the share price as well as the achievement of agreed
Group objectives; and (ii) performance by reference to agreed
individual objectives.
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 37,645,791 ordinary shares in the
Company, representing 12.9% of the Company’s issued share
capital.4 The Executive Directors do not receive any
discretionary annual incentive bonuses from the Group.
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 Group
Managing Director and an INED, and with the benefit of
appropriate 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.
Secondly, 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 Group or accounted for as expenses of the Group. This
also directly benefits shareholders.
Share ownership by Executive Directors
We believe that it is essential to align the interests of
shareholders and Executive Directors. This means creating an
environment where the Executive Directors are incentivised to
create long-term shareholder value. We have sought to do this
in part by requiring all Executive Directors to accumulate and
hold shares in the Company for the long-term.
In this regard, the Company has adopted a Directors’
Shareholding Policy (the ‘Policy’). The Policy requires that
each of the Executive Directors should build a meaningful and
increasing shareholding in the Company over time.
The Policy sets a minimum shareholding requirement. For all
Executive Directors (other than the Executive Chairman and
the Group Managing Director) 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
Group Managing Director, 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.
Notwithstanding these minimum shareholding requirements,
the fact that a significant part of the amounts awarded to
Executive Directors by the 1947 Trust (as described above)
is specified to be for the purposes of acquiring shares in the
Company means that the minimum levels will generally be
exceeded for each Executive Director within a relatively short
period after the commencement of their employment. Current
shareholdings of the Executive Directors are set out below.
All shares, once acquired, should be retained by the relevant
Executive Director for so long as they are engaged by the
Group and for at least two years thereafter.
As and when any Executive Director ceases to hold any office
or be employed by the Company or any member of the Group,
the Executive Chairman will discuss with the relevant individual
how the Policy will apply in their circumstances. However,
as noted above, it is expected that former Executive Directors
will retain all shares held at the cessation of their engagement
with the Group for at least two years thereafter.
Jardine Matheson Annual Report 2024
90
Corporate governance
Jardine Matheson Holdings Limited
Interests
Ben Keswick
52,129,889 (a) (b)
John Witt
411,811
Graham Baker
94,652
Stuart Gulliver
59,180
Adam Keswick
44,662,266 (a) (b)
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 39,064,738 ordinary shares held by family trusts, the trustee of which is
a closely associated person of Ben Keswick and Adam Keswick.
Jardine Matheson Limited
Interests
Matthew Bland
64,384
Stephen Gore
58,000
Steve Sun
14,467
In addition to the interests of the Directors of the Company
and JML set out above, the interests for each of the Executive
Directors include 37,645,791 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 37,645,791
ordinary shares held by the 1947 Trust.
In addition, as at 10 March 2025, Ben Keswick, John Witt,
Adam Keswick, Stephen Gore and Elton Chan held options in
respect of 120,000, 50,000, 50,000, 35,000 and 10,000
ordinary shares, respectively, 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 2024
For the year ended 31 December 2024, the Company’s
Directors received US$47.9 million (2023: US$53.6 million) in
aggregate, being:
2024
US$m
2023
US$m
Distributions from the 1947
Trust
40.3
45.2
Directors’ fees and employee
benefits from the Group
7.6
8.4
Directors’ fees and employee benefits included:
2024
US$m
2023
US$m
Directors’ fees
0.8
0.8
Short-term employee benefits
including salary, bonuses,
accommodation and
deemed benefits in kind
6.6
7.2
Post-employment benefits
0.2
0.4
The information set out in this section headed ‘Remuneration
Outcomes in 2024’ forms part of the audited financial
statements.
Consistent with the Company’s remuneration philosophy,
discretionary compensation for Executive Directors was set
based on assessment of performance in 2024. 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 of the Company and Jardine Matheson Limited
in office on 10 March 2025 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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Corporate governance
Audit Committee Report
Chair’s introduction
assess the continued integrity of the Company’s financial
reporting. Read more in note 44 to the financial statements.
The Audit Committee has monitored the approach and scope
of the Company’s non-financial reporting framework, taking into
account evolving environmental, social and governance
reporting. It also receives regular updates from management
on the wider control environment, such as the controls in place
for financial reporting, and examines the progress being made
in remediating any deficiencies, with input from the Group’s
Audit and Risk Management function (GARM) and our external
auditor, PricewaterhouseCoopers (PwC).
The Audit Committee reviewed and monitored the Company’s
principal risks through a combination of business reviews,
focused engagements, and regular updates from management,
GARM, and PwC. Read more on page 93.
The Audit Committee’s role is to monitor the effectiveness of
the Company’s financial reporting, including ESG and climate-
related financial disclosures, systems of internal control, and
risk management. The Audit Committee also monitors the
integrity of the Company’s external and internal audit
processes.
The Audit Committee’s key responsibilities are summarised in
its terms of reference on page 92, 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 2024. As part of the continuing focus
on evolving the Company’s governance, we increased the
number of Audit Committee meetings each year to three in
2024, with the extra meeting held in December. The third Audit
Committee meeting focused on providing the Company with an
early warning for issues that might impact the full-year results.
The challenging macro environment has been an area of
focus for the Audit Committee this year, with close attention
paid to the non-cash impairments in Hongkong Land’s Build-to-
sell business on the Chinese mainland in the first half, in
addition to first-half headwinds faced by a number of our
portfolio companies, including lower new car sales margins at
Zhongsheng and commodity prices at Astra.
The Audit Committee has regularly scrutinised key accounting
issues and judgements made by management, to monitor and
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92
Corporate governance
Audit Committee
The Board is supported by the activities of the Audit
Committee. Matters considered by the Committee are set out
in its terms of reference, a copy of which can be obtained from
the Company’s website at www.jardines.com.
The current members of the Audit Committee are:
• Stuart Gulliver (Chairman);
• Janine Feng; and
• Michael Wu.
Stuart Gulliver was appointed as the chairman of the
Committee with effect from 25 January 2021. He has recent
financial experience and expertise, as well as a deep
understanding of risk management. Michael Wu was appointed
as a member of the Committee on 2 March 2023, in place of
Adam Keswick who stood down with effect from the same date.
Janine Feng was appointed as a member of the Committee on
5 May 2023. Janine Feng has recent financial experience and
expertise, as well as a deep understanding of risk
management.
As announced on 24 November 2023, Anthony Nightingale
stepped down from the Committee on 31 January 2024 and
the Audit Committee now comprises only INEDs.
The Company’s Group Managing Director, Group Finance
Director and Group 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 (the number of annual meetings was
increased from two to three in 2024 as part of the Group’s
focus on improving its governance approach further and
strengthening the oversight of the Committee).
The Committee 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 and assessment of financial reporting
processes, including related internal controls;
• independent oversight of risk management and compliance;
business ethics issues and the risks related to information
systems and procedures;
• independent oversight and responsibility for cybersecurity;
• monitoring and reviewing the effectiveness of the internal
audit function and the Group’s external auditor;
• considering the independence and objectivity of the
external auditors;
• reviewing and approving the level and nature of non-audit
work performed by the external auditors; and
• reviewing independent assurance in respect of the
effectiveness of sustainability metrics adopted by the Group.
Before completion and announcement of the Company’s
half-year and full-year 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 results, including the adoption of any
new accounting policies. A report is also received by the
Committee from the external auditors. The external auditors
also have access, when necessary, to the full Board and other
senior executives and the boards of the Group’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 Group.
The Committee also keeps under review the nature, scope and
results of the audits conducted by the internal audit function
and the findings of the various audit committees across the
portfolio companies.
The matters considered by the Audit Committee during 2024
included:
• reviewing the 2023 annual financial statements and parts of
the 2023 annual report and accounts, as well as the 2024
half-yearly financial statements, with particular focus on the
valuation of investment properties, recoverability of
properties for sale held by the Group 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 judgments 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 Group 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 Group and monitoring changes to the
risk profile, as well as the effectiveness of risk management
measures and crisis management arrangements;
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Jardine Matheson Annual Report 2024
Corporate governance
• receiving updates on the cybersecurity threat landscape and
the Group’s cybersecurity environment, risk management
approach, training, priorities and control effectiveness;
• reviewing the annual internal audit plan and status updates;
• receiving updates on risk management initiatives, including
cross-Group sharing on risk topics and best practices,
an external review and benchmarking of the Group’s
enterprise-wide risk management approach completed
in 2024;
• reviewing the biennial assessment of the effectiveness of the
Group’s Internal Audit function;
• reviewing audits of businesses by PwC and by auditors other
than PwC;
• reviewing confirmations provided in respect of the Group’s
exposure to fraud;
• reviewing the assurance provided by PwC as External
Auditor on the Group’s Sustainability metrics;
• reviewing the Group’s governance approach to cybersecurity
management, data security and privacy management across
its businesses; and
• reviewing the independence, audit scope and fees of PwC as
External Auditor and recommending their re-appointment as
the External Auditor.
Audit Committee attendance
The table below shows the attendance at the scheduled 2024
Audit Committee meetings:
Meetings
eligible to
attend
% attended
Audit Committee members
in 2024
Stuart Gulliver (Chairman)
3/3
100%
Janine Feng
2/3
67%
Michael Wu
3/3
100%
Auditor independence and effectiveness
The independence and objectivity of the Group’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
following the transfer in 2023 of audit responsibility from
PwC UK to PwC Hong Kong;
• 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 Group 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 2024 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 HK as the Company’s external auditor
at the AGM on 8 May 2024.
Risk management and internal control
The Board has overall responsibility for the Group’s systems of
risk management and internal control. It is supported by the
Audit Committee which is responsible for providing oversight of
the Group’s risk management activities.
The Audit Committee considers the Group’s principal risks and
uncertainties, as well as emerging risks that it may face. It also
ensures that the Group maintains robust risk management
systems to safeguard the Group’s interests and those of its
stakeholders. In addition, it reviews the effectiveness of the
design and operation of the Group’s systems of internal control
(financial, operational and compliance) and the practices that
the Group adopts to mitigate these risks. In 2024, the Audit
Committee reported to the Board three times.
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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
Group Audit and
Risk Management (GARM)
External Audit
During the year, the Group reviewed its approach to ensuring
appropriate governance of the portfolio operating companies.
Following this review, 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, the Boards and Executive Leadership
of the portfolio companies are also fully accountable for
governance, risk management and internal control.
Accordingly, the Group’s executives no longer take a direct
role in day-to-day operations or governance of the portfolio
companies and the Board fulfils its assurance and reporting
roles for the Group primarily by relying on portfolio Boards,
Audit Committees and Executive Teams and their respective
processes.
In order to advise on governance, risk management and risk
appetite, the Group maintains ongoing engagement with the
portfolio companies through shareholder representatives on
both the Boards and Audit Committees of key controlled
portfolio companies. Key risk and governance matters are
regularly reported to the Group’s Audit Committee by the
Chair of each portfolio company Audit Committee.
The Group 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 Group’s Audit and Risk Management function (‘GARM’)
assists the Audit Committee with fulfilling its assurance and
reporting roles. GARM adheres to international professional
practice standards for internal auditing. To safeguard its
independence and objectivity, GARM reports functionally to the
Audit Committee of the Group and has full and unrestricted
access to the Group business functions, records, locations
and personnel.
The Group 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,
GARM is appointed to fulfil this internal audit role. Whether or
not that is the case, the Group 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 Group’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 Group’s risk management process, risk register and
internal control are reviewed by GARM on a regular basis.
Risk governance structure
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Corporate governance
The Group 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 Group and in
the portfolio companies as well as these entities’ company
leadership;
• Second line: monitors the key risks of the Group’s 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 Group 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 Group and of the
portfolio companies, which operate independently.
The Group 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 Group and each portfolio
company are exposed, respectively;
Risk reporting &
monitoring
Risk assessment
Risk treatment
Risk identification
• 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 GARM as part of
GARM’s process for reporting to each Group Board and
Audit Committee meeting.
GARM is responsible for:
• assisting the Company’s 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
Group’s portfolio companies;
• conducting internal audits of the processes implemented by
the Group and the portfolio companies, where mandated;
• reviewing and aggregating risks reported by the Group’s
portfolio companies and maintaining the Group’s risk
register; and
• raising awareness of the Group’s approach to risk
management amongst colleagues via various educational
activities and communications.
Risk management framework
Risk management is integrated into
the Group’s strategic planning,
budgeting, decision-making and
operations. Central to this is the
continuous and systematic
application of:
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Corporate governance
The key elements of the Risk Management Framework are as follows:
Risk identification
Risk assessment
Risk treatment
Risk reporting &
monitoring
• 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.
• 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.
• 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.
• 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 GARM.
A Risk Management Framework, based on ISO 31000 and the
COSO principles, has been established and embedded into the
Group’s business activities, to enable the Group 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 Group as a whole.
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Promotion of a culture of risk awareness
The Group’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 Group’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.
In addition, GARM facilitates the building of the Group’s risk
management knowledge base. Information and guidelines for
reporting principal and emerging risks and uncertainties are
regularly communicated to the Group’s portfolio companies.
Portfolio performance and optimisation
Description
The Group’s individual portfolio companies face several
risks, particularly in relation to the need for them to adapt in
order to achieve growth in a rapidly evolving and competitive
business environment, including optimising costs, creating
new markets, devising new ways of delivering value to their
customers and adopting technology-driven innovation.
Failure by any portfolio company to undertake this
transformation will negatively impact the growth and equity
performance of the Group.
On a collective basis, the Group faces inherent risks relating
to the achievement of an optimum level of diversification of
its portfolio, by geography and industry, in line with its
strategy. Excessive concentration or diversification leads to
different risks, broadly relating to lack of agility as the
business environment changes and lack of focus and scale,
respectively. These issues could hinder the future growth
and long-term returns on investment of the Group’s portfolio.
Mitigation
• Appointment of shareholder representatives on the
Boards and Audit Committees of key controlled portfolio
companies.
• Regular monitoring of the operating performance of all
investments in the portfolio, to identify any weaknesses
and opportunities at an early stage and to act as
appropriate.
• Sharing of any issues or incidents among the portfolio
companies as lessons learned and to strengthen
preventative measures.
• Developing a well-defined asset allocation plan that is
aligned with strategic objectives.
• Establishing risk metrics and thresholds that reflect the
asset allocation plan as well as investors’ time horizons.
• Using these metrics and thresholds to monitor
concentration and the composition of the Group’s
investment portfolio and to conduct periodic scenario
analysis to understand how the portfolio performs under
various potential adverse market conditions.
• Evaluating new opportunities for investment in the context
of the Group’s overall portfolio and strategies.
This Group-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 Group, 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.
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Capital market fluctuations
Description
Fluctuations in interest rates, caused by changes in
economic conditions, which impact the cost of borrowing of
the Group and its portfolio companies, pose risk to the
Group’s financial stability and performance as an investment
holding company. They can also impact the credit ratings of
the Group and its portfolio companies, affecting their access
to financing and hence liquidity. Unfavourable trends in
interest rates also mean that the Group and the portfolio
companies could face increasing general scrutiny regarding
their financial performance from investors and lenders,
hindering their access to capital market funding.
Similarly, equity market fluctuations will affect the value of
the Group’s overall portfolio and its underlying investments,
negatively impacting its financial position and prospects and
its ability to meet its strategic objectives for growth and
returns. Fluctuations in foreign exchange rates will also
impact the value and cost of the Group’s equities and debt.
Mitigation
• Maintaining strong investment grade ratings and
managing the Group’s debt maturity profile.
• Establishing rules that prevent portfolio companies from
exceeding certain debt limits and monitoring their
performance against these levels.
• Utilising derivatives and other financial instruments
(i.e., interest rate swaps and caps, options, futures and
cross currency swaps) to hedge against risk from capital
market fluctuations.
• Continuously reviewing and managing the Group’s capital
structure and asset allocations to ensure that these
remain optimal in relation to both capital efficiency and
shareholder returns, whilst also considering the Group’s
future capital requirements.
• Staying up to date with regulatory change that impacts
financial markets.
• Maintaining strong communication with the Group’s
stakeholders to ensure that they understand the risks
relating to capital market fluctuations and the measures
deployed to mitigate them.
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Geopolitical and economic
Description
Geopolitical instability in the Asia Pacific region, which, for
example, can result in greater protectionism or imposition
of sanctions, poses threats to business activity and affects
sentiment in the territories in which the Group’s portfolio
companies operate. This impacts their prospects for
growth and value of the Group as a whole. The Group
is also affected by the global geopolitical situation,
including conflict, outside its own markets, which impacts
worldwide sentiment and the international flow of goods
and services.
Irrespective of geopolitical issues, the Group, as a
long-term investor, is exposed to the risk of adverse
developments in global and regional economies and
financial markets 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 the cost of raw materials.
Mitigation
• Regularly monitoring geopolitical developments by using
published geopolitical risk indices and collaborating with
political analysts and “think tanks”, in order to obtain early
warnings of risks and inform decision-making.
• Monitoring the macroeconomic environment and
considering economic factors in strategic and financial
planning.
• Making agile adjustments to existing business plans,
where appropriate, and exploring new business
opportunities and markets.
• Monitoring the Group’s exposure to various economic
scenarios using hedging ratios, to understand their potential
impacts and to prepare measures to address them.
• Making use of financial instruments, such as interest rate
swaps and foreign exchange forwards, to hedge against
economic risks.
• Reviewing the Group’s insurance coverage to ensure that
risks are transferred to the optimum extent.
Strategic partnerships
Description
The nature and effectiveness of the Group’s relationships,
and those of its portfolio companies, with joint venture
partners 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, as a result of differences in corporate
culture, priorities, strategic direction, management
approaches, capital allocation and risk appetite between
the Group’s portfolio companies and such parties.
Conflicts of interest involving these parties may also
take place.
Mitigation
• Conducting sufficient research and due diligence on, as well
as robust evaluation and selection of, potential business
partners.
• Performing thorough legal review of draft partnership
agreements to ensure that they contain adequate rights and
protections, including partners’ liability for poor performance.
• Maintaining close relationships with senior management
of business partners, with regular communication on
key strategic matters, including those relating to
sustainability issues.
• Including scenarios relating to disruption of relationships
with partners into business continuity planning.
• Carrying out regular evaluation and monitoring of
partnerships’ performance against agreed-upon metrics.
Jardine Matheson Annual Report 2024
100
Corporate governance
Financial strength, funding and integrity of reporting
Description
The Group is exposed to market, credit and liquidity risks which
can impact its financial strength and funding capabilities.
The Group’s market risk includes fluctuations in foreign
currencies, interest rates and the pricing of equities and debt,
all affecting the value of its assets and liabilities, as well as
profitability. Its credit risk is primarily attributable to deposits
held with banks, cash flows relating to debt investments, credit
exposure to customers and derivatives. The Group may face
liquidity risk if its cashflow position deteriorates as a result of
declining business performance. This could lead to the Group
having a lower credit rating, if it is unable to meet its existing
financing commitments, reducing its access to outside capital
which itself would lead to worsening liquidity.
In addition, the Group faces the risk that its external financial
and sustainability reporting does not meet the regulatory
requirements of the jurisdictions in which it is required to issue
financial reports, leading to it facing regulatory fines or
penalties as well as reputational damage. This risk increases
as these requirements evolve and become more stringent over
time, making it harder for the Group to ensure the integrity,
quality and timeliness of its financial reporting disclosures.
Mitigation
• Setting clear policies and limits for market, credit and
liquidity risks, including in relation to foreign exchange
exposure, credit, cash management and prohibition on
the use of derivatives other than for hedging purposes.
• Monitoring net borrowings and gearing levels closely to
ensure that the Group and portfolio companies are well
capitalised with strong balance sheets and interest
cover ratios.
• Maintaining an appropriate balance between equity
and borrowings when obtaining funding from banks and
capital markets, net debt and debt capacity in
committed facilities, and between short and long-term
facilities, to provide flexibility for developing the
businesses in which the Group is invested.
• Maintaining sufficient cash and marketable securities,
funding from a sufficient amount of committed credit
facilities and the ability to close out market positions.
• Conducting rigorous credit analysis to identify high-risk
counterparties for further action.
• Making ongoing developments to financial reporting
systems and controls, including for data on
sustainability performance, to ensure the integrity of
financial information.
• Conducting regular internal audits of compliance with
treasury policies and internal control over financial
reporting.
The detailed measures taken by the Group to manage its
exposure to financial risk are set out in the Group Finance
Director’s Review on pages 20 to 25 and Note 43 to the
financial statements on pages 199 to 207.
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101
Jardine Matheson Annual Report 2024
Corporate governance
Climate risk
Description
Climate change increases the intensity and frequency of
extreme weather events such as typhoons, flooding and
heatwaves, and also leads to sea level rises. These events and
trends can damage the infrastructure of the Group’s portfolio
companies, as well as disrupt their operations and supply
chains. As a result, the portfolio companies may face higher
costs for implementing measures to reduce or avoid the impact
of climate-related events, including for physical defences and
insurance. Failure by the portfolio companies to manage this
risk will lead to their incurring even greater costs of recovery
from climate-related events, negatively affecting asset value
and financial performance of the Group and its reputation.
More stringent climate-related regulations in different
jurisdictions and market pressure (i.e., from customers,
lenders, rating agencies, etc.) will increase portfolio companies’
financial obligations as climate adaptation becomes a stronger
imperative.
The Group’s portfolio companies face increased pressure from
stakeholders, such as business partners, customers and rating
agencies, to report their performance on decarbonisation.
The Group, and those of its portfolio companies that are listed,
face additional such pressure as a result of stronger regulatory
requirements for reporting on their decarbonisation efforts.
Also, those portfolio companies that have committed to
science-based emissions reduction targets face even greater
scrutiny in this area. Any failure on the part of the Group and
its portfolio companies to meet these increasing reporting
expectations could lead to a number of issues, including
negative media coverage, reputational damage or reduced
access to outside capital, affecting the financial performance of
the Group and the value of its investments.
Mitigation
• Established a Sustainability Leadership Council and
Climate Action Working Group to mobilise and
coordinate sustainability efforts (including
decarbonisation) across the Group and to drive
Group-wide initiatives that strengthen collaboration
and share knowledge.
• Issued Just Energy Transition commitments to scale
up investment in renewable energy and related
innovations, diversify into non-coal mineral mining,
and to cease making new investments in thermal or
metallurgical coal mines or thermal coal-fired
power plants.
• Developed and implemented a common framework for
portfolio companies to apply in integrating climate risk
causes into their existing business risks, ensuring
accountability of the appropriate business risk owners.
• Developed a climate risk register for the portfolio
companies to use in monitoring climate risks and
relevant risks signals in the short, medium and
long-term.
• Conducted climate risk assessments across the Group,
continuously reviewing the mitigation and adaptation
measures submitted by the portfolio companies
biannually.
• Ensuring adequate insurance coverage related to
potential property damage and business interruption to
the optimum extent and where possible.
• Ensuring that climate-related disclosures are credible,
aligned with relevant reporting requirements and made
subject to external assurance, where appropriate.
• Regularly monitoring global climate developments and
collaborating with industry associations to drive action
on climate policy and to inform their decision-making.
Jardine Matheson Annual Report 2024
102
Corporate governance
Technology and cybersecurity
Description
The Group’s portfolio companies are increasingly reliant on
new technology and digital platforms and face the risk of
existing and new competitors leveraging technology to gain
competitive advantage. This also exposes them to greater
cyber security and privacy-related risk. Cyber-attacks are
becoming more frequent and sophisticated, posing
significant threats to the portfolio companies’ digital
infrastructures and information technology systems. In
addition, disruptive technologies, such as Generative AI,
introduce new external risks such as advanced phishing and
deepfake attacks, and new internal risks such as errors in
reasoning. Cyber risk is further accentuated by exposure to
breaches at suppliers or customers, through both operational
dependence on suppliers and network connected with
counterparties. Also, current geopolitical developments may
limit portfolio companies’ access to modern technologies in
some geographies.
Cyber-attacks may also stem from a lack of cybersecurity
awareness on the part of employees, which can result in
human errors that cybercriminals can exploit, disrupting the
functionality of critical equipment and facilities used in daily
operations.
If a cyber-attack takes place at the Group, one of its portfolio
companies or their partners, third parties or customers, the
Group and its portfolio companies may face the costs of
having to recover systems, lost revenue, brand damage or
regulatory action and penalties.
Mitigation
• Established a Group cybersecurity function to set
consistent standards to promote cybersecurity protection,
provide oversight for the Group’s portfolio companies
regarding their cybersecurity performance and handle any
incidents that may arise.
• Migrating information technology systems to evergreen
modern solutions (such as cloud-based platforms) and
strengthening replacement policies to address system
ageing risks and geopolitical restrictions.
• Continued development of information security and
compliance reporting policies in accordance with
changing local data privacy regulations in each
relevant market.
• Regularly engaging external consultants to assess the
strength of the cyber-security measures in relation to
industry best practices and emerging threats.
• Performing regular vulnerability assessments, ethical
hacking and internal audits to identify and address
weaknesses.
• Testing and updating backups and data restoration,
disaster recovery plans, business continuity plans, and
cyber incident response plans at least annually.
• Arranging regular training, as well as phishing testing, to
raise the awareness of cybersecurity and data privacy on
the part of Group and portfolio company staff.
• Strengthened data protection and privacy practices,
with public disclosure of how the Group handles personal
information of external parties on its website.
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103
Jardine Matheson Annual Report 2024
Corporate governance
People & culture and safety
Description
The success of the Group and its portfolio companies hinges
on their ability to attract and retain quality personnel. Ensuring
that the Group 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 Group’s operational and
financial performance. In addition, the need for the Group 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 Group’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 Group’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
Group’s brands, leading to financial loss.
Mitigation
• Appoint chief executives, with the right leadership skills
and experience, at certain key portfolio companies to
execute their business strategies.
• Making significant investments in training, focusing on
skills required to implement the Group’s strategy.
• Developed succession plans for key management
positions under the new operating model.
• Performing proactive manpower and succession
planning, including identifying high-performing talent for
strategic development.
• Ensuring that safety management systems are
implemented and regular safety audits performed at
the portfolio company level, with employee training,
performance monitoring and bi-annual reporting
taking place, with respect to both occupational and
product safety.
Compliance risk and evolving laws and regulations
Description
The Group 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
(e.g., carbon pricing, building standards, etc.) and reporting
requirements. The complexity created by this regulatory
environment increases the risk that compliance obligations
are breached.
In particular, the Group faces growing exposure to
climate-related litigation as climate issues are increasingly
being perceived as part of directors’ fiduciary duty and
corporate responsibility.
If compliance is not achieved and maintained by itself and by
all of its portfolio companies, the Group may face claims,
lawsuits, governmental investigations, fines and sanctions
imposed by regulatory authorities, negative media exposure,
affecting their operations, reputation and profitability.
Mitigation
• Establishing compliance policies monitoring procedures
at the Group and portfolio company levels.
• Keeping up to date with and informed of regulatory
developments, including those relating to climate and
sustainability.
• Engaging legal experts to assess the implications of
prospective or new regulations.
• Undertaking early scenario planning to assess the
implications of new rules and to prepare related
contingencies. This includes developing sustainability
strategies, implementing related initiatives and ensuring
adequate sustainability-related disclosures.
• Engaging with government bodies, regulators and
industry associations, including by participating in
consultations on proposed policy and regulatory changes.
• Providing regular compliance training to employees to
ensure that they understand the importance of
compliance.
Jardine Matheson Annual Report 2024
104
Corporate governance
Governance and conduct
Description
The Group faces a number of governance and
misconduct-related risks that may affect its reputation
and financial position.
As the Group 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 Group 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 Group or its portfolio
companies themselves or any of their partners and third
parties, exposing the Group to reputational damage, loss of
trust in its brands and potential legal issues.
Mitigation
• Appointed shareholder representatives on both the
Boards and Audit Committees of key controlled portfolio
companies to ensure the effective oversight of the
portfolio companies’ governance.
• Implemented a comprehensive nomination process for
senior positions. The Group is committed to ensuring that
each portfolio company has a well-rounded high-calibre
board, with strong non-executive directors, to ensure that
each entity is able to operate as independently governed
and managed businesses.
• Established a Group-wide mandatory Code of Conduct
and related training that management and staff of the
Group, including new joiners, are expected to take.
This is supported by a robust whistle-blowing reporting
framework. Certain portfolio companies have established
their own similar codes of conduct and whistleblowing
programmes.
• Conducting regular reviews of the internal control of
portfolio companies, carried out by second line risk and
compliance functions.
• Maintaining functionally independent Group internal audit
functions that report to the Audit Committees on risk
management, control environment and significant cases
of non-compliance.
105
Jardine Matheson Annual Report 2024
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Shareholder information
Financial calendar
2024 full-year results announced
10 March 2025
Shares quoted ex-dividend
20 March 2025
Share registers closed
24 to 28 March 2025
CDP Holders – 2024 final dividend scrip election period closes
17 April 2025
2024 final dividend scrip election period closes
25 April 2025
Annual General Meeting to be held
2 May 2025
2024 final dividend payable
14 May 2025
2025 half-year results to be announced
31 July 2025*
Shares quoted ex-dividend
21 August 2025*
Share registers to be closed
25 to 29 August 2025*
CDP Holders – 2025 interim dividend scrip election period closes
19 September 2025*
2025 interim dividend scrip election period closes
26 September 2025*
2025 interim dividend payable
15 October 2025*
* 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 2024 final dividend by notifying the United Kingdom transfer agent in writing
by 25 April 2025. The Pounds Sterling equivalent of dividends declared in United States Dollars will be calculated by reference to an
exchange rate prevailing on 30 April 2025.
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 (formerly known as Link Market Services (Jersey) Limited)
IFC 5
St Helier
Jersey JE1 1ST
Channel Islands
United Kingdom Transfer Agent
MUFG Corporate Markets (formerly known as Link Group)
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 2024
106
2024
2023
Underlying
business
performance
Non-trading
items
Total
Underlying
business
performance
Non-trading
items
Total
Note
US$m
US$m
US$m
US$m
US$m
US$m
Revenue
3
35,779
–
35,779
36,049
–
36,049
Net operating costs
4
(31,965)
(435)
(32,400)
(31,760)
(75)
(31,835)
Change in fair value
of investment
properties
13
–
(2,213)
(2,213)
–
(1,779)
(1,779)
Operating profit
3,814
(2,648)
1,166
4,289
(1,854)
2,435
Net financing charges
5
– financing charges
(796)
–
(796)
(769)
–
(769)
– financing income
269
1
270
253
–
253
(527)
1
(526)
(516)
–
(516)
Share of results of
associates and joint
ventures
6
– before change in fair
value of investment
properties
1,125
38
1,163
1,261
107
1,368
– change in fair value
of investment
properties
–
136
136
–
18
18
1,125
174
1,299
1,261
125
1,386
Impairment losses on
associates
–
(508)
(508)
–
–
–
Profit before tax
4,412
(2,981)
1,431
5,034
(1,729)
3,305
Tax
7
(857)
(19)
(876)
(932)
(11)
(943)
Profit after tax
3,555
(3,000)
555
4,102
(1,740)
2,362
Attributable to:
Shareholders of the
Company
8 & 9
1,471
(1,939)
(468)
1,661
(975)
686
Non-controlling
interests
2,084
(1,061)
1,023
2,441
(765)
1,676
3,555
(3,000)
555
4,102
(1,740)
2,362
US$
US$
US$
US$
Earnings/(loss) per share
8
– basic
5.07
(1.61)
5.74
2.37
– diluted
5.07
(1.61)
5.73
2.37
Consolidated Profit and Loss Account
for the year ended 31 December 2024
107
Jardine Matheson Annual Report 2024
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Per forma nce
Gove r na nce
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2024
2023
Note
US$m
US$m
Profit for the year
555
2,362
Other comprehensive (expense)/income
Items that will not be reclassified to profit and loss:
Net exchange translation (loss)/gain arising during the year
(296)
88
Remeasurements of defined benefit plans
19
12
(18)
Remeasurements of statutory employee entitlements
(2)
–
Revaluation surplus before transfer to investment properties
– tangible assets
11
–
1
– right-of-use assets
12
97
63
Tax on items that will not be reclassified
(2)
4
(191)
138
Share of other comprehensive (expense)/income of associates and joint ventures
(209)
24
(400)
162
Items that may be reclassified subsequently to profit and loss:
Net exchange translation differences
– net (loss)/gain arising during the year
(166)
29
– transfer to profit and loss
165
111
(1)
140
Revaluation of other investments at fair value through other comprehensive income
– net loss arising during the year
16
(13)
(12)
Cash flow hedges
– net gain/(loss) arising during the year
16
(40)
– transfer to profit and loss
(23)
(36)
(7)
(76)
Tax relating to items that may be reclassified
(1)
9
Share of other comprehensive expense of associates and joint ventures
(246)
(78)
(268)
(17)
Other comprehensive (expense)/income for the year, net of tax
(668)
145
Total comprehensive (expense)/income for the year
(113)
2,507
Attributable to:
Shareholders of the Company
(696)
729
Non-controlling interests
583
1,778
(113)
2,507
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2024
Jardine Matheson Annual Report 2024
108
Consolidated Balance Sheet
at 31 December 2024
At 31 December
2024
2023
Note
US$m
US$m
Assets
Intangible assets
10
2,116
2,274
Tangible assets
11
6,574
6,585
Right-of-use assets
12
4,024
4,080
Investment properties
13
28,079
30,166
Bearer plants
14
462
481
Associates and joint ventures
15
17,838
19,774
Other investments
16
3,387
3,329
Non-current debtors
17
3,895
3,833
Deferred tax assets
18
582
644
Pension assets
19
11
8
Non-current assets
66,968
71,174
Properties for sale
20
2,879
3,480
Stocks and work in progress
21
3,332
3,664
Current debtors
17
6,839
6,691
Current investments
16
50
55
Current tax assets
136
159
Cash and bank balances
22
– non-financial services companies
4,551
4,519
– financial services companies
296
361
4,847
4,880
18,083
18,929
Assets classified as held for sale
23
1,728
380
Current assets
19,811
19,309
Total assets
86,779
90,483
Approved by the Board of Directors
John Witt
Graham Baker
Directors
10 March 2025
109
Jardine Matheson Annual Report 2024
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Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
At 31 December
2024
2023
Note
US$m
US$m
Equity
Share capital
24
73
72
Share premium and capital reserves
26
23
22
Revenue and other reserves
27,784
28,916
Shareholders’ funds
27,880
29,010
Non-controlling interests
28
25,440
26,921
Total equity
53,320
55,931
Liabilities
Long-term borrowings
29
– non-financial services companies
9,662
9,486
– financial services companies
1,592
1,647
11,254
11,133
Non-current lease liabilities
30
2,773
2,966
Deferred tax liabilities
18
778
862
Pension liabilities
19
377
370
Non-current creditors
31
1,154
1,119
Non-current provisions
32
411
359
Non-current liabilities
16,747
16,809
Current borrowings
29
– non-financial services companies
2,213
3,419
– financial services companies
2,421
2,094
4,634
5,513
Current lease liabilities
30
741
754
Current tax liabilities
300
471
Current creditors
31
10,835
10,758
Current provisions
32
202
203
16,712
17,699
Liabilities directly associated with assets classified as held for sale
23
–
44
Current liabilities
16,712
17,743
Total liabilities
33,459
34,552
Total equity and liabilities
86,779
90,483
Consolidated Balance Sheet
111
Jardine Matheson Annual Report 2024
Jardine Matheson Annual Report 2024
110
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Share
capital
Share
premium
Capital
reserves
Revenue
reserves
Asset
revaluation
reserves
Hedging
reserves
Exchange
reserves
Attributable to
shareholders of
the Company
Attributable to
non-controlling
interests
Total
equity
US$m
US$m
US$m
US$m
US$m
US$m
US$m
US$m
US$m
US$m
2024
At 1 January
72
–
22
29,009
2,323
11
(2,427)
29,010
26,921
55,931
Total comprehensive (expense)/income
–
–
–
(467)
76
(15)
(290)
(696)
583
(113)
Dividends paid by the Company (refer note 27)
–
–
–
(651)
–
–
–
(651)
–
(651)
Dividends paid to non-controlling interests
–
–
–
–
–
–
–
–
(1,276)
(1,276)
Unclaimed dividends forfeited
–
–
–
2
–
–
–
2
–
2
Employee share option schemes
–
–
9
–
–
–
–
9
3
12
Scrip issued in lieu of dividends
1
(1)
–
204
–
–
–
204
–
204
Repurchase of shares
–
–
–
(101)
–
–
–
(101)
–
(101)
Capital contribution from non-controlling interests
–
–
–
–
–
–
–
–
1
1
Share purchased for a share-based incentive plan in a subsidiary
–
–
–
(3)
–
–
–
(3)
–
(3)
Subsidiaries acquired
–
–
–
–
–
–
–
–
3
3
Change in interests in subsidiaries
–
–
–
75
–
–
–
75
(796)
(721)
Change in interests in associates and joint ventures
–
–
–
31
–
–
–
31
1
32
Transfer
–
1
(8)
73
(4)
–
(62)
–
–
–
At 31 December
73
–
23
28,172
2,395
(4)
(2,779)
27,880
25,440
53,320
2023
At 1 January
73
–
26
28,911
2,272
55
(2,487)
28,850
27,410
56,260
Total comprehensive income
–
–
–
662
51
(44)
60
729
1,778
2,507
Dividends paid by the Company (refer note 27)
–
–
–
(637)
–
–
–
(637)
–
(637)
Dividends paid to non-controlling interests
–
–
–
–
–
–
–
–
(2,037)
(2,037)
Unclaimed dividends forfeited
–
–
–
2
–
–
–
2
1
3
Employee share option schemes
–
–
10
–
–
–
–
10
3
13
Scrip issued in lieu of dividends
–
(1)
–
183
–
–
–
182
–
182
Repurchase of shares
(1)
–
–
(208)
–
–
–
(209)
–
(209)
Capital contribution from non-controlling interests
–
–
–
–
–
–
–
–
41
41
Share purchased for a share-based incentive plan in a subsidiary
–
–
–
(7)
–
–
–
(7)
(2)
(9)
Subsidiaries acquired
–
–
–
–
–
–
–
–
37
37
Subsidiaries disposed of
–
–
–
–
–
–
–
–
5
5
Change in interests in subsidiaries
–
–
–
75
–
–
–
75
(315)
(240)
Change in interests in associates and joint ventures
–
–
–
15
–
–
–
15
–
15
Transfer
–
1
(14)
13
–
–
–
–
–
–
At 31 December
72
–
22
29,009
2,323
11
(2,427)
29,010
26,921
55,931
Consolidated Statement of Changes in Equity
for the year ended 31 December 2024
Consolidated Statement of Changes in Equity
Jardine Matheson Annual Report 2024
112
2024
2023
Note
US$m
US$m
Operating activities
Cash generated from operations
33 (a)
5,637
5,549
Interest received
258
217
Interest and other financing charges paid
(809)
(758)
Tax paid
(1,066)
(1,307)
4,020
3,701
Dividends from associates and joint ventures
979
883
Cash flows from operating activities
4,999
4,584
Investing activities
Purchase of subsidiaries
33 (c)
5
(378)
Purchase of associates and joint ventures
33 (d)
(257)
(1,166)
Purchase of other investments
33 (e)
(417)
(671)
Purchase of intangible assets
(127)
(114)
Purchase of tangible assets
(1,191)
(1,667)
Additions to leasehold land under right-of-use assets
33(m)
(25)
(31)
Additions to investment properties
(240)
(151)
Additions to bearer plants
(33)
(35)
Advances to associates and joint ventures
15 & 33 (f)
(112)
(399)
Repayments from associates and joint ventures
15 & 33 (g)
259
1,087
Sale of subsidiaries
33 (h)
317
365
Sale of associates and joint ventures
33 (i)
388
134
Sale of other investments
33 (j)
253
161
Sale of tangible assets
33 (k)
173
364
Sale of right-of-use assets
16
38
Sale of investment properties
20
–
Cash flows from investing activities
(971)
(2,463)
Financing activities
Capital contribution from non-controlling interests
1
41
Acquisition of the remaining interest in Jardine Strategic
(23)
(5)
Change in interests in other subsidiaries
33 (l)
(700)
(240)
Purchase of own shares
24
(101)
(209)
Purchase of shares for a share-based incentive plan in a subsidiary
(3)
(9)
Drawdown of borrowings
29
10,591
9,873
Repayment of borrowings
29
(11,072)
(9,475)
Repayments to associates and joint ventures
15 & 33 (f)
(27)
(56)
Advances from associates and joint ventures
15 & 33 (g)
96
165
Principal elements of lease payments
33 (m)
(877)
(856)
Dividends paid by the Company
(447)
(455)
Dividends paid to non-controlling interests
(1,276)
(2,037)
Cash flows from financing activities
(3,838)
(3,263)
Net increase/(decrease) in cash and cash equivalents
190
(1,142)
Cash and cash equivalents at 1 January
4,796
5,879
Effect of exchange rate changes
(144)
59
Cash and cash equivalents at 31 December
33 (n)
4,842
4,796
Consolidated Cash Flow Statement
for the year ended 31 December 2024
113
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
General information
Jardine Matheson Holdings Limited (the Company) is incorporated in Bermuda and has a primary listing in the equity share
(transition) category of the London Stock Exchange, with secondary listings in Bermuda and Singapore. The address of the
registered office is given on page 68.
The principal activities of the Company and its subsidiaries, and the nature of the Group’s operations are set out on page 1, pages 4
to 5 and note 40 of the financial statements.
1 Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS Accounting
Standards), including International Accounting Standards (IAS) and Interpretations as issued by the International Accounting
Standards Board (IASB). The financial statements have been prepared on a going concern basis and under the historical cost
convention except as disclosed in the accounting policies.
Details of the Group’s material accounting policies are included in note 41.
There are no amendments, which are effective in 2024 and relevant to the Group’s operations, that have a significant impact on the
Group’s results, financial position and accounting policies.
The Group has not early adopted any standard, interpretation or amendments that have been issued but not yet effective
(refer note 42).
The principal operating subsidiaries, associates and joint ventures have different functional currencies in line with the economic
environments of the locations in which they operate. The functional currency of the Company is United States dollars.
The consolidated financial statements are presented in United States dollars.
The Group’s reportable segments are set out in note 2 and are described on pages 4 to 5 and pages 26 to 51.
115
Jardine Matheson Annual Report 2024
Jardine Matheson Annual Report 2024
114
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
Notes to the Financial Statements
2 Segmental information
Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the
executive directors of the Company for the purpose of resource allocation and performance assessment. The Group has seven
operating segments (2023: seven) as more fully described on pages 4 to 5. No operating segments have been aggregated to form
the reportable segments. Set out below is an analysis of the Group’s underlying profit, net borrowings and total equity by
reportable segment.
Jardine
Pacific
Zhongsheng**
Hongkong
Land
DFI Retail
Mandarin
Oriental
Jardine
Cycle &
Carriage
Astra
Corporate
and other
interests
Intersegment
transactions
Underlying
business
performance
Non-trading
items
Group
US$m
US$m
US$m
US$m
US$m
US$m
US$m
US$m
US$m
US$m
US$m
US$m
2024
Revenue (refer note 3)
2,139
–
2,002
8,869
526
1,643
20,655
–
(55)
35,779
–
35,779
Net operating costs
(2,082)
–
(1,419)
(8,526)
(441)
(1,572)
(17,931)
(49)
55
(31,965)
(435)
(32,400)
Change in fair value of investment properties
–
–
–
–
–
–
–
–
–
–
(2,213)
(2,213)
Operating profit
57
–
583
343
85
71
2,724
(49)
–
3,814
(2,648)
1,166
Net financing charges
– financing charges
(24)
–
(245)
(156)
(10)
(76)
(239)
(46)
–
(796)
–
(796)
– financing income
2
–
79
5
6
24
150
3
–
269
1
270
(22)
–
(166)
(151)
(4)
(52)
(89)
(43)
–
(527)
1
(526)
Share of results of associates and joint ventures
– before change in fair value of investment properties
129
83
115
43
14
114
636
(9)
–
1,125
38
1,163
– change in fair value of investment properties
–
–
–
–
–
–
–
–
–
–
136
136
129
83
115
43
14
114
636
(9)
–
1,125
174
1,299
Impairment losses on associates
–
–
–
–
–
–
–
–
–
–
(508)
(508)
Profit before tax
164
83
532
235
95
133
3,271
(101)
–
4,412
(2,981)
1,431
Tax
(15)
–
(121)
(30)
(20)
(10)
(658)
(3)
–
(857)
(19)
(876)
Profit after tax
149
83
411
205
75
123
2,613
(104)
–
3,555
(3,000)
555
Non-controlling interests
–
–
(193)
(50)
(12)
(24)
(1,805)
–
–
(2,084)
1,061
(1,023)
Profit attributable to shareholders
149
83
218
155
63
99
808
(104)
–
1,471
(1,939)
(468)
Net (borrowings)/cash (excluding net borrowings of financial services
companies)*
(124)
9
(5,088)
(468)
(93)
(835)
600
(1,321)
–
(7,320)
Total equity
1,197
1,305
29,811
651
2,926
1,667
16,846
(641)
(442)
53,320
2023
Revenue (refer note 3)
2,135
165
1,844
9,170
558
1,629
20,606
–
(58)
36,049
–
36,049
Net operating costs
(2,072)
(164)
(1,051)
(8,876)
(456)
(1,545)
(17,610)
(44)
58
(31,760)
(75)
(31,835)
Change in fair value of investment properties
–
–
–
–
–
–
–
–
–
–
(1,779)
(1,779)
Operating profit
63
1
793
294
102
84
2,996
(44)
–
4,289
(1,854)
2,435
Net financing charges
– financing charges
(19)
(1)
(266)
(152)
(18)
(67)
(204)
(42)
–
(769)
–
(769)
– financing income
2
–
82
8
8
8
141
4
–
253
–
253
(17)
(1)
(184)
(144)
(10)
(59)
(63)
(38)
–
(516)
–
(516)
Share of results of associates and joint ventures
– before change in fair value of investment properties
132
139
235
43
–
122
609
(19)
–
1,261
107
1,368
– change in fair value of investment properties
–
–
–
–
–
–
–
–
–
–
18
18
132
139
235
43
–
122
609
(19)
–
1,261
125
1,386
Profit before tax
178
139
844
193
92
147
3,542
(101)
–
5,034
(1,729)
3,305
Tax
(14)
–
(107)
(42)
(11)
(13)
(742)
(3)
–
(932)
(11)
(943)
Profit after tax
164
139
737
151
81
134
2,800
(104)
–
4,102
(1,740)
2,362
Non-controlling interests
–
–
(348)
(31)
(16)
(32)
(2,014)
–
–
(2,441)
765
(1,676)
Profit attributable to shareholders
164
139
389
120
65
102
786
(104)
–
1,661
(975)
686
Net (borrowings)/cash (excluding net borrowings of financial services
companies)*
(90)
24
(5,371)
(618)
(225)
(1,269)
124
(947)
–
(8,372)
Total equity
1,229
1,548
31,922
1,083
2,991
1,505
16,409
(312)
(444)
55,931
* Net (borrowings)/cash is total borrowings less cash and bank balances (including balances classified as asset held for sale (refer note 23)). Net borrowings of
financial services companies amounted to US$3,717 million at 31 December 2024 (2023: US$3,380 million) and relates to Astra.
** This sector comprised the results of Zhongsheng only in 2024 and had been renamed accordingly from Jardine Motor Interests, following the Group’s sale
of its automotive dealership business in the United Kingdom in 2023.
Jardine Matheson Annual Report 2024
116
Notes to the Financial Statements
2 Segmental information (continued)
Set out below are analyses of the Group’s underlying profit attributable to shareholders and non-current assets, by
geographical areas:
2024
2023
US$m
US$m
Underlying profit attributable to shareholders:
China
444
661
Southeast Asia
1,042
991
Rest of the world
89
113
1,575
1,765
Corporate and other interests
(104)
(104)
1,471
1,661
Non-current assets*:
China
36,967
39,926
Southeast Asia
18,872
19,708
Rest of the world
1,309
1,352
57,148
60,986
* Excluding amounts due from associates and joint ventures, financial instruments, deferred tax assets and pension assets.
117
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
3 Revenue
Jardine
Pacific
Hongkong
Land
DFI Retail
Mandarin
Oriental
Jardine
Cycle &
Carriage
Intersegment
transactions
Astra
and other
Group
US$m
US$m
US$m
US$m
US$m
US$m
US$m
US$m
2024
By product and
service:
Property
5
2,002
3
–
–
75
(8)
2,077
Motor vehicles
515
–
–
–
1,643
8,254
–
10,412
Retail and restaurants
834
–
8,866
–
–
–
–
9,700
Financial services
–
–
–
–
–
1,917
–
1,917
Engineering, heavy
equipment, mining
and construction
785
–
–
–
–
8,417
(45)
9,157
Hotels
–
–
–
526
–
–
(2)
524
Other*
–
–
–
–
–
1,992
–
1,992
2,139
2,002
8,869
526
1,643
20,655
(55)
35,779
By geographical
location of
customers:
China
1,546
1,931
6,115
142
–
–
(53)
9,681
Southeast Asia
172
71
2,379
13
1,643
20,655
(2)
24,931
Rest of the world
421
–
375
371
–
–
–
1,167
2,139
2,002
8,869
526
1,643
20,655
(55)
35,779
From contracts with
customers:
Recognised at a point
in time
1,441
916
8,853
155
1,581
14,426
–
27,372
Recognised over time
692
198
13
357
54
3,964
(47)
5,231
2,133
1,114
8,866
512
1,635
18,390
(47)
32,603
From other sources:
Rental income from
investment properties
6
888
3
–
–
10
(8)
899
Revenue from financial
services companies
–
–
–
–
–
1,346
–
1,346
Revenue from
insurance businesses
–
–
–
–
–
571
–
571
Other
–
–
–
14
8
338
–
360
6
888
3
14
8
2,265
(8)
3,176
2,139
2,002
8,869
526
1,643
20,655
(55)
35,779
Jardine Matheson Annual Report 2024
118
Notes to the Financial Statements
3 Revenue (continued)
Jardine
Pacific
Jardine
Motor
Interests
Hongkong
Land
DFI Retail
Mandarin
Oriental
Jardine
Cycle &
Carriage
Intersegment
transactions
Astra
and other
Group
US$m
US$m
US$m
US$m
US$m
US$m
US$m
US$m
US$m
2023
By product and
service:
Property
4
–
1,844
1
–
–
58
(8)
1,899
Motor vehicles
539
165
–
–
–
1,629
8,301
–
10,634
Retail and restaurants
836
–
–
9,169
–
–
–
–
10,005
Financial services
–
–
–
–
–
–
1,757
–
1,757
Engineering, heavy
equipment, mining
and construction
756
–
–
–
–
–
8,429
(49)
9,136
Hotels
–
–
–
–
558
–
–
(1)
557
Other*
–
–
–
–
–
–
2,061
–
2,061
2,135
165
1,844
9,170
558
1,629
20,606
(58)
36,049
By geographical
location of
customers:
China
1,504
–
1,766
6,276
136
–
–
(56)
9,626
Southeast Asia
199
–
78
2,494
15
1,629
20,606
(2)
25,019
Rest of the world
432
165
–
400
407
–
–
–
1,404
2,135
165
1,844
9,170
558
1,629
20,606
(58)
36,049
From contracts with
customers:
Recognised at a point
in time
1,456
165
706
9,157
163
1,578
14,687
–
27,912
Recognised over time
674
–
204
12
376
44
3,865
(50)
5,125
2,130
165
910
9,169
539
1,622
18,552
(50)
33,037
From other sources:
Rental income from
investment
properties
5
–
934
1
–
–
10
(8)
942
Revenue from
financial services
companies
–
–
–
–
–
–
1,261
–
1,261
Revenue from
insurance
businesses
–
–
–
–
–
–
497
–
497
Other
–
–
–
–
19
7
286
–
312
5
–
934
1
19
7
2,054
(8)
3,012
2,135
165
1,844
9,170
558
1,629
20,606
(58)
36,049
* Included revenue from Agribusiness and Infrastructure & Logistics of US$1,372 million (2023: US$1,363 million) and US$470 million
(2023: US$551 million), respectively.
Revenue related to Astra’s mining services business has been reclassified from ‘recognised at a point in time’ to ‘recognised over
time’. The 2023 comparatives have been reclassified by US$3,547 million for comparability.
No interest income calculated using effective interest method had been included in revenue from contracts with customers in 2024
and 2023.
Rental income from investment properties included variable rents of US$32 million (2023: US$41 million).
119
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O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
3 Revenue (continued)
Contract balances
Contract assets primarily relate to the Group’s rights to consideration for work completed but not billed, and are transferred to
receivables when the rights become unconditional which usually occurs when the customers are billed.
Costs to fulfil contracts include costs recognised to fulfil future performance obligations on existing contracts that have not yet been
satisfied. Costs to obtain contracts include costs such as sales commission and stamp duty paid, as a result of obtaining contracts.
The Group has capitalised these costs and recognised in profit and loss when the related revenue is recognised.
Contract liabilities primarily relate to the advance consideration received from customers relating to properties for sale, sale of motor
vehicles, unredeemed gift vouchers, and loyalty points.
Contract assets and contract liabilities are further analysed as follows:
2024
2023
US$m
US$m
Contract assets (refer note 17)
– property
11
10
– engineering, heavy equipment, mining and construction
94
129
– other
7
18
112
157
– provision for impairment
(4)
(61)
108
96
Contract liabilities (refer note 31)
– property
128
571
– motor vehicles
293
320
– retail and restaurants
183
209
– engineering, heavy equipment, mining and construction
194
163
– other
69
54
867
1,317
At 31 December 2024, costs to fulfil contracts and costs to obtain contracts amounting to US$107 million (2023: US$90 million) and
US$2 million (2023: US$15 million) were capitalised, and US$268 million (2023: US$226 million) from costs to fulfil contracts and
US$13 million (2023: US$1 million) from costs to obtain contracts had been recognised in profit and loss during the year.
Jardine Matheson Annual Report 2024
120
Notes to the Financial Statements
3 Revenue (continued)
Revenue recognised in relation to contract liabilities
Revenue recognised in the current year relating to carried-forward contract liabilities:
2024
2023
US$m
US$m
Property
559
405
Motor vehicles
206
189
Retail and restaurants
146
214
Engineering, heavy equipment, mining and construction
95
82
Other
41
41
1,047
931
Revenue expected to be recognised on unsatisfied contracts with customers
Timing of revenue to be recognised on unsatisfied performance obligations:
Property
Motor
vehicles
Retail
and
restaurants
Engineering,
heavy
equipment,
mining and
construction
Other
Total
US$m
US$m
US$m
US$m
US$m
US$m
2024
Within one year
249
70
114
793
45
1,271
Between one and two years
33
28
45
283
13
402
Between two and three years
17
19
21
153
14
224
Between three and four years
5
7
2
36
–
50
Between four and five years
2
12
1
22
–
37
Beyond five years
2
–
–
67
–
69
308
136
183
1,354
72
2,053
2023
Within one year
751
107
74
790
44
1,766
Between one and two years
82
36
67
313
4
502
Between two and three years
21
17
54
114
1
207
Between three and four years
4
8
7
36
1
56
Between four and five years
3
8
–
24
–
35
Beyond five years
2
–
6
70
–
78
863
176
208
1,347
50
2,644
As permitted under IFRS 15 Revenue from Contracts with Customers, the revenue expected to be recognised in the next reporting
periods arising from unsatisfied performance obligations for contracts that have original expected durations of one year or less is
not disclosed.
121
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
4 Net operating costs
2024
2023
US$m
US$m
Cost of sales
(25,896)
(25,775)
Other operating income
494
634
Selling and distribution costs
(3,846)
(3,918)
Administration expenses
(2,425)
(2,385)
Other operating expenses
(727)
(391)
(32,400)
(31,835)
The following credits/(charges) are included in net operating costs:
Cost of stocks recognised as expense
(19,740)
(20,798)
Cost of properties for sale recognised as expense
(824)
(686)
Amortisation of intangible assets
(152)
(138)
Depreciation of tangible assets
(1,062)
(997)
Amortisation/depreciation of right-of-use assets
(928)
(913)
Depreciation of bearer plants
(32)
(30)
Impairment of intangible assets
– goodwill
(142)
(226)
– other
(27)
(14)
(169)
(240)
Impairment of tangible assets
(12)
(9)
Impairment of right-of-use assets
(5)
(10)
Write down of properties for sale
(147)
(29)
Write down of stocks and work in progress
(55)
(45)
Reversal of write down of stocks and work in progress
28
28
Impairment of financing debtors
(99)
(95)
Impairment of trade debtors, contract assets and other debtors
(16)
(28)
Operating expenses arising from investment properties
(182)
(177)
Net foreign exchange losses
(42)
(12)
Employee benefit expense
– salaries and benefits in kind
(3,619)
(3,617)
– share options granted
(12)
(12)
– defined benefit pension plans
(87)
(50)
– defined contribution pension plans
(86)
(85)
(3,804)
(3,764)
Expenses relating to low-value leases
(1)
(1)
Expenses relating to short-term leases
(150)
(180)
Expenses relating to variable lease payment not included in lease liabilities
(58)
(46)
Auditors’ remuneration
– audit
(24)
(23)
– non-audit services
(6)
(7)
(30)
(30)
Gain on lease modification and termination
5
3
Sublease income
6
7
Dividend income from equity investments
77
70
Interest income from debt investments
61
61
Rental income from properties
8
11
Write down of properties for sale comprised Hongkong Land’s properties in Chinese mainland (refer note 20) arising from the
deterioration in market conditions that resulted in projected sales prices being lower than development costs. A corresponding
deferred tax credit of US$11 million (2023: US$5 million) was recognised.
Jardine Matheson Annual Report 2024
122
Notes to the Financial Statements
4 Net operating costs (continued)
2024
2023
US$m
US$m
Net operating costs included the following gains/(losses) from non-trading items:
Change in fair value of other investments
(9)
11
Impairment of goodwill (refer note 10)
(142)
(226)
Loss relating to divestment of interest in Yonghui Superstores Co., Ltd (Yonghui) (refer note 23)
(114)
–
Sale and closure of businesses
(137)
36
Sale of a hotel
(31)
–
Sale of property interests
74
123
Restructuring of businesses
(22)
(13)
Other
(54)
(6)
(435)
(75)
5 Net financing charges
2024
2023
US$m
US$m
Interest expense
– bank loans and advances
(373)
(354)
– interest on lease liabilities
(143)
(130)
– other
(255)
(255)
(771)
(739)
Interest capitalised
18
22
Commitment and other fees
(43)
(52)
Financing charges
(796)
(769)
Financing income
270
253
(526)
(516)
123
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
6 Share of results of associates and joint ventures
2024
2023
US$m
US$m
By business:
Jardine Pacific
137
130
Zhongsheng
67
238
Hongkong Land
254
253
DFI Retail
84
53
Mandarin Oriental
13
(1)
Jardine Cycle & Carriage
118
122
Astra
635
611
Corporate and other interests
(9)
(20)
1,299
1,386
Share of results of associates and joint ventures included a write-down of US$178 million (2023: US$66 million) on the Chinese
mainland properties for sale in Hongkong Land’s property joint ventures, arising from the deterioration in market conditions that
resulted in projected sales prices being lower than development costs.
2024
2023
US$m
US$m
Share of results of associates and joint ventures included the following gains/(losses)
from non-trading items:
Change in fair value of investment properties
136
18
Change in fair value of other investments
27
11
Sale of businesses
28
–
Share of Zhongsheng’s results from 1 July 2022 to 31 December 2022 (refer note 9)
–
101
Other
(17)
(5)
174
125
Results are shown after tax and non-controlling interests in the associates and joint ventures.
Jardine Matheson Annual Report 2024
124
Notes to the Financial Statements
7 Tax
2024
2023
US$m
US$m
Tax charged to profit and loss is analysed as follows:
Current tax
(894)
(1,043)
Deferred tax
18
100
(876)
(943)
China
(151)
(160)
Southeast Asia
(683)
(761)
Rest of the world
(42)
(22)
(876)
(943)
Reconciliation between tax expense and tax at the applicable tax rate*:
Tax at applicable tax rate
(297)
(509)
Income not subject to tax
– change in fair value of investment properties
6
8
– other items
182
216
Expenses not deductible for tax purposes
– change in fair value of investment properties
(353)
(318)
– other items
(293)
(246)
Tax losses and temporary differences not recognised
(72)
(37)
Utilisation of previously unrecognised tax losses and temporary differences
17
28
Recognition of previously unrecognised tax losses and temporary differences
6
7
Deferred tax assets written off
(19)
(2)
Deferred tax liabilities written back
20
2
Overprovision in prior years
6
1
Withholding tax
(93)
(92)
(Provision)/overprovision of land appreciation tax in Chinese mainland
(6)
3
Effect of changes in tax legislation
14
–
Other
6
(4)
(876)
(943)
Tax relating to components of other comprehensive income is analysed as follows:
Remeasurements of defined benefit plans
(2)
4
Cash flow hedges
(1)
9
(3)
13
* The applicable tax rate for the year was 46.5% (2023: 26.5%) and represents the weighted average of the rates of taxation prevailing in the territories
in which the Group operates. The increase in applicable tax rate is mainly caused by a change in the geographic mix of the Group’s profits and losses.
Share of tax charge of associates and joint ventures of US$406 million (2023: US$282 million) is included in share of results of
associates and joint ventures. Share of tax charge of US$1 million (2023: tax credit of US$1 million) is included in other
comprehensive income of associates and joint ventures.
125
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
7 Tax (continued)
The Group is within the scope of the OECD Pillar Two model rules, and has applied the exception to recognising and disclosing
information about deferred tax assets and liabilities relating to Pillar Two income taxes from 1 January 2023.
Pillar Two legislation has been enacted or substantially enacted in certain jurisdictions in which the Group operates. The legislation
has become effective for the Group’s financial year ended 31 December 2024. The Group is in scope of the enacted or substantively
enacted legislation and has performed an assessment of the Group’s potential exposure to Pillar Two income taxes.
The assessment of the potential exposure to Pillar Two income taxes is based on the latest financial information for the year ended
31 December 2024 of the constituent entities in the Group. Based on the assessment, the effective tax rates in most of the
jurisdictions in which the Group operates are above 15%. However, there are a limited number of jurisdictions where the effective tax
rate is slightly below or close to 15%. The income tax expense related to Pillar Two income taxes in the relevant jurisdiction is
assessed to be immaterial.
8 Earnings/(loss) per share
Basic earnings/(loss) per share are calculated on loss attributable to shareholders of US$468 million (2023: profit of US$686 million)
and on the weighted average number of 290 million (2023: 290 million) shares in issue during the year.
Diluted earnings/(loss) per share are calculated on loss attributable to shareholders of US$468 million (2023: profit of
US$686 million), which is after adjusting for the effects of the conversion of dilutive potential ordinary shares of subsidiaries and
associates, and on the weighted average number of 290 million (2023: 290 million) shares in issue during the year. There was no
shares deemed to be issued for no consideration for the calculation of diluted earnings per share under the Senior Share Executive
Incentive Schemes for the years ended 31 December 2024 and 2023.
Additional basic and diluted earnings per share are also calculated based on underlying profit attributable to shareholders.
A reconciliation of earnings is set out below:
2024
2023
Basic
(loss)/
earnings
per share
Diluted
(loss)/
earnings
per share
Basic
earnings per
share
Diluted
earnings per
share
US$m
US$
US$
US$m
US$
US$
(Loss)/profit attributable to
shareholders
(468)
(1.61)
(1.61)
686
2.37
2.37
Non-trading items (refer note 9)
1,939
975
Underlying profit attributable to
shareholders
1,471
5.07
5.07
1,661
5.74
5.73
Jardine Matheson Annual Report 2024
126
Notes to the Financial Statements
9 Non-trading items
2024
2023
Profit before
tax
Attributable to
shareholders
Profit before
tax
Attributable to
shareholders
US$m
US$m
US$m
US$m
By business:
Jardine Pacific
(14)
(13)
25
23
Zhongsheng/Jardine Motor Interests
(293)
(293)
165
165
Hongkong Land
(1,847)
(1,005)
(1,290)
(701)
DFI Retail
(509)
(392)
(201)
(156)
Mandarin Oriental
(187)
(157)
(489)
(394)
Jardine Cycle & Carriage
(134)
(106)
55
54
Astra
(44)
(20)
(40)
(12)
Corporate and other interests
47
47
46
46
(2,981)
(1,939)
(1,729)
(975)
An analysis of non-trading items is set out below:
Change in fair value of investment properties
– Hongkong Land
(1,839)
(1,001)
(1,307)
(710)
– other
(238)
(208)
(454)
(356)
(2,077)
(1,209)
(1,761)
(1,066)
Change in fair value of other investments
18
22
22
35
Impairment of goodwill (refer note 10)
(142)
(112)
(226)
(172)
Impairment of associates (refer note 15)
(508)
(456)
–
–
Loss relating to divestment of interest in Yonghui
(refer note 23)
(114)
(89)
–
–
Sale and closure of businesses
(109)
(85)
35
44
Sale of hotel properties
(31)
(28)
–
(2)
Sale of property interests
74
67
123
105
Restructuring of businesses
(22)
(16)
(15)
(11)
Share of Zhongsheng’s results from 1 July 2022 to
31 December 2022
–
–
101
101
Other
(70)
(33)
(8)
(9)
(2,981)
(1,939)
(1,729)
(975)
Zhongsheng’s annual results had historically been reported after the Group’s results announcement. In previous years, the Group
had recognised its 21% share of Zhongsheng’s results based on publicly available reported results as at the Group’s reporting date
and the results were reported six months in arrears. From 2023, however, the Group had determined that a better representation of
Zhongsheng’s current performance would be given using management’s estimate of its share of Zhongsheng’s results on a calendar
year basis, based on an average of recent external analyst estimates.
This change had been adopted prospectively from 1 January 2023 as a change in estimate such that the Group’s 2023 results
included its share of Zhongsheng’s results for an eighteen-month period from 1 July 2022 to 31 December 2023. The Group’s share
of Zhongsheng’s results for the year ended 31 December 2023 were presented as underlying profit, and the results for 1 July 2022 to
31 December 2022 had been presented as a non-trading item so as not to distort the underlying performance.
127
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
10 Intangible assets
Goodwill
Franchise
rights
Concession
rights
Deferred
exploration
costs
Other
Total
US$m
US$m
US$m
US$m
US$m
US$m
2024
Cost
1,194
139
665
1,320
652
3,970
Amortisation and impairment
(364)
(2)
(77)
(842)
(411)
(1,696)
Net book value at 1 January
830
137
588
478
241
2,274
Exchange differences
(18)
(7)
(27)
1
(6)
(57)
New subsidiaries
4
–
–
–
25
29
Purchase price adjustment
(refer note 33 (c))
58
–
–
–
13
71
Additions
–
10
23
55
71
159
Disposals
(38)
–
–
–
(1)
(39)
Amortisation
–
(1)
(9)
(72)
(70)
(152)
Impairment charge
(142)
–
–
(19)
(8)
(169)
Net book value at 31 December
694
139
575
443
265
2,116
Cost
1,071
146
657
1,376
693
3,943
Amortisation and impairment
(377)
(7)
(82)
(933)
(428)
(1,827)
694
139
575
443
265
2,116
2023
Cost
1,273
136
623
1,270
587
3,889
Amortisation and impairment
(188)
(1)
(62)
(772)
(381)
(1,404)
Net book value at 1 January
1,085
135
561
498
206
2,485
Exchange differences
8
2
11
1
1
23
New subsidiaries
45
–
–
–
38
83
Additions
–
–
29
51
69
149
Disposals
(72)
–
–
–
(6)
(78)
Amortisation
–
–
(13)
(60)
(65)
(138)
Impairment charge
(236)
–
–
(12)
(2)
(250)
Net book value at 31 December
830
137
588
478
241
2,274
Cost
1,194
139
665
1,320
652
3,970
Amortisation and impairment
(364)
(2)
(77)
(842)
(411)
(1,696)
830
137
588
478
241
2,274
2024
2023
US$m
US$m
Goodwill allocation by business:
Jardine Pacific
22
31
DFI Retail
94
266
Mandarin Oriental
40
37
Astra
538
496
694
830
Jardine Matheson Annual Report 2024
128
Notes to the Financial Statements
10 Intangible assets (continued)
Goodwill relating to DFI Retail is allocated to groups of cash-generating units (CGU) identified by banners or groups of stores
acquired in each geographical segment. Management has assessed the recoverable amounts of each CGU based on value-in-use
calculations using cash flow projections in the approved budgets which have forecasts covering a period of three years and
projections for a further two years. Cash flows beyond the projection periods were extrapolated using the assumptions on average
sales growth rates, average annual profit growth rates, pre-tax discount rates and long-term growth rates. The pre-tax discount rates
reflected business specific risks relating to the relevant industries, business life-cycle and the risk related to the places of operation.
Following the above impairment review, total goodwill relating to DFI Retail of US$133 million (2023: US$171 million) was impaired
in 2024. Included in the impairment was a charge of US$120 million (2023: US$60 million) against goodwill relating to its San Miu
business in Macau. Goodwill relating to San Miu in Macau was reduced to its recoverable amount of US$120 million in 2023 and was
fully impaired in 2024. During 2023, the goodwill relating to its Giant business in Singapore of US$83 million was fully impaired.
The recoverable amounts based on the value-in-use calculation under the impairment review in DFI Retail in 2023 were inherently
sensitive to changes in assumptions. Summary of significant assumptions used and sensitivities on how the recoverable amounts
would change if the assumptions changed by a reasonable amount for San Miu are listed below:
2024
2023
DFI retail
Group’s
attributable
share
DFI retail
Group’s
attributable
share
US$m
US$m
US$m
US$m
Principal countries of operation
Macau
Macau
Goodwill allocated after impairment
–
120
Assumptions used:
Cash flow projection period
5 years
5 years
Average sales growth rate
2.2%
5.1%
Average gross profit growth rate
0.8%
6.3%
Pre-tax discount rate
9.9%
10.9%
Long-term growth rate
2.2%
2.5%
Sensitivities on recoverable amounts:
A further impairment charge if:
– average sales growth rate conforms to long-term
growth rate of 2.5%
N/A
N/A
(34)
(26)
– average gross profit growth rate 1.5% lower
N/A
N/A
(36)
(28)
– pre-tax discount rate 1.0% higher
N/A
N/A
(16)
(13)
– long-term growth rate 1.0% lower
N/A
N/A
(12)
(9)
The changes in the average sales growth rate and average gross profit growth rate between 2024 and 2023 reflected management’s
adjusted expectations due to the poor market recovery of the San Miu business. These unfavourable changes led to an additional
impairment charge in 2024.
Key assumptions used for value-in-use calculation for Giant business in Singapore in 2023 included average sales growth rate of
1.0% and average gross profit growth rate of 0.3%. Cash flows beyond the five-year period were extrapolated using long-term growth
rate of 1.0% and pre-tax discount rate of 9.6%.
129
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
10 Intangible assets (continued)
Key assumptions used for value-in-use calculations for the remaining balances of DFI Retail goodwill in 2024 include budgeted gross
margins between 37% and 64% (2023: 27% and 36%) and long-term sales growth rates between 2% and 2.2% (2023: 1% and
4.5%) to project cash flows, which vary across the group’s business segments and geographical locations, over a five-year period,
and were based on management’s expectations for the market development; and pre-tax discount rate of 9% (2023: 12% and 13%)
applied to the cash flow projections. The discount rates used reflect business specific risks relating to the relevant industry, business
life-cycle and geographical location. On the basis of this review, DFI Retail management concluded that no further impairment
was required.
Goodwill relating to Astra mainly represents goodwill arising from the acquisition of shares in Astra which is regarded as an operating
segment, and those arising from Astra’s acquisition of subsidiaries. The impairment review of goodwill in 2024 was made by
comparing the carrying amount of Astra, including the goodwill arising from the acquisition of shares, with the recoverable amount.
The recoverable amount is determined based on a value-in-use calculation. This calculation uses pre-tax cash flow projections
based on financial budgets approved by management covering a three-year period. Cash flows beyond the three-year period are
extrapolated using estimated growth rates between 5% and 6% and a pre-tax discount rate of 15%. The growth rate does not exceed
the long-term average growth rate of the industries that Astra operates in. The pre-tax discount rate reflects business specific risks
relating to Astra. For 2023, the carrying amount of Astra was compared with the recoverable amount measured with reference to the
quoted market price of the shares held. On the basis of these reviews, management concluded no impairment had occurred at
31 December 2024 and 2023.
Franchise rights mainly include rights under franchise agreements with automobile and heavy equipment manufacturers. These
franchise agreements are deemed to have indefinite lives because either they do not have any term of expiry or their renewal would
be probable and would not involve significant costs, taking into account the history of renewal and the relationships between the
franchisee and the contracting parties. The carrying amounts of these franchise rights comprise mainly Astra’s automotive of
US$47 million (2023: US$49 million) and heavy equipment of US$84 million (2023: US$88 million), are not amortised as such rights
will contribute cash flows for an indefinite period. Management has performed an impairment review of the carrying amounts of these
franchise rights at 31 December 2024 and has concluded that no impairment has occurred. The impairment review was made by
comparing the carrying amounts of the CGU in which the franchise rights reside with the recoverable amounts of the CGU. The
recoverable amounts of the CGU are determined based on value-in-use calculations. These calculations use pre-tax cash flow
projections based on financial budgets approved by management covering a three-year period. Cash flows beyond the three-year
period are extrapolated using growth rates between 3% and 4% (2023: 3% and 4%). Pre-tax discount rates between 19% and 22%
(2023: 20% and 23%) reflecting specific risks relating to the relevant industries, are applied to the cash flow projections.
Other intangible assets comprise trademarks and computer software.
The amortisation charges are all recognised in arriving at operating profit and are included in cost of sales, selling and distribution
costs and administration expenses.
The remaining amortisation periods for intangible assets are as follows:
Concession rights
by traffic volume over 31 to 35 years
Computer software
up to 8 years
Deferred exploration costs
by unit of production
Other
various
Jardine Matheson Annual Report 2024
130
Notes to the Financial Statements
11 Tangible assets
Freehold
properties
Buildings
on
leasehold
land
Leasehold
improve-
ments
Mining
properties
Plant &
machinery
Furniture,
equipment
& motor
vehicles
Total
US$m
US$m
US$m
US$m
US$m
US$m
US$m
2024
Cost
541
2,378
1,472
2,223
6,807
2,297
15,718
Depreciation and impairment
(85)
(1,093)
(1,035)
(1,065)
(4,405)
(1,450)
(9,133)
Net book value at 1 January
456
1,285
437
1,158
2,402
847
6,585
Exchange differences
(6)
(48)
(11)
(20)
(93)
(35)
(213)
New subsidiaries
–
7
–
–
2
6
15
Purchase price adjustment
(refer note 33(c))
–
3
–
(82)
–
–
(79)
Additions
8
122
119
–
735
312
1,296
Disposals
(13)
(37)
(5)
–
(37)
(15)
(107)
Transfer from right-of-use assets
–
–
–
–
1
–
1
Transfer from/(to) investment
properties (refer note 13)
–
139
(1)
–
–
–
138
Transfer from/(to) stock and work
in progress
–
–
–
–
34
(20)
14
Classified as held for sale
–
(2)
–
–
–
–
(2)
Depreciation charge
(7)
(90)
(106)
(84)
(544)
(231)
(1,062)
Impairment charge
–
–
(2)
–
(9)
(1)
(12)
Net book value at 31 December
438
1,379
431
972
2,491
863
6,574
Cost
524
2,688
1,494
2,094
6,955
2,368
16,123
Depreciation and impairment
(86)
(1,309)
(1,063)
(1,122)
(4,464)
(1,505)
(9,549)
438
1,379
431
972
2,491
863
6,574
2023
Cost
975
2,344
1,558
1,746
5,738
2,124
14,485
Depreciation and impairment
(117)
(1,053)
(1,049)
(989)
(4,084)
(1,340)
(8,632)
Net book value at 1 January
858
1,291
509
757
1,654
784
5,853
Exchange differences
29
83
(49)
(4)
19
2
80
New subsidiaries
–
–
–
471
2
–
473
Additions
1
82
121
–
1,258
337
1,799
Disposals
(114)
(35)
(23)
–
(40)
(21)
(233)
Revaluation surplus before transfer
to investment properties
–
1
–
–
–
–
1
Transfer to investment properties
–
(9)
–
–
–
–
(9)
Transfer from/(to) stock and work
in progress
–
–
–
–
16
(22)
(6)
Reclassified from assets held for sale
–
17
–
–
–
–
17
Classified as held for sale
(307)
(51)
(7)
–
(16)
(3)
(384)
Depreciation charge
(10)
(92)
(110)
(66)
(490)
(229)
(997)
Impairment charge
(1)
(2)
(4)
–
(1)
(1)
(9)
Net book value at 31 December
456
1,285
437
1,158
2,402
847
6,585
Cost
541
2,378
1,472
2,223
6,807
2,297
15,718
Depreciation and impairment
(85)
(1,093)
(1,035)
(1,065)
(4,405)
(1,450)
(9,133)
456
1,285
437
1,158
2,402
847
6,585
131
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
11 Tangible assets (continued)
Rental income from properties and other tangible assets amounted to US$393 million (2023: US$344 million) with contingent rents of
US$4 million (2023: US$3 million).
The maturity analysis of the undiscounted lease payments to be received after the balance sheet date are as follows:
2024
2023
US$m
US$m
Within one year
62
112
Between one and two years
28
60
Between two and five years
22
70
Beyond five years
–
25
112
267
At 31 December 2024, the carrying amount of tangible assets pledged as security for borrowings amounted to US$26 million
(2023: US$367 million) (refer note 29).
12 Right-of-use assets
Leasehold
land
Properties
Plant &
machinery
Motor
vehicles
Total
US$m
US$m
US$m
US$m
US$m
2024
Cost
1,369
7,187
145
86
8,787
Amortisation/depreciation and impairment
(503)
(4,088)
(70)
(46)
(4,707)
Net book value at 1 January
866
3,099
75
40
4,080
Exchange differences
(31)
(56)
(3)
(2)
(92)
New subsidiaries
17
1
–
–
18
Purchase price adjustment (refer note 33(c))
(7)
–
–
–
(7)
Additions
21
341
41
26
429
Disposals
(5)
(35)
–
–
(40)
Revaluation surplus before transfer to investment
properties
97
–
–
–
97
Transfer to tangible assets
–
–
(1)
–
(1)
Transfer from investment properties (refer note 13)
68
–
–
–
68
Classified as held for sale
(4)
–
–
–
(4)
Modifications to lease terms
–
409
–
–
409
Amortisation/depreciation charge
(55)
(801)
(44)
(28)
(928)
Impairment charge
–
(5)
–
–
(5)
Net book value at 31 December
967
2,953
68
36
4,024
Cost
1,509
7,226
122
87
8,944
Amortisation/depreciation and impairment
(542)
(4,273)
(54)
(51)
(4,920)
967
2,953
68
36
4,024
Jardine Matheson Annual Report 2024
132
Notes to the Financial Statements
12 Right-of-use assets (continued)
Leasehold
land
Properties
Plant &
machinery
Motor
vehicles
Total
US$m
US$m
US$m
US$m
US$m
2023
Cost
1,378
6,933
274
200
8,785
Amortisation/depreciation and impairment
(465)
(3,779)
(198)
(159)
(4,601)
Net book value at 1 January
913
3,154
76
41
4,184
Exchange differences
12
(1)
2
–
13
New subsidiaries
12
–
–
–
12
Additions
37
279
46
28
390
Disposals
(26)
(145)
–
–
(171)
Revaluation surplus before transfer to investment
properties
63
–
–
–
63
Transfer to investment properties
(74)
–
–
–
(74)
Transfer to stock and work in progress
–
–
(1)
–
(1)
Reclassified from assets held for sale
29
–
–
–
29
Classified as held for sale
(34)
(18)
–
–
(52)
Modifications to lease terms
(12)
624
(1)
(1)
610
Amortisation/depreciation charge
(54)
(784)
(47)
(28)
(913)
Impairment charge
–
(10)
–
–
(10)
Net book value at 31 December
866
3,099
75
40
4,080
Cost
1,369
7,187
145
86
8,787
Amortisation/depreciation and impairment
(503)
(4,088)
(70)
(46)
(4,707)
866
3,099
75
40
4,080
The typical lease term associated with the right-of-use assets are as follows:
Leasehold land
5 to 99 years
Properties
1 to 20 years
Plant & machinery
1 to 5 years
Motor vehicles
1 to 6 years
Leasehold land included a hotel property in Hong Kong with carrying value of US$122 million (2023: US$122 million) which is
amortised over 895 years.
At 31 December 2024, none of the Group’s right-of-use assets had been pledged as security for borrowings. Leasehold land of
US$122 million was pledged as security for borrowings at 31 December 2023 (refer note 29).
133
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Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
13 Investment properties
Commercial properties
Residential properties
Completed
Under
development
Completed
Under
development
Total
US$m
US$m
US$m
US$m
US$m
2024
At 1 January
27,018
2,150
676
322
30,166
Exchange differences
87
13
7
2
109
Additions
78
184
–
–
262
Disposals
(6)
(1)
(13)
–
(20)
Transfer from/(to) tangible assets#
(140)
1
1
–
(138)
Transfer from/(to) right-of-use assets#
(85)
(71)
88
–
(68)
Classified as held for sale
(19)
–
–
–
(19)
Change in fair value#
(1,991)
(211)
(9)
(2)
(2,213)
At 31 December
24,942
2,065
750
322
28,079
Freehold properties
122
Leasehold properties
27,957
28,079
2023
At 1 January
28,291
2,560
661
301
31,813
Exchange differences
(59)
(5)
(2)
(1)
(67)
Additions
59
80
–
–
139
Disposals
(23)
–
–
–
(23)
Transfer from tangible assets
7
2
–
–
9
Transfer from right-of-use assets
74
–
–
–
74
Change in fair value
(1,331)
(487)
17
22
(1,779)
At 31 December
27,018
2,150
676
322
30,166
Freehold properties
149
Leasehold properties
30,017
30,166
# Movements in completed commercial properties in 2024 included the Group’s reclassification of properties in Hong Kong, which are used for its own
purposes (including as offices, hotel and retail outlets), to tangibles assets of US$142 million (cost of US$343 million and accumulated depreciation of
US$201 million) and right-of-use assets of US$94 million (cost of US$102 million and accumulated depreciation of US$8 million). Decrease in fair
value for 2024 included US$474 million reversal of cumulative historical fair value gains on these reclassified properties.
The Group measures its investment properties at fair value. The fair values of the Group’s investment properties at
31 December 2024 and 2023 have been determined on the basis of valuations carried out by independent valuers hold a recognised
relevant professional qualification and have recent experience in the locations and segments of the investment properties valued.
The completed commercial properties were principally held by Hongkong Land. The under development commercial properties were
principally held by Mandarin Oriental.
Hongkong Land and Mandarin Oriental engaged Jones Lang LaSalle to value their commercial investment properties in Hong Kong,
Chinese mainland, Singapore and Cambodia which are either freehold or held under leases with unexpired lease terms of more than
25 years. The valuations, which conform to the International Valuation Standards issued by the International Valuation Standards
Council and the HKIS Valuation Standards issued by the Hong Kong Institute of Surveyors, were arrived at by reference to the net
income, allowing for reversionary potential, of each completed commercial property and residual method for under development
commercial properties. The valuations are comprehensively reviewed by Hongkong Land and Mandarin Oriental.
Jardine Matheson Annual Report 2024
134
Notes to the Financial Statements
13 Investment properties (continued)
Fair value measurements of residential properties using no significant unobservable inputs (Level 2)
Fair values of completed residential properties are generally derived using the direct comparison method. This valuation method is
based on comparing the property to be valued directly with other comparable properties, which have recently transacted. However,
given the heterogeneous nature of real estate properties, appropriate adjustments are usually required to allow for any qualitative
differences that may affect the price likely to be achieved by the property under consideration.
Fair value measurements of commercial properties using significant unobservable inputs (Level 3)
Fair values of completed commercial properties in Hong Kong, the Chinese mainland and Singapore are generally derived using the
income capitalisation method. This valuation method is based on the capitalisation of the net income and reversionary income
potential by adopting appropriate capitalisation rates, which are derived from analysis of sale transactions and valuers’ interpretation
of prevailing investor requirements or expectations. The prevailing market rents adopted in the valuation have reference to valuers’
views of recent lettings, within the subject properties and other comparable properties.
Fair values of completed commercial properties in Cambodia are generally derived using the discounted cash flow method. The net
present value of the income stream is estimated by applying an appropriate discount rate which reflects the risk profile.
Fair values of under development commercial properties in Hongkong Land and Mandarin Oriental are generally derived using the
residual method. This valuation method is essentially a means of valuing the land by reference to its development potential by
deducting development costs together with developer’s profit and risk from the estimated capital value of the proposed development
assuming completion as at the date of valuation.
The table below analyses the Group’s investment properties carried at fair value, by the levels in the fair value measurement
hierarchy:
Commercial properties
Residential properties
Total
Completed
Under
development
Completed
Under
development
US$m
US$m
US$m
US$m
US$m
2024
Fair value measurements using
– no significant unobservable inputs
202
14
750
–
966
– significant unobservable inputs
24,740
2,051
–
322
27,113
24,942
2,065
750
322
28,079
2023
Fair value measurements using
– no significant unobservable inputs
207
2
676
–
885
– significant unobservable inputs
26,811
2,148
–
322
29,281
27,018
2,150
676
322
30,166
135
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
13 Investment properties (continued)
Movement of investment properties which are valued based on unobservable inputs during the years ended 31 December 2024 and
2023 are as follows:
Commercial properties
Residential properties
Total
Completed
Under
development
Under
development
US$m
US$m
US$m
US$m
2024
At 1 January
26,811
2,148
322
29,281
Exchange differences
92
14
2
108
Additions
78
182
–
260
Disposals
(6)
–
–
(6)
Transfer to tangible assets
(141)
–
–
(141)
Transfer to right-of-use assets
(88)
(82)
–
(170)
Classified as held for sale
(19)
–
–
(19)
Change in fair value
(1,987)
(211)
(2)
(2,200)
At 31 December
24,740
2,051
322
27,113
2023
At 1 January
28,095
2,560
301
30,956
Exchange differences
(62)
(5)
(1)
(68)
Additions
50
80
–
130
Disposals
(23)
–
–
(23)
Transfer from tangible assets
9
–
–
9
Transfer from right-of-use assets
74
–
–
74
Change in fair value
(1,332)
(487)
22
(1,797)
At 31 December
26,811
2,148
322
29,281
The Group’s policy is to recognise transfers between fair value measurement categories as of the date of the event or change in
circumstances that caused the transfer.
Jardine Matheson Annual Report 2024
136
Notes to the Financial Statements
13 Investment properties (continued)
Information about fair value measurements of Hongkong Land’s and Mandarin Oriental’s commercial properties using significant
unobservable inputs at 31 December 2024 and 2023:
Fair value
Valuation method
Range of significant unobservable inputs
Prevailing market
rent per month
Capitalisation/
discount rate
US$m
US$
%
2024
Hongkong Land
Completed properties:
Hong Kong – office
18,593
Income capitalisation
12.8 per square foot
2.90 to 3.50
– retail
4,110
Income capitalisation
28.8 per square foot
4.25 to 5.00
22,703
Chinese mainland
996
Income capitalisation
105.1 per square metre
3.50
Singapore
581
Income capitalisation
7.5 per square foot
3.35 to 4.80
Cambodia
66
Discounted cash flow
21.0 to 30.0 per square metre
12.50 to 13.50
Total
24,346
Mandarin Oriental
Under development property:
Hong Kong
2,003
Residual
7.2 to 9.8 per square foot
2.55 to 3.95
2023
Hongkong Land
Completed properties:
Hong Kong – office
20,910
Income capitalisation
14.0 per square foot
2.90 to 3.50
– retail
3,847
Income capitalisation
22.3 per square foot
4.50 to 5.00
24,757
Chinese mainland
952
Income capitalisation
104.4 per square metre
3.75
Singapore
597
Income capitalisation
7.7 per square foot
3.35 to 4.80
Cambodia
82
Discounted cash flow
21.0 to 30.0 per square metre
12.50 to 13.50
Total
26,388
Mandarin Oriental
Under development property:
Hong Kong
1,972
Residual
8.2 to 10.4 per square foot
2.55 to 3.95
Prevailing market rents are estimated based on independent valuers’ view of recent lettings, within the subject properties and other
comparable properties. Capitalisation and discount rates are estimated by independent valuers based on the risk profile of the
properties being valued.
137
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
13 Investment properties (continued)
An increase/decrease to prevailing market rent will increase/decrease valuations, while an increase/decrease to capitalisation/
discount rate will decrease/increase valuations. Sensitivity analyses have been performed to assess the impact on the valuations of
changes in the two significant unobservable inputs for prevailing market rents and capitalisation rates on Hongkong Land’s
completed commercial properties and Mandarin Oriental’s under development commercial property in Hong Kong, which contributed
88% (2023: 89%) of the total investment properties at 31 December 2024. The impact of any reasonably possible change in the
assumptions for other investment properties would not be material. The Group believes this captures the range of variations in these
key valuation assumptions. The results are shown in the table below:
Change in
assumption
Increase/(decrease) in valuations
Hongkong Land
Completed properties
Mandarin Oriental
Under development property
Increase in
assumption
Decrease in
assumption
Increase in
assumption
Decrease in
assumption
%
US$m
US$m
US$m
US$m
2024
Prevailing market rent per month
5.00
1,035
(1,062)
104
(104)
Capitalisation rate
0.10
(661)
703
(76)
82
2023
Prevailing market rent per month
5.00
1,159
(1,150)
110
(115)
Capitalisation rate
0.10
(710)
755
(83)
83
The maturity analysis of lease payments, showing the undiscounted lease payments to be received over the remainder of the
contractual lease term after the balance sheet date, including the estimated impact on lease payments from contractual rent reviews,
are as follows:
2024
2023
US$m
US$m
Within one year
732
769
Between one and two years
582
585
Between two and three years
437
440
Between three and four years
265
316
Between four and five years
190
177
Beyond five years
313
318
2,519
2,605
Generally the Group’s operating leases in respect of investment properties are for terms of three or more years.
At 31 December 2024, the carrying amount of investment properties pledged as security for borrowings amounted to US$996 million
(2023: US$952 million) (refer note 29).
Jardine Matheson Annual Report 2024
138
Notes to the Financial Statements
14 Bearer plants
2024
2023
US$m
US$m
Cost
749
702
Depreciation
(268)
(237)
Net book value at 1 January
481
465
Exchange differences
(22)
9
Additions
35
37
Depreciation charge
(32)
(30)
Net book value at 31 December
462
481
Immature bearer plants
89
97
Mature bearer plants
373
384
462
481
Cost
746
749
Depreciation
(284)
(268)
462
481
The Group’s bearer plants are primarily for the production of palm oil.
At 31 December 2024 and 2023, the Group’s bearer plants had not been pledged as security for borrowings.
15 Associates and joint ventures
2024
2023
US$m
US$m
Associates
Listed associates
– Zhongsheng
1,342
1,301
– Nickel Industries
575
609
– Robinsons Retail
248
308
– Siam City Cement
–
309
– Yonghui
–
315
– other
339
275
2,504
3,117
Unlisted associates
2,234
2,266
Share of attributable net assets
4,738
5,383
Goodwill on acquisition
333
1,199
5,071
6,582
Amounts due from associates
435
466
5,506
7,048
Joint ventures
Share of attributable net assets of unlisted joint ventures
10,663
10,707
Goodwill on acquisition
95
96
10,758
10,803
Amounts due from joint ventures
1,574
1,923
12,332
12,726
17,838
19,774
139
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
15 Associates and joint ventures (continued)
Fair value of the Group’s listed associates at 31 December 2024, which were based on the quoted prices in active markets,
amounted to US$2,288 million (2023: US$3,468 million).
Siam City Cement was disposed of in August 2024 (refer note 33(i)).
In September 2024, DFI Retail signed a share transfer agreement with a third party to sell its entire interest in Yonghui. The interest
in Yonghui, with a carrying value of US$759 million, was reclassified to assets held for sale (refer note 23) and the equity basis of
accounting was discontinued.
To align with market practice, amounts due to associates and joint ventures totalling US$1,301 million, which were previously
reported net against associates and joint ventures at 31 December 2023 based on how these balances were intended to be settled,
are now reclassified and presented within creditors (refer note 31). The previously reported balances of current and non-current
creditors at 31 December 2023 increased by US$449 million and US$852 million, respectively. The related cash flows in 2023 of
US$56 million and US$165 million, which were previously included in investing activities as advances to associates and joint
ventures and repayments from associates and joint ventures, respectively, are now reclassified and presented under financing
activities. The adjustments to the balances at 1 January 2023 were to reclassify US$1,289 million from associates and joint ventures
to current creditors of US$502 million and non-current creditors of US$787 million.
Amounts due from associates are interest free, unsecured and have no fixed terms of repayment.
Amounts due from joint ventures bear interests at fixed rates up to 7% per annum and are repayable within one to six years.
Associates
Joint ventures
2024
2023
2024
2023
US$m
US$m
US$m
US$m
Movements of associates and joint ventures during the
year:
At 1 January
7,048
6,163
12,726
12,982
Share of results after tax and non-controlling interests
390
528
909
858
Share of net exchange translation (loss)/gain arising during
the year after non-controlling interests
(125)
(105)
(360)
23
Share of other comprehensive income/(expense) after tax
and non-controlling interests
11
(5)
(17)
6
Dividends received
(283)
(235)
(696)
(648)
Acquisitions, other increases in attributable interests and
advances
148
801
383
768
Other disposals, decreases in attributable interests and
repayment of advances
(415)
(102)
(573)
(1,259)
Classified as held for sale (refer note 23)
(759)
–
(39)
–
Impairment
(508)
–
–
–
Other
(1)
3
(1)
(4)
At 31 December
5,506
7,048
12,332
12,726
Jardine Matheson Annual Report 2024
140
Notes to the Financial Statements
15 Associates and joint ventures (continued)
An impairment review was performed by management on the carrying values of investment in associates and joint ventures at
31 December 2024. Following the review, the fair values of DFI Retail’s investment in Robinsons Retail and Corporate’s investment
in Zhongsheng were below their carrying values. Management conducted impairment reviews by using value-in-use calculations and
concluded impairment of US$231 million (Group’s attributable share of US$179 million) and US$277 million were required on
Robinsons Retail and Zhongsheng, respectively. The impairment on Robinsons Retail was in addition to the US$171 million
(Group’s attributable share of US$133 million) made in 2022.
To calculate the value-in-use for Robinsons Retail in 2024, management has estimated the discounted future cash inflows derived
from holding the investment and from its ultimate disposal. For the disposal cash inflow, management has used Robinsons Retail’s
12-month average share price and referred to industry benchmarks for retail mergers and acquisitions, specifically to determine the
average premium applied to the prevailing share price for these transactions. A discount rate of 11% was applied in calculating the
discounted future cash inflows. A 10% decrease in the disposal cash inflow would result in a further impairment of US$24 million.
The other impairment reviews were performed by comparing the carrying amounts of the associates with the recoverable amounts.
The recoverable amounts were determined based on value-in-use calculations using cash flow projections approved by management
covering projection periods considered appropriate. Cash flows beyond the projection periods were extrapolated using the estimates.
The growth rates did not exceed the long-term average industry growth rates in the countries of operation, and the pre-tax discount
rates reflected business specific risks relating to the relevant industries and the risk related to the countries of operation.
To calculate the value-in-use for Zhongsheng, management has prepared detailed estimates for the next five years. The key
assumptions used in 2024 included probability weighted average revenue growth rate of 4.6%. Cash flows beyond the five-year
period are extrapolated using a probability weighted long-term growth rate of 2.1% and a pre-tax discount rate of 15.4%. The model
is sensitive to changes in key assumptions. A 0.5% decrease in average revenue growth and a 1% increase in pre-tax discount rate
would result in further impairment of US$43 million and US$115 million, respectively.
At 31 December 2023, the fair values of DFI Retail’s investment in Yonghui and Robinsons Retail, and Jardine Cycle & Carriage’s
investment in Siam City Cement were below their respective carrying values. Management had performed impairment reviews on
their carrying values and concluded that value-in-use calculations supported no impairment charges were required.
141
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
15 Associates and joint ventures (continued)
The recoverable amounts based on the value-in-use calculations under the impairment reviews were inherently sensitive to changes
in assumptions. Summary of significant assumptions used and sensitivities on recoverable amounts for impairment reviews on major
associates, including Robinsons Retail, Yonghui and Siam City Cement in 2023 were as follows:
Robinsons Retail
Yonghui
Siam City CementΛ
DFI Retail
Group’s
attributable
share
DFI Retail
Group’s
attributable
share
Jardine
Cycle &
Carriage
Group’s
attributable
share
US$m
US$m
US$m
US$m
US$m
US$m
2023
Principal countries of operation
The
Philippines
China
Thailand
and
Vietnam
Goodwill allocated
125
477
94
Assumptions used:
Cash flow projection period
5 years
5 years
4 years
Average revenue growth rate
4.0%
3.6%
N/A
Average PBIT growth rate
10.7%
1.6%
N/A
Pre-tax discount rate
13.7%
8.4%
13.4%
Long-term growth rate
3.0%
2.0%
2.6 – 3.5%
Sensitivities on recoverable amounts:
An impairment charge if:
– average revenue growth 1.0% lower
(29)
(22)
(322)
(250)
N/A
N/A
– EBITDA margin 4.0% lower
N/A
N/A
N/A
N/A
(83)
(65)
– PBIT margin 0.4% lower
N/A
N/A
(121)
(93)
N/A
N/A
– pre-tax discount rate 1.0% higher
–
–
(113)
(88)
(13)
(10)
– long-term growth rate
– 0.5% lower
N/A
N/A
(21)
(17)
–
–
– 1.0% lower
–
–
N/A
N/A
N/A
N/A
Λ Disposed of in 2024.
Jardine Matheson Annual Report 2024
142
Notes to the Financial Statements
15 Associates and joint ventures (continued)
(a) Investment in associates
The material associates of the Group are listed below. These associates have share capital consisting solely of ordinary shares,
which are held directly by the Group.
Nature of investments in material associates in 2024 and 2023:
Name of entity
Nature of business
Place of incorporation/
principal place of business/
place of listing
% of ownership
interest
2024
2023
Zhongsheng Group Holdings Limited
(Zhongsheng)
Automotive
Cayman Islands/
Chinese mainland/
Hong Kong
21
21
Maxim’s Caterers Limited (Maxim’s)
Restaurants
Hong Kong/Hong Kong/
Unlisted
50
50
Robinsons Retail Holdings, Inc.
(Robinsons Retail)
Health and beauty, food,
department stores,
specialty and DIY stores
The Philippines/
The Philippines/
The Philippines
22
21
Yonghui Superstores Co., Ltd (Yonghui)†
Food
China/Chinese mainland/
Shanghai
21
21
Truong Hai Group Corporation (THACO)
Automotive, property
development and agriculture
Vietnam/Vietnam/
Unlisted
27
27
Siam City Cement Public Company
Limited (Siam City Cement)
Cement manufacturing
Thailand/Thailand/
Thailand
–
26
† Reclassified as assets held for sale in September 2024.
143
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
15 Associates and joint ventures (continued)
Summarised financial information for material associates
Summarised balance sheets at 31 December (unless otherwise indicated):
ZhongshengΩ
Maxim’s
Robinsons
Retail§
Yonghui†
THACO
Siam City
CementΛ
US$m
US$m
US$m
US$m
US$m
US$m
2024
Non-current assets
6,213
2,612
1,781
N/A
4,253
–
Current assets
Cash and cash equivalents
2,360
195
161
N/A
65
–
Other current assets
6,148
263
633
N/A
3,490
–
Total current assets
8,508
458
794
N/A
3,555
–
Non-current liabilities
Financial liabilities*
(2,323)
(604)
(510)
N/A
(1,287)
–
Other non-current liabilities*
(484)
(179)
(112)
N/A
(210)
–
Total non-current liabilities
(2,807)
(783)
(622)
N/A
(1,497)
–
Current liabilities
Financial liabilities*
(2,362)
(889)
(275)
N/A
(2,625)
–
Other current liabilities*
(3,269)
(108)
(429)
N/A
(1,357)
–
Total current liabilities
(5,631)
(997)
(704)
N/A
(3,982)
–
Non-controlling interests
(23)
(141)
(86)
N/A
(322)
–
Net assets
6,260
1,149
1,163
N/A
2,007
–
2023
Non-current assets
6,214
2,663
2,024
5,321
3,765
1,841
Current assets
Cash and cash equivalents
2,257
201
164
931
66
176
Other current assets
5,190
291
591
1,725
3,264
268
Total current assets
7,447
492
755
2,656
3,330
444
Non-current liabilities
Financial liabilities*
(2,181)
(933)
(632)
(2,980)
(1,313)
(424)
Other non-current liabilities*
(488)
(169)
(104)
(32)
(182)
(151)
Total non-current liabilities
(2,669)
(1,102)
(736)
(3,012)
(1,495)
(575)
Current liabilities
Financial liabilities*
(2,524)
(708)
(179)
(999)
(1,728)
(224)
Other current liabilities*
(2,401)
(107)
(382)
(2,628)
(1,639)
(249)
Total current liabilities
(4,925)
(815)
(561)
(3,627)
(3,367)
(473)
Non-controlling interests
(43)
(131)
(82)
(7)
(297)
(26)
Net assets
6,024
1,107
1,400
1,331
1,936
1,211
* Financial liabilities exclude trade and other payables and provisions, which are presented under other current and non-current liabilities.
Ω Based on the unaudited summarised balance sheets at 30 June 2024 and 2023.
§ Based on the unaudited summarised balance sheets at 30 September 2024 and 2023.
† Reclassified as assets held for sale in September 2024. 2023 information was based on the unaudited summarised balance sheet at
30 September 2023.
Λ Disposed of in 2024.
Jardine Matheson Annual Report 2024
144
Notes to the Financial Statements
15 Associates and joint ventures (continued)
Summarised financial information on comprehensive income for the year ended 31 December (unless otherwise indicated):
ZhongshengΩ
Maxim’s
Robinsons
Retail§
Yonghui†
THACO
Siam City
CementΛ
US$m
US$m
US$m
US$m
US$m
US$m
2024
Revenue
24,523
3,070
3,461
N/A
2,916
–
Depreciation and amortisation
N/A
(435)
(129)
N/A
(134)
–
Interest income
N/A
4
3
N/A
102
–
Interest expense
N/A
(48)
(54)
N/A
(233)
–
Profit from underlying business
performance
N/A
169
117
N/A
171
–
Tax
N/A
(28)
(25)
N/A
(19)
–
Profit after tax from underlying
business performance
N/A
141
92
N/A
152
–
Profit/(loss) after tax from
non-trading items
N/A
(4)
237
N/A
–
–
Profit after tax
427
137
329
N/A
152
–
Other comprehensive income/
(expense)
N/A
(11)
5
N/A
–
–
Total comprehensive income
427
126
334
N/A
152
–
Dividends received from associates
52
41
11
N/A
–
–
2023
Revenue
24,172
3,109
3,411
10,719
2,836
1,206
Depreciation and amortisation
N/A
(441)
(131)
(485)
(150)
(104)
Interest income
N/A
3
6
19
89
3
Interest expense
N/A
(46)
(51)
(192)
(224)
(37)
Profit/(loss) from underlying
business performance
N/A
204
110
(194)
155
84
Tax
N/A
(41)
(28)
(1)
(10)
(17)
Profit/(loss) after tax from underlying
business performance
N/A
163
82
(195)
145
67
Profit/(loss) after tax from
non-trading items
N/A
(2)
98
(51)
–
–
Profit/(loss) after tax
670
161
180
(246)
145
67
Other comprehensive income/
(expense)
N/A
4
(12)
–
–
(2)
Total comprehensive income/
(expense)
670
165
168
(246)
145
65
Dividends received from associates
71
35
11
–
27
20
Ω Information was based on management’s estimate, using an average of analyst estimates for the years ended 31 December 2024 and 2023 as
financial data for Zhongsheng is not available when the Group produces its consolidated financial results. Where it was not possible to estimate certain
summarised financial information, it has been marked as N/A.
§ Based on the unaudited summarised statements of comprehensive income for the 12 months ended 30 September 2024 and 2023.
† Reclassified as assets held for sale in September 2024. 2023 information was based on the unaudited summarised statement of comprehensive
income at 30 September 2023.
Λ Disposed of in 2024.
The information contained in the summarised balance sheets and financial information on comprehensive income reflect the
amounts presented in the financial statements of the associates adjusted for differences in accounting policies between the Group
and the associates, and fair value of the associates at the time of acquisition.
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O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
15 Associates and joint ventures (continued)
Reconciliation of the summarised financial information
Reconciliation of the summarised financial information presented to the carrying amount of the Group’s interests in its material
associates for the year ended 31 December:
ZhongshengΩ
Maxim’s
Robinsons
Retail§
Yonghui†
THACO
Siam City
CementΛ
US$m
US$m
US$m
US$m
US$m
US$m
2024
Net assets
6,260
1,149
1,163
N/A
2,007
–
Interest in associates (%)
21
50
22
N/A
27
–
Group’s share of net assets in
associates
1,340
574
256
N/A
534
–
Goodwill
–
–
–
N/A
151
–
Other
2
–
(8)
N/A
–
–
Carrying value
1,342
574
248
N/A
685
–
Fair value#
909
N/A
196
N/A
N/A
–
2023
Net assets
6,024
1,107
1,400
1,331
1,936
1,211
Interest in associates (%)
21
50
21
21
27
26
Group’s share of net assets in
associates
1,277
554
301
285
515
309
Goodwill
285
–
125
477
158
94
Other
24
–
7
30
–
–
Carrying value
1,586
554
433
792
673
403
Fair value#
1,209
N/A
226
760
N/A
301
# Fair values of the listed associates were based on quoted prices in active markets at 31 December 2024 and 2023.
Ω Based on the unaudited summarised balance sheets at 30 June 2024 and 2023.
§ Based on the unaudited summarised balance sheets at 30 September 2024 and 2023.
† Reclassified as assets held for sale in September 2024. 2023 information was based on the unaudited summarised balance sheet at
30 September 2023.
Λ Disposed of in 2024.
Jardine Matheson Annual Report 2024
146
Notes to the Financial Statements
15 Associates and joint ventures (continued)
The Group has interests in a number of individually immaterial associates. The following table analyses, in aggregate, the share of
profit and other comprehensive income and carrying amount of these associates.
2024
2023
US$m
US$m
Share of profit
192
127
Share of other comprehensive expense
(8)
(6)
Share of total comprehensive income
184
121
Carrying amount of interests in these associates
2,657
2,607
Contingent liabilities relating to the Group’s interest in associates
No financial guarantee in respect of facilities was made available to associates at 31 December 2024 and 2023.
(b) Investment in joint ventures
The material joint ventures of the Group are listed below. These joint ventures have share capital consisting solely of ordinary shares,
which are held directly by the Group.
Nature of investments in material joint ventures in 2024 and 2023:
Name of entity
Nature of business
Place of incorporation and
principal place of business
% of ownership interest
2024
2023
Hongkong Land
– Shanghai Yibin Property Co. Ltd.
Property investment
Shanghai
43
43
– Properties Sub F, Ltd
Property investment
Macau
49
49
– BFC Development LLP
Property investment
Singapore
33
33
– Central Boulevard Development Pte Ltd
Property investment
Singapore
33
33
– One Raffles Quay Pte Ltd
Property investment
Singapore
33
33
Astra
– PT Astra Honda Motor
Automotive
Indonesia
50
50
147
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
15 Associates and joint ventures (continued)
Summarised financial information for material joint ventures
Summarised balance sheets at 31 December:
Shanghai
Yibin
Property
Co. Ltd.
Properties
Sub F, Ltd
BFC
Development
LLP
Central
Boulevard
Development
Pte Ltd
One
Raffles
Quay
Pte Ltd
PT Astra
Honda
Motor
US$m
US$m
US$m
US$m
US$m
US$m
2024
Non-current assets
3,607
1,134
3,977
3,099
2,910
1,260
Current assets
Cash and cash equivalents
81
134
28
25
17
983
Other current assets
1,369
44
3
3
–
473
Total current assets
1,450
178
31
28
17
1,456
Non-current liabilities
Financial liabilities*
(614)
–
(1,263)
(1,190)
(784)
(2)
Other non-current liabilities*
(43)
(124)
–
(22)
(212)
(268)
Total non-current liabilities
(657)
(124)
(1,263)
(1,212)
(996)
(270)
Current liabilities
Financial liabilities*
–
–
–
(9)
(2)
–
Other current liabilities*
(207)
(44)
(80)
(46)
(50)
(1,166)
Total current liabilities
(207)
(44)
(80)
(55)
(52)
(1,166)
Net assets
4,193
1,144
2,665
1,860
1,879
1,280
2023
Non-current assets
3,411
1,137
3,883
2,990
2,987
1,301
Current assets
Cash and cash equivalents
66
98
29
29
12
932
Other current assets
1,304
44
4
3
2
466
Total current assets
1,370
142
33
32
14
1,398
Non-current liabilities
Financial liabilities*
(325)
–
(1,302)
(1,223)
(802)
–
Other non-current liabilities*
(31)
(126)
–
(21)
(218)
(264)
Total non-current liabilities
(356)
(126)
(1,302)
(1,244)
(1,020)
(264)
Current liabilities
Financial liabilities*
–
–
(1)
(8)
(2)
–
Other current liabilities*
(148)
(41)
(77)
(46)
(49)
(1,134)
Total current liabilities
(148)
(41)
(78)
(54)
(51)
(1,134)
Net assets
4,277
1,112
2,536
1,724
1,930
1,301
* Financial liabilities exclude trade and other payables and provisions, which are presented under other current and non-current liabilities.
Jardine Matheson Annual Report 2024
148
Notes to the Financial Statements
15 Associates and joint ventures (continued)
Summarised statements of comprehensive income for the year ended 31 December:
Shanghai
Yibin
Property
Co. Ltd.
Properties
Sub F, Ltd
BFC
Development
LLP
Central
Boulevard
Development
Pte Ltd
One
Raffles
Quay
Pte Ltd
PT Astra
Honda
Motor
US$m
US$m
US$m
US$m
US$m
US$m
2024
Revenue
–
83
183
135
134
6,111
Depreciation and amortisation
–
(3)
–
–
–
(93)
Interest income
1
3
–
–
–
52
Interest expense
–
–
(53)
(46)
(28)
–
Profit/(loss) from underlying
business performance
(3)
44
87
55
73
772
Tax
1
(5)
(14)
(9)
(12)
(161)
Profit/(loss) after tax from
underlying business
performance
(2)
39
73
46
61
611
Profit/(loss) after tax from
non-trading items
38
(14)
205
204
13
–
Profit after tax
36
25
278
250
74
611
Other comprehensive income/
(expense)
(120)
7
(73)
(68)
(65)
(3)
Total comprehensive income/
(expense)
(84)
32
205
182
9
608
Dividends received from joint
ventures
–
–
25
15
20
284
2023
Revenue
–
81
171
133
131
6,160
Depreciation and amortisation
–
(4)
–
–
–
(101)
Interest income
1
1
–
–
–
43
Interest expense
–
–
(54)
(44)
(29)
–
Profit/(loss) from underlying
business performance
(3)
31
74
57
70
693
Tax
1
(4)
(12)
(10)
(12)
(145)
Profit/(loss) after tax from
underlying business
performance
(2)
27
62
47
58
548
Profit/(loss) after tax from
non-trading items
9
(7)
55
22
–
–
Profit after tax
7
20
117
69
58
548
Other comprehensive income/
(expense)
(85)
(2)
38
26
30
(4)
Total comprehensive income/
(expense)
(78)
18
155
95
88
544
Dividends received from joint
ventures
–
–
21
16
19
234
The information contained in the summarised balance sheets and statements of comprehensive income reflect the amounts
presented in the financial statements of the joint ventures adjusted for differences in accounting policies between the Group and the
joint ventures, and fair value of the joint ventures at the time of acquisition.
149
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
15 Associates and joint ventures (continued)
Reconciliation of the summarised financial information
Reconciliation of the summarised financial information presented to the carrying amount of the Group’s interests in its material joint
ventures for the year ended 31 December:
Shanghai
Yibin
Property
Co. Ltd.
Properties
Sub F, Ltd
BFC
Development
LLP
Central
Boulevard
Development
Pte Ltd
One
Raffles
Quay
Pte Ltd
PT Astra
Honda
Motor
US$m
US$m
US$m
US$m
US$m
US$m
2024
Net assets
4,193
1,144
2,665
1,860
1,879
1,280
Interest in joint ventures (%)
43
49
33
33
33
50
Group’s share of net assets in
joint ventures
1,803
561
888
620
627
640
Amounts due from joint ventures
–
–
–
–
40
–
Carrying value
1,803
561
888
620
667
640
2023
Net assets
4,277
1,112
2,536
1,724
1,930
1,301
Interest in joint ventures (%)
43
49
33
33
33
50
Group’s share of net assets in
joint ventures
1,839
545
845
575
643
651
Amounts due from joint ventures
–
–
–
–
39
–
Carrying value
1,839
545
845
575
682
651
The Group has interests in a number of individually immaterial joint ventures. The following table analyses, in aggregate, the share of
profit and other comprehensive income and carrying amount of these joint ventures.
2024
2023
US$m
US$m
Share of profit
376
491
Share of other comprehensive expense
(106)
(29)
Share of total comprehensive income
270
462
Carrying amount of interests in these joint ventures
7,153
7,589
Commitments and contingent liabilities in respect of joint ventures
The Group has the following commitments relating to its joint ventures as at 31 December:
2024
2023
US$m
US$m
Commitment to provide funding if called
716
745
There were no contingent liabilities relating to the Group’s interest in the joint ventures at 31 December 2024 and 2023.
Jardine Matheson Annual Report 2024
150
Notes to the Financial Statements
16 Other investments
2024
2023
US$m
US$m
Equity investments measured at fair value through profit and loss
Listed securities
– Schindler Holdings
348
301
– Toyota Motor Corporation
291
265
– Vietnam Dairy Products Joint Stock Company (Vinamilk)
552
618
– Other
229
311
1,420
1,495
Unlisted securities
246
255
1,666
1,750
Debt investments measured at fair value through profit and loss
399
418
Debt investments measured at fair value through other comprehensive income
984
916
Limited partnership investment funds measured at fair value through profit and loss
388
300
3,437
3,384
Non-current
3,387
3,329
Current
50
55
3,437
3,384
Debt investments measured at fair value through other comprehensive income comprised listed bonds.
2024
2023
US$m
US$m
Movements during the year:
At 1 January
3,384
2,819
Exchange differences
(100)
55
Additions
417
685
Disposals and capital repayments
(253)
(160)
Reclassification of other investments to associates and joint ventures
–
(35)
Unwinding of premium
–
(1)
Change in fair value recognised in profit and loss
2
33
Change in fair value recognised in other comprehensive income
(13)
(12)
At 31 December
3,437
3,384
Movements of equity investments and limited partnership investment funds which were valued based on unobservable inputs during
the year are disclosed in note 43.
Management considers debt investments have low credit risk when they have a low risk of default based on credit ratings from major
rating agencies.
151
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
17 Debtors
2024
2023
US$m
US$m
Consumer financing debtors
– gross
5,048
4,847
– provision for impairment
(307)
(330)
4,741
4,517
Financing lease receivables
– gross investment
790
680
– unearned finance income
(81)
(70)
– net investment
709
610
– provision for impairment
(35)
(35)
674
575
Financing debtors
5,415
5,092
Trade debtors
– third parties
2,041
2,053
– associates
43
46
– joint ventures
122
163
2,206
2,262
– provision for impairment
(75)
(73)
2,131
2,189
Contract assets (refer note 3)
– gross
112
157
– provision for impairment
(4)
(61)
108
96
Other debtors
– third parties
2,833
2,926
– associates
147
130
– joint ventures
147
137
3,127
3,193
– provision for impairment
(47)
(46)
3,080
3,147
10,734
10,524
Non-current
– consumer financing debtors
2,408
2,342
– financing lease receivables
303
248
– trade debtors
1
2
– other debtors
1,183
1,241
3,895
3,833
Current
– consumer financing debtors
2,333
2,175
– financing lease receivables
371
327
– trade debtors
2,130
2,187
– contract assets
108
96
– other debtors
1,897
1,906
6,839
6,691
10,734
10,524
Jardine Matheson Annual Report 2024
152
Notes to the Financial Statements
17 Debtors (continued)
2024
2023
US$m
US$m
Analysis by geographical area of operation:
China
975
922
Southeast Asia
9,586
9,488
Rest of the world
173
114
10,734
10,524
Analysis by fair value:
Consumer financing debtors
4,288
4,010
Financing lease receivables
639
550
Financing debtors
4,927
4,560
Trade debtors
2,131
2,189
Other debtors*
1,654
1,452
8,712
8,201
* Excluding prepayments and other non-financial debtors.
The fair values of financing debtors are determined based on a discounted cash flow method using unobservable inputs, which are
mainly discount rates of 11% to 37% per annum (2023: 10% to 37% per annum). The higher the discount rates, the lower the
fair value.
The fair values of other debtors, other than short-term debtors, are estimated using the expected future receipts discounted at market
rates ranging from 5% to 14% per annum (2023: 5% to 13% per annum). The fair value of short-term debtors approximates their
carrying amounts. Derivative financial instruments are stated at fair value. The higher the discount rates, the lower the fair value.
Financing debtors
Financing debtors comprise consumer financing debtors and financing lease receivables. They primarily relate to Astra’s motor
vehicle and motorcycle financing businesses.
Financing debtors are due within eight years (2023: eight years) from the balance sheet date and the interest rates range from 7% to
46% per annum (2023: 7% to 48% per annum).
An analysis of financing lease receivables is set out below:
2024
2023
US$m
US$m
Lease receivables
790
680
Guaranteed residual value
259
241
Security deposits
(259)
(241)
Gross investment
790
680
Unearned finance income
(81)
(70)
Net investment
709
610
153
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
17 Debtors (continued)
The maturity analyses of financing lease receivables at 31 December are as follows:
2024
2023
Gross
investment
Net
investment
Gross
investment
Net
investment
US$m
US$m
US$m
US$m
Within one year
444
390
396
347
Between one and two years
229
208
213
196
Between two and five years
104
98
68
64
Beyond five years
13
13
3
3
790
709
680
610
Impairment of financing debtors
Before accepting any new customer, the Group assesses the potential customer’s credit quality and sets credit limits by customer
using internal scoring systems. These limits and scoring are reviewed periodically. The Group obtains collateral in the form of motor
vehicles and motorcycles from consumer financing debtors.
The loan period ranges from 6 to 60 months for motor vehicles and motorcycles. Significant financial difficulties of the debtor,
probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payment are factors in
determining the credit risk of financing debtors. To measure the expected credit losses, the financing debtors have been grouped
based on shared credit risk characteristics and the days past due. The calculation reflects the probability weighted outcome, the time
value of money, historical loss rate, reasonable and supportable information that is available at the reporting date about past events,
current conditions and forecasts of future economic conditions. Changes in certain macroeconomic information, such as GDP and
inflation rate, are relevant for determining expected credit loss rates. Financing debtors are performing when timely repayments are
being made. Financing debtors are underperforming and subject to a significant increase in credit risk when motor vehicle financing
debtors are overdue for 30 days and when motorcycle financing debtors are overdue, or for certain motor vehicle and motorcycle
financing debtors who had restructured their loans. Lifetime expected credit losses are provided at this stage. Financing debtors are
non-performing if they are overdue for 90 days. Financing debtors are written off when they are overdue for 150 days and there is no
reasonable expectation of recovery. In case of default, the Group facilitates the customer to sell the collateral vehicles under fiduciary
arrangement for the purpose of recovering the outstanding receivables.
The Group provides for credit losses against the financing debtors as follows:
2024
2023
Expected
credit loss
rate
Estimated gross
carrying amount
at default
Expected
credit loss
rate
Estimated gross
carrying amount
at default
%
US$m
%
US$m
Performing
0.07 – 5.66
4,218
1.46 – 8.00
4,187
Underperforming
0.07 – 40.70
1,443
1.46 – 32.57
1,165
Non-performing
14.05 – 66.00
96
34.20 – 66.00
105
5,757
5,457
Jardine Matheson Annual Report 2024
154
Notes to the Financial Statements
17 Debtors (continued)
Movements of provisions for impairment of financing debtors are as follows:
Performing
Underperforming
Non-performing
Total
US$m
US$m
US$m
US$m
2024
At 1 January
(182)
(117)
(66)
(365)
Exchange differences
7
6
3
16
(Additional provisions)/writeback
(50)
(60)
11
(99)
Transfer
98
(40)
(58)
–
Write off/utilisation
–
57
49
106
At 31 December
(127)
(154)
(61)
(342)
2023
At 1 January
(164)
(117)
(90)
(371)
Exchange differences
(3)
(3)
(2)
(8)
(Additional provisions)/writeback
79
(114)
(60)
(95)
Transfer
(94)
62
32
–
Write off/utilisation
–
55
54
109
At 31 December
(182)
(117)
(66)
(365)
At 31 December 2024 and 2023, there are no financing debtors that are written off but still subject to enforcement activities.
Trade and other debtors
The average credit period on sale of goods and services varies among Group businesses and is generally not more than 60 days.
Other debtors net of provision for impairment are further analysed as follows:
2024
2023
US$m
US$m
Derivative financial instruments (refer note 34)
59
73
Loans to employees
38
38
Other amounts due from associates
147
130
Other amounts due from joint ventures
147
137
Rental and other deposits
172
182
Repossessed collateral of finance companies
42
41
Restricted bank balances and deposits
67
49
Deferred consideration (refer note 33(k))
50
–
Other receivables
939
810
Financial assets
1,661
1,460
Costs to fulfil contracts (refer note 3)
107
90
Costs to obtain contracts (refer note 3)
2
15
Prepayments
729
974
Insurance contract assets
1
68
Reinsurance contract assets
131
131
Other
449
409
3,080
3,147
155
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
17 Debtors (continued)
Impairment of trade debtors and contract assets
Before accepting any new customer, the individual Group business assesses the potential customer’s credit quality and sets credit
limits by customer using internal credit scoring systems. These limits and scoring are reviewed periodically.
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or
delinquency in payment are considered indicators that the debtor is impaired and an allowance for impairment is made based on the
estimated irrecoverable amount determined by reference to past default experience.
The Group applied the simplified approach to measure expected credit loss, that is a lifetime expected loss allowance for trade
debtors and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped
based on shared credit risk characteristics and the days past due. Changes in certain macroeconomic information, such as GDP and
inflation rate, are relevant for determining expected credit loss rates. The contract assets relate to unbilled work in progress and have
substantially the same risk characteristics as the trade debtors for the same types of contracts. The Group has therefore concluded
that the expected loss rates for trade debtors are a reasonable approximation of the loss rates for the contract assets.
The expected loss rates are based on the historical payment profiles of sales and the corresponding historical credit losses.
The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors and industry
trends affecting the ability of the customers to settle the receivables.
The loss allowance for both trade debtors and contract assets at 31 December 2024 and 2023 were determined as follows:
Below
30 days
Between
31 and 60 days
Between
61 and 120 days
More than
120 days
Total
2024
Trade debtors
Expected loss rate (%)
0.5
1.7
4.5
58.4
Gross carrying amount (US$m)
1,862
162
81
101
2,206
Loss allowance (US$m)
(10)
(3)
(3)
(59)
(75)
Contract assets
Expected loss rate (%)
3.4
N/A
N/A
N/A
Gross carrying amount (US$m)
112
–
–
–
112
Loss allowance (US$m)
(4)
–
–
–
(4)
2023
Trade debtors
Expected loss rate (%)
0.9
3.5
4.5
46.4
Gross carrying amount (US$m)
1,950
133
76
103
2,262
Loss allowance (US$m)
(17)
(5)
(3)
(48)
(73)
Contract assets
Expected loss rate (%)
39.1
N/A
N/A
N/A
Gross carrying amount (US$m)
157
–
–
–
157
Loss allowance (US$m)
(61)
–
–
–
(61)
Jardine Matheson Annual Report 2024
156
Notes to the Financial Statements
17 Debtors (continued)
Movements in the provisions for impairment are as follows:
Trade debtors
Contract assets
Other debtors
2024
2023
2024
2023
2024
2023
US$m
US$m
US$m
US$m
US$m
US$m
At 1 January
(73)
(98)
(61)
(59)
(46)
(35)
Exchange differences
2
(2)
1
(1)
2
–
Additional provisions
(14)
(19)
(1)
(1)
(8)
(21)
Unused amounts
reversed
5
8
–
–
2
5
Amounts written off
5
38
57
–
3
5
At 31 December
(75)
(73)
(4)
(61)
(47)
(46)
Trade debtors, contract assets and other debtors are written off when there is no reasonable expectation of recovery. Indicators that
there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with
the Group.
At 31 December 2024, the carrying amount of consumer financing debtors and other debtors pledged as security for borrowings
amounted to US$18 million and US$5 million (2023: US$16 million and US$12 million), respectively (refer note 29). Financing lease
receivables, trade debtors and contract assets had not been pledged as security for borrowings at 31 December 2024 and 2023.
157
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
18 Deferred tax assets/(liabilities)
Accelerated
tax
depreciation
Fair value
gains/
(losses)
Losses
Employee
benefits
Lease
liabilities
and other
temporary
differences
Total
US$m
US$m
US$m
US$m
US$m
US$m
2024
At 1 January
(463)
(455)
91
121
488
(218)
Exchange differences
5
11
(2)
(6)
(16)
(8)
New subsidiaries
–
(1)
–
–
(5)
(6)
Disposals
(3)
–
–
–
9
6
Purchase price adjustment
(refer note 33(c))
(1)
15
–
–
1
15
Credited/(charged) to profit and loss
(28)
(1)
15
17
15
18
Charged to other comprehensive
income
–
(1)
–
(2)
–
(3)
At 31 December
(490)
(432)
104
130
492
(196)
Deferred tax assets
(162)
(50)
77
122
595
582
Deferred tax liabilities
(328)
(382)
27
8
(103)
(778)
(490)
(432)
104
130
492
(196)
2023
At 1 January
(424)
(349)
77
107
373
(216)
Exchange differences
(6)
–
–
2
11
7
New subsidiaries
–
(112)
–
–
(12)
(124)
Disposals
7
–
–
(3)
(1)
3
Credited/(charged) to profit and loss
(51)
(3)
14
11
129
100
Credited to other comprehensive
income
–
9
–
4
–
13
Classified as held for sale
11
–
–
–
(12)
(1)
At 31 December
(463)
(455)
91
121
488
(218)
Deferred tax assets
(149)
(49)
53
113
676
644
Deferred tax liabilities
(314)
(406)
38
8
(188)
(862)
(463)
(455)
91
121
488
(218)
Deferred tax balances predominantly comprise non-current items. Deferred tax assets and liabilities are netted when the taxes relate
to the same taxation authority and where offsetting is allowed.
Deferred tax assets of US$192 million (2023: US$226 million) arising from unused tax losses of US$860 million
(2023: US$1,022 million) have not been recognised in the financial statements. Included in the unused tax losses, US$243 million
have no expiry date and the remaining balance will expire at various dates up to and including 2030.
Deferred tax liabilities of US$739 million (2023: US$644 million) arising on temporary differences associated with investments in
subsidiaries of US$7,394 million (2023: US$6,206 million) have not been recognised as there is no current intention of remitting the
retained earnings of these subsidiaries to the holding companies in the foreseeable future.
Jardine Matheson Annual Report 2024
158
Notes to the Financial Statements
19 Pension plans
The Group operates defined benefit pension plans in the main territories in which it operates, with the major plans in Hong Kong.
Most of the pension plans are final salary defined benefit plans, calculated based on members’ length of service and their salaries in
the final years leading up to retirement. In Hong Kong, the pension benefits are usually paid in one lump sum. With the exception of
certain plans in Hong Kong, all the other defined benefit plans are closed to new members. In addition, although all plans are
impacted by the discount rate, liabilities in Hong Kong are driven by salary growth.
The Group’s defined benefit plans are either funded or unfunded, with the assets of the funded plans held independently of the
Group’s assets in separate trustee administered funds. Plan assets held in trusts are governed by local regulations and practices in
each country. Responsibility for governance of the plans, including investment decisions and contribution schedules, lies jointly with
the company and the boards of trustees. The Group’s major plans are valued by independent actuaries annually using the projected
unit credit method.
The amounts recognised in the consolidated balance sheet are as follows:
2024
2023
US$m
US$m
Fair value of plan assets
575
595
Present value of funded obligations
(569)
(595)
6
–
Present value of unfunded obligations
(372)
(362)
Net pension liabilities
(366)
(362)
Analysis of net pension liabilities:
Pension assets
11
8
Pension liabilities
(377)
(370)
(366)
(362)
The movement in the net pension liabilities is as follows:
Fair value
of plan
assets
Present
value of
obligations
Total
US$m
US$m
US$m
2024
At 1 January
595
(957)
(362)
Current service cost
–
(62)
(62)
Interest income/(expense)
25
(46)
(21)
Past services cost and losses on settlements
–
(1)
(1)
Administration expenses
(3)
–
(3)
22
(109)
(87)
617
(1,066)
(449)
Exchange differences
–
17
17
Disposals
–
1
1
Remeasurements
– return on plan assets, excluding amounts included in interest income
5
–
5
– change in financial assumptions
–
2
2
– experience losses
–
5
5
5
7
12
Contributions from employers
29
–
29
Contributions from plan participants
4
(4)
–
Benefit payments
(71)
94
23
Settlements
(13)
14
1
Transfer from other plans
4
(4)
–
At 31 December
575
(941)
(366)
159
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
19 Pension plans (continued)
Fair value
of plan
assets
Present
value of
obligations
Total
US$m
US$m
US$m
2023
At 1 January
742
(1,093)
(351)
Current service cost
–
(60)
(60)
Interest income/(expense)
27
(15)
12
Past services cost and losses on settlements
–
(1)
(1)
Administration expenses
(1)
–
(1)
26
(76)
(50)
768
(1,169)
(401)
Exchange differences
8
(16)
(8)
New subsidiaries
–
(1)
(1)
Disposals
(154)
165
11
Remeasurements
– return on plan assets, excluding amounts included in interest income
14
–
14
– change in financial assumptions
–
(20)
(20)
– experience losses
–
(12)
(12)
14
(32)
(18)
Contributions from employers
33
–
33
Contributions from plan participants
3
(3)
–
Benefit payments
(77)
99
22
At 31 December
595
(957)
(362)
The weighted average duration of the defined benefit obligations at 31 December 2024 is 10 years (2023: 10 years).
Expected maturity analysis of undiscounted pension benefits at 31 December is as follows:
2024
2023
US$m
US$m
Within one year
139
126
Between one and two years
82
105
Between two and five years
285
288
Between five and ten years
521
496
Between ten and fifteen years
619
595
Between fifteen and twenty years
987
892
Beyond twenty years
2,937
2,976
5,570
5,478
The principal actuarial assumptions used for accounting purposes at 31 December are as follows:
Hong Kong
Others
2024
2023
2024
2023
%
%
%
%
Discount rate
4.5
4.3
6.3
6.3
Salary growth rate
4.5
4.0
6.3
6.3
Inflation rate
N/A
N/A
3.5
3.4
As participants of the plans relating to Hong Kong usually take lump sum amounts upon retirement, mortality rate is not a principal
assumption for these plans.
Jardine Matheson Annual Report 2024
160
Notes to the Financial Statements
19 Pension plans (continued)
The sensitivity of the defined benefit obligations to changes in the weighted principal assumptions is:
(Increase)/decrease on defined benefit obligations
Change in
assumption
Increase in
assumption
Decrease in
assumption
%
US$m
US$m
Discount rate
1
74
(87)
Salary growth rate
1
(82)
71
Inflation rate
1
(1)
1
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice,
this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined
benefit obligations to significant actuarial assumptions the same method (present value of the defined benefit obligations calculated
with the projected unit credit method at the end of the reporting period) has been applied as when calculating the pension liability
recognised within the balance sheet.
The analysis of the fair value of plan assets at 31 December is as follows:
2024
2023
US$m
US$m
Equity investments
Asia Pacific
4
9
Europe
3
4
North America
10
8
Global
–
1
17
22
Debt investments
Asia Pacific
22
24
Europe
4
4
North America
10
9
Global
4
3
40
40
Investment funds
Asia Pacific
77
97
Europe
122
126
North America
240
221
Global
82
90
521
534
Total investments
578
596
Cash and cash equivalents
21
27
Benefits payable and other
(24)
(28)
575
595
At 31 December 2024, 91% of equity investments, 91% of debt investments and 66% of investment funds were quoted on active
markets (2023: 92%, 93% and 67%, respectively).
The strategic asset allocation is derived from the asset-liability modelling (ALM) review, done triennially to ensure the plans can
meet future funding and solvency requirements. The latest ALM review was completed in 2024. The next ALM review is scheduled
for 2027.
161
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
19 Pension plans (continued)
At 31 December 2024, the Hong Kong and United Kingdom plans had assets of US$471 million and US$77 million
(2023: US$473 million and US$87 million), respectively.
The Group maintains an active and regular contribution schedule across all the plans. The contributions to all its plans in 2024 were
US$29 million and the estimated amount of contributions expected to be paid to all its plans in 2025 is US$26 million.
20 Properties for sale
2024
2023
US$m
US$m
Properties in the course of development
1,118
1,960
Completed properties
1,761
1,520
2,879
3,480
At 31 December 2024, properties in the course of development amounting to US$899 million (2023: US$822 million) were not
scheduled for completion within the next twelve months.
At 31 December 2024, the carrying amount of properties for sale pledged as security for borrowings amounted to US$872 million
(2023: US$848 million) (refer note 29).
21 Stocks and work in progress
2024
2023
US$m
US$m
Finished goods
2,854
3,153
Work in progress
57
59
Raw materials
143
162
Spare parts
131
127
Other
147
163
3,332
3,664
At 31 December 2024 and 2023, the Group’s stocks and work in progress had not been pledged as security for borrowings.
Jardine Matheson Annual Report 2024
162
Notes to the Financial Statements
22 Cash and bank balances
2024
2023
US$m
US$m
Deposits with banks and financial institutions
2,354
2,532
Bank balances
2,349
2,064
Cash balances
135
202
4,838
4,798
Restricted cash
9
82
4,847
4,880
Analysis by currency:
Chinese yuan
498
531
Euro
30
24
Hong Kong dollar
281
360
Indonesian rupiah
2,185
2,120
Japanese yen
23
24
Macau patacas
19
25
Malaysian ringgit
31
48
New Taiwan dollar
91
70
Singapore dollar
163
315
United Kingdom sterling
27
24
United States dollar
1,464
1,312
Other
35
27
4,847
4,880
The weighted average interest rate on deposits with banks and financial institutions at 31 December 2024 was 3.7% (2023: 3.6%)
per annum.
Restricted cash represents property sale proceeds placed with banks and financial institutions in accordance with the requirements
of property development on the Chinese mainland and are restricted for use until certain conditions were fulfilled.
163
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
23 Assets and liabilities classified as held for sale
The major classes of assets and liabilities directly associated with assets classified as held for sale are set out below:
2024
2023
US$m
US$m
Tangible assets
–
325
Right-of-use assets
4
25
Investment properties
19
–
Associates and joint ventures
1,688
–
Deferred tax assets
–
1
Current assets*
17
29
Total assets
1,728
380
Current liabilities
–
44
* Included cash and bank balances of US$4 million (2023: US$14 million) (refer note 33(n)).
At 31 December 2024, assets classified as held for sale principally related to DFI Retail’s 21% interest in Yonghui, amounted to
US$1,662 million, with the movements as follows:
2024
US$m
At 1 January
–
Exchange differences
(30)
Reclassified from associates and joint ventures (refer note 15)
759
Impairment charge
(149)
Change in fair value
1,082
At 31 December
1,662
In September 2024, DFI Retail entered into a share transfer agreement (the Agreement) with a third party for the disposal of its entire
interest in Yonghui, for a total consideration of CNY4,496 million (US$623 million).
On entering the Agreement, management considered the divestment was highly probable within one year, and accordingly, the
interest in Yonghui was reclassified to assets held for sale, and the equity basis of accounting for this investment was discontinued in
September 2024. An impairment charge of US$149 million was recognised to reduce the US$759 million carrying value of Yonghui to
its fair value less costs to sell.
As part of the financial risk management strategy, DFI Retail designated the Agreement, representing a forward contract
(refer note 34), as the hedging instrument to mitigate the changes in fair value of the shares associated with its interest in Yonghui,
the hedged asset. As a result, fair value hedge accounting has been applied, with changes in the fair value of both the forward
contract and DFI Retail’s interest in Yonghui recognised in profit and loss.
At 31 December 2024, Yonghui’s share price indicated a fair value gain of US$1,082 million on the Yonghui interest classified
under held for sale. Simultaneously, a corresponding fair value loss of US$1,051 million (refer note 34) was recorded on the
forward contract.
To mitigate the potential losses from the Chinese yuan versus the United States dollar, forward foreign exchange contracts were
secured in December 2024. At 31 December 2024, a total fair value gain of US$8 million arose from the forward foreign exchange
contracts (refer note 34) was credited to profit and loss.
Jardine Matheson Annual Report 2024
164
Notes to the Financial Statements
23 Assets and liabilities classified as held for sale (continued)
The loss relating to the divestment of interest in Yonghui of US$114 million (refer notes 4 and 9) for the year ended
31 December 2024 is summarised as follows:
2024
US$m
Impairment charge upon reclassification to assets held for sale
(149)
Fair value gain on interest in Yonghui
1,082
Fair value loss on a forward contract (refer note 34)
(1,051)
Fair value gain on forward foreign exchange contracts (refer note 34)
8
Transaction costs provided
(4)
(114)
The Group’s attributable share of the loss was US$89 million (refer note 9).
Additional information on the impact to the consolidated balance sheet relating to the divestment of interest in Yonghui at
31 December 2024 is also set out below:
2024
US$m
Debtors (refer note 34)
8
Assets classified as held for sale
1,662
Creditors (refer notes 31 and 34)
(1,053)
617
The divestment was completed with proceeds of CNY4,496 million received on 26 February 2025. The assets held for sale and
creditors described above were therefore settled on the completion date. Based on a preliminary assessment, a further loss of
approximately US$130 million (Group’s attributable share of US$101 million), mainly from the realisation of exchange translation
differences, will be charged to profit and loss in the year ending 31 December 2025. The total loss relating to the divestment is
approximately US$244 million (Group’s attributable share of US$190 million).
At 31 December 2023, assets and liabilities classified as held for sale principally related to Mandarin Oriental’s hotel in Paris (the
Paris Hotel) and its adjoining retail units with total net assets of US$308 million, and were sold in 2024 (refer notes 33(h) and 33(k)).
165
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
24 Share capital
2024
2023
US$m
US$m
Authorised:
1,000,000,000 shares of US¢25 each
250
250
Ordinary shares
in millions
2024
2023
2024
2023
US$m
US$m
Issued and fully paid:
At 1 January
289
289
72
73
Scrip issued in lieu of dividends
6
4
1
–
Repurchased and cancelled
(3)
(4)
–
(1)
At 31 December
292
289
73
72
During the year, the Company repurchased 3 million (2023: 4 million) ordinary shares from the stock market at a cost of
US$101 million (2023: US$209 million), which was accounted for by charging nil (2023: US$1 million) to share capital and
US$101 million (2023: US$208 million) to revenue reserves.
Jardine Matheson Annual Report 2024
166
Notes to the Financial Statements
25 Share-based long-term incentive plans
Share-based long-term incentive plans (LTIP) have been put in place to provide incentives for selected executives. Awards take the
form of share options to purchase ordinary shares in the Company with exercise prices based on the then prevailing market prices;
however, share awards which will vest free of payment may also be made. Awards normally vest on or after the third anniversary of
the date of grant and may be subject to the achievement of performance conditions.
The Jardine Matheson Holdings Share-based Long-term Incentive Plan (the 2015 LTIP) was adopted by the Company on 5 March
2015. Since the adoption of the 2015 LTIP, awards were granted in the form of options with exercise prices based on the then
prevailing market prices and no free shares were granted. No awards were granted under the 2015 LTIP in 2024 and 2023.
Prior to the adoption of the 2015 LTIP, The Jardine Matheson International Share Option Plan 2005 and The Jardine Matheson
Holdings Limited Tax-Qualified Share Option Plan 2005 (formerly The Jardine Matheson Holdings Limited Approved Share Option
Plan 2005) provided selected executives with options to purchase ordinary shares in the Company.
The exercise prices of the options granted in prior years were based on the average market prices for the five trading days
immediately preceding the dates of grant of the options. Options normally vest in tranches over a period of three to five years,
and are exercisable for up to ten years following the date of grant.
Movements during the year:
2024
2023
Weighted
average
exercise
price
Options
in millions
Weighted
average
exercise
price
Options
in millions
US$
US$
At 1 January
58.8
1.1
59.9
1.3
Cancelled
59.2
(0.2)
64.5
(0.2)
At 31 December
58.7
0.9
58.8
1.1
The average share price during the year was US$38.6 (2023: US$46.8) per share.
Outstanding at 31 December:
Exercise
price
Options
in millions
Expiry date
US$
2024
2023
2025
63.4
0.1
0.1
2026
53.9 – 56.6
0.5
0.5
2027
65.6
0.1
0.2
2028
63.4
0.2
0.3
Total outstanding
0.9
1.1
of which exercisable
0.9
1.1
167
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
26 Share premium and capital reserves
Share
premium
Capital
reserves
Total
US$m
US$m
US$m
2024
At 1 January
–
22
22
Capitalisation arising on scrip issued in lieu of dividends
(1)
–
(1)
Employee share option schemes
– value of employee services
–
9
9
Transfer
1
(8)
(7)
At 31 December
–
23
23
2023
At 1 January
–
26
26
Capitalisation arising on scrip issued in lieu of dividends
(1)
–
(1)
Employee share option schemes
– value of employee services
–
10
10
Transfer
1
(14)
(13)
At 31 December
–
22
22
Capital reserves represent the value of employee services under the Group’s employee share option schemes. At
31 December 2024, US$11 million (2023: US$13 million) related to the Company’s Senior Executive Share Incentive Schemes.
27 Dividends
2024
2023
US$m
US$m
Final dividend in respect of 2023 of US$1.65 (2022: US$1.60) per share
477
463
Interim dividend in respect of 2024 of US$0.60 (2023: US$0.60) per share
174
174
651
637
Shareholders elected to receive scrip in respect of the following:
Final dividend in respect of previous year
156
132
Interim dividend in respect of current year
48
50
204
182
A final dividend in respect of 2024 of US$1.65 (2023: US$1.65) per share amounting to a total of US$482 million
(2023: US$477 million) is proposed by the Board. The dividend proposed will not be accounted for until it has been approved
at the 2025 Annual General Meeting and will be accounted for as an appropriation of revenue reserves in the year ending
31 December 2025. Final dividend in respect of 2023 of US$477 million was charged to reserves in the year ended
31 December 2024.
Jardine Matheson Annual Report 2024
168
Notes to the Financial Statements
28 Non-controlling interests
2024
2023
US$m
US$m
By business:
Hongkong Land
13,913
14,895
DFI Retail
124
228
Mandarin Oriental
335
566
Jardine Cycle & Carriage
253
337
Astra
10,815
10,895
25,440
26,921
Summarised financial information on subsidiaries with material non-controlling interests
Set out below are the summarised financial information for each subsidiary that has non-controlling interests that are material to
the Group.
Summarised balance sheets at 31 December:
Hongkong
Land
DFI Retail
Mandarin
Oriental
Jardine
Cycle &
Carriage*
Astra*
US$m
US$m
US$m
US$m
US$m
2024
Current
Assets
3,873
2,870
337
11,787
11,312
Liabilities
(2,577)
(4,091)
(322)
(8,526)
(8,091)
Total current net assets/(liabilities)
1,296
(1,221)
15
3,261
3,221
Non-current
Assets
35,180
4,402
3,186
20,566
17,700
Liabilities
(6,507)
(2,586)
(349)
(5,408)
(4,272)
Total non-current net assets
28,673
1,816
2,837
15,158
13,428
Net assets
29,969
595
2,852
18,419
16,649
Non-controlling interests
28
13
5
10,127
3,622
2023
Current
Assets
4,556
1,386
598
11,564
11,157
Liabilities
(3,126)
(3,527)
(625)
(9,197)
(7,935)
Total current net assets/(liabilities)
1,430
(2,141)
(27)
2,367
3,222
Non-current
Assets
37,513
5,725
3,147
20,829
17,610
Liabilities
(6,956)
(2,596)
(154)
(5,381)
(4,629)
Total non-current net assets
30,557
3,129
2,993
15,448
12,981
Net assets
31,987
988
2,966
17,815
16,203
Non-controlling interests
22
8
5
9,776
3,377
* Jardine Cycle & Carriage has 50.1% interest in Astra.
169
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
28 Non-controlling interests (continued)
Summarised profit and loss for the year ended 31 December:
Hongkong
Land
DFI Retail
Mandarin
Oriental
Jardine
Cycle &
Carriage*
Astra*
US$m
US$m
US$m
US$m
US$m
2024
Revenue
2,002
8,869
526
22,298
20,655
Profit after tax from underlying business
performance
411
205
75
2,729
2,664
Loss after tax from non-trading items
(1,787)
(444)
(147)
(178)
(48)
Profit/(loss) after tax
(1,376)
(239)
(72)
2,551
2,616
Other comprehensive income/(expense)
(160)
(48)
22
(578)
8
Total comprehensive income/(expense)
(1,536)
(287)
(50)
1,973
2,624
Total comprehensive income allocated to
non-controlling interests
7
5
–
1,255
587
Dividends paid to non-controlling interests
–
–
–
(922)
(263)
2023
Revenue
1,844
9,170
558
22,235
20,606
Profit after tax from underlying business
performance
737
151
81
2,943
2,871
Profit/(loss) after tax from non-trading items
(1,314)
(121)
(446)
34
(37)
Profit/(loss) after tax
(577)
30
(365)
2,977
2,834
Other comprehensive income/(expense)
(186)
70
52
237
4
Total comprehensive income/(expense)
(763)
100
(313)
3,214
2,838
Total comprehensive income allocated to
non-controlling interests
4
3
1
1,909
689
Dividends paid to non-controlling interests
(1)
–
–
(1,683)
(816)
* Jardine Cycle & Carriage has 50.1% interest in Astra.
Jardine Matheson Annual Report 2024
170
Notes to the Financial Statements
28 Non-controlling interests (continued)
Summarised cash flows at 31 December:
Hongkong
Land
DFI Retail
Mandarin
Oriental
Jardine
Cycle &
Carriage*
Astra*
US$m
US$m
US$m
US$m
US$m
2024
Cash flows from operating activities
Cash generated from operations
902
1,121
108
3,380
3,316
Interest received
65
5
5
171
149
Interest and other financing charges paid
(246)
(154)
(12)
(326)
(245)
Tax paid
(147)
(51)
(24)
(824)
(753)
Dividends from associates and joint ventures
97
52
1
642
596
Cash flows from operating activities
671
973
78
3,043
3,063
Cash flows from investing activities
81
(64)
128
(1,092)
(1,352)
Cash flows from financing activities
(778)
(930)
(178)
(1,529)
(1,270)
Net increase/(decrease) in cash and
cash equivalents
(26)
(21)
28
422
441
Cash and cash equivalents at 1 January
1,112
298
190
2,782
2,669
Effect of exchange rate changes
(19)
(3)
(3)
(116)
(113)
Cash and cash equivalents at 31 December
1,067
274
215
3,088
2,997
2023
Cash flows from operating activities
Cash generated from operations
1,059
1,183
148
3,048
2,959
Interest received
46
9
9
146
141
Interest and other financing charges paid
(251)
(153)
(18)
(273)
(210)
Tax paid
(287)
(41)
(3)
(956)
(854)
Dividends from associates and joint ventures
135
46
5
506
451
Cash flows from operating activities
702
1,044
141
2,471
2,487
Cash flows from investing activities
161
(95)
31
(3,039)
(2,842)
Cash flows from financing activities
(913)
(868)
(215)
(724)
(933)
Net increase/(decrease) in cash and
cash equivalents
(50)
81
(43)
(1,292)
(1,288)
Cash and cash equivalents at 1 January
1,171
214
226
4,018
3,896
Effect of exchange rate changes
(9)
3
7
56
61
Cash and cash equivalents at 31 December
1,112
298
190
2,782
2,669
* Jardine Cycle & Carriage has 50.1% interest in Astra.
The information above is before any inter-company eliminations.
171
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
29 Borrowings
2024
2023
Carrying
amount
Fair
value
Carrying
amount
Fair
value
US$m
US$m
US$m
US$m
Current
– bank overdrafts
–
–
16
16
– other bank advances
1,404
1,404
1,243
1,243
– other advances
1
1
1
1
1,405
1,405
1,260
1,260
Current portion of long-term borrowings
– bank loans
1,954
1,954
3,293
3,293
– bonds and notes
1,181
1,181
960
960
– other loans
94
94
–
–
3,229
3,229
4,253
4,253
4,634
4,634
5,513
5,513
Long-term borrowings
– bank loans
6,053
6,025
5,389
5,367
– bonds and notes
5,180
4,760
5,733
5,304
– other loans
21
21
11
11
11,254
10,806
11,133
10,682
15,888
15,440
16,646
16,195
The fair values are based on market prices or are estimated using the expected future payments discounted at market interest rates
ranging from 2.6% to 7.5% (2023: 2.1% to 9.2%) per annum. This is in line with the definition of ‘observable current market
transactions’ (refer note 43) under the fair value measurement hierarchy. The fair value of current borrowings approximates their
carrying amount, as the impact of discounting is not significant.
2024
2023
US$m
US$m
Secured
1,006
1,422
Unsecured
14,882
15,224
15,888
16,646
Secured borrowings at 31 December 2024 included Hongkong Land’s bank borrowings of US$921 million (2023: US$943 million)
which were secured against its investment properties and properties for sale, and Astra’s bank borrowings of US$85 million
(2023: US$64 million) which were secured against its various assets. At 31 December 2023, Mandarin Oriental’s bank borrowings
of US$415 million which were secured against its tangible assets and right-of-use assets.
Jardine Matheson Annual Report 2024
172
Notes to the Financial Statements
29 Borrowings (continued)
Weighted
average interest
rates
Fixed rate borrowings
Floating rate
borrowings
Total
Weighted
average period
outstanding
By currency:
%
Years
US$m
US$m
US$m
2024
Chinese yuan
3.1
2.1
483
986
1,469
Hong Kong dollar
4.0
5.4
3,715
1,240
4,955
Indonesian rupiah
6.2
1.7
4,262
1,441
5,703
Malaysian ringgit
4.1
0.3
7
33
40
Singapore dollar
3.6
14.4
218
585
803
Thai baht
3.3
–
–
360
360
United Kingdom sterling
5.7
3.0
19
31
50
United States dollar
3.7
6.0
1,612
883
2,495
Other
4.6
0.1
3
10
13
10,319
5,569
15,888
2023
Chinese yuan
3.5
3.0
187
1,299
1,486
Hong Kong dollar
4.2
5.7
4,013
1,437
5,450
Indonesian rupiah
5.9
1.7
4,189
1,261
5,450
Malaysian ringgit
4.3
–
–
16
16
Singapore dollar
3.9
15.4
225
654
879
Thai baht
3.6
–
–
336
336
United Kingdom sterling
3.0
0.3
51
13
64
United States dollar
4.0
6.3
1,792
1,161
2,953
Other
3.4
0.1
4
8
12
10,461
6,185
16,646
The weighted average interest rates and period of fixed rate borrowings are stated after taking into account hedging transactions.
The exposure of the Group’s borrowings to interest rate changes and the contractual repricing dates at 31 December after taking into
account hedging transactions are as follows:
2024
2023
US$m
US$m
Floating rate borrowings
5,569
6,185
Fixed rate borrowings
– within one year
3,247
2,799
– between one and two years
1,441
2,264
– between two and three years
1,391
1,022
– between three and four years
253
245
– between four and five years
175
220
– beyond five years
3,812
3,911
10,319
10,461
15,888
16,646
173
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
29 Borrowings (continued)
Details of the bonds and notes outstanding at 31 December are as follows:
2024
2023
Maturity
Interest rates
%
Nominal values
Current
Non-
current
Current
Non-
current
US$m
US$m
US$m
US$m
Hongkong Land
4.625% 10-year notes
2024
4.625
US$400 million
–
–
400
–
4.10% 15-year notes
2025
4.10
HK$300 million
39
–
–
38
4.50% 15-year notes
2025
4.50
US$600 million
601
–
–
603
3.75% 15-year notes
2026
3.75
HK$302 million
–
39
–
39
3.50% 3-year notes
2026
3.50
CNY330 million
–
45
–
46
3.50% 3-year notes
2026
3.50
CNY1,000 million
–
136
–
140
4.00% 15-year notes
2027
4.00
HK$785 million
–
101
–
100
4.04% 15-year notes
2027
4.04
HK$473 million
–
61
–
61
3.95% 15-year notes
2027
3.95
HK$200 million
–
26
–
26
3.15% 15-year notes
2028
3.15
HK$300 million
–
38
–
38
4.22% 15-year notes
2028
4.22
HK$325 million
–
41
–
41
3.83% 10-year notes
2028
3.83
HK$450 million
–
58
–
58
3.75% 10-year notes
2028
3.75
HK$355 million
–
45
–
45
4.40% 15-year notes
2029
4.40
HK$400 million
–
51
–
51
2.93% 10-year notes
2029
2.93
HK$550 million
–
71
–
70
2.875% 10-year notes
2030
2.875
US$600 million
–
597
–
596
4.11% 20-year notes
2030
4.11
HK$800 million
–
103
–
102
2.25% 10-year notes
2031
2.25
US$500 million
–
497
–
496
1.957% 10-year notes
2031
1.957
HK$375 million
–
48
–
48
4.125% 20-year notes
2031
4.125
HK$200 million
–
25
–
25
4.00% 20-year notes
2032
4.00
HK$240 million
–
31
–
30
2.83% 12-year notes
2032
2.83
HK$863 million
–
110
–
110
5.25% 10-year notes
2033
5.25
US$400 million
–
398
–
398
4.12% 15-year notes
2033
4.12
HK$700 million
–
90
–
89
4.85% 10-year notes
2033
4.85
HK$300 million
–
39
–
38
3.67% 15-year notes
2034
3.67
HK$604 million
–
78
–
77
4.68% 10-year notes
2034
4.68
HK$300 million
–
38
–
–
2.72% 15-year notes
2035
2.72
HK$400 million
–
51
–
51
2.90% 15-year notes
2035
2.90
HK$400 million
–
51
–
51
2.90% 15-year notes
2035
2.90
HK$400 million
–
51
–
51
2.65% 15-year notes
2035
2.65
HK$800 million
–
102
–
101
3.95% 20-year notes
2038
3.95
SG$150 million
–
109
–
112
3.45% 20-year notes
2039
3.45
SG$150 million
–
110
–
113
5.25% 30-year notes
2040
5.25
HK$250 million
–
32
–
32
Astra Sedaya Finance (ASF)
Berkelanjutan IV Tahap II bonds
2024
9.20
IDR623 billion
–
–
39
–
Berkelanjutan IV Tahap III bonds
2024
7.95
IDR236 billion
–
–
15
–
Berkelanjutan V Tahap II bonds
2024
6.35
IDR1,608 billion
–
–
101
–
Berkelanjutan V Tahap III bonds
2024
5.30
IDR1,459 billion
–
–
86
–
Berkelanjutan V Tahap IV bonds
2025
5.70
IDR1,972 billion
116
–
–
121
Berkelanjutan V Tahap V bonds
2025 – 2027
6.35 – 6.50
IDR380 billion
23
–
–
25
Berkelanjutan VI Tahap I bonds
2026
6.00
IDR1,973 billion
–
122
34
128
Berkelanjutan VI Tahap II bonds
2026 – 2028
6.40 – 6.45
IDR812 billion
–
47
12
50
Berkelanjutan VI Tahap III bonds
2025 – 2029
6.40 – 6.65
IDR2,500 billion
59
84
–
–
Berkelanjutan VI Tahap IV bonds
2025 – 2027
6.45 – 6.70
IDR2,600 billion
73
84
–
–
Jardine Matheson Annual Report 2024
174
Notes to the Financial Statements
29 Borrowings (continued)
Details of the bonds and notes outstanding at 31 December are as follows (continued):
2024
2023
Maturity
Interest rates
%
Nominal values
Current
Non-
current
Current
Non-
current
US$m
US$m
US$m
US$m
Federal International
Finance (FIF)
Berkelanjutan V Tahap I bonds
2024
6.25
IDR872 billion
–
–
57
–
Berkelanjutan V Tahap II bonds
2024
5.30
IDR775 billion
–
–
44
–
Berkelanjutan V Tahap III bonds
2025
5.60
IDR807 billion
41
–
–
43
Berkelanjutan V Tahap IV bonds
2025
6.80
IDR676 billion
39
–
–
40
Berkelanjutan V Tahap V bonds
2026
6.80
IDR1,965 billion
–
122
66
127
Berkelanjutan VI Tahap I bonds
2026
6.00
IDR434 billion
–
27
35
28
Berkelanjutan VI Tahap II bonds
2026
6.75
IDR251 billion
–
16
50
16
Berkelanjutan VI Tahap III bonds
2025 – 2027
6.40 – 6.55
IDR2,000 billion
67
52
–
–
Berkelanjutan VI Tahap IV bonds
2025 – 2027
6.55 – 6.90
IDR2,500 billion
77
77
–
–
SAN Finance
Berkelanjutan IV Tahap I bonds
2025
7.05
IDR600 billion
34
–
–
32
Berkelanjutan IV Tahap II bonds
2026 – 2028
7.00 – 7.25
IDR1,150 billion
–
62
21
65
Berkelanjutan IV Tahap III bonds
2025 – 2027
6.70 – 7.00
IDR750 billion
12
32
–
–
Jardine Matheson
2031 bonds
2031
2.50
US$800 million
–
791
–
790
2036 bonds
2036
2.875
US$400 million
–
392
–
392
1,181
5,180
960
5,733
All notes and bonds were unsecured at 31 December 2024 and 2023.
The ASF bonds, FIF bonds and SAN Finance bonds were issued by wholly-owned subsidiaries of Astra.
The movements in borrowings are as follows:
Bank
overdrafts
Long-term
borrowings
Short-term
borrowings
Total
US$m
US$m
US$m
US$m
2024
At 1 January
16
11,133
5,497
16,646
Exchange differences
–
(152)
(159)
(311)
New subsidiaries
–
10
25
35
Amortisation of borrowing costs
–
7
10
17
Transfer
–
(4,457)
4,457
–
Change in fair value
–
(2)
–
(2)
Change in bank overdrafts
(16)
–
–
(16)
Drawdown of borrowings
–
8,191
2,400
10,591
Repayment of borrowings
–
(3,476)
(7,596)
(11,072)
At 31 December
–
11,254
4,634
15,888
175
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
29 Borrowings (continued)
Bank
overdrafts
Long-term
borrowings
Short-term
borrowings
Total
US$m
US$m
US$m
US$m
2023
At 1 January
19
12,073
4,144
16,236
Exchange differences
(1)
(1)
(6)
(8)
New subsidiaries
–
–
26
26
Disposals
–
(12)
(10)
(22)
Amortisation of borrowing costs
–
6
10
16
Transfer
–
(4,507)
4,507
–
Change in fair value
–
2
–
2
Change in bank overdrafts
(2)
–
–
(2)
Drawdown of borrowings
–
7,273
2,600
9,873
Repayment of borrowings
–
(3,701)
(5,774)
(9,475)
At 31 December
16
11,133
5,497
16,646
30 Lease liabilities
2024
2023
US$m
US$m
At 1 January
3,720
3,723
Exchange differences
(66)
2
Additions
426
348
Disposals
(39)
(240)
Classified as held for sale
–
(20)
Modifications to lease terms
350
763
Lease payments
(1,020)
(986)
Interest expense
143
130
At 31 December
3,514
3,720
Non-current
2,773
2,966
Current
741
754
3,514
3,720
Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements
do not impose any covenants other than the security interests in the leased assets that are held by the lessor.
The Group is not exposed to any residual guarantees in respect of the leases entered into at 31 December 2024 and 2023.
The Group has not entered into any material lease contracts which have not commenced at 31 December 2024 and 2023.
Jardine Matheson Annual Report 2024
176
Notes to the Financial Statements
31 Creditors
2024
2023
US$m
US$m
Trade creditors
– third parties
4,055
4,294
– associates
85
91
– joint ventures
234
286
4,374
4,671
Accruals
1,973
2,154
Other amounts due to associates
289
297
Other amounts due to joint ventures
1,187
1,144
Rental and other refundable deposits
306
315
Contingent consideration payable
17
11
Derivative financial instruments (refer notes 23 and 34)
1,123
70
Other creditors
721
718
Financial liabilities
9,990
9,380
Contract liabilities (refer note 3)
867
1,317
Insurance contract liabilities
888
921
Rental income received in advance
32
28
Other
212
231
11,989
11,877
Non-current
1,154
1,119
Current
10,835
10,758
11,989
11,877
Analysis by geographical area of operation:
China
5,701
5,265
Southeast Asia
5,897
6,187
Rest of the world
391
425
11,989
11,877
Other amounts due to associates and other amounts due to joint ventures included distributions of surplus cash from Hongkong
Land’s associates and joint ventures of US$289 million (2023: US$297 million) and US$1,046 million (2023: US$1,006 million),
respectively, which are in the form of advances and are interest free, unsecured and repayable based on contractual terms
(refer note 15).
Derivative financial instruments are stated at fair value and included US$1,051 million fair value loss on the forward contract
associated with the divestment of interest in Yonghui (refer note 23). Other creditors are stated at amortised cost. The fair values of
these creditors approximate their carrying amounts.
177
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
32 Provisions
Motor vehicle
warranties
Closure cost
provisions
Reinstate-
ment and
restoration
costs
Statutory
employee
entitlements
Others
Total
US$m
US$m
US$m
US$m
US$m
US$m
2024
At 1 January
72
13
209
199
69
562
Exchange differences
(2)
–
(1)
(9)
(1)
(13)
Additional provisions
5
9
16
58
23
111
Interest on discounted liability in
provisions
–
–
1
–
–
1
Loss on remeasurement of statutory
employee entitlements
–
–
–
2
–
2
Unused amounts reversed
(14)
(3)
(3)
–
–
(20)
Utilised
(3)
(2)
(5)
(3)
(17)
(30)
At 31 December
58
17
217
247
74
613
Non-current
–
2
180
215
14
411
Current
58
15
37
32
60
202
58
17
217
247
74
613
2023
At 1 January
71
25
209
171
35
511
Exchange differences
1
–
–
3
1
5
New subsidiaries
–
–
1
–
–
1
Additional provisions
4
7
18
27
46
102
Disposals
–
–
(12)
–
–
(12)
Unused amounts reversed
(3)
(17)
(6)
–
–
(26)
Utilised
(1)
(2)
(1)
(2)
(13)
(19)
At 31 December
72
13
209
199
69
562
Non-current
–
1
171
171
16
359
Current
72
12
38
28
53
203
72
13
209
199
69
562
Motor vehicle warranties are estimated liabilities that fall due under the warranty terms offered on sale of new and used vehicles
beyond that which are reimbursed by the manufacturers.
Closure cost provisions are established when legal or constructive obligations arise on closure or disposal of businesses.
Reinstatement and restoration costs comprised the estimated costs, to be incurred by the Group as lessees, in dismantling and
removing the underlying assets, restoring the sites on which they are located or restoring the underlying assets to the condition
required by the terms and conditions of the leases.
Statutory employee entitlements include long service leave and jubilee awards for employees.
Other provisions principally comprise provisions in respect of indemnities on disposal of businesses and legal claims.
Jardine Matheson Annual Report 2024
178
Notes to the Financial Statements
33 Notes to Consolidated Cash Flow Statement
(a) Cash generated from operations
2024
2023
US$m
US$m
By nature:
Operating profit
1,166
2,435
Adjustments for:
Depreciation and amortisation (refer note 33(b))
2,174
2,078
Change in fair value of investment properties
2,213
1,779
Loss/(profit) on sale of subsidiaries
92
(7)
Loss/(profit) on sale of associates and joint ventures
76
(39)
Loss relating to divestment in an associate
114
–
Loss on sale of investment properties
14
–
(Profit)/loss on sale of right-of-use assets
(5)
1
Loss on sale of intangible assets
1
2
Profit on sale of tangible assets
(97)
(132)
Loss on sale of repossessed collateral of finance companies
62
55
Fair value gain on other investments
(2)
(33)
Fair value gain on agricultural produce
(7)
(2)
Impairment of intangible assets
169
240
Impairment of tangible assets
12
9
Impairment of right-of-use assets
5
10
Impairment of debtors
115
123
Write down of properties for sale
147
29
Write down of stocks and work in progress
55
45
Reversal of write down of stocks and work in progress
(28)
(28)
Gain on lease modification and termination
(5)
(3)
Gain on sale and leaseback transactions
(2)
–
Net provisions
112
80
Net foreign exchange loss/(gain)
64
(3)
Gain on bargain purchase on acquisition of businesses
–
(32)
Amortisation of borrowing costs for financial services companies
8
8
Options granted under employee share option schemes
12
12
5,299
4,192
6,465
6,627
Change in working capital:
Increase in concession rights
(22)
(31)
Decrease in properties for sale
614
10
Decrease/(increase) in stocks and work in progress
59
(588)
Decrease/(increase) in debtors
311
(702)
(Decrease)/increase in creditors and provisions
(1,824)
239
Increase/(decrease) in net pension liabilities
34
(6)
(828)
(1,078)
5,637
5,549
179
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
33 Notes to Consolidated Cash Flow Statement (continued)
(b) Depreciation and amortisation
2024
2023
US$m
US$m
By business:
Jardine Pacific
138
143
Jardine Motor Interests
–
2
Hongkong Land
14
18
DFI Retail
838
827
Mandarin Oriental
43
51
Jardine Cycle & Carriage
26
23
Astra
1,115
1,014
2,174
2,078
(c) Purchase of subsidiaries
2023
Fair value
US$m
Non-current assets
(526)
Current assets
(371)
Non-current liabilities
137
Current liabilities
164
Non-controlling interests
38
Fair value of identifiable net assets acquired
(558)
Goodwill
(45)
Gain on bargain purchase
32
Total consideration
(571)
Carrying value of associates and joint ventures
102
Cash and cash equivalents of subsidiaries acquired
91
Net cash outflow
(378)
Net cash outflow for acquisition of subsidiaries in 2023 included a total of US$285 million for Astra’s acquisition of 67% of PT
Anugerah Surya Pasific Resources (ASPR), 70% of PT Stargate Pasific Resources (SPR) and 70% of PT Stargate Mineral Asia
(SMA), which engage in nickel mining and processing in Indonesia. ASPR has 30% interest in each of SPR and SMA, thus the
Group has direct and indirect attributable interest totalling 90% in each of SPR and SMA. In addition, Astra acquired a 100% interest
in PT Tokobagus, a company operating a leading online used car platform in Indonesia under the OLX brand, for US$63 million.
Goodwill in 2023 mainly arose from the acquisition of PT Tokobagus, which provided synergy with the Group’s existing automotive
business creating a leading used car omnichannel platform and further expand the automotive value chain. The goodwill was not
expected to be deductible for tax purposes.
Jardine Matheson Annual Report 2024
180
Notes to the Financial Statements
33 Notes to Consolidated Cash Flow Statement (continued)
(c) Purchase of subsidiaries (continued)
The fair values of the identifiable assets and liabilities at the acquisition dates of the subsidiaries acquired by Astra during 2023 were
finalised in 2024, resulting in a reduction in net fair value of US$58 million. A corresponding goodwill on acquisition of subsidiaries
was recognised. Adjustments to the provisional fair values were reflected as ‘purchase price adjustment’ in the respective assets and
liabilities movements (refer notes 10, 11, 12 and 18).
A summary of the changes is as follows:
Increase/(decrease)
in fair values
US$m
Non-current assets
(73)
Current assets
(1)
Non-current liabilities
15
Current liabilities
1
(58)
(d) Purchase of associates and joint ventures in 2024 included US$98 million for Jardine Cycle & Carriage’s additional interest in
Refrigeration Electrical Engineering Corporation; US$87 million, US$27 million and US$22 million for Astra’s acquisition of a 20%
interest in PT Supreme Energy Rantau Dedap and a 49% interest in PT Saka Surya Wisesa, and capital injection into PT Bank Jasa
Jakarta, respectively.
Purchase in 2023 included US$287 million for Hongkong Land’s investment on the Chinese mainland; US$14 million for
Jardine Cycle & Carriage’s additional interest in Refrigeration Electrical Engineering Corporation; US$616 million, US$53 million,
US$25 million and US$99 million for Astra’s acquisition of a 20% interest in Nickel Industries, a 49.6% interest in PT Supreme
Energy Sriwijaya, a 25% interest in PT Equinix Indonesia JKT and an additional 14% interest in Halodoc (after which became a
21%-held associate), respectively.
(e) Purchase of other investments in 2024 included US$40 million for DFI Retail’s subscription of listed securities; US$288 million for
Astra’s acquisition of securities in relation to its financial services businesses and US$76 million for Corporate’s additional
investments in limited partnership investment funds.
Purchase in 2023 included US$357 million for Jardine Cycle & Carriage’s subscription to THACO’s convertible bonds and
US$285 million for Astra acquisition of securities in relation to its financial services businesses.
(f) Advances to and repayments to associates and joint ventures in 2024 comprised Hongkong Land’s advances to and repayments
to its property joint ventures.
Advances to and repayments to associates and joint ventures in 2023 included Hongkong Land’s advances to and repayments to its
property joint ventures of US$434 million and Mandarin Oriental’s advance to its associate hotel of US$20 million.
181
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
33 Notes to Consolidated Cash Flow Statement (continued)
(g) Repayments from and advances from associates and joint ventures in 2024 comprised Hongkong Land’s repayments from and
advances from its property joint ventures.
Repayments from and advances from associates and joint ventures in 2023 included Hongkong Land’s repayments from and
advances from its property joint ventures of US$1,184 million and Mandarin Oriental’s repayments from its associate and joint
venture hotels of US$67 million.
(h) Sale of subsidiaries
2024
2023
US$m
US$m
Non-current assets
378
441
Current assets
17
467
Non-current assets held for sale
–
50
Non-current liabilities
(36)
(232)
Current liabilities
(30)
(466)
Non-controlling interests
–
(3)
Net assets
329
257
Cumulative exchange translation losses
69
118
(Loss)/profit on disposal
(92)
7
Deferred gain on sale and leaseback of properties
12
–
Transaction costs and other payables
3
47
Sales proceeds
321
429
Cash and cash equivalents of subsidiaries disposed of
(4)
(64)
Net cash inflow
317
365
Net cash inflow for sale of subsidiaries in 2024 mainly included US$57 million and US$37 million from DFI Retail’s sale of property
holding companies in Taiwan and Singapore, respectively; and US$216 million from Mandarin Oriental’s sale of the Paris Hotel.
Net cash inflow in 2023 comprised US$359 million inflow from the Group’s sale of its automotive dealership business in the United
Kingdom and US$29 million inflow from Hongkong Land’s sale of a property interest in Vietnam; offset by US$23 million cash outflow
from DFI Retail’s divestment of its Malaysia grocery retail business.
(i) Sale of associates and joint ventures in 2024 included US$39 million for DFI Retail’s sale of Retail Technology Asia Limited and
US$344 million for Jardine Cycle & Carriage’s sale of Siam City Cement.
Sale in 2023 mainly included US$126 million for Jardine Pacific’s sale of Greatview Aseptic Packaging Company.
(j) Sale of other investments in 2024 comprised US$171 million and US$82 million sale of securities in Astra’s financial services
businesses and Corporate, respectively.
Sale in 2023 mainly included sale of securities in Astra’s financial services businesses.
Jardine Matheson Annual Report 2024
182
Notes to the Financial Statements
33 Notes to Consolidated Cash Flow Statement (continued)
(k) Sale of tangible assets in 2024 mainly included US$105 million for Mandarin Oriental’s sale of the retail units adjoining the
Paris Hotel, with a deferred consideration of US$54 million receivable in 2027 (refer note 17); and US$27 million for Jardine Cycle &
Carriage’s sale for its properties in Malaysia under a sale and leaseback arrangement.
Sale in 2023 included US$106 million for DFI Retail’s sale and sale and leaseback of properties in Singapore, Malaysia and
Indonesia; and US$225 million for Jardine Cycle & Carriage’s sale of its properties in Singapore under a sale and leaseback
arrangement.
(l) Change in interests in other subsidiaries
2024
2023
US$m
US$m
Increase in attributable interests
– Jardine Cycle & Carriage
(527)
(136)
– Mandarin Oriental
(172)
(18)
– Hongkong Land
–
(83)
– other
(1)
(3)
(700)
(240)
(m) Cash outflows for leases
2024
2023
US$m
US$m
Lease rentals paid
(1,229)
(1,213)
Additions to leasehold land under right-of-use assets
(25)
(31)
(1,254)
(1,244)
The above cash outflows are included in
– operating activities
(352)
(357)
– investing activities
(25)
(31)
– financing activities
(877)
(856)
(1,254)
(1,244)
(n) Analysis of balances of cash and cash equivalents
2024
2023
US$m
US$m
Cash and bank balances excluding restricted cash (refer note 22)
4,838
4,798
Bank overdrafts (refer note 29)
–
(16)
Cash and bank balances of subsidiaries classified as held of sale (refer note 23)
4
14
4,842
4,796
183
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
34 Derivative financial instruments
The fair values of derivative financial instruments at 31 December are as follows:
2024
2023
Positive
fair
value
Negative
fair
value
Positive
fair
value
Negative
fair
value
US$m
US$m
US$m
US$m
Designated as cash flow hedges
– forward foreign exchange contracts
8
2
2
4
– interest rate swaps
3
1
18
–
– cross currency swaps
40
67
51
66
51
70
71
70
Designated as fair value hedges
– forward contract (refer note 23)
–
1,051
–
–
– cross currency swaps
–
–
1
–
–
1,051
1
–
Non-qualifying as hedges
– forward foreign exchange contracts
8
2
1
–
Forward foreign exchange contracts
The contract amounts of the outstanding forward foreign exchange contracts at 31 December 2024 were US$1,362 million
(2023: US$522 million). Included in the contract amounts outstanding at 31 December 2024 was US$613 million related to the
divestment of interest in Yonghui with a fair value gain of US$8 million (refer note 23).
Interest rate swaps
The notional principal amounts of the outstanding interest rate swap contracts at 31 December 2024 were US$624 million
(2023: US$1,010 million).
At 31 December 2024, the fixed interest rates relating to interest rate swaps varied from 2.0% to 4.7% (2023: 0.7% to 4.7%)
per annum.
The fair values of interest rate swaps at 31 December 2024 were based on the estimated cash flows discounted at market rates
ranging from 0.9% to 4.6% (2023: 0.9% to 6.0%) per annum.
Cross currency swaps
The contract amounts of the outstanding cross currency swap contracts at 31 December 2024 were US$2,835 million
(2023: USS$3,603 million).
Forward contract
The contract amount of outstanding forward contract at 31 December 2024 was US$616 million, and related to the divestment of
interest in Yonghui (refer note 23).
Jardine Matheson Annual Report 2024
184
Notes to the Financial Statements
35 Commitments
2024
2023
US$m
US$m
Capital commitments:
Authorised not contracted
– capital expenditure and investments
1,197
739
Contracted not provided
– investments in joint ventures
716
745
– capital expenditure and investments
642
799
1,358
1,544
2,555
2,283
At 31 December 2024 and 2023, there were no short-term lease commitments which were significantly dissimilar to those relating to
the portfolio of short-term leases for which expenses were recognised for the years ended 31 December 2024 and 2023.
Total future sublease payments receivable amounted to US$10 million at 31 December 2024 (2023: US$2 million).
36 Contingent liabilities
Following the acquisition of the 15% of Jardine Strategic not previously owned by the Company and its wholly-owned subsidiaries,
which was effected on 14 April 2021, a number of former Jardine Strategic shareholders are seeking an appraisal of the fair value of
their shares in Jardine Strategic by the Bermuda court, relying upon the process referred to in the shareholder circular issued in
connection with the acquisition. These shareholders claim the consideration of US$33 per share that Jardine Strategic considered to
be fair value for its shares, and that all shareholders have already received, did not represent fair value. Although the proceedings
were commenced in April 2021, they are still ongoing. It is anticipated that the court appraisal process will not be concluded for at
least a further 12 months and will likely extend further. The Board believes that the US$33 per share that was paid represented fair
value to Jardine Strategic minority shareholders and is of the opinion that no provision is required in relation to these claims.
Various Group companies are involved in litigation arising in the ordinary course of their respective businesses. Having reviewed
outstanding claims and taking into account legal advice received, the Directors are of the opinion that adequate provisions have
been made.
185
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
37 Related party transactions
In the normal course of business the Group undertakes a variety of transactions with certain of its associates and joint ventures.
2024
2023
US$m
US$m
Sales to associates and joint ventures
– motor vehicles and spare parts
759
810
– coal mining and heavy equipment
622
977
– crude palm oil
280
440
1,661
2,227
Purchases from associates and joint ventures
– motor vehicles and spare parts
5,925
6,484
– ready-to-eat products
46
47
5,971
6,531
Services received from associates and joint ventures
– point-of-sale system implementation and consultancy services
20
17
The Group manages six (2023: six) associate and joint venture hotels. Management fees received by the Group in 2024 from these
managed hotels amounted to US$19 million (2023: US$14 million).
The Group has engaged one of its joint ventures in the construction business for the redevelopment of a Group’s
commercial property in Hong Kong. The value of works completed amounted to US$164 million as of 31 December 2024
(2023: US$60 million).
Amounts of outstanding balances with associates and joint ventures are included in debtors and creditors, as appropriate
(refer notes 17 and 31).
Details of Directors’ remuneration (being the key management personnel compensation) are shown on page 90 under the heading
of ‘Remuneration Outcomes in 2024’.
The Company’s Directors’ remuneration includes payments made by a trust created in 1947 (the 1947 Trust) which represents
distributions from the income of the 1947 Trust. The 1947 Trust’s income consists solely of ordinary dividends it receives on its
shareholding in the Company. The 1947 Trust was established and acts independently of, and is not controlled by the Company.
Accordingly, the dividends that the Company paid to the 1947 Trust on its shareholding are accounted for as ordinary dividends and
the amounts paid to the Company’s Directors by the 1947 Trust are not accounted for as expenses of the Group. However, as the
amounts paid to the Directors related to their service to the Company and depends on their performance, they have been included as
part of the disclosure of Directors’ remuneration.
Jardine Matheson Annual Report 2024
186
Notes to the Financial Statements
38 Summarised balance sheet of the Company
Included below is certain summarised balance sheet information of the Company disclosed in accordance with Bermuda law.
2024
2023
US$m
US$m
Subsidiaries
1,493
1,659
Current assets
962
586
Total assets
2,455
2,245
Share capital (refer note 24)
73
72
Share premium and capital reserves (refer note 26)
11
13
Revenue and other reserves
1,697
1,481
Shareholders’ funds
1,781
1,566
Current liabilities
674
679
Total equity and liabilities
2,455
2,245
Subsidiaries are shown at cost less amounts provided.
39 Post balance sheet event
On 26 February 2025, DFI Retail completed the divestment of its interest in Yonghui (refer note 23).
187
Jardine Matheson Annual Report 2024
O ver view
Lea ders hip s ta tem ent s
Crea ti ng va l ue
Per forma nce
Gove r na nce
Fi na ncia l s
Notes to the Financial Statements
40 Principal subsidiaries
The Group’s principal subsidiaries at 31 December 2024 are set out below:
Place of
incorporation/
principal place of
business
Nature of business
Attributable
interests
Proportion of ordinary
shares and voting powers at
31 December 2024 held by
2024
2023
the Group
non-controlling
interests
%
%
%
%
DFI Retail Group Holdings Ltd
Bermuda/
China and
Southeast Asia
Health and beauty,
convenience, food,
home furnishing,
restaurants and other
retailing
78
78
78
22
Hongkong Land Holdings Ltd
Bermuda/
China and
Southeast Asia
Property investment,
management &
development
53
53
53
47
Jardine Cycle & Carriage Ltd
Singapore/
Southeast Asia
A 50.1% interest in PT
Astra International Tbk,
automotive and holding
85
78
85
15
Jardine Matheson Ltd
Bermuda/
Hong Kong
Group management
100
100
100
–
Jardine Pacific Holdings Ltd
Bermuda/
China and
Southeast Asia
Engineering &
construction, transport
services, automotive
and restaurants
100
100
100
–
Jardine Strategic Ltd
Bermuda/
China and
Southeast Asia
Holding
100
100
100
–
Mandarin Oriental
International Ltd
Bermuda/
Worldwide
Hotel investment &
management
88
80
88
12
Matheson & Co., Ltd
England/
United Kingdom
Holding and
management
100
100
100
–
PT Astra International Tbk
Indonesia/
Indonesia
Automotive, financial
services, heavy
equipment, mining and
construction and energy,
agribusiness,
infrastructure and
logistics, information
technology and property
42
39
50
50
All subsidiaries are included in the consolidation.
Attributable interests represent the proportional holdings of the Company, held directly or through its subsidiaries, in the issued share
capitals of the respective companies, after the deduction of any shares held by the trustees of the employee share option schemes of
any such company and any shares in any such company owned by its wholly-owned subsidiaries.
Jardine Matheson Annual Report 2024
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Notes to the Financial Statements
41 Material accounting policies
Basis of consolidation
(i) The consolidated financial statements include the financial statements of the Company, its subsidiaries, and the Group’s interests
in associates and joint ventures.
(ii) A subsidiary is an entity over which the Group has control. The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over
the entity.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition
includes the fair value at the acquisition date of any contingent consideration. The Group recognises the non-controlling interest’s
proportionate share of the recognised identifiable net assets of the acquired subsidiary. In a business combination achieved in
stages, the Group remeasures its previously held interest in the acquiree at its acquisition-date fair value and recognises the
resulting gain or loss in profit and loss. Changes in a parent’s ownership interest in a subsidiary that do not result in the loss of
control are accounted for as equity transactions. When control over a previous subsidiary is lost, any remaining interest in the entity
is remeasured at fair value and the resulting gain or loss is recognised in profit and loss.
All material intercompany transactions, balances and unrealised surpluses and deficits on transactions between Group companies
have been eliminated. The cost of and related income arising from shares held in the Company by subsidiaries are eliminated from
shareholders’ funds and non-controlling interests, and profit, respectively.
(iii) An associate is an entity, not being a subsidiary or joint venture, over which the Group exercises significant influence. A joint
venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of
the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions
about the relevant activities require unanimous consent of the parties sharing control.
Associates and joint ventures are included on the equity basis of accounting.
Profits and losses resulting from upstream and downstream transactions between the Group and its associates and joint ventures
are recognised in the consolidated financial statements only to the extent of unrelated investor’s interests in the associates and
joint ventures.
(iv) Non-controlling interests represent the proportion of the results and net assets of subsidiaries and their associates and joint
ventures not attributable to the Group.
(v) The results of subsidiaries, associates and joint ventures are included or excluded from their effective dates of acquisition or
disposal, respectively. The results of entities other than subsidiaries, associates and joint ventures are included to the extent of
dividends received when the right to receive such dividend is established.
Foreign currencies
Transactions in foreign currencies are accounted for at the exchange rates ruling at the transaction dates.
Assets and liabilities of subsidiaries, associates and joint ventures, together with all other monetary assets and liabilities expressed in
foreign currencies, are translated into United States dollars at the rates of exchange ruling at the year end. Results expressed in
foreign currencies are translated into United States dollars at the average rates of exchange ruling during the year, which
approximate the exchange rates at the dates of the transactions.
Exchange differences arising from the retranslation of the net investment in foreign subsidiaries, associates and joint ventures, and
of financial instruments which are designated as hedges of such investments, are recognised in other comprehensive income and
accumulated in equity under exchange reserves. On the disposal of these investments, such exchange differences are recognised in
profit and loss. Exchange differences on other investments measured at fair value through profit and loss are recognised in profit and
loss as part of the gains and losses arising from changes in their fair value. Exchange differences on other investments measured at
fair value through other comprehensive income are recognised in other comprehensive income as part of the gains and losses
arising from changes in their fair value. All other exchange differences are recognised in profit and loss.
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Notes to the Financial Statements
Goodwill and fair value adjustments arising on acquisition of a foreign entity after 1 January 2003 are treated as assets and liabilities
of the foreign entity and translated into United States dollars at the rate of exchange ruling at the year end.
Impairment of non-financial assets
Assets that have indefinite useful lives are not subject to amortisation and are tested for impairment annually and whenever there is
an indication that the assets may be impaired. Assets that are subject to amortisation are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount may not be recoverable. For the purpose of assessing impairment,
assets are grouped at the lowest level for which there is separately identifiable cash flows. Cash generating units or groups of
cash-generating units to which goodwill has been allocated are tested for impairment annually and whenever there is an indication
that the units may be impaired. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds
its recoverable amount, which is the higher of an asset’s fair value less costs to sell and value in use. Non-financial assets other than
goodwill that suffered an impairment are reviewed for possible reversal of the impairment annually.
Intangible assets
(i) Goodwill represents the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the
acquiree, and the acquisition-date fair value of any previously held equity interest in the acquiree over the acquisition date fair value
of the Group’s share of the net identifiable assets acquired. Non-controlling interests are measured at their proportionate share of the
net identifiable assets at the acquisition date. If the cost of acquisition is less than the fair value of the net assets acquired, the
difference is recognised directly in profit and loss. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill
on acquisitions of associates and joint ventures is included in investment in associates and joint ventures. Goodwill is allocated to
cash-generating units or groups of cash-generating units for the purpose of impairment testing and is carried at cost less
accumulated impairment loss.
The profit or loss on disposal of subsidiaries, associates and joint ventures is stated after deducting the carrying amount of goodwill
relating to the entity sold.
(ii) Franchise rights, which are rights under franchise agreements, are separately identified intangible assets acquired as part of a
business combination. These franchise agreements are deemed to have indefinite lives because either they do not have any term of
expiry or their renewal by the Group would be probable and would not involve significant costs, taking into account the history of
renewal and the relationships between the franchisee and the contracting parties. The useful lives are reviewed at each balance
sheet date. Franchise rights are carried at cost less accumulated impairment loss.
(iii) Concession rights are operating rights for toll roads under service concession arrangements. Toll road concession rights are
stated at cost, less accumulated amortisation and impairment. Toll road concession rights are amortised using the units of production
(volume of traffic) method from the date of toll roads are ready for use. The amortisation is calculated based on estimated volume of
traffic. Changes in estimated volume of traffic are accounted for, on a prospective basis, from the beginning of the period in which the
change occurs.
(iv) Deferred exploration costs relating to mining resources are capitalised when the rights of tenure of a mining area are current and
is considered probable that the costs will be recouped through successful development and exploitation of the area. Deferred
exploration costs are amortised using the unit of production method, and are assessed for impairment if facts and circumstances
indicate that impairment may exist.
(v) Other intangible assets are stated at cost less accumulated amortisation. Amortisation is calculated on the straight line basis to
allocate the cost of intangible assets over their estimated useful lives.
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Notes to the Financial Statements
Tangible fixed assets and depreciation
Freehold properties comprised land and buildings. Freehold land is stated at cost less any impairment. No depreciation is provided
on freehold land as it is deemed to have an indefinite life. Buildings on freehold and leasehold land are stated at cost less any
accumulated depreciation and impairment. Mining properties, which are contractual rights to mine and own coal and gold reserves in
specified concession areas, and other tangible fixed assets are stated at cost less amounts provided for depreciation. Cost of mining
properties includes expenditure to restore and rehabilitate coal and gold mining areas following the completion of production.
Depreciation of tangible fixed assets other than mining properties is calculated on the straight-line basis to allocate the cost or
valuation of each asset to its residual value over its estimated useful life. The residual values and useful lives are reviewed at each
balance sheet date. The estimated useful lives are as follows:
Buildings
– hotels
21 to 150 years
– others
20 to 61 years
Surface, finishes and services of hotel properties
20 to 30 years
Leasehold improvements
shorter of unexpired lease term or useful life
Plant and machinery
2 to 25 years
Furniture, equipment and motor vehicles
2 to 25 years
Mining properties are depreciated using the unit of production method.
Where the carrying amount of a tangible fixed asset is greater than its estimated recoverable amount, it is written down immediately
to its recoverable amount.
The profit or loss on disposal of tangible fixed assets is recognised by reference to their carrying amount.
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Lease contracts may contain lease and non-lease components. The Group allocates the consideration in the contract to lease and
non-lease component based on their relative stand-alone prices. For property leases where the Group is a lessee, it has elected not
to separate lease and immaterial non-lease components and accounts for these items as a single lease component.
(i) As a lessee
The Group enters into property leases for use as retail stores and offices, as well as leases for plant & machinery and motor vehicles
for use in its operations.
The Group recognises right-of-use assets and lease liabilities at the lease commencement dates, that is the dates the underlying
assets are available for use. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment, and
adjusted for any remeasurement of lease liabilities. The cost of the right-of-use assets includes amounts of the initial measurement of
lease liabilities recognised, lease payments made at or before the commencement dates less any lease incentives received, initial
direct costs incurred and restoration costs. Right-of-use assets are depreciated using the straight-line method over the shorter of
their estimated useful lives and the lease terms.
When right-of-use assets meet the definition of investment properties, they are presented in investment properties, and are initially
measured at cost and subsequently measured at fair value, in accordance with the Group’s accounting policy.
The Group also has interests in leasehold land for use in its operations. Lump sum payments were made upfront to acquire these
land interests from their previous registered owners or governments in the jurisdictions where the land is located. There are no
ongoing payments to be made under the term of the land leases, other than insignificant lease renewal costs or payments based on
rateable value set by the relevant government authorities. These payments are stated at cost and are amortised over the term of the
lease which includes the renewal period if the lease can be renewed by the Group without significant cost.
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Notes to the Financial Statements
Lease liabilities are measured at the present value of lease payments to be made over the lease terms. Lease payments include
fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend
on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the
exercise price of a purchase option reasonably certain to be exercised and payments of penalties for terminating a lease, if the lease
term reflects the Group exercising that option. The variable lease payments that do not depend on an index or a rate are recognised
as expense in the period on which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date
if the interest rate implicit in the lease is not readily determinable. Lease liabilities are measured at amortised cost using the effective
interest method. After the commencement date, the amount of lease liabilities is increased by the interest costs on the lease liabilities
and decreased by lease payments made.
The carrying amount of lease liabilities is remeasured when there is a change in the lease term, or there is a change in future lease
payments arising from a change in an index or rate, or there is a change in the Group’s estimate of the amount expected to be
payable under a residual guarantee, or there is a change arising from the reassessment of whether the Group will be reasonably
certain to exercise an extension or a termination option. When the lease liability is remeasured, a corresponding adjustment is made
to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of right-of-use asset has been
reduced to zero.
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low value assets and short-term leases.
Low value assets comprised IT equipment and small items of office furniture. Short-term leases are leases with a lease term of 12
months or less. Lease payments associated with these leases are recognised on a straight-line basis as an expense in profit and
loss over the lease term.
Lease liabilities are classified as non-current liabilities unless payments are within 12 months from the balance sheet date.
(ii) As a lessor
The Group enters into contracts with lease components as a lessor primarily on its investment properties. These leases are operating
leases as they do not transfer the risk and rewards incidental to the underlying investment properties. The Group recognises the
lease payments received under these operating leases on a straight line basis over the lease term as part of revenue in the profit
and loss.
Investment properties
Properties including those under operating leases which are held for long-term rental yields or capital gains are classified and
accounted for as investment properties, but the business model does not necessarily envisage that the properties will be held for
their entire useful life. Investment properties are carried at fair value, representing estimated open market value determined annually
by independent qualified valuers who have recent experience in the location and category of the investment property being valued.
The market value of commercial properties are calculated on the discounted net rental income allowing for reversionary potential.
The market value of residential properties are arrived at by reference to market evidence of transaction prices for similar properties.
Changes in fair value are recognised in profit and loss.
Owner-occupied portions of multi-purpose properties are accounted for as tangible fixed assets unless the portion is considered
insignificant, in which case this portion is treated as part of investment properties.
Bearer plants
Bearer plants are stated at cost less any accumulated depreciation and impairment loss. The cost of bearer plants includes costs
incurred for field preparation, planting, fertilising and maintenance, capitalisation of borrowing costs incurred on loans used to finance
the development of immature bearer plants and an allocation of other indirect costs based on planted hectares. Bearer plants are
considered mature three to four years after planting and once they are generating fresh fruit bunches which average four to six
tonnes per hectare per year. Depreciation of mature bearer plants commences in the year when the bearer plants are mature using
the straight-line method over the estimated useful life of 20 years. Agricultural produce growing on bearer plants comprise oil palm
fruits which are measured at fair value. Changes in fair value are recorded in the profit and loss.
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Notes to the Financial Statements
Investments
The Group classifies its investments into the following measurement categories:
(i) Those to be measured subsequently at fair value, either through other comprehensive income or through profit and loss; and
(ii) Those to be measured at amortised cost.
The classification is based on the management’s business model and their contractual cash flows characteristics.
Equity investments are measured at fair value with fair value gains and losses recognised in profit and loss, unless management has
elected to recognise the fair value gains and losses through other comprehensive income. For equity investments measured at fair
value through other comprehensive income, gains or losses realised upon disposal are not reclassified to profit and loss. Dividends
from equity investments are recognised in profit and loss when the right to receive payments is established.
Debt investments that are held for collection of contractual cash flows and for sale, where the cash flows represent solely payments
of principal and interest, are measured at fair value through other comprehensive income. On disposal, the cumulative gain or loss
previously recognised in other comprehensive income is reclassified from equity to profit and loss. Interest income calculated using
the effective interest rate method is recognised in profit and loss.
Debt investments that are held for collection of contractual cash flows till maturity, where the cash flows represent solely payments of
principal and interest, are measured at amortised cost. Any gain or loss arising on disposal is recognised in profit and loss. Interest
income calculated using the effective interest rate method is recognised in profit and loss.
Limited partnership investment funds, which are structured in the form of limited partnerships for the purpose of managing
investments for the benefit of its investors, are measured at fair value with fair value gains and losses recognised in profit and loss.
Distributions from these investment funds are recognised in profit and loss when the right to receive payments is established.
At initial recognition, the Group measures an investment at its fair value plus, in the case of the investment not at fair value through
profit or loss, transaction costs that are directly attributable to the acquisition of the investment. Transaction costs of investments
carried at fair value through profit and loss are expensed in profit and loss.
Investments with embedded derivatives are considered in their entirety when determining whether their cash flows are solely
payment of principal and interest.
The Group assesses on a forward-looking basis the expected credit losses associated with both types of debt investments. They are
considered ‘credit impaired’ when one or more events that have a detrimental impact on the estimated future cash flows have
occurred. Any impairment is recognised in profit and loss.
All purchases and sales of investments are recognised on the trade date, which is the date that the Group commits to purchase or
sell the investments.
Investments are classified as non-current assets, unless in the case of debt investments with maturities less than 12 months after the
balance sheet date, are classified as current assets.
Properties for sale
Properties for sale, which comprise land and buildings held for resale, are stated at the lower of cost and net realisable value.
A portion of the properties for sale is leased out prior to sales to enhance shareholder profitability. These leased properties are
classified and accounted for as properties for sale. The cost of properties for sale comprises land costs, construction and other
development costs, and borrowing costs.
Stocks and work in progress
Stocks, which principally comprise goods held for resale, are stated at the lower of cost and net realisable value. Cost is determined
by the first-in, first-out method, specific identification method and weighted average method. The cost of finished goods and work in
progress comprises raw materials, labour and an appropriate proportion of overheads.
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Notes to the Financial Statements
Debtors
Financing and trade debtors are recognised initially at the amount of consideration that is unconditional and measured subsequently
at amortised cost using the effective interest method. Finance lease receivables are shown as the finance lease receivables plus the
guaranteed residual values at the end of the lease period, net of unearned finance lease income, security deposits and provision for
doubtful receivables. A contract asset arises if the Group has a right to consideration in exchange for goods or services the Group
has transferred to a customer, that is conditional on something other than the passage of time. Repossessed collateral of finance
companies are measured at the lower of the carrying amount of the debtors in default and fair value less costs to sell. All other
debtors, excluding derivative financial instruments, are measured at amortised cost except where the effect of discounting would be
immaterial. The Group assesses on a forward-looking basis using the three stages expected credit losses model on potential losses
associated with its consumer financing debtors and financing lease receivables. The impairment measurement is subject to whether
there has been a significant increase in credit risk. For trade debtors and contract assets, the Group applied the simplified approach
as permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the debtors. Provision for
impairment is established by considering potential financial difficulties of the debtor, probability that the debtor will enter bankruptcy
or financial reorganisation, and default or delinquency in payments. The carrying amount of the asset is reduced through the use of
an allowance account and the amount of the loss is recognised in arriving at operating profit. When a debtor is uncollectible, it is
written off against the allowance account. Subsequent recoveries of amount previously written off are credited to profit and loss.
Debtors with maturities greater than 12 months after the balance sheet date are classified under non-current assets.
Cash and cash equivalents
For the purposes of the cash flow statement, cash and cash equivalents comprise deposits at call with banks and financial
institutions, bank and cash balances, and other liquid investments, with original maturities of three months or less, net of bank
overdrafts. In the balance sheet, bank overdrafts are included in current borrowings. Restricted cash and bank balances that are not
available for use within three months from the balance sheet date are excluded from cash and cash equivalents. If such balances are
restricted in use for a period exceeding one year, they are classified as part of other debtors.
Liquid investments, which are readily convertible to known amounts of cash and which are subject to an insignificant risk of change
in value, are included in cash and bank balances and are stated at market value. Increases or decreases in market value are
recognised in profit and loss.
Provisions
Provisions are recognised when the Group has present legal or constructive obligations as a result of past events, it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligations, and a reliable estimate of the amount
of the obligations can be made.
Borrowings and borrowing costs
Borrowings are initially recognised at fair value, net of transaction costs incurred. In subsequent periods, borrowings are stated at
amortised cost using the effective interest method.
On the issue of bonds which are convertible into a fixed number of ordinary shares of the issuing entity, the fair value of the liability
portion is determined using a market interest rate for an equivalent non-convertible bond; this amount is included in long-term
borrowings on the amortised cost basis until extinguished on conversion or maturity of the bond. The remainder of the proceeds is
allocated to the conversion option which is recognised and included in shareholders’ funds. On the issue of convertible bonds which
are not convertible into the issuing entity’s own shares or which are not convertible into a fixed number of ordinary shares of the
issuing entity, the fair value of the conversion option component is determined and included in current liabilities, and the residual
amount is allocated to the carrying amount of the bond. Any conversion option component included in current liabilities is shown at
fair value with changes in fair value recognised in profit and loss.
Borrowing costs relating to major development projects are capitalised until the asset is substantially completed. Capitalised
borrowing costs are included as part of the cost of the asset. All other borrowing costs are expensed as incurred.
Borrowings are classified as current liabilities unless, at the end of the reporting period, the Group has a right to defer settlement of
the liability for at least 12 months after the balance sheet date.
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Notes to the Financial Statements
Current and deferred tax
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit and loss, except to the extent that it
relates to items recognised in other comprehensive income or direct in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date
in the countries where the Group operates and generates taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is
subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax
authorities.
Deferred tax is provided, using the liability method, for all temporary differences arising between the tax bases of assets and liabilities
and their carrying values. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the
balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Provision for deferred tax is made on the revaluation of certain non-current assets and, in relation to acquisitions, on the difference
between the fair value of the net assets acquired and their tax base. Deferred tax is provided on temporary differences associated
with investments in subsidiaries, associates and joint ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets
relating to the carry forward of unused tax losses are recognised to the extent that it is probable that future taxable profit will be
available against which the unused tax losses can be utilised.
Employee benefits
The Group operates a number of defined benefit and defined contribution plans, the assets of which are held in trustee
administered funds.
Pension accounting costs for defined benefit plans are assessed using the projected unit credit method. Under this method, the costs
of providing pensions are charged to profit and loss spreading the regular cost over the service period in which employees accrue
benefits, in accordance with the advice of qualified actuaries, who carry out a full valuation of major plans every year. Plan assets are
measured at fair value.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in other
comprehensive income in the year in which they occur.
Past service costs are recognised immediately in profit and loss.
The Group’s total contributions relating to the defined contribution plans are charged to profit and loss in the year to which
they relate.
Assets held for sale
Assets are classified as held for sale and stated at the lower of carrying amount and fair value less costs to sell if their carrying
amounts are expected to be recovered principally through a sale transaction rather than through continuing use. Once classified as
held for sale, non-current assets subjected to amortisation or depreciation are no longer amortised or depreciated, and associates
and joint ventures cease application of the equity method of accounting.
Derivative financial instruments
The Group only enters into derivative financial instruments in order to hedge underlying exposures and not as speculative
investments. Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and
are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss is dependent on the nature of
the item being hedged. The Group designates certain derivatives as a hedge of the fair value of a recognised asset or liability
(fair value hedge), or a hedge of a forecasted transaction or of the foreign currency risk on a firm commitment (cash flow hedge), or a
hedge of a net investment in a foreign entity.
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At inception of the hedge relationship, the Group documents the economic relationship between hedging instruments and hedged
items including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of
hedged items. The Group documents its risk management objective and strategy for undertaking its hedge transactions.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges and that are highly effective, are
recognised in profit and loss, along with any changes in the fair value of the hedged asset or liability that is attributable to the hedged
risk. The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings is recognised in profit and
loss within finance costs, together with changes in the fair value of the hedged fixed rate borrowings attributable to interest rate risk.
The gain or loss relating to the ineffective portion is recognised in profit and loss. When a hedging instrument expires or is sold, or
when a hedge no longer meets the criteria for hedge accounting, the cumulative adjustment to the carrying amount of a hedged item
for which the effective interest method is used is amortised to profit and loss over the residual period to maturity.
Changes in the fair value of derivatives that are designated and qualify as cash flow hedges and that are highly effective,
are recognised in other comprehensive income and accumulated in equity under hedging reserves. Changes in the fair value
relating to the ineffective portion is recognised immediately in profit and loss. Where the hedged item results in the recognition of a
non-financial asset or of a non-financial liability, the deferred gains and losses are included in the initial measurement of the cost of
the asset or liability. The deferred amounts are ultimately recognised in profit and loss as the hedged item affects profit and loss.
Otherwise, amounts deferred in hedging reserves are transferred to profit and loss in the same periods during which the hedged firm
commitment or forecasted transaction affects profit and loss. The gain or loss relating to the effective portion of the interest rate
swaps hedging variable rate borrowings is recognised in profit and loss within finance cost at the same time as the interest expense
on the hedged borrowings. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge
accounting, any cumulative gain or loss existing in hedging reserves at that time remains in the hedging reserves and is recognised
when the committed or forecasted transaction ultimately is recognised in profit and loss. When a committed or forecasted transaction
is no longer expected to occur, the cumulative gain or loss that was reported in hedging reserves is immediately transferred to profit
and loss.
Certain derivative transactions, while providing effective economic hedges under the Group’s risk management policies, do not
qualify for hedge accounting under the specific rules in IFRS 9. Changes in the fair value of any derivative instruments that do not
qualify for hedge accounting under IFRS 9 are recognised immediately in profit and loss.
Hedges of net investments in foreign entities are accounted for on a similar basis to that used for cash flow hedges. Any gain or loss
on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income and
accumulated in exchange reserves; the gain or loss relating to the ineffective portion is recognised immediately in profit and loss.
The fair value of derivatives which are designated and qualify as effective hedges are classified as non-current assets or liabilities if
the remaining maturities of the hedged assets or liabilities are greater than 12 months after the balance sheet date.
Insurance contracts
Contracts under which the Group accepts significant insurance risk are classified as insurance contracts. Contracts held by the
Group under which it transfers significant insurance risk related to underlying insurance contracts are classified as reinsurance
contracts.
On initial recognition, insurance contracts are measured as the total of (a) the fulfilment cash flows (FCF), adjusted to reflect the time
value of money and the associated financial risks, and a risk adjustment for non-financial risk; and (b) the contractual service margin
(CSM). The FCF are the current estimates of the future cash flows within the contract boundary that the Group expects to collect
from premiums and pay out for claims, benefits and expenses, adjusted to reflect the timing and the uncertainty of those amounts.
The CSM is a component of the carrying amount of the insurance contract asset or liability representing the unearned profit that the
Group will recognise as it provides insurance contract services in the future. Subsequently, the carrying amount at each reporting
date is the sum of the liability for remaining coverage and the liability for incurred claims. The liability for remaining coverage
comprises (a) the FCF that relate to services that will be provided under the contracts in future periods and (b) any remaining CSM at
that date. The liability for incurred claims includes the FCF for incurred claims and expenses that have not yet been paid, including
claims that have been incurred but not yet reported.
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Notes to the Financial Statements
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to
offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability
simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course
of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.
Non-trading items
Non-trading items are separately identified to provide greater understanding of the Group’s underlying business performance.
Items classified as non-trading items include fair value gains or losses on revaluation of investment properties, and equity and debt
investments which are measured at fair value through profit and loss; gains and losses arising from the sale of businesses,
investments and properties; impairment of non-depreciable intangible assets, associates and joint ventures and other investments;
provisions for the closure of businesses; acquisition-related costs in business combinations; and other credits and charges of a
non-recurring nature that require inclusion in order to provide additional insight into underlying business performance.
Earnings per share
Basic earnings per share are calculated on profit attributable to shareholders and on the weighted average number of shares in issue
during the year. The weighted average number excludes the Company’s share of the shares held by subsidiaries. For the purpose of
calculating diluted earnings per share, profit attributable to shareholders is adjusted for the effects of the conversion of dilutive
potential ordinary shares of subsidiaries, associates or joint ventures, and the weighted average number of shares is adjusted for the
number of shares which are deemed to be issued for no consideration under the Senior Executive Share Incentive Schemes based
on the average share price during the year.
Dividends
Dividends proposed or declared after the balance sheet date are not recognised as a liability at the balance sheet date.
The nominal amount of the ordinary shares issued as a result of election for scrip is capitalised out of the share premium account or
other reserves, as appropriate.
Revenue recognition
(i) Property
Properties for sale
Revenue from properties for sale is recognised when or as the control of the property is transferred to the customer. Revenue
consists of the fair value of the consideration received and receivable, net of value added tax, rebates and discounts. Proceeds
received in advance for pre-sale are recorded as contract liabilities. Depending on the terms of the contract and the laws that apply
to the contract, control of the property may transfer over time or at a point in time.
If control of the property transfers over time, revenue is recognised over the period of the contract by reference to the progress
towards complete satisfaction of that performance obligation. Otherwise, revenue is recognised at a point in time when the customer
obtains control of the property.
The progress towards complete satisfaction of the performance obligation is measured based on the Group’s efforts or inputs to the
satisfaction of the performance obligation, by reference to the contract costs incurred up to the end of reporting period as a
percentage of total estimated costs for each contract.
For properties for sale under development and sales contract for which the control of the property is transferred at a point in time,
revenue is recognised when the customer obtains the physical possession or the legal title of the completed property and the Group
has present right to payment and the collection of the consideration is probable.
Investment properties
Rental income from investment properties are accounted for on an accrual basis over the lease terms.
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(ii) Motor vehicles
Revenue from the sale of motor vehicles, including motorcycles, and rendering of aftersales services, is recognised through
dealership structures. In instances where the contracts with customers include multiple deliverables, the separate performance
obligations are identified. The transaction price, which is represented by the consideration fixed in the contract and net of discounts if
any, is then allocated to each performance obligation based on their relative stand-alone selling prices. When a stand-alone selling
price is not directly observable, it is estimated. Revenue from the sale of motor vehicles is recognised when control of the motor
vehicles is transferred to the customer, which generally coincides with the point of delivery. Revenue from the aftersales services is
recognised when the services are rendered. In instances where payments are received in advance from customers but there are
unfulfilled aftersales services obligations by the Group, a contract liability is recognised for which revenue is subsequently recognised
over time as the services are rendered.
(iii) Retail and restaurants
Revenue from retail includes sales from the supermarket and hypermarkets, health and beauty stores, and home furnishing stores.
Revenue consists of the fair value of goods sold to customers, net of returns, discounts and sales related taxes. Sale of goods is
recognised at the point of sale, when the control of the asset is transferred to the customers, and is recorded at the net amount
received from customers.
Revenue from restaurants comprises the sale of food and beverages and is recognised at the point when the Group sells the food
and beverages to the customer and payment is due immediately when the customer purchases the food and beverages.
(iv) Financial services
Revenue from consumer financing and finance leases is recognised over the term of the respective contracts based on a constant
rate of return on the net investment, using the effective interest method. Revenue from insurance contracts recognised in the period
represents the transfer of services provided at an amount that reflects the portion of consideration that the Group expects to be
entitled to in exchange for those services. For insurance contracts not measured under the premium allocation approach, the Group
reduces the liability for remaining coverage and recognises insurance revenue for the services provided.
(v) Engineering, heavy equipment, mining, construction and energy
Engineering
Revenue from engineering, including supplying, installing and servicing engineering equipment is recognised over time based on
the enforceable right to payment for the performance completed to date and using the output method on the basis of direct
measurements of the value to customer of the Group’s performance to date, as evidenced by the certification by qualified
architects and/or surveyors. When there is more than one single performance obligation under a contract or any contract modification
creates a separate performance obligation, the revenue will be allocated to each performance obligation based on their relative
stand-alone selling prices. Payments received in advance from customers but there are unfulfilled obligations, are recognised as
contract liabilities.
Claims, variations and liquidated damages are accounted for as variable consideration and are included in contract revenue provided
that it is highly probable that a significant reversal will not occur in the future.
Heavy equipment
Revenue from heavy equipment includes sale of heavy equipment and rendering of maintenance services. In instances where the
contracts with customers include multiple deliverables, the separate performance obligations are identified and generally referred as
sale of heavy equipment and rendering of maintenance services. The transaction price, which is represented by the consideration
fixed in the contract and net of discounts if any, is then allocated to each performance obligation based on their relative stand-alone
selling prices. Revenue from the sale of heavy equipment is recognised when control of the heavy equipment is transferred to the
customer, which generally coincides with the point of delivery. Payments from customers for maintenance services are received in
advance and recognised as a contract liability. Revenue from the maintenance services is recognised when customer has received
and consumed benefit from the services.
Mining
Revenue from mining includes contract mining services and through the Group’s own production. The performance obligations
identified under contract mining services relate to the extraction of mining products and removal of overburden on behalf of the
customers. Revenue is recognised when the services are rendered by reference to the volume of mining products extracted and
overburden removed at contracted rates, and payment is due upon delivery. Revenue from its own mining production is recognised
when control of the output is transferred to the customer, which generally coincides with the point of delivery.
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Notes to the Financial Statements
Construction
Revenue from construction includes contracts to provide construction and foundation services for building, civil and maritime works.
Under the contracts, the Group’s construction activities creates or enhances an asset or work in progress that the customer controls
as the asset is created or enhanced, and hence revenue is recognised over time by reference to the progress towards completing
the construction works. Under this method, the revenue recognised is based on the latest estimate of the total value of the contract
and actual completion rate determined by reference to the physical state of progress of the works.
Claims, variations and liquidated damages are accounted for as variable consideration and are included in contract revenue provided
that it is highly probable that a significant reversal will not occur in the future.
(vi) Hotels
Revenue from hotel ownership comprises amounts earned in respect of rental of rooms, food and beverage sales, and other ancillary
services and goods supplied by the subsidiary hotels. Revenue is recognised over the period when rooms are occupied or services
are performed. Revenue from the sale of food and beverages and goods is recognised at the point of sale when the food and
beverages and goods are delivered to customers. Payment is due immediately when the hotel guest occupies the room and receives
the services and goods.
Revenue from hotel and residences branding and management comprises gross fees earned from the branding and management of
all the hotels and residences operated by the Group. Branding and management fees are recognised over time as determined by
the relevant contract, taking into account the performance of the hotels, and the sales and operating expenses of the residences.
Fees charged to the subsidiary hotels are eliminated upon consolidation. Hotels and residences are invoiced in accordance with the
terms of contract and fees are payable when invoiced.
42 Standards and amendments issued but not yet effective
A number of amendments effective for accounting periods beginning after 2024 have been published and will be adopted by the
Group from their effective dates. The Group is currently assessing the potential impact of these standards and amendments but
expects their adoption will not have a significant impact on the Group’s consolidated financial statements. The more important
standard and amendments that are relevant to the Group are set out below.
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 (effective from
1 January 2026)
These amendments clarify (i) the date of recognition and derecognition of some financial assets and liabilities, with a new exception
for some financial liabilities settled through an electronic cash transfer system; (ii) further guidance for assessing whether a financial
asset meets the solely payments of principal and interest criterion; (iii) add new disclosures for certain instruments with contractual
terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social
and governance targets); and (iv) update the disclosures for equity instruments designated at fair value through other comprehensive
income. The Group is assessing the impact on the Group’s consolidated financial statements.
IFRS 18 Presentation and Disclosure in Financial Statements (effective from 1 January 2027)
The standard requires new presentation and disclosure in financial statements, which replaces IAS 1, with a focus on updates to the
statement of profit and loss. The key new concepts introduced in IFRS 18 relate to (i) the structure of the statement of profit and loss
with defined subtotals; (ii) requirement to determine the most useful structure summary for presenting expenses in the statement of
profit and loss; (iii) required disclosures in a single note within the financial statements for certain profit and loss performance
measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and
(iv) enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
The Group is assessing the changes on presentation and disclosure required in the Group’s consolidated financial statements.
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43 Financial risk management
Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price
risk), credit risk and liquidity risk.
The Group’s treasury function co-ordinates, under the directions of the board of Jardine Matheson Limited, financial risk
management policies and their implementation on a group-wide basis. The Group’s treasury policies are designed to manage the
financial impact of fluctuations in interest rates and foreign exchange rates and to minimise the Group’s financial risks. The Group
uses derivative financial instruments, principally interest rate swaps, caps and collars, cross-currency swaps, forward foreign
exchange contracts, foreign currency options, and commodity forward contracts and options as appropriate for hedging transactions
and managing the Group’s assets and liabilities in accordance with the Group’s financial risk management policies. Financial
derivative contracts are executed between third party banks and the Group entity that is directly exposed to the risk being hedged.
Hedge accounting is applied to remove the accounting mismatch between the hedging instrument and the hedged item. The effective
portion of the change in the fair value of the hedging instrument is deferred into the cash flow hedge reserve through other
comprehensive income and will be recognised in profit and loss when the hedged item affects profit and loss. The ineffective portion
will be recognised in the profit and loss immediately. In general, the volatility in profit or loss can be reduced by applying hedge
accounting.
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness
assessments to ensure that an economic relationship exists between the hedged item and hedging instrument.
For hedges of foreign currency purchases, the Group enters into hedge relationships where the critical terms of the hedging
instrument match exactly with the terms of the hedged item. The Group assesses whether the derivative designated in each hedging
relationship has been and expected to be effective in offsetting changes in cash flow of the hedged item using the hypothetical
derivative method.
Ineffectiveness may arise if the timing of the forecast transaction changes from what was originally estimated for hedges of foreign
currency purchases, or if there are changes in the credit risk of the Group or the derivative counterparty.
The Group enters into interest rate swaps and caps that have similar critical terms as the hedged item, such as reference rate,
reset dates, payment dates, maturities and notional amount. The Group does not hedge 100% of its loans, therefore the hedged item
is identified as a proportion of the outstanding loans up to the notional amount of the swaps. As all critical terms matched during the
year, effective economic relationship existed between the swaps and the loans.
Hedge ineffectiveness for interest rate swaps is assessed using the same principles as for hedges of foreign currency purchases.
It may occur due to:
(i) The credit value/debit value adjustment on the interest rate swaps which is not matched by the loan; and
(ii) Differences in critical terms between the interest rate swaps and loans.
The ineffectiveness during 2024 and 2023 in relation to interest rate swaps was not material.
(i) Market risk
Foreign exchange risk
Entities within the Group are exposed to foreign exchange risk from future commercial transactions, net investments in foreign
operations and net monetary assets and liabilities that are denominated in a currency that is not the entity’s functional currency.
Entities in the Group use cross-currency swaps, forward foreign exchange contracts and foreign currency options in a consistent
manner to hedge firm and anticipated foreign exchange commitments and manage their foreign exchange risk arising from future
commercial transactions. The Group does not usually hedge its net investments in foreign operations except in circumstances where
there is a material exposure arising from a currency that is anticipated to be volatile and the hedging is cost effective. Group entities
are required to manage their foreign exchange risk against their functional currency. Foreign currency borrowings are swapped into
Jardine Matheson Annual Report 2024
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Notes to the Financial Statements
the entity’s functional currency using cross-currency swaps except where the foreign currency borrowings are repaid with cash flows
generated in the same foreign currency. The purpose of these hedges is to mitigate the impact of movements in foreign exchange
rates on assets and liabilities and the profit and loss account of the Group.
Currency risks as defined by IFRS 7 arise on account of monetary assets and liabilities being denominated in a currency that is
not the functional currency. At 31 December 2024, the Group’s Indonesian rupiah functional entities had United States dollar
denominated net monetary liabilities of US$181 million (2023: US$391 million). At 31 December 2024, if the United States dollar had
strengthened/weakened by 10% against the Indonesian rupiah with all other variables unchanged, the Group’s profit after tax would
have been US$14 million lower/higher (2023: US$30 million lower/higher), arising from foreign exchange losses/gains taken on
translation. The impact on amounts attributable to the shareholders of the Company would be US$5 million lower/higher
(2023: US$13 million lower/higher). This sensitivity analysis ignores any offsetting foreign exchange factors and has been
determined assuming that the change in foreign exchange rates had occurred at the balance sheet date. The stated change
represents management’s assessment of reasonably possible changes in foreign exchange rates over the period until the next
annual balance sheet date. There are no other significant monetary balances held by Group companies at 31 December 2024 that
are denominated in a non-functional currency. Differences resulting from the translation of financial statements into the Group’s
presentation currency are not taken into consideration.
Since the Group manages the interdependencies between foreign exchange risk and interest rate risk of foreign currency borrowings
using cross-currency swaps, the sensitivity analysis on financial impacts arising from cross-currency swaps is included in the
sensitivity assessment on interest rates under the interest rate risk section.
Interest rate risk
The Group is exposed to interest rate risk through the impact of rate changes on interest bearing liabilities and assets. These
exposures are managed partly by using natural hedges that arise from offsetting interest rate sensitive assets and liabilities, and
partly through fixed rate borrowings and the use of derivative financial instruments such as interest rate swaps, caps and collars.
The Group monitors interest rate exposure on a monthly basis by currency and business unit, taking into consideration proposed
financing and hedging arrangements. The Group’s guideline is to maintain 40% to 60% of its gross borrowings, exclusive of the
financial services companies, in fixed rate instruments. At 31 December 2024, the Group’s interest rate hedge exclusive of the
financial services companies was 57% (2023: 55%), with an average tenor of six years (2023: six years). The financial services
companies borrow predominately at a fixed rate. The interest rate profile of the Group’s borrowings after taking into account hedging
transactions are set out in note 29.
Cash flow interest rate risk is the risk that changes in market interest rates will impact cash flows arising from variable rate financial
instruments. Borrowings at floating rates therefore expose the Group to cash flow interest rate risk. The Group manages this risk by
entering into interest rate swaps, caps and collars for a maturity of up to 5 years. Interest rate swaps have the economic effect of
converting borrowings from floating rate to fixed rate, caps provide protection against a rise in floating rates above a pre-determined
rate, whilst collars combine the purchase of a cap and the sale of a floor to specify a range in which an interest rate will fluctuate.
Details of interest rate swaps and cross currency swaps are set out in note 34.
Fair value interest rate risk is the risk that the value of a financial asset or liability and derivative financial instruments will fluctuate
because of changes in market interest rates. The Group manages its fair value interest rate risk by entering into interest rate swaps
which have the economic effect of converting borrowings from fixed rate to floating rate, to maintain the Group’s fixed rate
instruments within the Group’s guideline.
At 31 December 2024, if interest rates had been 100 basis points higher/lower with all other variables held constant, the Group’s
profit after tax would have been US$4 million (2023: US$4 million) higher/lower, and hedging reserves would have been
US$93 million (2023: US$124 million) higher/lower as a result of fair value changes to cash flow hedges. The sensitivity analysis
has been determined assuming that the change in interest rates had occurred at the balance sheet date and had been applied to
the exposure to interest rate risk for both derivative and non-derivative financial instruments in existence at that date. There is no
significant sensitivity resulting from interest rate caps and collars. The 100 basis point increase or decrease represents
management’s assessment of a reasonably possible change in those interest rates which have the most impact on the Group,
specifically the United States, Hong Kong and Indonesian rates, over the period until the next annual balance sheet date. In the case
of effective fair value hedges, changes in the fair value of the hedged items caused by interest rate movements balance out in the
profit and loss account against changes in the fair value of the hedging instruments. Changes in market interest rates affect the
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Notes to the Financial Statements
interest income or expense of non-derivative variable-interest financial instruments, the interest payments of which are not
designated as hedged items of cash flow hedges against interest rate risks. As a consequence, they are included in the calculation of
profit after tax sensitivities. Changes in the market interest rate of financial instruments that were designated as hedging instruments
in a cash flow hedge to hedge payment fluctuations resulting from interest rate movements affect the hedging reserves and are
therefore taken into consideration in the equity related sensitivity calculations.
Price risk
The Group is exposed to securities price risk because of its equity investments and limited partnership investment funds
(LP investment funds) which are measured at fair value through profit and loss, and debt investments which are measured at fair
value through other comprehensive income. Gains and losses arising from changes in the fair value of these investments are
recognised in profit and loss or other comprehensive income according to their classification. The performance of these investments
are monitored regularly, together with an assessment of their relevance to the Group’s long-term strategic plans. Details of these
investments are contained in note 16.
The Group’s interest in these investments is unhedged. At 31 December 2024, if the price of these investments had been 25%
higher/lower with all other variables held constant, total equity would have been US$859 million (2023: US$846 million) higher/lower,
of which US$417 million (2023: US$437 million) relating to equity investments would be reflected in operating profit as non-trading
items. The sensitivity analysis has been determined based on a reasonable expectation of possible valuation volatility over the next
12 months.
The Group is exposed to financial risks arising from changes in commodity prices, primarily coal, gold, steel rebar and copper.
The Group considers the outlook for these commodities prices regularly in considering the need for active financial risk management.
The Group’s policy is generally not to hedge commodity price risk, although limited hedging may be undertaken for strategic reasons.
In such cases the Group uses forward contracts and foreign currency options to hedge the price risk. To mitigate or hedge the price
risk, Group entities may enter into a forward contract and foreign currency options to buy the commodity at a fixed price at a future
date, or a forward contract to sell the commodity at a fixed price or pre-determined range of prices at a future date.
(ii) Credit risk
The Group’s credit risk is primarily attributable to deposits with banks, contractual cash flows of debt investments carried at
amortised cost and those measured at fair value through other comprehensive income, credit exposures to customers and derivative
financial instruments with a positive fair value. The Group has credit policies in place and the exposures to these credit risks are
monitored on an ongoing basis.
The Group manages its deposits with banks and financial institutions and transactions involving derivative financial instruments by
monitoring credit ratings and capital adequacy ratios of counterparties, and limiting the aggregate risk to any individual counterparty.
The utilisation of credit limits is regularly monitored. Similarly transactions involving derivative financial instruments are with banks
with sound credit ratings and capital adequacy ratios. In developing countries it may be necessary to deposit money with banks that
have a lower credit rating, however the Group only enters into derivative transactions with counterparties which have credit ratings of
at least investment grade. Management does not expect any counterparty to fail to meet its obligations.
The Group’s debt investments are considered to be low risk investments. The investments are monitored for credit deterioration
based on credit ratings from major rating agencies.
In respect of credit exposures to customers, the Group has policies in place to ensure that sales on credit without collateral are made
principally to corporate companies with an appropriate credit history and credit insurance is purchased for businesses where it is
economically effective. The Group normally obtains collateral over vehicles from consumer financing debtors towards settlement of
vehicle receivables. Customers contractually provide the Group with the right to sell the repossessed collateral or take any other
action to settle the outstanding receivable. Sales to other customers are made in cash or by major credit cards.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet after
deducting any impairment allowance.
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Notes to the Financial Statements
(iii) Liquidity risk
Prudent liquidity risk management includes managing the profile of debt maturities and funding sources, maintaining sufficient cash
and marketable securities, and ensuring the availability of funding from an adequate amount of committed credit facilities and the
ability to close out market positions. The Group’s ability to fund its existing and prospective debt requirements is managed by
maintaining diversified funding sources with adequate committed funding lines from high quality lenders, and by monitoring rolling
short-term forecasts of the Group’s cash and gross debt on the basis of expected cash flows. In addition, long-term cash flows are
projected to assist with the Group’s long-term debt financing plans.
At 31 December 2024, total available borrowing facilities amounted to US$27.6 billion (2023: US$29.4 billion) of which
US$15.9 billion (2023: US$16.6 billion) was drawn down. Undrawn committed facilities, in the form of revolving credit and term loan
facilities, and undrawn uncommitted facilities totalled US$7.3 billion (2023: US$9.0 billion) and US$4.4 billion (2023: US$3.8 billion),
respectively.
The following table analyses the Group’s non-derivative financial liabilities, net-settled derivative financial liabilities and gross-settled
derivative financial instruments into relevant maturity groupings based on the remaining period at the balance sheet date to the
contractual maturity date. Derivative financial liabilities are included in the analysis if their contractual maturities are essential for an
understanding of the timing of the cash flows. The amounts disclosed in the table are the contractual undiscounted cash flows.
Within
one
year
Between
one and
two years
Between
two and
three years
Between
three and
four years
Between
four and
five years
Beyond
five
years
Total
undiscounted
cash flows
US$m
US$m
US$m
US$m
US$m
US$m
US$m
At 31 December 2024
Borrowings
5,408
3,016
3,088
1,023
672
4,929
18,136
Lease liabilities
869
685
524
420
334
1,200
4,032
Creditors
7,703
902
43
24
13
182
8,867
Gross settled derivative
financial instruments
– inflow
2,934
343
113
52
50
1,598
5,090
– outflow
2,290
334
113
53
50
1,599
4,439
At 31 December 2023
Borrowings
6,098
3,994
2,510
645
639
5,259
19,145
Lease liabilities
884
710
531
421
373
1,378
4,297
Creditors
8,274
915
34
23
16
48
9,310
Gross settled derivative
financial instruments
– inflow
1,447
992
266
52
50
1,648
4,455
– outflow
1,419
983
267
53
50
1,639
4,411
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Notes to the Financial Statements
Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern whilst seeking
to maximise benefits to shareholders and other stakeholders. Capital is equity as shown in the consolidated balance sheet plus
net borrowings.
The Group actively and regularly reviews and manages its capital structure to ensure optimal capital structure and shareholder
returns, taking into consideration the future capital requirements of the Group and capital efficiency, prevailing and projected
profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. In order
to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, purchase Group
shares, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group monitors capital on the basis of the Group’s consolidated gearing ratio and consolidated interest cover before taking into
account the impact of IFRS 16 ‘Leases’. The gearing ratio is calculated as net borrowings divided by total equity. Net borrowings is
calculated as total borrowings less cash and bank balances. Interest cover is calculated as the sum of underlying operating profit,
before the deduction of amortisation/depreciation of right-of-use assets, net of actual lease payments, and share of results of
associates and joint ventures, divided by net financing charges excluding interest on lease liabilities. The ratios are monitored both
inclusive and exclusive of the Group’s financial services companies, which by their nature are generally more highly leveraged than
the Group’s other businesses. The Group does not have a defined gearing or interest cover benchmark or range.
The ratios at 31 December 2024 and 2023 are as follows:
2024
2023
Gearing ratio exclusive of financial services companies (%)
14
15
Gearing ratio inclusive of financial services companies (%)
21
21
Interest cover exclusive of financial services companies (times)
11
12
Interest cover inclusive of financial services companies (times)
13
14
Fair value estimation
(i) Financial instruments that are measured at fair value
For financial instruments that are measured at fair value in the balance sheet, the corresponding fair value measurements are
disclosed by level of the following fair value measurement hierarchy:
(a) Quoted prices (unadjusted) in active markets for identical assets or liabilities (quoted prices in active markets/Level 1)
The fair values of listed securities and bonds are based on quoted prices in active markets at the balance sheet date. The quoted
market price used for listed investments held by the Group is the current bid price.
(b) Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly
(observable current market transactions/Level 2)
The fair values of derivative financial instruments, excluding the forward contract relating to the divestment of an associate, are
determined using rates quoted by the Group’s bankers at the balance sheet date. The rates for interest rate swaps and caps,
cross-currency swaps and forward foreign exchange contracts are calculated by reference to market interest rates and foreign
exchange rates.
The fair value of derivative financial instrument of the forward contract relating to the divestment of an associate is determined using
the quoted price in active market at the balance sheet date, adjusted for the time value of money and other factors.
The fair values of unlisted investments mainly include club and school debentures, are determined using prices quoted by brokers at
the balance sheet date.
(c) Inputs for assets or liabilities that are not based on observable market data (unobservable inputs/Level 3)
The fair values of other unlisted equity and debt investments, and limited partnership investment funds are determined using
valuation techniques by reference to observable current market transactions (including price-to earnings and price-to book ratios of
listed securities of entities engaged in similar industries) or the market prices of the underlying investments with certain degree of
entity specific estimates or discounted cash flow by projecting the cash inflows from these investments.
There were no changes in valuation techniques during the year.
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Notes to the Financial Statements
The table below analyses financial instruments carried at fair value, by the levels in the fair value measurement hierarchy:
Quoted
prices in active
markets
Observable
current market
transactions
Unobservable
inputs
Total
US$m
US$m
US$m
US$m
2024
Assets
Other investments
– equity investments
1,420
54
192
1,666
– debt investments
984
–
399
1,383
– limited partnership investment funds
–
–
388
388
2,404
54
979
3,437
Derivative financial instruments at fair value
– through other comprehensive income
–
51
–
51
– through profit and loss
–
8
–
8
2,404
113
979
3,496
Liabilities
Contingent consideration payable
–
–
(17)
(17)
Derivative financial instruments at fair value
– through other comprehensive income
–
(72)
–
(72)
– through profit and loss
–
(1,051)
–
(1,051)
–
(1,123)
(17)
(1,140)
2023
Assets
Other investments
– equity investments
1,495
56
199
1,750
– debt investments
916
–
418
1,334
– limited partnership investment funds
–
–
300
300
2,411
56
917
3,384
Derivative financial instruments at fair value
– through other comprehensive income
–
71
–
71
– through profit and loss
–
2
–
2
2,411
129
917
3,457
Liabilities
Contingent consideration payable
–
–
(11)
(11)
Derivative financial instruments at fair value
– through other comprehensive income
–
(70)
–
(70)
–
(70)
(11)
(81)
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Notes to the Financial Statements
Movement of unlisted equity and debt investments, and limited partnership investment funds, which are valued based on
unobservable inputs during the year ended 31 December are as follows:
2024
2023
US$m
US$m
At 1 January
917
518
Exchange differences
(20)
18
Additions
86
398
Disposals
–
(4)
Reclassification of other investments to associates and joint ventures
–
(35)
Net change in fair value during the year included in profit and loss
(4)
22
At 31 December
979
917
There were no transfers among the three categories during the years ended 31 December 2024 and 2023.
(ii) Financial instruments that are not measured at fair value
The fair values of current debtors, cash and bank balances, current creditors, current borrowings and current lease liabilities are
assumed to approximate their carrying amounts due to the short-term maturities of these assets and liabilities.
The fair values of long-term borrowings are based on market prices or are estimated using the expected future payments discounted
at market interest rates. The fair values of non-current lease liabilities are estimated using the expected future payments discounted
at market interest rates.
Jardine Matheson Annual Report 2024
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Notes to the Financial Statements
Financial instruments by category
The fair values of financial assets and financial liabilities, together with carrying amounts at 31 December 2024 and 2023 are
as follows:
Fair value
of hedging
instruments
Fair value
through profit
and loss
Fair value
through other
comprehensive
income
Financial
assets at
amortised
costs
Other
financial
liabilities
Total
carrying
amount
Fair value
US$m
US$m
US$m
US$m
US$m
US$m
US$m
2024
Financial assets
measured at
fair value
Other investments
– equity investments
–
1,666
–
–
–
1,666
1,666
– debt investments
–
399
984
–
–
1,383
1,383
– limited partnership
investment funds
–
388
–
–
–
388
388
Derivative financial
instruments
59
–
–
–
–
59
59
59
2,453
984
–
–
3,496
3,496
Financial assets
not measured at
fair value
Amounts due from
associates
–
–
–
435
–
435
435
Amounts due from joint
ventures
–
–
–
1,574
–
1,574
1,574
Debtors
–
–
–
9,148
–
9,148
8,653
Bank balances
–
–
–
4,847
–
4,847
4,847
–
–
–
16,004
–
16,004
15,509
Financial liabilities
measured at
fair value
Derivative financial
instruments
(1,123)
–
–
–
–
(1,123)
(1,123)
Contingent
consideration
payable
–
(17)
–
–
–
(17)
(17)
(1,123)
(17)
–
–
–
(1,140)
(1,140)
Financial liabilities
not measured at
fair value
Borrowings
–
–
–
–
(15,888)
(15,888)
(15,440)
Lease liabilities
–
–
–
–
(3,514)
(3,514)
(3,514)
Trade and other
payable excluding
non-financial
liabilities
–
–
–
–
(8,850)
(8,850)
(8,850)
–
–
–
–
(28,252)
(28,252)
(27,804)
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Notes to the Financial Statements
Fair value
of hedging
instruments
Fair value
through profit
and loss
Fair value
through other
comprehensive
income
Financial
assets at
amortised
costs
Other
financial
liabilities
Total
carrying
amount
Fair value
US$m
US$m
US$m
US$m
US$m
US$m
US$m
2023
Financial assets
measured at
fair value
Other investments
– equity investments
–
1,750
–
–
–
1,750
1,750
– debt investments
–
418
916
–
–
1,334
1,334
– limited partnership
investment funds
–
300
–
–
–
300
300
Derivative financial
instruments
73
–
–
–
–
73
73
73
2,468
916
–
–
3,457
3,457
Financial assets
not measured at
fair value
Amounts due from
associates
–
–
–
466
–
466
466
Amounts due from
joint ventures
–
–
–
1,923
–
1,923
1,923
Debtors
–
–
–
8,668
–
8,668
8,128
Bank balances
–
–
–
4,880
–
4,880
4,880
–
–
–
15,937
–
15,937
15,397
Financial liabilities
measured at
fair value
Derivative financial
instruments
(70)
–
–
–
–
(70)
(70)
Contingent
consideration
payable
–
(11)
–
–
–
(11)
(11)
(70)
(11)
–
–
–
(81)
(81)
Financial liabilities not
measured at fair
value
Borrowings
–
–
–
–
(16,646)
(16,646)
(16,195)
Lease liabilities
–
–
–
–
(3,720)
(3,720)
(3,720)
Trade and other
payable excluding
non-financial
liabilities
–
–
–
–
(9,299)
(9,299)
(9,299)
–
–
–
–
(29,665)
(29,665)
(29,214)
Jardine Matheson Annual Report 2024
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Notes to the Financial Statements
44 Critical accounting estimates and judgements
Estimates and judgements used in preparing the financial statements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are believed to be reasonable according to circumstances
and conditions available. The existing and potential impacts arising from climate change has been considered when applying
estimates and assumptions in the preparation of the financial statements, including the Group’s assessment of impairment of assets
and the independent valuers’ valuation of the Group’s investment properties.
The estimates and assumptions that have a significant effect on the reported amounts of assets and liabilities, and income and
expenses are discussed below.
Significant areas of estimation uncertainty
Acquisition of subsidiaries, associates and joint ventures
The initial accounting on the acquisition of subsidiaries, associates and joint ventures involves identifying and determining the
fair values to be assigned to the identifiable assets, liabilities and contingent liabilities of the acquired entities. The fair values of
franchise rights, concession rights, tangible assets, right-of-use assets, investment properties and bearer plants are determined by
independent valuers by reference to market prices or present value of expected net cash flows from the assets. Any changes in the
assumptions used and estimates made in determining the fair values, and management’s ability to measure reliably the contingent
liabilities of the acquired entity will impact the carrying amount of these assets and liabilities.
On initial acquisition or acquisition of further interests in an entity, an assessment of the level of control or influence exercised by the
Group is required. For entities where the Group has a shareholding of less than 50%, an assessment of the Group’s level of voting
rights, board representation and other indicators of influence is performed to consider whether the Group has de facto control,
requiring consolidation of that entity, or significant influence, requiring classification as an associate, or joint control, requiring
classification as a joint venture.
Investment properties
The fair values of completed commercial investment properties, which are held by Hongkong Land, are determined by independent
valuers on an open market for existing-use basis calculated on the discounted net income allowing for reversionary potential. For
these investment properties in Hong Kong, the Chinese mainland and Singapore, capitalisation rates in the range of 2.90% to 3.50%
for office (2023: 2.90% to 3.50%) and 3.50% to 5.00% for retail (2023: 3.75% to 5.00%) are used by Hongkong Land in the fair value
determination.
The fair value of the under development commercial property in Hong Kong, which are held by Mandarin Oriental, is determined by
independent valuers on an open market basis using the residual method. The residual method is also based on assumptions about
the estimated costs to complete the development, the developer’s estimated profit and margin for risk, prevailing market rent and
capitalisation rates in the range of 2.55% to 3.95% (2023: 2.55% to 3.95%).
Consideration has been given to assumptions that are mainly based on market conditions existing at the balance sheet date and
appropriate capitalisation rates. These estimates are regularly compared to actual market data and actual transactions entered into
by the Group.
The independent valuers have considered climate change, sustainability, resilience and environmental, social and governance (ESG)
within their valuations. Properties held by the Group are considered to currently display ESG characteristics that would be expected
in the market, and therefore there were no direct and tangible pricing adjustments required to the valuation of investment properties.
The Group will monitor these considerations for each reporting period.
Properties for sale
The Group assesses the carrying amounts of properties for sale held by both subsidiaries, associates and joint ventures according to
their estimated net realisable value, taking into account construction costs to complete based on the existing development plans,
and an estimation of future selling prices based on properties of comparable locations and conditions. Write-downs are made when
events or changes in circumstances indicate that the carrying amounts may not be realised.
Given market significant volatility in the Chinese mainland property market, the Group considers that selling price is a significant
estimate in determining the net realisable value of certain properties for sale.
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Notes to the Financial Statements
Impairment of assets
The Group tests annually whether goodwill and other assets that have indefinite useful lives suffered any impairment. Other assets
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its
recoverable amount. The recoverable amount of an asset or a cash-generating unit is determined based on the higher of its fair
value less costs to sell and its value-in-use, calculated on the basis of management’s assumptions and estimates. Changing the key
assumptions, including the amount of estimated coal and gold reserves, the discount rates or the growth rate assumptions in the
cash flow projections, could materially affect the value-in-use calculations. The results of the impairment reviews undertaken at
31 December 2024 on the Group’s goodwill were included in note 10.
The results of the impairment reviews undertaken at 31 December 2024 on the Group’s indefinite life franchise rights indicated that
no impairment charge was necessary. If there is a significant increase in the discount rate and/or a significant adverse change in the
projected performance of the business to which these rights attach, it may be necessary to take an impairment charge to profit and
loss in the future.
Pension obligations
The present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a
number of assumptions. The assumptions used in determining the net cost/income for pensions include the discount rate.
Any changes in these assumptions will impact the carrying amount of pension obligations.
The Group determines the appropriate discount rate at the end of each year. This is the interest rate that should be used to
determine the present value of estimated future cash outflows expected to be required to settle the pension obligations.
In determining the appropriate discount rate, the Group considers the interest rates of high-quality corporate bonds that are
denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related
pension obligation.
Other key assumptions for pension obligations are based in part on current market conditions.
Significant areas of judgement
Impairment of financial assets
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses
judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s past history,
existing market conditions as well as forward looking estimates at the balance sheet date (refer note 17).
Income taxes
The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the provision for
worldwide income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during
the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially
recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
Provision for deferred tax follows the way management expects to recover or settle the carrying amount of the related assets or
liabilities, which the management may expect to recover through use, sale or combination of both. Accordingly, deferred tax will be
calculated at income tax rate, capital gains tax rate or combination of both. There is a rebuttable presumption in International
Financial Reporting Standards that investment properties measured at fair value are recovered through sale. Thus, deferred tax on
revaluation of investment properties held by the Group are calculated at the capital gain tax rate.
Recognition of deferred tax assets, which principally relate to tax losses, depends on the management’s expectation of future taxable
profit that will be available against which the tax losses can be utilised. The outcome of their actual utilisation may be different.
Jardine Matheson Annual Report 2024
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Notes to the Financial Statements
Leases
Liabilities and the corresponding right-of-use assets arising from leases are initially measured at the present value of the lease
payments at the commencement date, discounted using the interest rates implicit in the leases, or if that rate cannot be readily
determinable, the Group uses the incremental borrowing rate. The Group generally uses the incremental borrowing rate as the
discount rate.
The Group applies the incremental borrowing rate with reference to the rate of interest that the Group would have to pay to borrow,
over a similar term as that of the lease, the funds necessary to obtain an asset of a similar value to the right-of-use asset in the
country where it is located.
Lease payments to be made during the lease term will be included in the measurement of a lease liability. The Group determines the
lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is
reasonably certain to be exercised, or any period covered by an option to terminate the lease, if it is reasonably certain not to
be exercised.
The Group has the option, under some of its leases to lease the assets for additional terms. The Group applies judgement in
evaluating whether it is reasonably certain to exercise the option to renew. That is, the Group considers all relevant factors that
create an economic incentive for it to exercise the renewal. After the commencement date, the Group reassesses the lease term if
there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the
option to renew. The assessment of whether the Group is reasonably certain to exercise the options impacts the lease terms, which
significantly affects the amount of lease liabilities and right-of-use assets recognised.
Assets held for sale/liabilities associated with assets held for sale
Assets are classified as held for sale if their carrying amounts are expected to be recovered principally through a sale transaction
rather than through continuing use. Liabilities directly associated with those assets and will be transferred in a single sale transaction
are classified as liabilities associated with assets held for sale. These assets are measured at the lower of carrying amounts and fair
values less costs to sell. The Group considers all relevant factors in determining how the carrying amounts of the assets will be
recovered and the liabilities will be extinguished, and only reclassifies the assets and liabilities to held for sale when the sale is
highly probable.
Revenue recognition
The Group uses the percentage of completion method to account for its contract revenue of certain development properties sales.
The stage of completion is measured by reference to the contract costs incurred to date compared to the estimated total costs for the
contract. Significant assumptions are required to estimate the total contract costs and the recoverable variation works that affect the
stage of completion and the contract revenue respectively. In making these estimates, management has relied on past experience
and the work of specialists.
For revenue from the heavy equipment maintenance contracts, the Group exercises judgement in determining the level of actual
service provided to the end of the reporting period as a proportion of the total services to be reported, and estimated total costs of the
maintenance contracts. When it is probable that total contract costs will exceed total contract revenue, the expected loss is
immediately recognised as a current year expense.
For other contracts with customers which include multiple deliverables, the separate performance obligations are identified.
The transaction price is then allocated to each performance obligation based on their stand-alone selling prices. From time to time,
when a stand-alone selling price may not be directly observable, the Group estimated the selling price using expected costs of
rendering such services and adding an appropriate margin.
Non-trading items
The Group uses underlying business performance in its internal financial reporting to distinguish between the underlying profits and
non-trading items. The identification of non-trading items requires judgement by management, but follows the consistent
methodology as set out in the Group’s accounting policies.
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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 at 31 December 2024;
• 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 2024, 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’), and we
have fulfilled our other ethical responsibilities in accordance with the IESBA Code.
Our Audit Approach
Overview
Materiality
• Overall Group materiality: US$533 million (2023: US$559 million), based on 1% (2023: 1%) of the net assets of the Group.
• Specific Group materiality, applied to balances and transactions not related to investment properties: US$220 million
(2023: US$251 million), based on 5% (2023: 5%) of consolidated underlying profit before tax of the Group.
Audit scope
• A full scope audit was performed on four entities – Jardine Cycle & Carriage Limited (which includes PT Astra International Tbk),
Hongkong Land Holdings Limited, DFI Retail Group Holdings Limited and Mandarin Oriental International Limited.
• These entities, together with procedures performed at the Group level, accounted for 94% of the Group’s revenue, 89% of the
Group’s profit before tax, 92% of the Group’s underlying profit before tax and 93% of the Group’s net assets.
Key audit matters identified in our audit are summarised as follows:
• Valuation of investment properties;
• Carrying values of certain investments in associates and joint ventures;
• Provisioning for consumer financing debtors;
• Recoverability of properties for sale held by the Group and its joint ventures; and
• Divestment of interest in Yonghui
Jardine Matheson Annual Report 2024
212
Independent Auditor’s Report
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$533 million (2023: US$559 million)
How we determined it
1% of the net assets of the Group (2023: 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.
We set a Group specific materiality level of US$220 million (2023: US$251 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 2024 (2023: 5% of the Group’s consolidated underlying profit before tax for the year ended 31 December 2023).
In arriving at this judgement, we had regard to the fact that underlying profit is one of the primary financial indicators of the Group.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above US$11 million
(2023: US$12 million), other than classifications within the Consolidated Profit and Loss Account or Consolidated Balance Sheet,
which were only reported above US$53 million (2023: US$55 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 judgment, 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
Refer to note 13 (Investment properties)
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$28,079
million at 31 December 2024, with a
revaluation loss of US$2,213 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 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 the International Valuation
Standards. Valuations of the completed
commercial properties were principally
derived using the income capitalisation
method. There is inherent estimation
uncertainty and judgement in
determining a property’s valuation as
the valuers and management make
assumptions in key areas, in particular
in respect of capitalisation rates and
prevailing market rents.
The valuation of the under development
commercial property is derived using
the residual method. Judgement is
required in determining the capital
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 the 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 and the under development commercial property located in Hong
Kong, held by Hongkong Land and Mandarin Oriental respectively, which are subsidiaries
of the Group.
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 satisfy ourselves of the accuracy of the property information
supplied to the valuers by management, for example agreeing lease data to tenancy
agreements and other supporting documents.
We evaluated the key controls over the valuation of the Group’s investment property
portfolio, including the data used in the valuations.
With the support of our valuation experts, we attended meetings with the valuers at which
the valuations, methodology and key assumptions used, and climate change risk
considerations were discussed. We compared the capitalisation rates used by the valuers
with an estimated range of expected rates, determined via reference to published
benchmarks and market information. We evaluated the year-on-year movements in fair
value with reference to publicly available information and rentals with reference to
prevailing market conditions. We evaluated whether the capitalisation rates and prevailing
market rents used were appropriate in light of the evidence provided by relevant recent
transactions.
In respect of the valuation of the under development commercial property, we assessed
the appropriateness of the key assumptions adopted in the assessment of the estimated
capital value by comparing them with available market data on capitalisation rates and
unit rentals. We compared the developer’s profit to the market norm and evaluated the
estimated construction costs to complete against the approved budget.
With the support of our valuation experts, we also questioned 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 ESG considerations.
Based on the procedures performed, we found the key assumptions used in the
valuations were appropriate and had been appropriately applied in arriving at
the valuations.
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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Independent Auditor’s Report
Key Audit Matter
How our audit addressed the Key Audit Matter
Carrying values of certain investments in
associates and joint ventures
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 2024, investments in
associates and joint ventures totalled
US$17,838 million.
We focused in particular on the Group’s
investments in Zhongsheng Group Holdings
Limited (‘Zhongsheng’) and Robinsons Retail
Holding, Inc (‘Robinsons Retail’).
Management undertook impairment
assessments for both of these investments,
as required by accounting standards, because
indicators of impairment were identified. Based
on management’s assessments, the recoverable
amount of both Zhongsheng and Robinsons
Retail were lower than the carrying value of the
investments at 31 December 2024. Impairment
charges of US$277 million and US$231 million,
respectively, were recognised as non-trading
items in the Consolidated Profit and Loss
Account for the year.
There is inherent estimation uncertainty and
judgement in determining the recoverable
amount of the carrying value of the investments.
Assumptions were made by management in
preparing the valuation used in the impairment
assessments, particularly management’s
view on:
• the key internal inputs and external market
conditions that impact future cashflows;
• the discount rates;
• in respect of Zhongsheng, the long term
growth rates; and
• in respect of Robinsons Retail the estimated
disposal cash inflow, which was determined
by management using the 12-month average
share price of Robinsons Retail for the year
ended 31 December 2024, adjusted for an
average premium based on recent merger
and acquisition transactions for comparable
companies.
We focused on the carrying values of the
investment in these two associates due to the
significant judgements and estimates involved in
the impairment assessments.
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 and reviewed what indicators of impairment had been identified.
We performed the following procedures over management’s impairment
assessments.
We evaluated the appropriateness of the valuation methodology used.
With the support of our valuation experts, we benchmarked and challenged key
assumptions in management’s valuation models used to determine the
recoverable amount against market data. This included whether the assumptions
of the projected cashflows, the discount rates and, in respect of Zhongsheng,
the long term growth rate and, in respect of Robinsons Retail, the estimated
disposal cash inflow, were appropriate.
For Zhongsheng, we evaluated the discounted cashflow model used in the
assessment and checked the accuracy of the calculations. We assessed the
reasonableness of the future cash flows used in the model by considering the
historical forecasted performance with actual results and the external market
conditions. For the long term growth rate we compared it to market expectations
of macro-economic and country-specific factors relevant to the business.
For Robinsons, to test the estimated disposal cash inflow, we evaluated the use
of the 12-month average share price of Robinsons Retail by management, and
validated the share price to supporting information. We challenged management
on the selection of recent merger and acquisition transactions used to determine
the average premium applied to understand how management determined which
transactions were considered to be relevant and comparable. We performed
our own independent research of premiums arising on recent merger and
acquisition transactions for comparable companies and compared these with
management’s results.
We compared the discount rates used with the range of typical discount rates
used in similar businesses and considered whether management had
incorporated relevant macroeconomic and country-specific factors, as well as
those specific to Zhongsheng and Robinsons Retail.
We evaluated the sensitivity analyses performed by management and performed
our own independent sensitivity analyses on the key assumptions and
considered a range of alternative outcomes to determine the sensitivity of the
valuation models to changes in these assumptions.
Based on the procedures performed, we found that the key assumptions made
by management were reasonable and appropriately applied to the impairment
assessments.
We also assessed the adequacy of the disclosures related to the carrying value
of the investments in Zhongsheng and Robinsons Retail 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) to the
consolidated financial statements.
As at 31 December 2024, consumer financing
debtors of the Group amounted to
US$4,741 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 shared similar characteristics and
incorporated 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 evaluated 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 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, the historical amount recovered against delinquent debtors 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 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
the assumptions used and provisions for impairment of consumer financing
debtors 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.
Jardine Matheson Annual Report 2024
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Independent Auditor’s Report
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 amounted
to US$2,879 million at 31 December 2024. The Group also has
significant interest in properties for sale held by its joint ventures.
We focused in particular on the Group’s properties for sale held
by its subsidiary, Hongkong Land.
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 the 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$147 million attributable to subsidiaries and
US$178 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 key controls over cost budgeting and monitoring
of estimated costs to complete.
We evaluated management’s assessments of the recoverability
of properties for sale, and assessed the reasonableness of key
assumptions and estimates used.
We compared, on a sample basis, estimated selling prices to
the contracted selling prices of the underlying properties,
management-approved price lists and / or latest market prices of
properties in comparable locations and condition.
We assessed the reasonableness of estimated costs necessary
to make the sales with reference to historical benchmarks and
market information.
We assessed the reasonableness of estimated costs to
complete the properties by agreeing 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, we found the key
assumptions applied in determining the net realisable values of
the underlying properties to be appropriate.
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Independent Auditor’s Report
Key Audit Matter
How our audit addressed the Key Audit Matter
Divestment of interest in Yonghui
Refer to note 23 (Assets and liabilities classified as held for sale),
note 43 (Financial risk management) and note 44
(Critical accounting estimates and judgements) to the
consolidated financial statements.
In September 2024 the Group entered into a share transfer
agreement with a third party for the disposal of the Group’s
entire associate interest in Yonghui, for a consideration of
CNY4,496 million (approximately US$623 million).
On entering the share transfer agreement, management
considered the completion of the transaction to be highly probable
within twelve months and reclassified the Group’s interest in
Yonghui as held for sale at that date.
Management designated the share transfer agreement, which is a
forward contract, as a hedging instrument to offset the changes in
fair value of the shares associated with the Group’s interest in
Yonghui, and applied fair value hedge accounting from the date of
the share transfer agreement.
As at 31 December 2024 the Group had a held for sale interest in
associate Yonghui of US$1,662 million, and a derivative liability in
respect of the share transfer agreement of US$1,051 million on the
consolidated balance sheet.
A net loss of US$114 million in respect of the divestment was
recognised as a non-trading item in the Consolidated Profit and
Loss Account for the year ended 31 December 2024.
We focused on the divestment of interest in Yonghui given the
significance of the amounts recognised in the consolidated
financial statements, and significant judgements made by
management in applying held for sale and fair value hedge
accounting.
We assessed the inherent risk of material misstatement by
considering the degree of judgement involved in applying held
for sale and fair value hedge accounting.
We obtained and reviewed the share transfer agreement and
assessed the key terms including the shares disposal,
consideration, and the conditions precedent set out therein.
We assessed the appropriateness of the classification of the
Group’s investment in associate to held for sale as of the date
of the share transfer agreement and 31 December 2024,
including the likelihood of the conditions precedent being
fulfilled and the transaction completing within twelve months.
We discussed with management and reviewed management’s
hedging documentation and evaluated whether the criteria for
fair value hedge accounting had been met, and that the hedge
effectiveness had been appropriately determined.
With the support of our valuation experts, we assessed
management’s valuations for the derivative liability and held
for sale asset as of the date of the share transfer agreement
and 31 December 2024, with reference to the Yonghui share
price as at those dates. We evaluated the assumptions used
in respect of the derivative valuation, including the time value
of money and other factors.
Based on the procedures performed, we found that
judgements made by management in applying the held for
sale and fair value hedge accounting were supportable.
We also assessed the adequacy of the disclosures related to
the divestment of interest in Yonghui in the context of IFRS
Accounting Standards. We are satisfied that appropriate
disclosure has been made.
How We Tailored Our Group Audit Scope
Jardine Matheson Holdings Limited is a 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. Each of the Group’s listed
subsidiaries have, in addition to their own group finance functions, corporate governance structures and public reporting
requirements. With the 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.
Jardine Matheson Annual Report 2024
218
Independent Auditor’s Report
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 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
in the significant reporting entities in scope for Group reporting during the audit cycle through a combination of meetings, visits and
conference calls. The engagement partner and other senior team members undertook visits to Singapore and Indonesia during the
year to direct and supervise the audits, along with regular communication through conference calls and on site review of the work of
component teams in those locations.
For four entities – Jardine Cycle & Carriage Limited (which includes PT Astra International Tbk), Hongkong Land Holdings Limited,
DFI Retail Group Holdings Limited and Mandarin Oriental International Limited– a full scope audit of the complete financial
information was performed. These entities, together with procedures performed at the Group level (on the consolidation and other
areas involving significant judgement), accounted for 94% of the Group’s revenue, 89% of the Group’s profit before tax, 92% of the
Group’s underlying profit before tax and 93% 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.
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.
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Independent Auditor’s Report
As part of an audit in accordance with ISAs, we exercise professional judgment 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 purpose 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.
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 opinions, 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 these opinions, 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, including
without limitation under any contractual obligations of the Company, save where expressly agreed by our prior consent in writing.
The engagement partner on the audit resulting in this independent auditor’s report is Sean William Tuckfield.
Other Matter
The Company is required by the United Kingdom Financial Conduct Authority Disclosure Guidance and Transparency Rule 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 2025
Jardine Matheson Annual Report 2024
220
Five-year summary
Profit and Loss*
2024
2023
2022
2021
2020
US$m
US$m
US$m
US$m
US$m
Revenue
35,779
36,049
37,496
35,862
32,647
(Loss)/profit attributable to shareholders
(468)
686
354
1,881
(394)
Underlying profit attributable to
shareholders
1,471
1,661
1,584
1,513
1,085
(Loss)/earnings per share (US$)
(1.61)
2.37
1.22
6.01
(1.07)
Underlying earnings per share (US$)
5.07
5.74
5.49
4.83
2.95
Dividends per share (US$)
2.25
2.25
2.15
2.00
1.72
Balance Sheet*
2024
2023#
2022
2021
2020
US$m
US$m
US$m
US$m
US$m
Total assets excluding right-of-use
assets
82,755
86,403
84,894
87,215
88,758
Right-of-use assets
4,024
4,080
4,184
4,274
4,768
Total assets
86,779
90,483
89,078
91,489
93,526
Total liabilities excluding total lease
liabilities
(29,945)
(30,832)
(29,095)
(29,287)
(26,793)
Total lease liabilities
(3,514)
(3,720)
(3,723)
(3,834)
(3,890)
Total liabilities
(33,459)
(34,552)
(32,818)
(33,121)
(30,683)
Total equity
53,320
55,931
56,260
58,368
62,843
Shareholders’ funds
27,880
29,010
28,850
29,781
29,387
Net borrowings (excluding net
borrowings of financial services
companies)
7,320
8,372
7,515
6,635
3,720
Net asset value per share (US$)
95.51
100.31
99.55
102.87
81.32
Cash Flow
2024
2023#
2022
2021
2020
US$m
US$m
US$m
US$m
US$m
Cash flows from operating activities
4,999
4,584
4,825
5,076
5,275
Cash flows from investing activities
(971)
(2,463)
(2,593)
231
(1,134)
Net cash flow before financing
4,028
2,121
2,232
5,307
4,141
Net cash flow after principal elements
of lease payments
3,151
1,265
1,357
4,413
3,179
Cash flow per share from operating
activities (US$)
17.24
15.83
16.71
16.22
14.32
# 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 (refer notes 15 and 31).
* Figures in 2022 have been restated due to changes in accounting policies upon adoption of IFRS 17 Insurance Contracts.
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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, 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, Group Managing Director’s review, Group Finance Director’s review and the description of Principal
Risks and Uncertainties facing the Group 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
John Witt
Graham Baker
Directors
10 March 2025
Responsibility statements
Jardine Matheson Annual Report 2024
222
Group offices
Jardine Matheson Ltd
48th Floor, Jardine House
G.P.O. Box 70
Hong Kong
Telephone
Email
Website
(852) 2843 8288
jml@jardines.com
www.jardines.com
Directors
John Witt, Chairman
Graham Baker
Matthew Bland
Elton Chan
Stephen Gore
Steve Sun
Group Corporate 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, Devon House
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
Benjamin Birks
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
Telephone (1 441) 292 0515
Philip Barnes
Cambodia
Jardine Matheson Ltd
(Representative Office)
7th Floor, Exchange Square
No. 19 & 20 Street 106
Sangkat Wat Phnom
Khan Daun Penh
Phnom Penh 12202
Telephone (855 23) 986 804
Peter Beynon
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
Telephone (86 10) 6505 2801
Steve Sun
Hong Kong SAR, China
Jardine Matheson Ltd
48th Floor, Jardine House
G.P.O. Box 70
Hong Kong
Telephone (852) 2843 8288
John Witt
Macau SAR, China
Jardine Matheson & Company (Macau) Limited
48th Floor, Jardine House
G.P.O. Box 70
Hong Kong
Telephone (852) 2843 8253
Steve Sun
Singapore
Jardine Matheson (Singapore) Ltd
239 Alexandra Road
Singapore 159930
Telephone (65) 6220 5111
Benjamin Birks
Thailand
Jardine Matheson (Thailand) Ltd
16th-17th Floor, SPE Tower
252 Phaholyothin Road, Samsennai
Phayathai, Bangkok 10400
Telephone (66) 2 079 5965
Subhak Siwaraksa
United Kingdom
Matheson & Co., Ltd
12 Upper Grosvenor Street
London
W1K 2ND
Telephone (44 20) 7816 8100
Adam Keswick
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
Telephone (84 28) 3822 2340
Nirukt Sapru
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.
www.jardines.com
for more information
Jardine Matheson Holdings Limited
Jardine House
Hamilton
Bermuda
Group structure
Percentages show effective ownership as at 10 March 2025.
* Percentage calculated excludes the treasury shares held by Zhongsheng Group.
50%
41.7%
100%
53.3%
88.0%
21.4%*
77.5%
50%
100%
50%
100%
100%
85.0%
100%
41.4%
10.6%
26.6%
50.1%
49.9%
www.jardines.com